<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANTEL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-1760285
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1135 BROAD STREET, SUITE 203
CLIFTON, NEW JERSEY 07013
(Address of principal executive offices) (Zip Code)
OPTIONS TO PURCHASE AN AGGREGATE OF 152,277 SHARES OF COMMON STOCK OF CANTEL
INDUSTRIES, INC. ("CANTEL") UNDER STOCK OPTION AGREEMENTS ASSUMED BY CANTEL
PURSUANT TO THE AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 14, 1995 AMONG
CANTEL, CANTEL ACQUISITION CORP., AND MEDIVATORS, INC.
(Full title of the plans)
JAMES P. REILLY
1135 BROAD STREET, SUITE 203
CLIFTON, NEW JERSEY 07013
(Name and address of agent for service)
(201) 470-8700
Telephone number, including area code, of agent for service
COPY TO:
Eric W. Nodiff, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, New York 10017
(212) 759-3300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities to Amount to be Price Aggregate Registration
be registered Registered Per Share* Offering Price* Fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 152,277 shares $10.50 $1,598,909 $551.30
</TABLE>
* Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based
upon the closing price of Common Stock of Cantel Industries, Inc. as reported on
the Nasdaq National Market System on May 17, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The prospectus constituting part of the Registration
Statement on Form S-4 of Cantel Industries, Inc. (the "Company"),
filed December 4, 1995 (Registration No. 33-6472), as amended by
Amendment No. 1 filed January 26, 1996, Amendment No. 2 filed on
or about February 7, 1996 and Amendment No. 3 filed on or about
February 7, 1996, declared effective by the Securities and
Exchange Commission (the "SEC") on February 7, 1996.
(b) The Annual Report of the Company for the fiscal year
ended July 31, 1995 filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934.
(c) All other reports of the Company filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year ended July 31, 1995.
(d) The Registration Statement of the Company filed on
April 10, 1972 which contains a description of the Company's
Common Stock.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all such securities then unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of the Company sets forth
the extent to which officers or directors of the Company may be insured or
indemnified against any liabilities which they may incur. The general effect of
such provision is that any person made a party to any action, suit or proceeding
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Company, or of another corporation or other enterprise for which he
or she served as such at the request of the Company, shall be indemnified by the
Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, provided, however, that no such
director, officer or employee shall be entitled to claim such indemnity (a) with
respect to any matter as to which there shall have been a final adjudication
that he or she is liable for willful misfeasance, bad faith, negligence or
misconduct in the performance of his or her duties as director, officer or
employee, or (b) with respect to any matter which shall be the subject of such
action, suit or proceeding disposed of otherwise than by adjudication on the
merits, unless in relation to such matter such director, officer or employee was
not liable for willful misfeasance, bad faith, negligence or misconduct in the
performance of his or her duties as director, officer or employee.
The Company's Restated Certificate of Incorporation further provides
that the determination as to the right to indemnity of any director, officer or
employee in respect of any settlement in which the existence of willful
misfeasance, bad faith, negligence or misconduct in the performance of his or
her duties as director, officer or employee is not established, shall be made by
vote of two-thirds of those members of the Board of Directors not involved in
such action, suit or proceeding if such directors constitute a majority of the
members of the Board of Directors. In the event that a majority of the members
of the Board of Directors are involved in such action, suit or proceeding,
indemnification shall be made if independent legal counsel shall give its
written opinion to the effect that the person to be indemnified is not liable
for willful misfeasance, bad faith, negligence or misconduct in the performance
of his or her duties as director, officer or employee. The amount of such
reimbursement payable by the Company shall not exceed the costs and expenses
such indemnified person would have reasonably incurred if the action, suit or
proceeding had been litigated to a final conclusion. The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which any
such director, officer or employee may otherwise be entitled and shall inure to
the benefit of the heirs, executors and administrators of such director, officer
or employee.
- 3 -
<PAGE>
The Company maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries, insuring such
persons against certain liabilities, including liabilities arising under the
securities laws. In addition, the Company has entered into Indemnification
Agreements with each of its directors and certain of its officers which provide
for indemnification from liability to the full extent permitted by the Delaware
General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable. Furthermore, the Company has given
certain undertakings with respect to indemnification in connection with this
Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.01 - The Company's Restated Certificate of Incorp-oration dated
July 20, 1978. (Incorporated herein by reference to Exhibit
3(a) to the Company's 1981 Annual Report on Form 10-K.
