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REGISTRATION STATEMENT NO. 333-23677
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED STATES SURGICAL CORPORATION
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C>
DELAWARE 13-2518270
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
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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)
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THOMAS R. BREMER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UNITED STATES SURGICAL CORPORATION
150 GLOVER AVENUE
NORWALK, CONNECTICUT 06856
(203) 845-1000
(Address, including zip code, and telephone number, including area code, of
agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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. / /
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
UNITED STATES SURGICAL CORPORATION
293,048 SHARES OF COMMON STOCK
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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 is listed on the New York Stock Exchange. On March 17,
1998, the last sale price of USSC Common Stock as reported on the New York Stock
Exchange was $34 3/8 per share.
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.
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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.
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The date of this Prospectus is March 18, 1998.
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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 statements and other
information can be inspected and copied at the office of the Commission at
prescribed rates, at 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549;
500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade
Center, 13th Floor, New York, New York 10048. 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, 1997;
(ii) Current Report on Form 8-K dated February 11, 1998, as amended; and
(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.
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 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.
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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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Trademarks of the Company appear herein in italicized capital letters.
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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 INCORPORATED BY REFERENCE HEREIN, IN LIGHT OF THEIR
PARTICULAR INVESTMENT OBJECTIVES AND FINANCIAL CIRCUMSTANCES. EXCEPT WHERE THE
CONTEXT OTHERWISE REQUIRES, THE TERMS "USSC" AND THE "COMPANY" AS USED HEREIN
INCLUDE THE COMPANY'S SUBSIDIARIES AND DIVISIONS.
COMPETITION
There is intense competition in the markets in which the Company engages in
business. Many major companies that compete with the Company, such as Ethicon,
Inc. ("Ethicon"), a Johnson & Johnson subsidiary, and Sherwood-Davis & Geck (a
unit of Tyco International) have a wider range of other medical products than
the Company and dominate much of the markets for these other products. Ethicon
markets, in addition to sutures and other wound closure products, disposable
skin staplers, clip appliers, and internal staplers. Sherwood-Davis & Geck
markets disposable skin staplers, clip appliers and suture materials. The
Company believes that these major companies will continue their efforts to
develop and market competitive devices.
The market for products for minimally invasive surgery is highly
competitive. Ethicon, through a division known as Ethicon Endo-Surgery, markets
a line of endoscopic instruments which directly competes with the Company's
products and is its principal competitor in the minimally invasive surgery
market. The Company believes that Ethicon devotes considerable resources to
research and development and sales efforts in this field. Numerous other
companies manufacture and distribute disposable endoscopic instruments. In
addition, manufacturers of reusable trocars and other reusable endoscopic
instruments, including Richard Wolf Medical Instruments Corp. (a subsidiary of
Richard Wolf, GmbH) and Karl Storz Endoscopy-American Inc. (a subsidiary of Karl
Storz, GmbH), compete directly with the Company.
Industry studies show Ethicon currently has in excess of 70% of the domestic
suture market. The Company expects that, because the size of the total suture
market is relatively stable, any increase in the Company's market share in this
area would have to be earned at the expense of the other current market
participants.
There is intense competition in sales of products for use in spinal,
vascular, cardiovascular, interventional cardiology, breast biopsy, urologic,
orthopedic and oncological procedures. A broad range of companies presently
offer products or are developing products for use in such procedures. Many of
such companies have significantly greater capital than the Company and are
expected to devote substantial resources to development of newer technologies
which would be competitive with products which the Company may offer. There are
also a number of smaller companies which offer such products which present
additional competition. Competitors which are developing or offering products in
spine procedures include Spine-Tech, Inc. (recently acquired by Sulzer Medica)
and Sofamor Danek Group, Inc. Principal competitors which are developing or
offering cardiovascular, vascular and interventional cardiology products include
Johnson & Johnson's Ethicon and Cordis subsidiaries, Boston Scientific
Corporation, Medtronic, Inc., Guidant Corporation, C.R. Bard, Inc., Heartport,
Inc. and CardioThoracic Systems, Inc. Ethicon, through its acquisition of
Biopsys Medical, Inc. and its alliance with Fischer Imaging Corporation, offers
products which compete directly with the Company's ABBI System.
The market for the electrosurgical and ultrasound surgical products being
offered by the Company's recently-acquired Valleylab subsidiary is highly
competitive. Competitive pricing pressure and the introduction of new products
by competitors could have an adverse effect on Valleylab's revenues and
profitability. Competitors of Valleylab products include Minnesota Mining and
Manufacturing Company, CONMED Corporation and Erbe Electromedizin GmbH.
