_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-1239739
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
P.O. Box 4085, Kalamazoo, Michigan 49003-4085
(Address of principal executive (Zip Code)
offices)
1998 STOCK OPTION PLAN
(Full title of the Plan)
_______________
DAVID J. SIMPSON
Vice President, Chief Financial Officer and Secretary
Stryker Corporation
P.O. Box 4085, Kalamazoo, Michigan 49003-4085
(Name and address of agent for service)
(616) 385-2600
(Telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be registered Registered Offering Price Aggregate Fee
Per Share Offering Price
(1) (1)
Common Stock,
par value $.10 10,000,000 $60.125 $601,250,000 $167,148
per share shares
(1) Estimated solely for the purpose of calculating the registration fee based
upon the average high and low price of the Common Stock on May 6, 1999 as
reported on the New York Stock Exchange-Composite Transactions.
Part II
Item 3. Incorporation of Documents by Reference
_______ _______________________________________
The following documents, descriptions, amendments and reports filed
with the Securities and Exchange Commission (the "Commission") by Stryker
Corporation ("Stryker" or the "Company") are incorporated by reference into
this Registration Statement:
(a) Stryker's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) All other reports filed by Stryker pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1998; and
(c) The description of the Stryker Common Stock contained
in the Registration Statement on Form 8-A filed with the
Commission under the Exchange Act on July 1, 1997 and in any
amendment or report filed by Stryker for the purpose of updating
such description.
All documents subsequently filed by Stryker pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered
pursuant hereto have been sold or that 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.
Item 4. Description of Securities
_______ _________________________
Not Applicable.
Item 5. Interests of Named Experts and Counsel
_______ ______________________________________
Not Applicable.
Item 6. Indemnification of Directors and Officers
_______ _________________________________________
The following is a brief summary of certain indemnification provisions
of the Michigan Business Corporation Act (the "MBCA") and the Company's
Restated Articles of Incorporation (the "Restated Articles") and By-Laws.
The summary is qualified in its entirety by reference to the provisions of
MBCA, the Restated Articles and the By-Laws.
The MBCA permits a Michigan corporation to include in its articles of
incorporation a provision that a director is not personally liable to the
corporation or its stockholders for monetary damages for a breach of the
director's fiduciary duty of care under certain circumstances. The
Company's Restated Articles provide that the personal liability of the
Company's directors to the Company and its stockholders shall be limited
and eliminated to the full extent authorized or permitted under the MBCA as
from time to time in effect, thus automatically incorporating any future
revisions of the MBCA with respect to director liability without the
necessity of any further action by the Company's stockholders.
In general, the MBCA allows a corporation to indemnify its directors
and officers if the director or officer acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best
interests of the Company or its shareholders and with respect to any
criminal action or proceeding, had no reason to believe his or her conduct
was unlawful. The Company's By-Laws provide for the Company to indemnify,
to the full extent authorized by law, any person who is made, or threatened
to be made, a party in any civil, criminal, administrative or investigative
proceeding by reason of the fact that such person is or was a director or
officer of the Company or served another corporation at the request of the
Company. Such indemnification could include liabilities arising under the
Securities Act.
The Company has a directors and officers liability insurance policy
designed to reimburse the Company, subject to certain exclusions, for
payments made pursuant to the indemnification provisions set forth above.
After certain deductibles, such policy covers up to $75,000,000 of losses
in any year.
Item 7. Exemption from Registration Claimed
_______ ___________________________________
Not Applicable.
Item 8. Exhibits
_______ ________
4. Instruments defining the rights of security holders.
(i) Restated Articles of Incorporation of Stryker and
amendment thereto dated December 28, 1993 - incorporated by
reference to Exhibit No. 3(i) to Stryker's Annual Report on Form
10-K for the year ended December 31, 1993.
(ii) By-Laws - incorporated by reference to Exhibit No.
3(ii) to Stryker's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1988.
5. Opinion re legality.
Opinion of Whitman Breed Abbott & Morgan, including the
consent of such counsel.
23. Consents of experts and counsel.
(i) Consent of Ernst & Young LLP.
(ii) The consent of Whitman Breed Abbott & Morgan is
contained in the opinion filed as Exhibit 5 of this Registration
Statement.
24. Powers of Attorney.
Included in Part II of this Registration Statement
99. Additional Exhibits.
(i) 1998 Stock Option Plan - incorporated by reference to
Exhibit No. 10(i) to Stryker's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
Item 9. Undertakings
_______ ____________
Stryker 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 this 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 this Registration Statement;
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by Stryker pursuant
to Section 13 or 15(d) of 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 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.