4.02 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on February 16, 1982. (Incorporated
herein by reference to Exhibit 3(b) to the Company's 1982
Annual Report on Form 10-K.)
4.03 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on May 4, 1984. (Incorporated herein by
reference to Exhibit 3(c) to the Company's Quarterly Report
on Form 10-Q for the quarter ended April 30, 1984.)
4.04 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on August 19, 1986. (Incorporated herein
by reference to Exhibit 3(d) to the Company's 1986 Annual
Report on Form 10-K.)
4.05 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on December 12, 1986. (Incorporated
herein by reference to Exhibit 3(e) to the Company's 1987
Annual Report on Form 10-K (the "1987 Form 10-K").)
- 4 -
<PAGE>
4.06 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on April 3, 1987. (Incorporated herein
by reference to Exhibit 3(f) to the 1987 10-K.)
4.07 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on April 17, 1989. (Incorporated herein
by reference to Exhibit 3(h) to the Company's 1989 Annual
Report on Form 10-K.)
4.08 - Form of Stock Option Agreement under the 1991 Stock Option
and Compensation Plan of MediVators, Inc. ("MediVators")
(assumed by Cantel).
4.09 - Form of Stock Option Agreement between MediVators and
certain directors (assumed by Cantel).
4.10 - Form of Stock Option Agreement between MediVators and
certain officers (assumed by Cantel).
5.01 - Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.
23.01 - Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP
(included in Exhibit 5).
23.02 - Consent of Ernst & Young LLP.
24.01 - Power of Attorney (included in signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 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.
(2) That, for the purpose of 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.
- 5 -
<PAGE>
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under
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 the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Company of expenses paid or
incurred by a director, officer or controlling person of the Company 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 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.
- 6 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Clifton and State of New Jersey, on the 22nd day of
May, 1996.
CANTEL INDUSTRIES, INC.
By: /s/ James P. Reilly
------------------------------
James P. Reilly, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Reilly and Darwin C. Dornbush,
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 or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, 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 attorneys-in-fact and
agents or any of them or their 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:
Director and
Chairman
/s/ Charles M. Diker of the Board May 22, 1996
- -----------------------
Charles M. Diker
President, Chief Executive
/s/ James P. Reilly Officer and Director
- -----------------------
James P. Reilly (Principal Executive May 22, 1996
Officer and Principal
Financial Officer)
/s/ Craig A. Sheldon Vice President and May 22, 1996
- -----------------------
Craig A. Sheldon Controller
- 7 -
<PAGE>
Director and
Vice Chairman
of the Board
- -----------------------
Alan J. Hirschfield
/s/ Richard L. Bloch Director May 22, 1996
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Richard L. Bloch
/s/ Darwin C. Dornbush Director May 22, 1996
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Darwin C. Dornbush
Director
- -----------------------
Morris W. Offit
/s/ Bruce Slovin Director May 22, 1996
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Bruce Slovin
/s/ Robert Barbanell Director May 22, 1996
- -----------------------
Robert Barbanell
- 8 -
<PAGE>
<PAGE>
Exhibit 4.08
MEDIVATORS, INC.
STOCK OPTION AGREEMENT
The undersigned, MediVators, Inc., a Minnesota corporation (the "Company")
in consideration of the services rendered and to be rendered to it by
________________ (the "Optionee"), and pursuant to the 1991 Incentive Stock
Option Plan of the Company, the terms of which are incorporated herein by this
reference, hereby grants to the Optionee an option (the "Option") to purchase up
to a maximum of __________ common shares of the Company at the price and on the
terms and conditions hereinafter provided:
1. The option price for all shares subject to this Option shall be
$_______ per share, said price having been determined to be not less than (i)
the fair market value of the shares subject to this Option as of the date of
grant or (ii) in the case of an option granted to an individual who, at the time
of grant, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company (a Ten Percent
Stockholder"), one hundred ten percent (110%) of the fair market value of the
shares subject to this Option, and said determination having been made for the
purpose of complying with the applicable provisions of the Internal Revenue Code
of 1986 and all amendments thereto and regulations thereunder.
