SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
HAEMONETICS CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2882273
(State of Incorporation) (IRS Employer Identification Number)
400 Wood Road, Braintree, Massachusetts 02814 (617) 848-7100
-------------------------------------------------------------
(Address and telephone number of Principal Executive Offices)
HAEMONETICS CORPORATION
1998 Employee Stock Purchase Plan
(Full title of the Plan)
Alicia R. Lopez, General Counsel
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(617) 848-7100
(Name, address and telephone number of agent service)
Copy to:
Mary Ellen O'Mara
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered Registered(1) Per Share Price Fee(2)
- ---------------- ------------- --------- ------------ -----------
<S> <C> <C> <C> <C>
Common Stock, 375,000 $15.59 $5,846,250 $1,725
par value
$.01 per share
</TABLE>
(1) Also registered hereunder are such additional number of shares of
Common Stock, presently indeterminable, as may be necessary to satisfy
the antidilution provisions of the Plan to which this Registration
Statement relates.
(2) The registration fee has been calculated on the basis of the average of
the high and low sale prices on the New York Stock Exchange on August
11, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (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 thereof from the date
of filing of such documents.
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
directly or by incorporation by reference audited financial statements for the
Company's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement filed by the Company under the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
Inapplicable
Item 5. Interests of Named Experts and Counsel
The financial statements and schedules incorporated by reference in
this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
The validity of the authorization and issuance of the Common Stock
offered hereby will be passed upon for the Company by Hutchins, Wheeler &
Dittmar, a Professional Corporation, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
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"Section 67. Indemnification of directors, officers, employees and
other agents of a corporation, and persons who serve at its request as
directors, officers, employees or other agents of another organization, or who
serve at its request in any capacity with respect to any employee benefit plan,
may be provided by it to whatever extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors. Except as the articles of
organization or by-laws otherwise require, indemnification of any persons
referred to in the preceding sentence who are not directors of the corporation
may be provided by it to the extent authorized by the directors. Such
indemnification may include payment by the corporation of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any such employee benefit
plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."
Article XXIX of the By-Laws of the Company provides as follows:
ARTICLE XXIX
Indemnification of Directors and Others
Section 29.1 Definitions For purposes of this Article XXIX:
(a) "Director/officer" means any person who is serving or has served as
a Director, officer or employee of the Corporation appointed or elected by the
Board of Directors or the stockholders of the Corporation, or any Director,
officer or employee of the Corporation who is serving or has served at the
request of the Corporation as a Director, officer, trustee, principal, partner,
member of a committee, employee or other agent of any other organization,
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or in any capacity with respect to any employee benefit plan of the Corporation
or any of its subsidiaries.
(b) "Proceeding" means any action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened in or before
any court, tribunal, administrative or legislative body or agency, and any claim
which could be the subject of a Proceeding.
(c) "Expense" means any fine or penalty, and any liability fixed by a
judgment, order, decree or award in a Proceeding, any amount reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in connection with a Proceeding. The term "Expense" shall
include any taxes or penalties imposed on a Director/officer with respect to any
employee benefit plan of the Corporation or any of its subsidiaries.
Section 29.2 Right to Indemnification
Except as limited by law or as provided in Sections 29.3 and 29.4 of
this Article XXIX, each Director/officer (and his heirs and personal
representatives) shall be indemnified by the Corporation against any Expense
incurred by him in connection with each Proceeding in which he is involved as a
result of his serving or having served as a Director/officer.
Section 29.3 Indemnification not Available
No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been adjudicated that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation, or, to the extent that such Proceeding relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
Section 29.4 Compromise or Settlement
In the event that a Proceeding is compromised or settled so as to
impose any liability or obligation on a Director/officer or upon the
Corporation, no indemnification shall be provided as to said Director/officer
with respect to such Proceeding if such Director/officer shall have been
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Corporation, or, to the extent that such
Proceeding relates to service with respect to an employee benefit plan, in the
best interests of the participants or beneficiaries of such employee benefit
plan.
Section 29.5 Advances
The Corporation shall pay sums on account of indemnification in advance
of a final disposition of a Proceeding upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 29.3 and 29.4 hereof, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.
