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As filed with the Securities and Exchange Commission on June 20, 2000
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
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DATASCOPE CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-2529596
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
14 Philips Parkway
Montvale, New Jersey 07465
(Address of principal executive offices)(Zip Code)
-------------------------
STOCK OPTION AGREEMENTS WITH VARIOUS INDIVIDUALS
(Full title of the plan)
--------------------------
With a copy to:
Lawrence Saper Martin Nussbaum, Esq.
Chairman of the Board and Swidler Berlin Shereff Friedman, LLP
Chief Executive Officer The Chrysler Building
Datascope Corp. 405 Lexington Avenue
14 Philips Parkway New York, New York 10174
Montvale, New Jersey 07465 (212) 973-0111
(201) 391-8100
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per aggregate registration fee(2)
share(2) offering price
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<S> <C> <C> <C> <C>
Common Stock, 66,600 shares $23.05 $1,535,341 $405.27
par value $.01 per share
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</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) The Registration Statement fee has been calculated pursuant to Rule 457 of
the Securities Act of 1933, as amended, as follows: 66,600 multiplied by
.000264 by $23.05 (representing the average of 10,000 shares having been
granted at an exercise price of $17.344, 2,000 shares having been granted
at an exercise price of $17.750, 31,600 shares having been granted at an
exercise price of $18.250, 2,000 shares having been granted at an exercise
price of $19.219, 6,000 shares having been at an exercise price of $24.688,
5,000 shares having been granted at an exercise price of $38.563 and 10,000
shares having been granted at an exercise price of $37.032).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that have been filed by Datascope Corp., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999.
b. The Registrant's Quarterly Report on Form 10-Q for the
quarterly periods ended September 30, 1999, December 31, 1999
and March 31, 2000.
c. The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission, including
any amendment or report filed for the purpose of updating
such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the securities offered under this Registration Statement have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part of this Registration
Statement as of the date of the filing of such documents. Any statement
contained in the documents incorporated or deemed to be incorporated by
reference herein 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 other subsequently filed document which also is incorporated or 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") and the Restated Certificate of Incorporation and By-Laws of the
Registrant. Subsection (a) of DGCL Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person 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 the person's conduct was
unlawful.
Subsection (b) of DGCL Section 145 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
DGCL Section 145 further provides that to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. In all cases in
which indemnification is permitted under subsections (a) and (b) of Section 145
(unless ordered by a court), it shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct has been met by the
party to be indemnified. Such determination must be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum,
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or (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.
The statute authorizes the corporation to pay expenses incurred by an officer or
director in advance of the final disposition of a proceeding upon receipt of an
undertaking by or on behalf of the person to whom the advance will be made, to
repay the advances if it shall ultimately be determined that he was not entitled
to indemnification. DGCL Section 145 also provides that indemnification and
advancement of expenses permitted thereunder are not to be exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-law, agreement, vote of stockholders or
disinterested directors, or otherwise. DGCL Section 145 also authorizes the
corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the corporation
would have the statutory power to indemnify such persons against the liabilities
insured.
The Restated Certificate of Incorporation of the Registrant (the
"Certificate") provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.
The Registrant's By-laws provide that the Registrant shall indemnify an
officer or director for any costs incurred by such officer or director in
connection with a proceeding against such officer or director by reason of the
fact that he is or was an officer or director of the Registrant, unless such
indemnification is prohibited under applicable law. Pursuant to the By-laws, the
Registrant may also be required to advance funds to an officer or director who
is entitled to indemnification upon receipt of an undertaking by or on behalf of
the officer or director to repay the amount if it is ultimately determined that
such person is not entitled to indemnification. The By-laws further provide that
the Registrant may provide indemnification or the advancement of expenses to any
other person as permitted by applicable law. Such advancement of expenses to any
other person as permitted by applicable law. Such By-law provisions are intended
to be broader than the statutory indemnification provided in the DGCL. However,
the extent to which such broader indemnification may be permissible under
Delaware law has not been established.