2. The term of this Option shall be as set forth in Paragraphs 5 and 10
hereof, or until the date one (1) year after the date on which the Optionee
ceases to be an employee of the Company by reason of disability, (but only with
respect to the shares purchasable at the time he ceases to be such an employee),
whether or not such person subsequently returns to the employ of the Company,
whichever occurs first. Absence on leave approved by the Company shall not be
deemed to be a cessation or interruption of employment for purposes of this
Agreement.
3. Optionee may exercise this Option at any time prior to the expiration
of the term of this Option for the following shares and within the following
time period:
(a) _________ shares covered hereby at any time after ______________;
(b) an additional ______ shares after ____________;
(c) an additional ______ shares after ____________;
(d) an additional ______ shares after ____________; and
(e) an additional ______ shares after ____________.
4. Prior to its termination, this Option may be exercised, in whole or in
part, by giving to the Company written notice of exercise specifying the number
of shares to be purchased, accompanied by payment of the purchase price for the
number of shares specified. Payment may take the form of cash, shares of stock
of the Company, the total market value of which equals the
<PAGE>
total purchase price, or any combination of cash and shares of the Company, the
total market value of which equals the total purchase price. Any such notice
shall be deemed given when received by the Company at its principal place of
business.
5. This Option shall not be transferable by the Optionee except by will
or by the laws of descent and distribution, and may only be exercised during the
lifetime of the Optionee by him. This Option may be exercised by the Optionee's
legal representatives, heirs or legatees, within three (3) months after the
death of the Optionee, but only with respect to the number of shares purchasable
by the Optionee at the time of his death. In no event shall this Option be
exercisable at any time after the date five (5) years from the date of grant.
6. Optionee shall have no rights as a shareholder with respect to shares
covered by the option granted hereunder, and shall have no right to receive
notice of shareholder meetings, until the date of issuance of a share
certificate to him for such shares. No share certificate shall be issued until
full payment for the shares has been made. No adjustments shall be made for
dividends or other rights for which the record date is prior to the date such
share certificate is issued.
7. If, prior to the expiration of the term of this Option, any shares of
the Company subject to this Option shall be affected by any recapitalization,
reclassification, stock dividend, stock split or other relevant change, then the
number of shares covered by this Option, their classification or the option
price per share shall be appropriately adjusted by the Board of Directors of the
Company as it may deem necessary to prevent any inequity that might otherwise
result.
8. In case the Company is merged or consolidated with another
corporation, or the property or shares of the Company are acquired by another
corporation, or the Optionee is discharged other than for cause, the exercise
schedule set forth in paragraph 3 above shall be waived and all options for the
entire 25,000 common shares of the Company shall be immediately exercisable by
the Optionee pursuant to this Agreement.
If the Company is merged or consolidated with another corporation, the
Board of Directors of the Company or the board of directors of any corporation
assuming the obligations of the Company hereunder shall make appropriate
provisions for the protection of this option by the substitution on an equitable
basis of appropriate shares of the Company, or of the merged, consolidated or
otherwise reorganized corporation, which will be issuable with respect to the
common shares of the Company, provided only that the excess of the aggregate
fair market value of the shares subject to the new option immediately after said
substitution over the aggregate purchase price is not more than the
2
<PAGE>
excess of the fair market value of the shares subject to this Option immediately
before such substitution over the aggregate purchase price and such new option
does not give the Optionee additional benefits which he did not have under this
Option.
Upon the occurrence of such event, the Board shall waive the exercise
period to the extent allowable under 1991 Incentive Stock Option Plan of the
Company so the Optionee or, in the case of his death, his heirs shall have the
longest period allowable under federal tax law to exercise the option granted
him hereunder.
For purposes of this paragraph 8, merger or consolidation with another
corporation or acquisition by another corporation shall be defined as the
acquisition by another corporation of more than forty percent (40%) of any of
the then outstanding stock, voting power, or assets of the Company.
9. This Option shall not be exercisable while there is any "outstanding"
incentive stock option which was granted before the granting of this option.
