<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 1997
REGISTRATION STATEMENT NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
UNITED STATES SURGICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2518270
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 GLOVER AVENUE, NORWALK, CONNECTICUT 06856
(203) 845-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THOMAS R. BREMER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UNITED STATES SURGICAL CORPORATION
150 GLOVER AVENUE
NORWALK, CONNECTICUT 06856
(203) 845-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from
time to time after the Registration Statement becomes effective.
-----------------
If the only securities being registered on this form are being offered
pursuant to divided or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE
$ .10 PER SHARE 293,048 SHARES $ 38.98 $11,423,011 $3,461.52
</TABLE>
(1) 293,048 Shares, offered for resale hereunder, issued on February 21, 1997,
an equivalent value of $38.98 per share acquired in a share exchange.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
PROSPECTUS
[LOGO]
UNITED STATES SURGICAL CORPORATION
293,048 SHARES OF COMMON STOCK
- ---------------------------
This prospectus relates to 293,048 shares of Common Stock, par value
$.10 per share (the "Common Stock") of United States Surgical Corporation, a
Delaware Corporation ("USSC" or the "Company"), which may be offered by the
persons listed under the heading "Selling Stockholders". Such shares have been
acquired by the Selling Stockholders as consideration in connection with an
acquisition of their shares in a privately held company. Such shares may be
offered for sale by the Selling Stockholders from time to time in ordinary
brokerage transactions on the New York Stock Exchange, Inc. (the "New York Stock
Exchange") at market prices prevailing at the time of the sale or in one or more
negotiated transactions at prices acceptable to the respective Selling
Stockholders. In addition, the Common Stock may be sold through or to brokers in
the over-the counter market.
The Common Stock will be listed on the New York Stock Exchange.
See Discussion as to Risk Factors on page 4 of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ---------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than as contained herein in
connection with the offering contained in this Prospectus and, if given or made,
such information or representation must not be relied upon. This Prospectus does
not constitute an offering by the Selling Stockholders of any securities other
than those to which it relates or in any jurisdiction in which such offering may
not lawfully be made. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company or the information herein since the
date hereof.
- ---------------------------
The date of this Prospectus is _______________.
<PAGE> 3
AVAILABLE INFORMATION
USSC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information,
as of particular dates, concerning directors and officers, their remuneration,
options granted to them, the principal holders of securities of USSC and any
material interest of such persons in transactions with USSC, is distributed to
stockholders of USSC, and filed with the Commission. Such reports, proxy
statement and other information can be inspected and copied at the office of the
Commission at prescribed rates, at Room 1024, 450 Fifth Street N.W., Washington,
D.C. 20549; Room 3190, Kluczynski Federal Building, 230 South Dearborn Street,
Chicago, Illinois 60604; and 14th Floor, 75 Park Place, New York, New York
10007. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding Registrants that file
electronically with the Commission. The address of the Commission's Web site is
http://www.sec.gov. Such reports, proxy statements and other information
concerning USSC also may be inspected at the offices of the New York Stock
Exchange, Inc., on which the Company's Common Stock is listed.
This Prospectus, which constitutes part of a registration statement
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), omits certain of
the information contained in the Registration Statement. Reference is hereby
made to the Registration Statement and to the exhibits relating thereto for
further information with respect to the Company. Statements contained herein
concerning the provisions of documents are necessarily summaries of such
documents and each such statement is qualified in its entirety by reference to
the copy of the applicable documents filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that have been filed by the Company with the
Commission (located in SEC File No. 1-9776) are hereby incorporated by reference
in this Prospectus and made a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31, 1996;
(ii) Current Report on Form 8-K filed March 13, 1997;
(iii) The description of the Company's Common Stock contained in the
Form 8-B Registration Statement declared effective by the Commission on August
3, 1990, as amended by the Certificate of Amendment to the Company's Certificate
of Incorporation filed as Exhibit 3(e) to Item 14c of (i) above.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to (a) the filing of a post-effective amendment that
indicates that all Common Stock offered hereby has been sold or which
deregisters all Common Stock then remaining unsold, or (b) the
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<PAGE> 4
termination of the offering of the Common Stock, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or telephone requests should be directed to Pamela
Komenda, Corporate Secretary, United States Surgical Corporation, 150 Glover
Avenue, Norwalk, Connecticut 06856, telephone (203) 845-1290.