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The Company's principal methods of competing are the development of
innovative products, the performance and breadth of its products, its
technically trained sales force, educational services, including sponsorship of
training programs in advanced laparoscopic techniques and, more recently,
assisting hospital management with cost containment and marketing programs. Some
of the Company's major competitors have greater financial resources than the
Company. Some of its competitors, particularly Ethicon, have engaged in
substantial price discounting and other significant efforts to gain market
share, including bundled contracts for a wide variety of healthcare products
with group purchasing organizations. In the current health care environment,
cost containment has become the predominant factor in purchasing decisions by
hospitals. As a result, the Company's traditional reliance on the quality of its
products for marketing purposes has been adversely affected. Due to the
considerable competition in the industry, no assurance can be given as to the
Company's competitive position. The impact of competition will likely have a
continuing effect on sales volumes and on prices charged by the Company.
HEALTH CARE MARKET
The health care industry continues to undergo change, led primarily by
market forces which are demanding greater efficiencies and reduced costs.
Government proposed health care mandates in the United States have not occurred,
and it is unclear whether, and to what extent, any 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.
The primary trend in the industry is toward consolidation and cost
containment. Payors have been able to exercise greater influence through managed
treatment and hospitalization patterns, including a shift from reimbursement on
a cost basis to per capita limits for patient treatment. Hospitals have been
severely impacted by the resulting cost restraints. The increasing use of
managed care, centralized purchasing decisions through group purchasing
organizations, 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, 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. All of these
factors have contributed to reductions in prices for the Company's products, to
a reduction in the volume of hospital purchasing and, in the near term, slower
acceptance of more advanced surgical procedures in which the Company's products
are used, given hospital and surgeon concerns as to the costs of training and
reimbursement by payors. While the Company has implemented programs to assist
hospitals in cost containment through more efficient surgical practices and
application of minimally invasive surgery, there can be no assurance that the
Company will not continue to be adversely affected by these matters.
Internationally, several factors have slowed the pace of conversion from
traditional to minimally invasive procedures or acceptance of surgical
techniques that utilize the Company's products. The socialization of health care
in many developed, international countries results in surgeons and patients
having less influence on the type of care the patients receive. Cost containment
efforts by governments often slow down the process of obtaining reimbursement
for procedures that are performed with the Company's products. The Company
expects these factors to continue to impact growth in foreign countries. In
addition, the Company is experiencing pricing pressures from competition and
from cost containment efforts by health care payors in many foreign countries.
There can be no assurance as to the impact of cost containment on the
Company's future operations.
DEPENDENCE ON PATENTS AND PROPRIETARY RIGHTS; PATENT LITIGATION
The Company owns numerous United States and foreign patents and has numerous
patent applications pending. The Company also has license rights to certain
patents held by third parties. The Company
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is currently subject to claims of, and legal actions alleging, infringement by
the Company of the patent rights of others. An adverse outcome with respect to
one or more of these claims or actions or any future claims or actions could
have a material adverse effect on the Company. For a description of these legal
actions, see Item 3 (Legal Proceedings) of the Company's Annual Report on Form
10-K for the year ended December 31, 1997. In addition, there can be no
assurance that pending patent applications will result in issued patents, that
patents issued or licensed by the Company will not be challenged or circumvented
by competitors or that such patents will be found to be valid or sufficiently
broad to protect the Company's technology or provide the Company with any
competitive advantage. Third parties could also obtain patents that may require
licensing for the conduct of the Company's business.
STRINGENT GOVERNMENT REGULATION
The Company's products are subject to extensive regulation by the Federal
Food and Drug Administration ("FDA") and, in many instances, by comparable
agencies in the foreign countries in which these products are manufactured or
distributed. In particular, the Company must obtain specific clearance from the
FDA before it can market products in the United States. The process of obtaining
such clearances can be time consuming and expensive, and there can be no
assurance that all clearances sought by the Company will be granted or that FDA
review will not involve delays adversely affecting the marketing and sale of the
Company's products. In the past, the Company's stapling and endoscopic products
have been cleared by the FDA under the most expedited form of pre-market review
or have not required FDA approval. Many of the Company's new products under
development, however, may be subject to a more complex and time consuming
regulatory process. Many of these future products may require lengthy human
clinical trials and the Pre-Market Approval of the FDA relating to Class III
Medical Devices. Current FDA enforcement policy prohibits the promotion or
labeling of approved products for unapproved uses. The Company is also required
to adhere to the manufacturing, testing, control, labeling, documentation and
product surveillance requirements of the FDA. These regulations may have a
material impact on the Company's business. Laws regulating surgical products are
also in effect in many of the foreign countries where the Company does business.