Any incentive stock option shall be treated as "outstanding" until it is
exercised in full or expires by reason of lapse of time. In the event this
requirement is deleted from the currently existing incentive stock option plan
by amendment in accordance with new federal tax law applicable thereto, then
this paragraph shall no longer be applicable.
10. The Optionee hereby represents that any exercise of the option granted
hereunder, in whole or in part, shall be for the purpose of investment and not
for resale or public distribution of the shares of the Company so acquired. The
Optionee further agrees to deliver to the Company prior to the issuance of any
shares, a written statement that he/she is acquiring such shares for his/her own
account for investment and not for resale or public distribution, and that
he/she consents to the imprinting on the certificate or certificates evidencing
such shares a legend restricting such transfer except when in compliance with
applicable security laws. The Optionee agrees that his Option shall be subject
to the requirement that, if at any time the Board of Directors of the Company
shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to said option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable, as a condition of, or
in connection with, the issue or purchase of shares hereunder, this Option may
not be exercised in whole or in part unless such listing, registration
qualification, consent or approval shall have been effected or obtained, free of
any conditions not acceptable to the Board, provided, however, that if the term
of this option would expire during the period in which the Optionee (or his
legal representatives, heirs or legatees in the event of the Optionee's death)
is prevented from exercising the option pursuant to the provisions of this
sentence, the term of this Option is extended
3
<PAGE>
until a date sixty (60) calendar days from the date on which the Optionee (or
his legal representatives, heirs or legatees) is notified that the Optionee (or
his legal representatives, heirs or legatees) is free to exercise after the date
ten (10) years from the date of grant or five (5) years from the date of grant
in the case of an option granted to a Ten Percent Stockholder.
11. This Option is granted pursuant to the 1991 Incentive Stock Option
Plan of the Company and is intended to be an incentive stock option as defined
in Section 422A of the Internal Revenue Code, and to the extent the terms of
this Option are consistent with the provisions of said Plan or the requirements
for qualification as an incentive stock option, the provisions of the Plan and
the requirements for qualification as an incentive stock option shall control
and override any inconsistent provisions of this Option.
IN WITNESS WHEREOF, this Stock Option Agreement has been executed as of the
10th day of July, 1995.
MEDIVATORS, INC.
By
-------------------------------
Donald L. Sturtevant
Its President
OPTIONEE
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4
<PAGE>
Exhibit 4.09
OPTION AGREEMENT
OPTION AGREEMENT made effective as of the __ day of _________, 199_,
between MediVators, Inc., a Minnesota corporation (the "Company"), and
("Director").
BACKGROUND
A. Director is a member of the Board of Directors of the Company and
holds no other position in the Company.
B. The Company desires to induce Director to continue to serve the
Company as a director.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director
the right and option, hereinafter called the Option, to purchase all or any part
of an aggregate of ______________________ shares of the common stock, $.01 par
value, of the Company (the "Shares") (such number being subject to adjustment as
provided in paragraph 9 hereof) subject to the terms and conditions herein set
forth.
2. PURCHASE PRICE. The purchase price of the Shares covered by the
Option shall be $_____ per Share.
3. EXERCISE AND VESTING OF OPTION. The Option shall be exercisable only
to the extent that all, or any portion thereof, has vested in the Director. The
Option shall vest in the Director in five (5) equal parts of
_______________________________ Shares beginning on the date hereof and
continuing on each subsequent anniversary date (hereinafter referred to
singularly as a "Vesting Date" and collectively as "Vesting Dates") until the
Option is fully vested, as set forth in the following schedule:
Total Shares
Subject to Vested Option Vesting Date
------------------------ ------------
First Anniversary
Second Anniversary
Third Anniversary
Fourth Anniversary
Fifth Anniversary
In the event that the Director ceases to be a member of the Board of
Directors of the Company, for any reason or no reason (other than death or upon
a Change in Control as hereinafter defined), with or without cause, prior to any
Vesting Date, that
<PAGE>
Part of the Option scheduled to vest on such Vesting Date, and all parts of the
Option scheduled to vest in the future, shall not vest and all of the Director's
rights to and under such non-vested parts of the Option shall terminate.