Statements in this Prospectus which are not historical are forward
looking, involving risks and uncertainties, and may or may not be realized by
the Company. The Company undertakes no duty to update such forward looking
statements. Many factors could cause actual results to differ from these forward
looking statements, including loss of market share through competition,
introduction of competing products by other firms, pressure on prices from
competition or purchasers of the Company's products, regulatory obstacles to
introduction of new products which are important to the Company's growth, lack
of acceptance of new products by the health care market, slow rates of
conversion by surgeons to procedures which utilize the Company's products,
changes in distribution of the Company's products, consolidation in the health
care market, and interest rate and foreign exchange fluctuations.
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RISK FACTORS
Prior to making an investment decision with respect to the shares of
Common Stock offered hereby, prospective investors should carefully consider the
specific factors set forth below, together with all of the other information
appearing herein or in the Prospectus Supplement or incorporated by reference
herein or therein, in light of their particular investment objectives and
financial circumstances.
COMPETITION
There is intense competition in the markets in which USSC engages in
business and no assurance can be given as to USSC's competitive position. The
impact of competition will likely have a continuing effect on sales volumes and
on prices charged by USSC. In addition, increased cost consciousness has revived
competition from reusable instruments, but the Company cannot predict the extent
to which reusable instruments will competitively impact USSC. USSC, however,
also offers reusable instruments.
HEALTH CARE MARKET
The health care industry continues to undergo change, led primarily by
market forces which are demanding greater efficiencies and reduced costs.
Federal government proposed health care mandates in the United States have not
occurred, and it is unclear whether, and to what extent, any future government
mandate will affect the domestic health care market. Industry led changes are
expected to continue irrespective of any governmental efforts toward health care
reform. The scope and timing of any further government sponsored proposals for
health care reform are presently unclear.
Changes in the health care industry and the trend toward cost
containment, along with competition, have contributed to continuing reductions
in prices for USSC's products and, in the near term, to slower acceptance of
more advanced surgical procedures in which USSC's products are used, given
hospitals and surgeons concerns as to the costs of training and reimbursement by
payors. While USSC is implementing programs to assist hospitals in cost
containment through more efficient surgical practices and application of
minimally invasive surgery, there can be no assurance that USSC will not
continue to be adversely affected by these matters.
The costs of training for newer, more complicated procedures and
concerns as to reimbursement for newer procedures in view of changes in the
health care system have affected the rate at which the surgical community is
learning the more advanced laparoscopic procedures. More advanced applications
of laparoscopy may become specialized rather than practiced broadly by the
general surgical community. In addition, specialty surgeons may not be
experienced in minimally invasive surgery and may require familiarization with
this approach prior to acceptance in their practices.
An undue focus on discrete costs or similar limits which fails to
consider the overall value of minimally invasive surgery could adversely impact
USSC, and there can be no assurance as to the impact of cost containment on
future operations. Some hospitals may also lose per night revenues through
reduced post-operative care requirements as to procedures performed by
laparoscopy, which could influence their acceptance of newer
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<PAGE> 6
procedures. In addition, the rapid changes in the market for surgical devices,
along with competition, could affect both prices and volumes of sales.
DIVERSIFICATION STRATEGY
Although USSC believes that new areas of surgical practice it is
entering offer significant opportunities for revenue growth and profitability,
considerable risks may be involved and there can be no assurance that favorable
results will be achieved. Costs of acquiring or developing technologies or
instruments for use in specialty applications may be significant, which could
adversely affect both near term and longer term results if successful products
are not developed and introduced. In addition, considerable competition exists
for products used in these surgical specialties, including competitors
developing other techniques and from sources of more traditional products.
Further, acceptance of newer techniques, even with demonstrated clinical
advantages, may be slow given concerns as to expenditures for newer practices by
health care payors and requirements for extensive training with newer
approaches.
While USSC believes its products may be useful in coronary surgery,
surgeons practicing in this field have not traditionally performed minimally
invasive surgery or used disposable instruments extensively and no assurance can
be given as to the acceptance of such products or techniques in this area.
