<PAGE>
As filed with the Securities and Exchange Commission on December 5, 1996
Registration Statement No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
DEPUY, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 35-1989795
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
700 Orthopaedic Drive 46581
Warsaw, Indiana (Zip Code)
(Address of Principal Executive Offices)
DEPUY, INC. EMPLOYEE STOCK OPTION/PURCHASE PLAN
(Full Title of the Plan)
-----------------------------------
DePuy, Inc.
700 Orthopaedic Drive
Warsaw, Indiana
Attention: Steven L. Artusi, Esq.
(Name and Address of Agent for Service)
(219) 267-8143
(Telephone Number, Including Area Code, of Agent for Service)
----------------------------------
Copy to:
Jeffrey E. Cohen, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
(212) 626-4400
-----------------------------------
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit(1) Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock......... 600,000 $17.6875 $10,612,500 $3,215.91
=========================================================================================
</TABLE>
(1) For purposes of computing the filing fee, the proposed maximum offering
price has been estimated in accordance with Rule 457(c) based on the
average of the high and low prices for Common Stock reported on the New York
Stock Exchange on November 29, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
DePuy, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission"), except as superseded or
modified as described herein:
(a) The Company's Prospectus included in the Company's Registration
Statement on Form S-1 (Registration Statement No. 333-09345), filed with the
Commission pursuant to the Securities Act.
(b) The Company's quarterly report on Form 10-Q (File No. 001-12229) for
the period ended September 30, 1996, filed with the Commission pursuant to the
Exchange Act.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration Statement No. 333-
09345), filed with the Commission pursuant to the Securities Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the respective dates of filing of such documents. Any statement contained
in a document incorporated by reference herein, or contained in this
Registration Statement, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any document subsequently filed which is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes, inter alia,
a corporation generally to indemnify any person ("indemnitee") who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation, in a similar position with another corporation or
entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. With respect to actions
or suits by or in the right of the corporation, however, an indemnitee who acted
in good faith and in a manner he reasonably
II-1
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believed to be in or not opposed to the best interests of the corporation is
generally limited to attorneys' fees and other expenses, and no indemnification
shall be made if such person is adjudged liable to the corporation unless and
only to the extent that a court of competent jurisdiction determines that
indemnification is appropriate. Section 145 further provides that any
indemnification shall be made by the corporation only as authorized in each
specific case upon a determination by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs, that indemnification of the
indemnitee is proper because he has met the applicable standard of conduct.
Section 145 provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
The Company's Certificate of Incorporation provides that the Company will
indemnify, to the full extent authorized or permitted by law, any person made,
or threatened to be made, a party or witness to any action, suit or proceeding,
whether civil or criminal or otherwise, by reason of the fact that he or she is
or was a director or officer of the Company or by reason of the fact that such
director or officer, at the request of the Company, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity.
The Certificate of Incorporation also provides that no director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such a director as a
director other than for: (i) any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
authorization of illegal dividends, or (iv) any transaction from which such
director derived an improper personal benefit.
The Company also has directors' and officers' insurance which covers its
directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
Exhibits
5.1 Opinion of Coudert Brothers
23.1 Consent of Price Waterhouse LLP
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant 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;
(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;
II-2
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(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 clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(c) or section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of clause (1) of Item 512(h) of Regulation
S-K, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warsaw, State of Indiana, on this 4th day of
December, 1996.
DEPUY, INC.
By: /s/ James A. Lent
---------------------------------------
James A. Lent
Chairman and Chief Executive Officer
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<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------------------- ------------------------- ----------------
<S> <C> <C>
/s/ James A. Lent Chairman and Chief December 4, 1996
- --------------------------------------------------------- Executive Officer
James A. Lent
/s/ Thomas J. Oberhausen Senior Vice President and December 4, 1996
- ----------------------------------------------------------- Chief Financial and
Thomas J. Oberhausen Accounting Officer
/s/ Richard C. Bolesky Director December 4, 1996
- -----------------------------------------------------------
Richard C. Bolesky
/s/ Richard A. Gilleland Director December 4, 1996
- -----------------------------------------------------------
Richard A. Gilleland
/s/ Gerald C. Hanes Director December 4, 1996
- -----------------------------------------------------------
Gerald C. Hanes
/s/ M.L. Lowenkron Director December 4, 1996
- -----------------------------------------------------------
M.L. Lowenkron
/s/ Robert Volz, M.D. Director December 4, 1996
- -----------------------------------------------------------
Robert Volz, M.D.
/s/ Anthony Williams Director December 4, 1996
- -----------------------------------------------------------
Anthony Williams
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
--------- ----------- -----
5.1 Opinion of Coudert Brothers
23.1 Consent of Price Waterhouse LLP
<PAGE>
COUDERT BROTHERS NEW YORK
ATTORNEYS AT LAW PARIS
WASHINGTON
1114 AVENUE OF THE AMERICAS LONDON
NEW YORK, N.Y. 10036-7703 BRUSSELS
TEL: 212 626-4400 FAX: 212 626-4120 HONG KONG
SINGAPORE
SAN FRANCISCO
BEIJING
SYDNEY
LOS ANGELES
SAN JOSE
TOKYO
MOSCOW
BANGKOK
JAKARTA
HO CHI MINH CITY
HANOI
BERLIN
DENVER
ST. PETERSBURG
MEXICO CITY
ASSOCIATED OFFICE
December 4, 1996
DePuy, Inc.
700 Orthopaedic Drive
Warsaw, Indiana 46581
Gentlemen:
We are rendering our opinion with respect to the legality of the 600,000
shares of Common Stock, par value $.01 per share (the "Shares"), of DePuy, Inc.,
a Delaware corporation (the "Company"), issuable pursuant to the DePuy, Inc.
Employee Stock Option/Purchase Plan (the "Plan"), which shares are being
registered under the Securities Act of 1933, as amended, on the Company's
Registration Statement on Form S-8 dated December 4, 1996 (the "Registration
Statement").
As counsel to the Company, we are familiar with the corporate proceedings
of the Company relating to the authorization for issuance of the Shares, and
have examined such instruments, documents, records and certificates, and we have
made such other inquiries and investigations of fact, as we have deemed
necessary for purposes of the opinions herein expressed.
Based on the foregoing, and having regard for such other legal and factual
considerations we deem relevant, we are of the opinion that the Shares, when
sold at or above par value and in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ COUDERT BROTHERS
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 31, 1996 appearing on page F-2 of
DePuy, Inc.'s Registration Statement on Form S-1 (Registration No. 333-09345) as
filed with the Securities and Exchange Commission on October 30, 1996.
PRICE WATERHOUSE LLP
Indianapolis, Indiana
December 4, 1996
