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As filed with the Securities and Exchange Commission on January 12, 2001.
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SULZER MEDICA LTD
(Exact name of registrant as specified in its charter)
SWITZERLAND NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Zurcherstrasse 12
8401 Winterthur
Switzerland NOT APPLICABLE
(Address of Principal Executive Offices) (Zip Code)
SULZER MEDICA 2000 EMPLOYEE STOCK PURCHASE PLAN UNITED STATES AND CANADA
(Full title of the plan)
SULZER MEDICA LTD
3 EAST GREENWAY PLAZA, SUITE 1600
HOUSTON, TEXAS 77046-0391
ATTENTION: DAVID S. WISE
(Name and address of agent for service)
713/561-6300
(Telephone number, including area code, of agent for service)
Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
713/651-5151
ATTENTION: LAURA J. MCMAHON
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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, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED BE REGISTERED SHARE(1) PRICE(1) FEE
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American Depositary Shares 250,000(2) $27.375 $6,843,750.00 $1,711.00
("ADSs") and each 1/10th of a
registered share, par value CHF
30 per registered share,
underlying such ADSs
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(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low prices of the ADSs as reported by the New York Stock Exchange on
January 9, 2001.
(2) Includes an indeterminable number of ADSs (and registered shares underlying
such ADSs) issuable as a result of the anti-dilution provisions of the
Sulzer Medica 2000 Employee Stock Purchase Plan United States and Canada.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
a. The following documents are hereby incorporated by reference in this
Registration Statement:
(i) the description of American Depositary Shares of the
Registrant contained in the Registration Statement on
Form F-6, as amended (Registration No. 333-7086), and
the Registration Statement on Form 8-A of the
Registrant, filed with the Securities and Exchange
Commission on June 18, 1997, including any amendment
thereto or report filed for the purpose of updating
such description;
(ii) the Registrant's Report on Form 20-F for the year
ended December 31, 1999, filed with the Securities
and Exchange Commission on June 9, 2000;
(iii) the Registrant's Report on Form 6-K for the month of
January 2000, filed with the Securities and Exchange
Commission on January 3, 2000;
(iv) the Registrant's Report on Form 6-K for the month of
January 2000, filed with the Securities and Exchange
Commission on January 4, 2000;
(v) the Registrant's Report on Form 6-K for the month of
January 2000, filed with the Securities and Exchange
Commission on January 20, 2000;
(vi) the Registrant's Report on Form 6-K for the month of
March 2000, filed with the Securities and Exchange
Commission on March 9, 2000;
(vii) the Registrant's Report on Form 6-K for the month of
March 2000, filed with the Securities and Exchange
Commission on March 14, 2000;
(viii) the Registrant's Report on Form 6-K for the month of
April 2000, filed with the Securities and Exchange
Commission on April 14, 2000;
(ix) the Registrant's Report on Form 6-K for the month of
April 2000, filed with the Securities and Exchange
Commission on April 18, 2000;
(x) the Registrant's Report on Form 6-K for the month of
May 2000, filed with the Securities and Exchange
Commission on May 2, 2000;
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(xi) the Registrant's Report on Form 6-K for the month of
May 2000, filed with the Securities and Exchange
Commission on May 5, 2000;
(xii) the Registrant's Report on Form 6-K for the month of
July 2000, filed with the Securities and Exchange
Commission on July 21, 2000;
(xiii) the Registrant's Report on Form 6-K for the month of
August 2000, filed with the Securities and Exchange
Commission on August 28, 2000;
(xiv) the Registrant's Report on Form 6-K for the month of
September 2000, filed with the Securities and
Exchange Commission on September 18, 2000;
(xv) the Registrant's Report on Form 6-K for the month of
October 2000, filed with the Securities and Exchange
Commission on October 30, 2000;
(xvi) the Registrant's Report on Form 6-K for the month of
October 2000, filed with the Securities and Exchange
Commission on October 31, 2000;
(xvii) the Registrant's Report on Form 6-K for the month of
November 2000, filed with the Securities and Exchange
Commission on November 2, 2000;
b. All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered 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 a part
hereof from the date of filing of such documents. The Registrant may incorporate
such Reports on Form 6-K by identifying in such Reports on Form 6-K that they
are being incorporated by reference into 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.