Stryker hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Stryker's Annual
Report pursuant to Section 13(a) or 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 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 of 1933 may be permitted to directors, officers and
controlling persons of Stryker, Stryker has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Stryker of expenses incurred or paid by a
director, officer or controlling person of Stryker 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, Stryker 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 of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Stryker Corporation, 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 Kalamazoo, State
of Michigan, on April 28, 1999.
STRYKER CORPORATION
By: /s/JOHN W. BROWN
________________________________
John W. Brown,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints John W. Brown and David J.
Simpson, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file with the Securities and Exchange Commission the same, with all
exhibits thereto, and any and all applications or other documents to be
filed with the Securities and Exchange Commission pertaining thereto, with
full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, as fully to
all intents and purposes as the undersigned could do if personally present,
hereby ratifying and confirming all that said attorneys, and any of them
and any such substitute, 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 indicated on April 28, 1999.
Signature Title
_________ _____
/s/ JOHN W. BROWN Chairman of the Board, President
______________________________ and Chief Executive Officer
John W. Brown (Principal Executive Officer)
/s/ DAVID J. SIMPSON Vice President, Chief Financial
______________________________ Officer and Secretary (Principal
David J. Simpson Financial Officer)
/s/ DEAN H. BERGY Vice President, Finance (Principal
______________________________ Accounting Officer)
Dean H. Bergy
/s/ HOWARD E. COX, JR. Director
______________________________
Howard E. Cox, Jr.
/s/ DONALD M. ENGELMAN Director
______________________________
Donald M. Engelman
/s/ JEROME H. GROSSMAN Director
______________________________
Jerome H. Grossman
/s/ JOHN S. LILLARD Director
______________________________
John S. Lillard
/s/ WILLIAM U. PARFET Director
______________________________
William U. Parfet
/s/ RONDA E. STRYKER Director
______________________________
Ronda E. Stryker
EXHIBIT INDEX
Exhibit
Number
________
4. Instruments defining the rights of security holders.
(i) Restated Articles of Incorporation and
amendment thereto dated December 28, 1993 -
incorporated by reference to Exhibit No. 3(i) to
Stryker's Annual Report on Form 10-K for the year ended
December 31, 1993.
(ii) By-Laws - incorporated by reference to
Exhibit No. 3(ii) to Stryker's Quarterly Report on Form
10-Q for the quarter ended June 30, 1988.
5. Opinion re legality.
Opinion of Whitman Breed Abbott & Morgan including consent
of such counsel.
23. Consents of experts and counsel.
(i) Consent of Ernst & Young LLP.
(ii) The consent of Whitman Breed Abbott & Morgan
is contained in the opinion filed as Exhibit 5 to this
Registration Statement.
24. Powers of Attorney.
Included in Part II of this Registration Statement
99. Additional Exhibits.
(i) 1998 Stock Option Plan - incorporated by
reference to Exhibit No. 10(i) to Stryker's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1998.
Exhibit 5
May 5, 1999
Stryker Corporation
P.O. Box 4085
Kalamazoo, Michigan 49003-4085
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), to be filed by Stryker Corporation, a Michigan corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission").
The Registration Statement covers 10,000,000 shares (the "Shares") of the
Company's Common Stock, par value $.10 per share, to be issued and sold by
the Company upon the exercise of options granted pursuant to the Company's
1998 Stock Option Plan (the "Plan").
We have examined the originals or certified photostatic or facsimile
copies of such records and other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such
examination, we have assumed the legal capacity of all natural persons,
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, photostatic or facsimile copies and the
authenticity of the originals of such copies.
Based upon our examination mentioned above, subject to the assumption
and qualifications stated and relying on statements of fact contained in
the documents that we have examined, we are of the opinion that, upon
issuance of the Shares in accordance with the provisions of the Plan, the
Shares will have been validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section
7 of the Securities Act or the General Rules and Regulations of the
Commission.
Very truly yours,
/s/ WHITMAN BREED ABBOTT & MORGAN
Exhibit 23 - Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1998 Stock Option Plan of Stryker Corporation
of our reports dated February 9, 1999, with respect to the consolidated
financial statements of Stryker Corporation and subsidiaries incorporated
by reference in its Annual Report (Form 10-K) for the year ended December
31, 1998 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Kalamazoo, Michigan
May 7, 1999