The Company is now subject to uniform regulations for European Economic Area
nations which took effect on January 1, 1995 and which subject the Company to a
single regulatory scheme for all participating countries. Although the Company
has taken steps designed to comply with these new, more rigorous regulations,
including obtaining ISO 9000 certifications of its operations, there is no
assurance that these regulations will not have a material adverse effect on the
Company. Federal, state and foreign regulations regarding the manufacture and
sale of medical devices are subject to future changes. If the FDA believes that
a company is not in compliance with applicable regulations, it can institute
proceedings to detain or seize products, issue a recall, impose operating
restrictions, enjoin future violations and assess civil and criminal penalties
against the company, its officers or its employees and can recommend criminal
prosecution to the Department of Justice. Other regulatory agencies may have
similar powers. In addition, product approvals could be withdrawn due to the
failure to comply with regulatory standards or the occurrence of unforeseen
problems following initial marketing. In addition, any adverse regulatory
action, depending on its magnitude, may have a material adverse effect on the
Company.
EFFECT OF ACQUISITIONS AND ALLIANCES
The Company has implemented a strategy to expand its product lines beyond
general surgery through a program of acquisitions and alliances in a number of
surgical specialties where the Company believes market conditions and product
innovation offer substantial growth opportunities. Although the Company believes
that these areas of surgical practice 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. In January 1998,
the Company acquired the Valleylab division of Pfizer Inc. ("Valleylab"), the
Company's largest acquisition to date. The Company's future success is partially
dependent upon its ability effectively to integrate acquired businesses with the
Company's operations. In addition, the financial
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performance of the Company is now and will continue to be subject to various
risks associated with the acquisition of businesses, including the financial
effects associated with the integration of such businesses. There can be no
assurance that past or future acquisitions will be successfully integrated or
that any such acquisition will otherwise be successful. As part of its strategy
of expanding its product lines through a program of acquisitions and alliances,
the Company regularly engages in discussions with potential acquisition
candidates. Such acquisitions could be material in relation to the acquisitions
previously completed by the Company (including in relation to the Valleylab
acquisition). There can be no assurance that any such acquisitions will be
consummated.
RISKS RELATING TO INTERNATIONAL OPERATIONS
International sales represented approximately 47% of the Company's net sales
in 1997. As a result of its international operations, the Company is subject to
risks associated with operating in foreign countries, including devaluations and
fluctuations in currency exchange rates, imposition of limitations on
conversions of foreign currencies into dollars or remittance of dividends and
other payments by foreign subsidiaries, imposition or increase of withholding
and other taxes on remittances and other payments by foreign subsidiaries, trade
barriers, political risks, including political instability, hyperinflation in
certain foreign countries and imposition or increase of investment and other
restrictions by foreign governments. There can be no assurance that such risks
will not have a material adverse effect on the Company's business and operating
results. For a discussion of certain factors impacting the Company's growth
internationally, see "--Health Care Market."
POSSIBLE OBSOLESCENCE FROM TECHNOLOGICAL CHANGE AND NEED TO DEVELOP NEW PRODUCTS
The surgical products market is characterized by rapid product development
and technological change. The present or future products of the Company could be
rendered obsolete or uneconomical by technological advances by one or more of
the Company's current or future competitors. The Company's future success will
depend upon its ability to develop or acquire new products and technology to
remain competitive with other developers of surgical products. The Company's
business strategy emphasizes the continued development or acquisition and
commercialization of new products and the enhancement of existing products.
There can be no assurance that the Company will be able to continue to
successfully develop or acquire new products and to enhance existing products,
to manufacture these products in a commercially viable manner, to obtain
required regulatory approvals or to gain satisfactory market acceptance for such
products.
POTENTIAL PRODUCT LIABILITY
The Company's business exposes it to potential product liability risks which
are inherent in the design, manufacture and marketing of surgical products.