USSC expects intense competition in sales of products for specialty
surgical applications. A broad range of companies, including the Ethicon
division of Johnson & Johnson, presently offer products for use in
cardiovascular, urologic, orthopedic, and oncological procedures. Many of such
companies have significantly greater capital than USSC and are expected to
devote substantial resources to development of other new technologies which
would be competitive with products which USSC may offer. There are also a number
of smaller companies engaged in the development of surgical specialty devices,
and products developed by such firms could present additional competition.
BUSINESS OF USSC
USSC is a Delaware corporation which develops, manufactures and
markets, specializing in minimally invasive technologies, a proprietary line of
technologically advanced surgical products which are designed to improve patient
care and reduce healthcare costs. USSC also sells to distributors, domestically
and internationally. USSC currently operates domestically and internationally
through subsidiaries, branches and divisions.
USSC manufactures and markets innovative mechanical products for the
wound closure market. In this category, its principal products consist of a
series of surgical stapling instruments (both disposable and reusable),
disposable surgical clip appliers and disposable loading units ("DLU"s) for use
with stapling instruments. The instruments are an alternative to manual suturing
techniques utilizing needle/suture combinations and enable surgeons to reduce
blood loss, tissue trauma and operating time while joining internal tissue,
reconstructing or sealing off organs, removing diseased tissue, occluding blood
vessels and closing skin, either with titanium, stainless steel, or proprietary
absorbable POLYSORB(TM) copolymer staples or with titanium, stainless steel, or
absorbable
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POLYSURGICLIP(TM) clip appliers with copolymer clips. Surgical stapling also
makes possible several surgical procedures which cannot be achieved with
surgical needles and suturing materials. The disposable instruments and DLUs are
expended after a single use or, in the case of reloadable disposable
instruments, after a single surgical procedure.
USSC manufactures and markets specialized wound management products
designed for use in the field of laparoscopic (also referred to as endoscopic)
surgery. This minimally invasive surgical technique requires incisions in the
patient of up to one-half inch through which various procedures are performed
using laparoscopic instruments inserted through ports known as trocars, and
optical devices, known as laparoscopes, for viewing inside the body cavity.
Laparoscopy generally provides patients with significant reductions in
post-operative hospital stay, pain, recuperative time and hospital costs, with
improved cosmetic results, and with the ability to return to work and normal
life in a shorter time frame. USSC has developed and markets disposable surgical
clip appliers and stapling instruments designed for laparoscopic uses in a
variety of sizes and configurations. USSC's products in this area also include
trocars and a line of instruments which allows the surgeon to see, cut, clamp,
retract, suction, irrigate or otherwise manipulate tissue during a laparoscopic
procedure. USSC also designs and markets laparoscopes. Applications for
minimally invasive surgery currently include cholecystectomy (gall bladder
removal), hysterectomy, hernia repair, bladder suspension for urinary stress
incontinence, anti-reflux procedures for correction of heartburn, and various
forms of bowel, stomach, gynecologic, urologic, and thoracic (chest) surgery.
Laparoscopic products are offered individually, in pre-assembled kits
and in custom kits designed for specific surgical procedures such as
cholecystectomy, hernia repair, laparoscopically assisted vaginal hysterectomy,
bowel and other procedures. Kits are intended to offer the surgeon and operating
room staff convenience and ease of accessibility to instruments, and provide a
cost efficient means of purchasing USSC's products for hospital materials
management departments.
Numerous studies have shown that, in addition to reduced patient
recovery time, laparoscopy is a safe and efficacious technique. However, and
particularly in more complex surgical procedures, surgeons must receive adequate
training before achieving competency to perform laparoscopy. USSC supports
certification of surgeons in this technique to ensure that USSC's products are
used properly.
USSC offers certain of its products in both disposable and reusable
versions. Disposable instruments, as described in the preceding paragraphs,
reduce the user's capital investment, eliminate the risks and costs associated
with maintenance, sterilizing and repair of reusable instruments, and provide
the surgeon with a new sterile instrument for each procedure, offering more
efficacious and safer practice for both patients and operating room personnel.
Reusable instruments provide an alternative for surgeons and hospitals
preferring this approach. The Company also offers resposable versions of
certain instruments, in which certain components may be reused, offering the
advantages of disposable devices with cost savings realized through multiple
use of parts of the instrument.