4. VESTING AND EXERCISE UPON DEATH. If Director dies while serving as a
director of the Company, the Option shall become fully vested in Director as of
the date of death (if not already fully vested) and may be exercised by
Director's legal representative, heirs or legatees, at any time within six (6)
months after his death. Upon the expiration of such six (6) month period, or,
if earlier, upon the expiration date of the Option as set forth in paragraph 6
hereof, the Option shall become null and void.
5. CHANGE IN CONTROL. In the event of a Change in Control (as defined
below), the Option shall become fully vested in Director as of the date of the
Change in Control. A "Change in Control" shall occur if:
(a) any person, as defined in Sections 3 (a) (9) and 13(d) (3) of the
Securities Exchange Act of 1934, as amended (the "'34 Act"), becomes the
"beneficial owner" (as defined in Rule 13d-3 promulgated pursuant to the
'34 Act), directly or indirectly, of 30% or more of the common stock of the
Company, or
(b) within any twelve-month period during the term of this Agreement,
there occurs a change in the Board of Directors with the result that the
Incumbent Members, as defined in the next sentence, do not constitute a
majority of the Board. For purposes of this paragraph, "Incumbent
Members," in respect of any twelve-month period, shall mean the members of
the Board of Directors on the date immediately preceding the commencement
of such twelve-month period, provided that any person becoming a Director
during such twelve-month period whose election or nomination for election
was supported by a majority of the Directors who, on the date of such
election or nomination for election, comprised the Incumbent Members shall
be considered one of the Incumbent Members in respect of such twelve-month
period.
6. TERM OF OPTION. To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for five (5) years
from the date of this Agreement; provided, however, that in the event that
Director ceases to be a member of the Board of Directors of the Company, for any
reason or no reason (other than due to or following a Change in Control), with
or without cause, Director or his legal representative, heirs or legatees shall
have six (6) months from the date of such termination of his position as a
director to exercise any part of the Option vested pursuant to Sections 3 or 4
of this Agreement. Upon the expiration of such six (6) month period, or, if
earlier,
2
<PAGE>
upon the expiration date of the Option as set forth above, the Option shall
terminate and become null and void.
7. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Agreement, the Option may be exercised by written notice to the Company.
Such notice shall state the election to exercise the Option and the number of
Shares in respect of which it is being exercised, and shall be signed by the
person or persons so exercising the Option. Such notice shall either: (a) be
accompanied by payment of the full purchase price of such Shares, in which event
the Company shall deliver a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received; or (b) fix a date not
less than five (5) nor more than ten (10) business days from the date such
notice shall be received by the Company for the payment of the full purchase
price of such Shares against delivery of a certificate or certificates
representing such Shares. Payment of such purchase price may take the form of
cash, shares of stock of the Company, the total market value of which equals the
total purchase price, or any combination of cash and shares of the Company, the
total market value of which equals the total purchase price. Any such notice
shall be deemed given when received by the Company at its principal place of
business. All Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.
8. RIGHTS OF OPTION HOLDER. Director, as holder of the Option, shall not
have any of the rights of a shareholder with respect to the Shares covered by
the Option except to the extent that one or more certificates for such Shares
shall be delivered to him upon the due exercise of all or any part of the
Option.
9. NON-TRANSFERABILITY. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of Director, only by Director. More particularly
(but without limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged, or hypothecated in
any way, shall not be assignable by operation of law, and shall not be subject
to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge, hypothecation, or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment, or similar
process upon the Option shall be null and void and without effect.
10. CHANGES IN CAPITAL STRUCTURE.
(a) If any shares of the Company subject to the Option shall be
affected by any recapitalization, reclassification, stock dividend, stock split
or other relevant change, then the number of shares covered by the Option,their
classification or the option
3
<PAGE>
price per share shall be appropriately adjusted by the Board of Directors of the
Company as it may deem necessary to prevent any inequity that might otherwise
result.