Manufacturing flaws, design defects or inadequate disclosure of product-related
risks with respect to products manufactured or sold by the Company could result
in an unsafe condition or injury to, or death of, the patient. The occurrence of
such a problem could result in product liability claims and/or a recall of, or
safety alert relating to, one or more of the Company's products. For example,
Surgical Dynamics, Inc. ("Surgical Dynamics"), a subsidiary of the Company,
offers spinal products, some of which are designed to be permanently implanted
in the human body. There has been substantial litigation in the spinal implant
industry in recent years and the Company faces the business risk of financial
exposure to product liability claims with respect to such products. There can be
no assurance that the Company's current product liability insurance will be
adequate or that the Company will be able to obtain insurance in the future at
satisfactory rates or in adequate amounts. Product liability claims or product
recalls in the future, regardless of their ultimate outcome, could have a
material adverse effect on the Company's business and reputation and on its
ability to attract and retain customers for its products.
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BUSINESS OF USSC
OVERVIEW
The Company is a Delaware corporation primarily engaged in developing,
manufacturing and marketing a proprietary line of technologically advanced
surgical products to hospitals throughout the world. The Company specializes in
technologies that improve patient care and lower health care costs. The Company
develops, manufactures and markets surgical staplers, laparoscopic products and
sutures and products in numerous surgical specialties, including spine surgery;
vascular and cardiovascular surgery and interventional cardiology; urology; and
breastcare. The Company has also recently completed the acquisition of
Valleylab, the world's leading manufacturer and marketer of electrosurgical and
ultrasound surgical products. The Company currently operates domestically and
internationally through subsidiaries, divisions and distributors.
To respond to business conditions in the health care market, including cost
containment initiatives by health care providers and payors, the Company has
expanded its marketing efforts to meet the needs of hospital management through
cost effective pricing programs, by assisting hospitals in implementing more
efficient surgical practices and by demonstrating the favorable economics
associated with the use of the Company's products. The Company has also
implemented a strategy to expand its product lines beyond general surgery
through a program of acquisitions and alliances in a number of surgical
specialties where the Company believes market conditions and product innovation
offer substantial growth opportunities, including the following acquisitions:
Surgical Dynamics and the Smith & Nephew spinal products business (spine
surgery); Progressive Angioplasty Systems and a controlling interest in Medolas
(vascular and cardiovascular surgery and interventional cardiology); the
strategic alliance with Trex Medical and the acquisition of NeoVision
(breastcare); and the acquisition of Valleylab. In addition, the Company
continues to expand its product and technology base in its established
businesses through investment in internal research and development and
acquisition of new technologically advanced products that provide better patient
care and an effective means of reducing hospital costs.
The Company's principal executive offices are located at 150 Glover Avenue,
Norwalk, Connecticut 06856; telephone (203) 845-1000.
WOUND CLOSURE PRODUCTS
AUTO SUTURE STAPLING PRODUCTS, CLIP APPLIERS, PRODUCTS FOR MINIMALLY
INVASIVE SURGERY AND SUTURE PRODUCTS
The Company is a leading multinational developer, manufacturer and marketer
of innovative surgical wound closure products. In this category, principal
products consist of a series of surgical stapling instruments (both single use
and reusable), and single use loading units ("DLUs") for use with stapling
instruments and single use surgical clip appliers. The instruments are an
alternative to manual suturing techniques utilizing needle/suture combinations
which 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 copolymer staples or with titanium,
stainless steel, or proprietary absorbable copolymer clips. Surgical stapling
also makes possible several surgical procedures which cannot be achieved with
surgical needles and suturing materials.
The Company is a leading manufacturer and marketer of specialized wound
management products designed for use in the field of minimally invasive surgery.
This surgical technique (also referred to as laparoscopic or endoscopic surgery)
requires incisions of up to one half inch in diameter through which various
procedures are performed using laparoscopic instruments and optical devices,
known as laparoscopes or endoscopes, 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
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improved cosmetic results, and with the ability to return to work and normal
life in a shorter time frame. The Company has developed and markets single use
surgical clip appliers and stapling instruments in a variety of sizes and
configurations designed for laparoscopic uses. The Company's products in this
area also include trocar, which provide entry ports to the body in laparoscopic
surgery, and a line of instruments which allows the surgeon to see, cut,
cauterize, clamp, retract, suction, irrigate or otherwise manipulate tissue
during a laparoscopic procedure. The Company 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, pediatric and thoracic (chest) surgery. The Company believes that
laparoscopy can also be used effectively in many other surgical procedures.
Sutures comprise a major portion of the wound closure market. Since most
surgical procedures which use staples also require manual suturing, the Company
considers sutures to be a natural complement to its stapling instrumentation.