USSC continues to expand manufacturing and marketing of its line of
sutures products, which was introduced in 1991. USSC believes that sutures,
which represent a major portion of the wound closure market, are a natural
complement to its other wound
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management products. This market is currently dominated by other manufacturers.
Although USSC believes that its share of the suture market increased last year,
there can be no assurance that its market share will continue to increase or
that USSC will realize significant market share in the near future.
The primary trend in the health care industry is toward cost
containment. Payors and managed care organizations have been able to exercise
greater influence through managed treatment and hospitalization patterns,
including a shift from reimbursement on a retrospective basis to prospective
limits for patient treatment. Hospitals have been severely impacted by the
resulting cost restraints and are competing for business and becoming more
sophisticated in management and marketing. The increasing use of managed care,
centralized purchasing decisions, consolidations among hospitals and hospital
groups, and integration of health care providers are continuing to affect
purchasing patterns in the health care system. Purchasing decisions are often
shared by a coalition of surgeons, nursing staff, materials managers, and
hospital administrators, with purchasing decisions taking into account whether a
product reduces the cost of treatment and/or attracts additional patients to a
hospital.
USSC believes it could potentially benefit from this focus on cost
containment and on managed care. Stapling and minimally invasive surgery
decrease operating room time including patient time under anesthesia, patient
recovery time and in many cases are highly cost effective. Doctors, patients,
employers and payors all value decreased patient recovery time. This could lead
to potential increases in volume as surgical stapling and minimally invasive
procedures are selected over alternative techniques. USSC is adapting itself to
this new environment by promoting the cost effectiveness of its products, by
striving to efficiently produce the highest quality products at the lowest cost,
and by assisting hospitals and payors in achieving meaningful cost reductions
for the health care system while retaining the quality of care permitted by
USSC's products.
USSC has taken steps to diversify beyond the general surgery market and
explore new growth areas in surgery where it can utilize its manufacturing
expertise, research and development experience and the skills of its sales
force. To this end, USSC is building a line of surgical specialty
instrumentation and technology for cardiovascular, oncological, urological and
orthopedic procedures. USSC believes that minimally invasive instrumentation and
more advanced techniques can be applied to these specialty practices. USSC plans
to obtain such technologies through internal research and development and by
acquiring, investing in, or creating alliances with, other firms or persons who
have developed such technology.
The Company is continuing development of technology in women's
healthcare with its first new system which is designed for a comprehensive
approach to breast care. The Company's ABBI system, incorporating a stereotactic
table and the Company's ABBI system biopsy device, is used to perform core
needle and needle localization for advanced breast biopsy. This system allows a
one-step, minimally invasive process for breast biopsy, offering the surgeon
increased accuracy and control, and helping hospitals reduce procedural and
operating room costs. The one piece larger specimen obtained by the ABBI system
provides pathologists with pattern recognition which aids in the diagnosis of
different cancers and facilitates physicians' decision making for improved
results. The Company
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offers the stereotactic tables under a strategic alliance with Lorad, a unit of
Trex Medical Corporation and a leading manufacturer of stereotactic equipment.
USSC continually explores and conducts discussions with regard to
acquisitions and other strategic corporate transactions. USSC currently has no
agreements, commitments or understandings with respect to any particular
transactions. However, USSC has pending an all cash tender offer for all
outstanding shares of Circon Corporation ("Circon"), a California based surgical
device manufacturer. The offer was not solicited by Circon and was made in the
form of a tender offer directly to Circon's stockholders. Circon has recommended
that its shareholders not accept the offer and has implemented various defensive
measures designed to prevent acceptance by USSC of tendered shares. USSC can not
predict whether it will be successful in acquiring Circon or the time period in
which any transaction will be concluded or abandoned. At present, the tender
offer expires on June 13, 1997, and could be extended, revised, or terminated.
If the offer were concluded on the current terms of the tender offer, USSC
estimates that the cost of the acquisition would be approximately $240 million.
The source of funds for payment of the purchase price in a cash offer would be
committed credit facilities, cash on hand and cash generated from future
operations. No assurance can be given with respect to the timing, likelihood or
financial or business effect of any other possible transaction.