(b) If the Company is merged or consolidated with another
corporation, or the property or shares of the Company acquired by another
corporation, the board of directors of the Company or the board of directors of
any corporation assuming the obligations of Company hereunder shall make
appropriate provision for the protection of the Option by the substitution on an
equitable basis of appropriate shares of the Company, or the merged,
consolidated, or otherwise reorganized corporation, which will be issuable with
respect to the common shares of the Company, provided only that the excess of
the aggregate fair market value of the shares subject to the new option
immediately after said substitution over the aggregate purchase price is not
more than the excess of the fair market value of the shares subject to this
Option immediately before such substitution over the aggregate purchase price
and such new option does not give the Director additional benefits which he did
not have under this Option.
11. INVESTMENT REPRESENTATION AND CERTIFICATE. Prior to the receipt of
any Share certificates pursuant to the exercise of the Option granted hereunder,
Director shall agree to hold the Shares acquired by exercise of the Option for
investment and not with a view to resale or distribution thereof to the public,
and shall deliver to the Company a certificate to that effect.
12. GENERAL. The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of this Option Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
MEDIVATORS, INC.
By __________________________
Donald L. Sturtevant
President
OPTIONEE
______________________________
4
<PAGE>
Exhibit 4.10
MEDIVATORS, INC.
STOCK OPTION AGREEMENT
The undersigned, MediVators, Inc., a Minnesota corporation (the "Company")
in consideration of the services rendered and to be rendered to it by
(the "Optionee"), hereby grants to the Optionee an option (the "Option")
to purchase up to a maximum _________ of common shares of the Company at the
price and on the terms and conditions hereinafter provided:
1. The option price for all shares subject to this Option shall be
$________ per share, said price having been determined to be not less than the
fair market value of the shares subject to this Option as of the date of grant.
2. The term of this Option shall be as set forth in Paragraphs 5 and 9
hereof, or until the date one (1) year after the date on which the Optionee
ceases to be an employee of the Company by reason of disability, (but only with
respect to the shares purchasable at the time he ceases to be such an employee),
whether or not such person subsequently returns to the employ of the Company,
whichever occurs first. Absence on leave approved by the Company shall not be
deemed to be a cessation or interruption of employment for purposes of this
Agreement.
3. Optionee may exercise this Option at any time prior to the expiration
of the term of this Option for the ________________ shares covered hereby at any
time after June 15, 1991.
4. Prior to its termination, this Option may be exercised, in whole or in
part, by giving to the Company written notice of exercise specifying the number
of shares to be purchased, accompanied by payment of the purchase price for the
number of shares specified. Payment may take the form of cash, shares of stock
of the Company, the total market value of which equals the total purchase price,
or any combination of cash and shares of the Company, the total market value of
which equals the total purchase price. Any such notice shall be deemed given
when received by the Company at its principal place of business.
5. This Option shall not be transferable by the Optionee except by will
or by the laws of descent and distribution, and may only be exercised during the
lifetime of the Optionee by him. This Option may be exercised by the Optionee's
legal representatives, heirs or legatees, within three (3) months after the
death of the Optionee, but only with respect to the number of shares purchasable
by the Optionee at the time of his death. In no event shall this Option be
exercisable at any time after the date five (5) years from the date of grant.
<PAGE>
6. Optionee shall have no rights as a shareholder with respect to shares
covered by the option granted hereunder, and shall have no right to receive
notice of shareholder meetings, until the date of issuance of a share
certificate to him for such shares. No share certificate shall be issued until
full payment for the shares has been made. No adjustments shall be made for
dividends or other rights for which the record date is prior to the date such
share certificate is issued.
7. If, prior to the expiration of the term of this Option, any shares of
the Company subject to this Option shall be affected by any recapitalization,
reclassification, stock dividend, stock split or other relevant change, then the
number of shares covered by this Option, their classification or the option
price per share shall be appropriately adjusted by the Board of Directors of the
Company as it may deem necessary to prevent any inequity that might otherwise
result.
8. In case the Company is merged or consolidated with another
corporation, or the property or shares of the Company are acquired by another
corporation, or the Optionee is discharged other than for cause, the options
for the entire __________ common shares of the Company shall remain immediately
exercisable by the Optionee subject to the expiration date set forth in
Paragraph 3.