The Company is continuing its expansion into this mature global market. The
Company offers a complete suture product line, including both absorbable
products and non-absorbable suture products.
SPINE SURGERY PRODUCTS
The Company, through its subsidiary Surgical Dynamics, is a leading
developer and manufacturer of spinal cages and other instrumentation for spine
surgery and instruments for arthroscopic procedures. During the latter part of
1997, Surgical Dynamics acquired Smith & Nephew's spinal product business,
including spinal instrumentation systems for cervical, thoracic and lumbar
procedures, and instruments for minimally invasive spinal surgery. The
acquisition enables Surgical Dynamics to offer spine surgeons a broader range of
products, including rigid spinal fixation systems.
VASCULAR THERAPIES
PRODUCTS FOR VASCULAR AND CARDIOVASCULAR SURGERY AND INTERVENTIONAL
CARDIOLOGY
During the latter part of 1997, the Company established Vascular Therapies,
a new division to develop and market the Company's products for vascular and
cardiovascular surgery and interventional cardiology. These products include:
(i) specialized instrumentation for use in vascular procedures, including the
Company's VCS vascular clip applier (a device which permits arteriotomies,
venotomies, and vascular anastomoses without penetration of the inner wall of
the vessel); (ii) the Company's ONE-SHOT instrument for joining small vessels,
including coronary arteries; (iii) the Company's MINI HARVEST system products,
which permit minimally invasive harvesting of the saphenous vein from a
patient's leg in connection with cardiovascular surgery; and (iv) the Company's
MINI-CABG line of instruments, which allows surgeons to operate on a beating
heart through a 3- to 4-inch incision between the ribs instead of the 12-inch
incision associated with traditional approaches and permits reduced operating
time, recuperating time and costs, and reduced risks associated with current
practices.
During the latter part of 1997, the Company acquired Progressive Angioplasty
Systems, Inc., a developer and marketer of a line of coronary stents and balloon
angioplasty catheters. In addition, the Company is continuing development of
intravascular radiation therapy, a new technology to reduce restenosis in
patients following balloon angioplasty and stenting procedures and the
development of products for transmyocardial revascularization and percutaneous
transmyocardial revascularization (frequently known as TMR and PTMR,
respectively), promising cardiovascular surgical and interventional cardiology
procedures that are designed to create pathways for blood to reach
oxygen-starved heart tissue in patients with coronary artery problems.
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BREASTCARE PRODUCTS
The Company is continuing development of a comprehensive approach to breast
care. The Company's ABBI system incorporates a stereotactic table and the
Company's ABBI biopsy device. The ABBI biopsy device combines wire localization
with removal of a biopsy specimen. 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 (5 mm to 20 mm in diameter) obtained by the ABBI
system aids in specimen orientation and diagnosis during pathology assessment,
and facilitates physicians' decision making for improved results. The Company
offers the stereotactic tables under a strategic alliance with Lorad, a unit of
Trex Medical Corporation and a leading manufacturer of stereotactic equipment.
The Company received FDA approval in the latter part of 1997 to market its MIBB
minimally invasive breast biopsy device. MIBB permits doctors to remove multiple
tissue samples as small as 2 mm in diameter using either stereotactic x-ray (the
ABBI system) or 3-D ultrasound (the SONOPSY system) technology.
The Company's SONOPSY system incorporates a proprietary breast compression
device with an automated three-dimensional ultrasound scanner to accurately
locate and biopsy suspicious lesions using MIBB or the Company's core needle
biopsy products. The Company acquired the SONOPSY system during the latter part
of 1997 in connection with its acquisition of NeoVision Corporation, with which
it previously had a sales and marketing agreement. The Company expects to offer
multiple versions of SONOPSY, including a version that integrates ABBI and
SONOPSY so that the clinician can simultaneously image by ultrasound or x-ray
for biopsy guidance, potentially increasing the number of lesions that can
benefit from ABBI or MIBB biopsies. During the latter part of 1997, the Company
enhanced its ultrasound technology capabilities by acquiring the assets of DRS
Medical Systems, Inc., a developer and marketer of ultrasound systems for
medical applications.
In January 1998, the Company introduced its NAVIGATOR Gamma Guidance System.
The NAVIGATOR System and the Company's LYMPHAZURIN Blue Dye are principal
products designed for use by surgeons during a lymphatic mapping procedure.