Except where the context otherwise requires, the term Company includes
USSC 's subsidiaries, branches and divisions. USSC 's principal executive
offices are located at 150 Glover Avenue, Norwalk, Connecticut 06856; telephone
(203) 845-1000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
Common Stock being offered by this Prospectus.
ISSUANCE OF RESALE SECURITIES TO SELLING STOCKHOLDERS
On February 21, 1997, The Company issued 293,048 shares of Common
Stock, in an exchange offering exempt from registration under the Securities
Act, at an offering price in the exchange of $38.98 per share.
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<PAGE> 10
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
SHARES
COMMON STOCK SHARES OF COMMON
BENEFICIALLY STOCK BENEFICIALLY
OWNED PRIOR TO SHARES OWNED AFTER THE
NAME OF SELLING STOCKHOLDER THE OFFERING OFFERED HEREBY OFFERING (1)
- --------------------------- -------------- -------------- ------------------
<S> <C> <C> <C>
John Andrus 0 990 0
Earl Bakken 0 990 0
Russell Bennett 0 990 0
Thomas Bennett 0 990 0
James H. Binger 0 1,238 0
Virginia Binger 0 1,238 0
David L. Bode 0 594 0
Josephine B. Carpenter 0 990 0
Everett F. Carter 0 1,045 0
Edward A. Cashin Estate 0 1,980 0
Cherry Tree Ventures III 0 49,520 0
Terry Corbin (2) 0 17,044 0
Eugene A. Dickhudt 0 4,113 0
The Eretz Co.,
A Partnership 0 990 0
Robert Granrud 0 5,447 0
Dr. Kenneth B. Heithoff 0 990 0
Olivia Ray Jones 0 2,641 0
Peter J. Lee 0 990 0
Richard M. Levinson, M.D 0 3,301 0
Benjie J. Mann 0 990 0
Roberta Mann
Revocable Trust 0 990 0
Robert K. & Polly N
McCrea 0 990 0
Robert McGarvey 0 990 0
Sherry and Thomas McPhillips 0 6,602 0
Matthew Meyer 0 1,086 0
Morrison Partnership 0 5,777 0
Douglas R. Platt 0 990 0
Barbara Prokasky 0 99 0
Charles D. Ray, M.D.(2) 0 148,450 0
Nancy Ray 0 1,045 0
Thomas Broadfield Ray 0 990 0
Robertson & Roberston
Assoc. Inc. 0 495 0
Leslie Selcow 0 990 0
Michael R. Sill 0 990 0
Ronald Simms 0 990 0
Fred & Mary Stedman 0 3,301 0
Lawrence G. Steiner 0 495
</TABLE>
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<TABLE>
<CAPTION>
SHARES
COMMON STOCK SHARES OF COMMON
BENEFICIALLY STOCK BENEFICIALLY
OWNED PRIOR TO SHARES OWNED AFTER THE
NAME OF SELLING STOCKHOLDER THE OFFERING OFFERED HEREBY OFFERING (1)
- --------------------------- -------------- -------------- ------------------
<S> <C> <C> <C>
Robin R. Steiner 0 495 0
Richard Steller 0 495 0
William L. Tenney 0 990 0
A. Skidmore Thorpe 0 4,291 0
Clifford F. Traff 0 990 0
Wheelock Whitney 0 8,253 0
Wheelock Whitney,
Trustee, The Irene H. Whitney
Estate 0 2,476 0
Duane Zytkovicz 0 2,717 0
</TABLE>
(1) Assumes sale of all Resale Securities offered hereby and no other purchases
or sales of Common Stock. See "Plan of Distribution."
(2) Provides or has provided certain consulting services to the Company or a
subsidiary of the Company within the past three years.
The Company and the Selling Stockholders have agreed to indemnify each
other against certain civil liabilities under the Securities Act.