The Registrant maintains a Directors & Officers Liability policy. The
policy's coverage, among other things, (i) provides for payment on behalf of the
Registrant's officers and directors against loss (as defined in the policy)
stemming from acts committed by directors and officers in their capacities as
such, with no annual individual deductible element per director or officer, and
(ii) provides for reimbursement of the Registrant against such loss for which
the Registrant grants indemnification to any director or officer, as permitted
or required by law, with a retention of $250,000 per claim. In addition, the
maximum coverage with respect to any loss is $10,000,000, including defense
costs, and the maximum coverage with respect to all losses occurring in any
policy year is also $10,000,000. There is no coverage for loss from claims made
against directors or officers arising from certain statutory liabilities and
specified categories
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of misconduct, including claims (i) for the return of remuneration paid without
prior shareholder approval if it is judicially determined that such remuneration
was in violation of law, (ii) for an accounting of profits made from a purchase
or sale within the meaning of Section 16(b) of the Exchange Act, (iii) with
respect to acts of active and deliberate dishonesty that were committed or
attempted with actual dishonest purpose, or (iv) with respect to a judicial
determination that the individual gained personal profit or other advantage to
which he was not legally entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration
statement:
4.1 Form of Datascope Corp. Stock Option Agreement for William E.
Cohn.
4.2 Form of Datascope Corp. Stock Option Agreement for Thor W.
Nilsen.
4.3 Form of Datascope Corp. Stock Option Agreement for Robert
Getts, Ph.D.
4.4 Form of Datascope Corp. Stock Option Agreement for Robert
Getts, Ph.D, James Kadushin and William Ohley, Ph.D.
4.5 Form of Datascope Corp. Stock Option Agreement for Arno Nash
and Alan Abramson.
4.6 Form of Datascope Corp. Stock Option Agreement for Gerald
Zemel, M.D. and Charles Brown, M.D.
4.7 Form of Datascope Corp. Stock Option Agreement for David
Altschiller.
5.1 Opinion of Swidler Berlin Shereff Friedman, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Swidler Berlin Shereff Friedman, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included in signature page to this
registration statement).
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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 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. 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 change 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;
(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)(l)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in 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.
(b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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
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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 the
Securities Act of 1933 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 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 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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Montvale, State of New Jersey, on this 20th day of
June, 2000.
DATASCOPE CORP.
By: /s/ Murray Pitkowsky
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Name: Murray Pitkowsky
Title: Senior Vice President and
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Lawrence Saper and Murray
Pitkowsky and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
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, hereby ratifying and confirming all that
said attorneys-in-fact or any of them or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof and the Registrant hereby
confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
---------- ------ -----
/s/ Lawrence Saper Chairman of the Board and Chief June 20, 2000
------------------------- Executive Officer (Principal
Lawrence Saper Executive Officer)
/s/ Leonard S. Goodman Vice President, Treasurer and June 20, 2000
------------------------- Chief Financial Officer (Principal
Leonard S. Goodman Financial and Accounting Officer)
/s/ Alan Abramson Director June 20, 2000
-------------------------
Alan Abramson
/s/ David Altschiller Director June 20, 2000
-------------------------
David Altschiller
/s/ William Asmundon Director June 20, 2000
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William Asmundson
/s/ Joseph Grayzel, M.D. Director June 20, 2000
-------------------------
Joseph Grayzel, M.D.
/s/ George Heller Director June 20, 2000
-------------------------
George Heller
/s/ Arno Nash Director June 20, 2000
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Arno Nash
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DATASCOPE CORP.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit Number Description
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4.1 Form of Datascope Corp. Stock Option Agreement
for William E. Cohn.
4.2 Form of Datascope Corp. Stock Option Agreement
for Thor W. Nilsen.
4.3 Form of Datascope Corp. Stock Option Agreement
for Robert Getts, Ph.D.
4.4 Form of Datascope Corp. Stock Option Agreement
for Robert Getts, Ph.D, James Kadushin and
William Ohley, Ph.D.
4.5 Form of Datascope Corp. Stock Option Agreement
for Arno Nash and Alan Abramson.
4.6 Form of Datascope Corp. Stock Option Agreement
for Gerald Zemel, M.D. and Charles Brown, M.D.
4.7 Form of Datascope Corp. Stock Option Agreement
for David Altschiller.
5.1 Opinion of Swidler Berlin Shereff Friedman, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Swidler Berlin Shereff Friedman, LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page to
this registration statement).
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