Current treatment standards for many cancer patients call for an Axiallary Lymph
Node Dissection (ALND) in conjunction with resection of the primary tumor. In
this procedure, up to 25 lymph nodes are harvested in order to obtain critical
staging information. Due to the radical nature of this surgery, ALND is
associated with a high degree of post-operative morbidity. Lymphatic mapping is
a minimally invasive technique that allows the surgeon to harvest the sentinel
(primary) lymph node from the affected nodal basin through a small incision. The
NAVIGATOR System is used to track a radioactive mapping agent in the lymph node
basin while the LYMPHAZURIN is used to dye the appropriate lymph nodes blue,
thus aiding in the identification of the sentinel node. The procedure is
designed to provide a less traumatic patient staging with lower morbidity and
costs compared to the more radical ALND procedure. The lymphatic mapping
procedure is currently being utilized for staging patients who have been
diagnosed with malignant melanoma and breast cancer.
VALLEYLAB ACQUISITION
In December 1997, the Company entered into an agreement with Pfizer Inc. to
acquire Valleylab, the world's leading manufacturer of electrosurgical and
ultrasound surgical products based in Boulder, Colorado and which has been in
existence for over 30 years. The Valleylab acquisition, which is the largest
acquisition in the Company's history, was completed in early 1998.
Valleylab's products consist primarily of electrosurgical generators,
pencils, accessories, and patient return pads. In addition, Valleylab's products
include ultrasound cutting devices including generators, handpieces, tubing and
titanium tips, and laparoscopic surgical devices. Electrocautery, which has been
utilized since the 1920s, offers a safe, versatile and effective method to cut
and coagulate tissue and is utilized in a broad range of surgical applications.
Electrical current flows from the generator to the active electrode (an
electrosurgical pencil or other surgical instrument) and then through the body
tissue to the
10
<PAGE>
patient return pad where it is collected and returned to the generator.
Ultrasonic aspiration systems use a combination of mechanical vibration and
suction to selectively fragment tissue. An ultrasonic aspirator system consists
of an ultrasonic generator, a handpiece and a single-use pack containing tubing
and titanium tips. A transducer within the handpiece vibrates the hollow
titanium tip at ultrasonic frequencies while suction is applied to the tip core.
When applied to a surgical site, tissue with high water content is fragmented
and aspirated. Valleylab is currently developing several additional products
which use radio-frequency energy and are designed to improve clinical outcomes
and reduce procedure cost and duration.
The Valleylab acquisition constitutes a major milestone in the Company's
strategy to grow through acquisition. The Company believes that Valleylab offers
a major opportunity for the Company to acquire a leading medical device company
with strong brand name recognition, an established customer base and
demonstrated profitability. The Company believes that the Valleylab business
provides substantial growth opportunities principally through innovative product
upgrades, aggressive expansion of international sales through the Company's
subsidiaries and international distributor network, and through Valleylab's
substantial expertise and product development activities in women's health care
and radiofrequency energy which will complement the Company's internal product
development efforts in these areas.
OTHER PRODUCTS
The Company is continuing development of its Radio Frequency Therapy ("RFT")
system, a new technology for treating benign prostate hyperplasia ("BPH"), an
enlargement of the prostate that constricts the urethra, making urination
difficult and causing other bothersome symptoms. The most common procedure for
BPH uses electrocautery to burn away prostate tissue. Although effective, the
procedure requires general or spinal anesthesia, uncomfortable and confining
post-operative catheterization and a four to six week recovery period. The
procedure also has potentially serious side effects-- including impotence--and
costs more than $8,000.
RFT is completely automated and uses radio waves and a flexible scope, which
most surgeons already own. The Company's system, combined with the scope, is
designed to allow surgeons to perform the procedure in their offices using only
local anesthesia and with shorter operating time. Patients should not require
postoperative catheterization and should be able to resume normal activities in
a few days. The RFT system will not only be better for the patient, but will
offer the first truly cost-effective minimally invasive approach to BPH. It will
be available outside the United States during the first half of 1998.
The Company maintains an alliance with V.I. Technologies, Inc. and has
obtained exclusive worldwide rights to market V.I. Technologies' human fibrin
glue for wound healing applications. The product is a tissue adhesive, treated
by a unique method to address viral transmission concerns, and is intended to be
used during surgical procedures to augment or replace sutures or staples for
wound closure. The Company also owns approximately 9% of the outstanding shares
of Alexion Pharmaceuticals, Inc. which is traded on the Nasdaq System. The
Company maintains an alliance with Alexion with respect to worldwide
manufacturing and marketing rights to market Alexion's transgenetically
engineered non-human cells, tissues and organs. The Company has certain options
to fund Alexion's future research and development and pay royalties on any
resulting product sales. During the latter part of 1997, the Company purchased
additional equity, exclusive licensing rights and certain xenograft
manufacturing assets from Alexion.