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Stockholders may be
effected from time to time in ordinary brokerage transactions on the New York
Stock Exchange or other exchanges at market prices prevailing at the time of
sale or in one or more negotiated transactions at prices acceptable to the
respective Selling Stockholders. In addition, the Selling Stockholders may sell
the Common Stock through or to brokers or dealers in the over-the-counter
market, or through underwriters. The Selling Stockholders and any underwriters,
agents, brokers or dealers through or to whom the Common Stock may be sold may
be deemed underwriters of the shares within the meaning of the Securities Act,
in which event all brokerage commissions or discounts and other compensation
received by such brokers or dealers may be deemed to be underwriting
compensation. The Company will bear all expenses of the offering, except that
the Selling Stockholders will pay any applicable brokerage fees or commissions
and transfer taxes.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby
have been passed upon for the Company by Thomas R. Bremer, Senior Vice Presiden
and General Counsel, USSC, 150 Glover Avenue, Norwalk, Connecticut 06856. Mr.
Bremer may be
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deemed to own beneficially 249,710 shares of USSC, including 234,353
shares which are subject to options exercisable within 60 days from the date of
this prospectus.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K (for the year ended December 31, 1996) have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information 2
Incorporation of Certain Documents by Reference 2
Risk Factors 4
Business of USSC 5
Use of Proceeds 8
Issuance of Resale Securities to Selling Stockholders 8
Selling Stockholders 9
Plan of Distribution 10
Legal Matters 10
Experts 11
</TABLE>
UNITED STATES SURGICAL CORPORATION
293,048 Shares
Common Stock
(par value $.10 per share)
<PAGE> 14
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance
and distribution of the securities covered by this Registration Statement, all
of which will be paid by the Registrant, are as follows:
<TABLE>
<S> <C>
Registration Fee $ 3,462.00
Printing and Engraving Expenses 500.00
Accounting Fees and Expenses 10,000.00
Legal Fees and Expenses 500.00
Miscellaneous 1,000.00
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Total $15,462.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to certain procedures and limitations set forth therein, the Delaware
General Corporation law permits the Company to indemnify any person against
expenses (including attorney's fees), judgments, fines and settlements actually
and reasonably incurred in connection with any threatened, pending, or completed
action, suit or proceeding in which such person was, is, or is threatened to be
made a party by reason of his being or having been a director, officer, employee
or agent of the Company, if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Company and, with respect to any criminal action or proceeding, if he or she had
no reasonable cause to believe his or her conduct was unlawful. The statute
provides that indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
The Company's By-laws generally state that the Company's officers, directors,
employees and agents shall be provided the indemnification permitted under the
Delaware statute.
The Company maintains a directors and officers liability insurance policy which
provides for the payment of certain liabilities and expenses and for
reimbursement to the Company of indemnification payments made by the Company to
its officers and directors.
ITEM 16. EXHIBITS
(5) Opinion of Thomas R. Bremer - Filed herewith.
(23) (a) Consent of Deloitte & Touche - Filed herewith.
(b) Consent of Thomas R. Bremer - Included in Exhibit 5.
(24) Powers of Attorney - Filed herewith.
II-1
<PAGE> 15
- -------------------------------
* Previously filed as indicated and incorporated by reference. Exhibits
incorporated by reference are located in S.E.C. File No. 1-9776.
- -------------------------------
ITEM 17. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10
(a) (3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the information required to be included in a post effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15 (d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement;
(2) That, for the purpose for determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the Securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Corporation's
annual report pursuant to section 13 (a) or section 15 (d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that
Act and is, therefor, unenforceable. In the event that a
II-2
<PAGE> 16
claim for indemnification against such liabilities (other than the payment by
the Corporation of expenses incurred or paid by a director, officer or
controlling person of the Corporation in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-3 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Norwalk, State of Connecticut, on the 19th day of March, 1997.
UNITED STATES SURGICAL CORPORATION
(REGISTRANT)
By:
-------------------------------------------
Thomas R. Bremer
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board March 19, 1997
- ---------------------------- and Chief Executive Officer
(Leon C. Hirsch) (Principal Executive Officer)
and Director
*
- ---------------------------- Director March 19, 1997
(Julie K. Blake)
*
- ---------------------------- Director March 19, 1997
(John A. Bogardus, Jr.)