If the Company is merged or consolidated with another corporation, the
Board of Directors of the Company or the board of directors of any corporation
assuming the obligations of the Company hereunder shall make appropriate
provisions for the protection of this option by the substitution on an equitable
basis of appropriate shares of the Company, or of the merged, consolidated or
otherwise reorganized corporation, which will be issuable with respect to the
common shares of the Company, provided only that the excess of the aggregate
fair market value of the shares subject to the new option immediately after said
substitution over the aggregate purchase price is not more than the excess of
the fair market value of the shares subject to this Option immediately before
such substitution over the aggregate purchase price and such new option does not
give the Optionee additional benefits which he did not have under this Option.
For purposes of this paragraph 8, merger or consolidation with another
corporation or acquisition by another corporation shall be defined as the
acquisition by another corporation of more than forty percent (40%) of any of
the then outstanding stock, voting power, or assets of the Company.
9. The Optionee hereby represents that any exercise of the option granted
hereunder, in whole or in part, shall be for the purpose of investment and not
for resale or public distribution of the shares of the Company so acquired. The
Optionee further
2
<PAGE>
agrees to deliver to the Company prior to the issuance of any shares, a written
statement that he/she is acquiring such shares for his/her own account for
investment and not for resale or public distribution, and that he/she consents
to the imprinting on the certificate or certificates evidencing such shares a
legend restricting such transfer except when in compliance with applicable
security laws. The Optionee agrees that his Option shall be subject to the
requirement that, if at any time the Board of Directors of the Company shall
determine, in its discretion, that the listing, registration or qualification of
the shares subject to said option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable, as a condition of, or in connection with, the
issue or purchase of shares hereunder, this Option may not be exercised in whole
or in part unless such listing, registration qualification, consent or approval
shall have been effected or obtained, free of any conditions not acceptable to
the Board, provided, however, that if the term of this option would expire
during the period in which the Optionee (or his legal representatives, heirs or
legatees in the event of the Optionee's death) is prevented from exercising the
option pursuant to the provisions of this sentence, the term of this Option is
extended until a date sixty (60) calendar days from the date on which the
Optionee (or his legal representatives, heirs or legatees) is notified that the
Optionee (or his legal representatives, heirs or legatees) is free to exercise
after the date (5) years from the date of grant.
IN WITNESS WHEREOF, this Stock Option Agreement has been executed as of the
15th day of June, 1991.
MEDIVATORS, INC.
By ___________________________________
Donald L. Sturtevant
Its President
OPTIONEE
_____________________________________
3
<PAGE>
Exhibit 5
May 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Cantel Industries, Inc.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have been requested by Cantel Industries, Inc., a Delaware corporation
(the "Company"), to furnish you with our opinion as to the matters hereinafter
set forth in connection with the above-captioned registration statement (the
"Registration Statement") covering an aggregate of 152,277 shares (the "Shares")
of the Company's common stock, offered on behalf of the Company in connection
with certain Stock Option Agreements between MediVators, Inc. and certain of its
directors, employees and consultants (collectively, the "Plans") which were
assumed by the Company pursuant to the Agreement and Plan of Merger dated as of
November 14, 1995 among the Company, Cantel Acquisition Corp., and MediVators,
Inc. (the "Merger Agreement").
In connection with this opinion, we have examined the Registration
Statement and the Company's Restated Certificate of Incorporation and By-laws,
the Merger Agreement, the Plans, copies of the records of corporate proceedings
of the Company, and such other documents as we have deemed necessary to enable
us to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when sold in accordance with the Plans, will be legally issued, fully
paid and non-assessable.
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York and the internal corporate law of the
State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Opinions" in the prospectus included in the Registration Statement.
Very truly yours,
DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP
<PAGE>
Exhibit 23.02
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to options to purchase an aggregate of 152,277 shares of
Common Stock of Cantel Industries, Inc. under stock option agreements assumed by
Cantel Industries, Inc. pursuant to the Agreement and Plan of Merger dated as of
November 14, 1995 among Cantel Industries, Inc., Cantel Acquisition Corp., and
MediVators, Inc. and of our report dated September 20, 1995, with respect to the
consolidated financial statements and schedule of Cantel Industries, Inc.
included in its Annual Report on Form 10-K for the year ended July 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Princeton, New Jersey
May 21, 1996