11
<PAGE>
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.
12
<PAGE>
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK SHARES OF COMMON STOCK
NAME OF SELLING BENEFICIALLY OWNED SHARES OFFERED BENEFICIALLY OWNED
STOCKHOLDER PRIOR TO THE OFFERING HEREBY AFTER THE OFFERING (1)
- ------------------------------------------------ ----------------------- -------------- ---------------------------
<S> <C> <C> <C>
John Andrus..................................... 990 990 0
Earl Bakken..................................... 990 990 0
Russell Bennett................................. 990 990 0
Thomas Bennett.................................. 990 990 0
James H. Binger................................. 1,238 1,238 0
Virginia Binger................................. 1,238 1,238 0
David L. Bode................................... 594 594 0
Josephine B. Carpenter.......................... 990 990 0
Everett F. Carter............................... 1,045 1,045 0
Edward A. Cashin Estate......................... 1,980 1,980 0
Cherry Tree Ventures III (2).................... 49,520 49,520 0
Terry Corbin (3)................................ 17,044 17,044 0
Eugene A. Dickhudt.............................. 4,113 4,113 0
The Eretz Co., A Partnership.................... 990 990 0
Robert Granrud.................................. 5,447 5,447 0
Dr. Kenneth B. Heithoff......................... 990 990 0
Olivia Ray Jones................................ 2,641 2,641 0
Peter J. Lee.................................... 990 990 0
Richard M. Levinson, M.D........................ 3,301 3,301 0
Benjie J. Mann.................................. 990 990 0
Roberta Mann Revocable Trust.................... 990 990 0
Robert K. & Polly N. McCrea..................... 990 990 0
Robert McGarvey................................. 990 990 0
Sherry and Thomas McPhillips.................... 6,602 6,602 0
Matthew Meyer................................... 1,086 1,086 0
Morrison Partnership............................ 5,777 5,777 0
Douglas R. Platt................................ 990 990 0
Barbara Prokasky................................ 99 99 0
Charles D. Ray, M.D. (3)........................ 148,450 148,450 0
Nancy Ray....................................... 1,045 1,045 0
Thomas Broadfield Ray........................... 990 990 0
Robertson & Robertson Assoc. Inc................ 495 495 0
Leslie Selcow................................... 990 990 0
Michael R. Sill................................. 990 990 0
Ronald Simms.................................... 990 990 0
Fred & Mary Stedman............................. 3,301 3,301 0
Lawrence G. Steiner............................. 495 495 0
Robin R. Steiner................................ 495 495 0
Richard Steller................................. 495 495 0
William L. Tenney............................... 990 990 0
A. Skidmore Thorpe.............................. 4,291 4,291 0
Clifford F. Traff............................... 990 990 0
Wheelock Whitney................................ 8,253 8,253 0
Wheelock Whitney, Trustee,
The Irene H. Whitney Estate................... 2,476 2,476 0
Duane Zytkovicz................................. 2,717 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."
13
<PAGE>
(2) Cherry Tree Ventures III, a Minnesota limited partnership, may make a
distribution of a part of its shares to its partners prior to their sale.
Shares so distributed may subsequently be offered and sold by individual
partners subject to the terms and conditions of this Prospectus.
(3) Provides or has provided certain consulting services to the Company or a
subsidiary of the Company within the past three years.
This Prospectus also covers certain sales by donees and pledgees of the
selling shareholders named in the Prospectus. 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 President and
General Counsel, USSC, 150 Glover Avenue, Norwalk, Connecticut 06856. Mr. Bremer
beneficially owns, or has rights to acquire pursuant to the Company's employee
benefit plans, an aggregate of less than 1% of the outstanding Common Stock of
the Company.