- ---------------------------- Director March 19, 1997
(Thomas R. Bremer)
- ---------------------------- Director March 19, 1997
(Turi Josefsen)
*
- ---------------------------- Director March 19, 1997
(Douglas L. King)
*
- ---------------------------- Director March 19, 1997
(William F. May)
- ---------------------------- Director March 19, 1997
(James R. Mellor)
*
- ---------------------------- Director March 19, 1997
(Howard M. Rosenkrantz)
</TABLE>
II-4
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
*
- ---------------------------- Director March 19, 1997
(Barry D. Romeril)
*
- ---------------------------- Director March 19, 1997
(Marianne Scipione)
*
- ---------------------------- Director March 19, 1997
(John R. Silber)
*
- ---------------------------- Senior Vice President and March 19, 1997
(Richard A. Douville) Chief Financial Officer
(Principal Financial Officer)
*
- ---------------------------- Vice President and Controller March 19, 1997
(Joseph C. Scherpf) (Principal Accounting Officer)
</TABLE>
*By Power of Attorney
II-5
<PAGE> 19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(5) Opinion of Thomas R. Bremer - Filed herewith.
(23) (a) Consent of Deloitte & Touche - Filed herewith.
(b) Consent of Thomas R. Bremer - Included in Exhibit 5.
(24) Powers of Attorney - Filed herewith.
<PAGE> 1
March 19, 1997
United States Surgical Corporation
150 Glover Avenue
Norwalk, Connecticut 06856
Dear Sirs:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by United States Surgical Corporation, a Delaware
corporation (the "Company"), on or about the date hereof with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 293,048 shares of the Company's common
stock, par value $.10 per share (the "Common Stock"), for resale by the Selling
Stockholders included in such Registration Statement.
I am familiar with the Certificate of Incorporation and By-laws of the
Company and have examined copies of the Plan, the resolutions adopted by the
Company's Board of Directors with respect to the Plan and originals or copies,
certified or otherwise identified to my satisfaction, of such other instruments,
and have made such other investigations of law and fact, as I have deemed
necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, it is my opinion that the 293,048 shares of
Common Stock authorized for issuance pursuant to the Plan have been duly
authorized and, when issued in accordance with the Plan and upon payment of the
purchase price therefor, will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in the Registration
Statement.
Very truly yours,
Thomas R. Bremer
Senior Vice President
and General Counsel
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
United States Surgical Corporation on Form S-3 of our report dated January 21,
1997, appearing in the Annual Report on Form 10-K on page F-2 of United States
Surgical Corporation for the year ended December 31, 1996 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
March 19, 1997
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of UNITED STATES SURGICAL CORPORATION, a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, (the "Act") of a Registration Statement on Form S-3 with
respect to the registration under the Act of 293,048 shares of the Company's
common stock, par value $.10 per share, issued in connection with the
acquisition of CeDaR Surgical, Inc. and registered for resale, hereby
constitutes and appoints Thomas R. Bremer and Richard A. Douville such
undersigned's true and lawful attorneys-in-fact and agents, and each of them
with full power to act without the other as such undersigned's true and lawful
attorney-in-fact and agent, for and in the name, place and stead of such
undersigned, in any and all capacities, to sign said Registration Statement and
any and all future amendments thereto and to file said Registration Statement
and each such future amendment, with all exhibits thereto, and any and all other
documents in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such undersigned might or could do in person, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or either or them, may
lawfully do or cause to be done by virtue hereof.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 4th day of February, 1997.
<TABLE>
<S> <C>
/s/ /s/
- ---------------------------------- ---------------------------------
Leon C. Hirsch William F. May
Chairman of the Board and Director
Chief Executive Office and Director
(Principal Executive Officer)
/s/
---------------------------------
Howard M. Rosenkrantz
/s/ Director
- -----------------------------------
Julie K. Blake
Director
/s/
---------------------------------
Marianne Scipione
/s/ Director
- -----------------------------------
John A. Bogardus
Director
/s/
---------------------------------
Barry D. Romeril
/s/ Director
- -----------------------------------
Thomas R. Bremer
Director
/s/
---------------------------------
John R. Silber
- ----------------------------------- Director
Turi Josefsen
Director
/s/
---------------------------------
Richard A. Douville
/s/ Senior Vice President and
- ----------------------------------- Chief Financial Officer
Douglas L. King (Principal Financial Officer)
Director
/s/
---------------------------------
Joseph C. Scherpf
Vice President and Controller
(Principal Accounting Officer)
</TABLE>