Not applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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3.1 -- Articles of Association (English translation included) of the Registrant, as
amended (incorporated by reference to Exhibit 1 to Registrant's Annual Report
on Form 20-F for the year ended December 31, 1998).
3.2 -- Organizational Regulations (English translation included) of the Registrant, as
amended (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to
Registrant's Registration Statement on Form F-1 (Registration No. 333-7068)).
4.1 -- Specimen Registered Share of the Registrant (incorporated by reference to
Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration Statement on
Form F-1 (Registration No. 333-7068)).
4.2 -- Form of Deposit Agreement among Sulzer Medica Ltd., Citibank, N.A., as
Depositary, and holders from time to time of American Depositary Receipts
issued thereunder, including the form of the American Depositary Receipt
attached thereto as Exhibit A (incorporated by reference to Exhibit (A) to
Amendment No. 1 to the Registrant's Registration Statement on Form F-6
(Registration No. 333-7086)).
4.3 -- Sulzer Medica 2000 Employee Stock Purchase Plan United States and Canada
(incorporated by reference to Exhibit 2 to Registrant's Annual Report on Form
20-F for the year ended December 31, 2000).
* 23.1 -- Consent of Revisuisse Price Waterhouse AG, independent accountants.
* 24.1 -- Powers of Attorney (contained on page II-5).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
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 of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
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Provided, however, that paragraphs (i) and (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, as amended (the
"Exchange Act"), that are incorporated by reference in this
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 herein, 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 purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 Winterthur, Switzerland, on the 10th day of January,
2001.
SULZER MEDICA LTD
By: /s/ David Wise
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David Wise
Authorized Representative
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Andre P. Buchel, President and
Chief Executive Officer of the Registrant, and David S. Wise, Group Vice
President and General Counsel of Sulzer Medica USA Inc., and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same and all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting said attorney-in-fact and agent, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Andre P. Buchel President and Chief Executive Officer (Principal January 10, 2001
--------------------------- Executive Officer)
Andre P. Buchel
/s/ Josef Ruegg Chief Financial Officer and Group Vice President January 10, 2001
--------------------------- (Principal Financial and Accounting Officer)
Josef Ruegg
/s/ Ueli Roost Director January 10, 2001
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Ueli Roost
/s/ Pierre Borgeaud Director January 10, 2001
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Pierre Borgeaud
/s/ Peter Spalti Director January 10, 2001
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Peter Spalti
/s/ Reto F. Domeniconi Director January 10, 2001
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Reto F. Domeniconi
/s/ Max Link Director January 10, 2001
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Max Link
/s/ Larry L. Mathis Director January 10, 2001
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Larry L. Mathis
/s/ David Wise Authorized Representative in the United States January 10, 2001
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David Wise
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Association (English translation included) of the
Registrant, as amended (incorporated by reference to Exhibit 1 to
Registrant's Annual Report on Form 20-F for the year ended December 31,
1998).
3.2 Organizational Regulations (English translation included) of the
Registrant, as amended (incorporated by reference to Exhibit 3.2 to
Amendment No. 2 to Registrant's Registration Statement on Form F-1
(Registration No. 333-7068)).
4.1 Specimen Registered Share of the Registrant (incorporated by
reference to Exhibit 4.2 to Amendment No. 2 to the Registrant's
Registration Statement on Form F-1 (Registration No. 333-7068)).
4.2 Form of Deposit Agreement among Sulzer Medica Ltd., Citibank, N.A.,
as Depositary, and holders from time to time of American Depositary
Receipts issued thereunder, including the form of the American
Depositary Receipt attached thereto as Exhibit A (incorporated by
reference to Exhibit (A) to Amendment No. 1 to the Registrant's
Registration Statement on Form F-6 (Registration No. 333-7086)).
4.3 Sulzer Medica 2000 Employee Stock Purchase Plan United States and
Canada (incorporated by reference to Exhibit 2 to Registrant's Annual
Report on Form 20-F for the year ended December 31, 2000).
*23.1 Consent of Revisuisse Price Waterhouse AG, independent
accountants.
*24.1 Powers of Attorney (contained on page II-5).
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*Filed herewith