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, 1997 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. The combined financial statements of Valleylab, a Business of Pfizer
Inc., as of December 31, 1997, and for the year then ended, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION.................. 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE............................ 2
RISK FACTORS........................... 6
BUSINESS OF USSC....................... 11
USE OF PROCEEDS........................ 17
ISSUANCE OF RESALE SECURITIES TO
SELLING STOCKHOLDERS................. 17
SELLING STOCKHOLDERS................... 17
PLAN OF DISTRIBUTION................... 21
LEGAL MATTERS.......................... 21
EXPERTS................................ 21
</TABLE>
UNITED STATES SURGICAL
CORPORATION
293,048 SHARES
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
------------------------
PROSPECTUS
MARCH 18, 1998
---------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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
---------
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
<TABLE>
<S> <C>
(5) Opinion of Thomas R. Bremer.*
(23)(a) Consent of Deloitte & Touche LLP--Filed herewith.
(b) Consent of Thomas R. Bremer--Included in Exhibit 5.*
(c) Consent of KPMG Peat Marwick LLP--Filed herewith.
(24) Powers of Attorney.*
</TABLE>
- ------------------------
* Previously filed.
II-1
<PAGE>
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(a) 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.
(c) 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 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-2
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norwalk, State of Connecticut, on March 17,
1998.
<TABLE>
<S> <C> <C>
UNITED STATES SURGICAL CORPORATION
(Registrant)
By: /s/ THOMAS R. BREMER
-----------------------------------------
Thomas R. Bremer
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman of the Board,
/s/ LEON C. HIRSCH* Chief Executive Officer
- ------------------------------ and Director (Principal March 17, 1998
Leon C. Hirsch Executive Officer)
/s/ JULIE K. BLAKE*
- ------------------------------ Director March 17, 1998
Julie K. Blake
/s/ JOHN A. BOGARDUS, JR.*
- ------------------------------ Director March 17, 1998
John A. Bogardus, Jr.
/s/ THOMAS R. BREMER*
- ------------------------------ Director March 17, 1998
Thomas R. Bremer
- ------------------------------ Director March , 1998
Turi Josefsen
/s/ DOUGLAS L. KING*
- ------------------------------ Director March 17, 1998
Douglas L. King
- ------------------------------ Director March , 1998
Robert A. Knarr
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ WILLIAM F. MAY*
- ------------------------------ Director March 17, 1998
William F. May
- ------------------------------ Director March , 1998
James R. Mellor
/s/ BARRY D. ROMERIL*
- ------------------------------ Director March 17, 1998
Barry D. Romeril
/s/ HOWARD M. ROSENKRANTZ*
- ------------------------------ Director March 17, 1998
Howard M. Rosenkrantz
/s/ MARIANNE SCIPIONE*
- ------------------------------ Director March 17, 1998
Marianne Scipione
/s/ JOHN R. SILBER*
- ------------------------------ Director March 17, 1998
John R. Silber
Senior Vice President and
/s/ RICHARD A. DOUVILLE* Chief Financial Officer
- ------------------------------ (Principal Financial March 17, 1998
Richard A. Douville Officer)
/s/ JOSEPH C. SCHERPF* Vice President and
- ------------------------------ Controller (Principal March 17, 1998
Joseph C. Scherpf Accounting Officer)
/s/ THOMAS R. BREMER
- ------------------------------
*By: Thomas R. Bremer, March 17, 1998
(ATTORNEY IN FACT)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------ ---------------------------------------------------------------------------------------------------
<S> <C>
(5) Opinion of Thomas R. Bremer.*
(23)(a) Consent of Deloitte & Touche LLP--Filed herewith.
(b) Consent of Thomas R. Bremer--Included in Exhibit 5.*
(c) Consent of KPMG Peat Marwick LLP--Filed herewith.
(24) Powers of Attorney.*
</TABLE>
- ------------------------
* Previously filed.
<PAGE>
EXHIBIT 23 (A)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 333-23677 of United States
Surgical Corporation on Form S-3 of our report dated January 20, 1998, appearing
in the Annual Report on Form 10-K of United States Surgical Corporation and
subsidiaries for the year ended December 31, 1997, 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 17, 1998
<PAGE>
EXHIBIT 23 (C)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Pfizer Inc.:
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to registration statement (No. 333-23677) on Form S-3 of United States
Surgical Corporation of our report dated February 26, 1998, with respect to the
combined balance sheet of Valleylab, a Business of Pfizer Inc., as of December
31, 1997 and the related combined statements of income and cash flows for the
year then ended, which report appears in the Form 8-K/A of United States
Surgical Corporation filed March 5, 1998 and to the reference to our firm under
the heading "Experts".
/s/KPMG Peat Marwick LLP
New York, New York
March 17, 1998