Section 29.6 Not Exclusive
Nothing in this Article XXIX shall limit any lawful rights to
indemnification existing independently of this Article 29.
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Section 29.7 Insurance
The provisions of this Article XXIX shall not limit the power of the
Board of Directors to authorize the purchase and maintenance of insurance on
behalf of any Director/officer against any liability incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article
XXIX.
Item 7. Exemption from Registration Claimed
Inapplicable
Item 8. Exhibits
NumberDescription
4A Haemonetics Corporation 1998 Employee Stock Purchase Plan
5 Opinion of Hutchins, Wheeler & Dittmar, a Professional
Corporation, as to legality of shares being registered and
consent.
23 Consents of Experts - included in Registration Statement under
heading "Consent of Independent Public Accountants."
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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;
(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)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in
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<PAGE>
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 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 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) The undersigned registrant hereby undertakes, that, 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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<PAGE>
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 Braintree, Massachusetts on August 11, 1998.
HAEMONETICS CORPORATION
By s/ James L. Peterson
James L. Peterson
President
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.
<TABLE>
Title Date
<S> <C> <C>
s/ Sir Stuart Burgess Chairman of the Board of 8/11/98
Sir Stuart Burgess Directors
s/ James L. Peterson President, Chief Executive 8/11/98
James L. Peterson Officer, Director
s/ Ronald J. Ryan Senior Vice President of Finance 8/11/98
Ronald J. Ryan and Chief Financial Officer
(Principal Financial and
Accounting Officer)
s/ Yutaka Sakurada Senior Vice President - 8/11/98
- ---------------------------------
Yutaka Sakurada Haemonetics Corp., and
President - Haemonetics Japan,
Director
s/ Benjamin L. Holmes Director 8/11/98
Benjamin L. Holmes
</TABLE>
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<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on Form S-8 of our
report dated April 23, 1998 included in Haemonetics Corporation's Form 10-K for
the year ended March 28, 1998 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
/s/Arthur Andersen LLP
Boston, Massachusetts,
August 7, 1998
320904-1
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HAEMONETICS CORPORATION
1998 Employee Stock Purchase Plan
1. Purpose
It is the purpose of this 1998 Employee Stock Purchase Plan to provide a
means whereby eligible employees may purchase Common Stock of Haemonetics
Corporation (the "Company") through payroll deductions. It is intended to
provide a further incentive for employees to promote the best interests of the
Company and to encourage stock ownership by employees in order that they may
participate in the Company's economic growth.
It is the intention of the Company that the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code and the provisions of this Plan shall be construed in a
manner consistent with the Code.
2. Definitions
The following words or terms, when used herein, shall have the
following respective meanings:
(a) "Plan" shall mean the 1998 Employee Stock Purchase Plan.
(b) "Company" shall mean Haemonetics Corporation, a Massachusetts
corporation.
(c) "Account" means the Employee Stock Purchase Account established
for a Participant under Section 7 hereunder.
(d) "Basic Compensation" shall mean the regular rate of salary or
wages in effect immediately prior to a Purchase Period,
including sales commissions, before any deductions or
withholdings, but shall exclude overtime, bonuses and amounts
paid in reimbursement for expenses.
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(e) "Board of Directors" shall mean the Board of Directors of
Haemonetics Corporation.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Purchase Plan Committee
appointed and acting in accordance with the terms of the Plan.
(h) "Common Stock" shall mean shares of the Company's common stock
with a par value of $.01 per share.
(i) "Effective Date" shall mean May 1, 1998.
(j) "Eligible Employees" shall mean all persons employed by the
Company or one of its subsidiaries as defined in Section 424
of the Code, but excluding:
(1) Persons who have been employed by the Company or its
subsidiaries for less than six months on the first day
of the Purchase Period with the
exception of persons previously eligible;
(2) Persons whose customary employment is less than twenty
hours per week or five months or less per year; and
(3) Persons who are deemed for purposes of Section
423(b)(3) of the Code to own stock possessing 5% or
more of the total combined voting power or value of all
classes of stock of the Company, its parent or a
subsidiary.
For purposes of the Plan, employment will be treated as continuing
intact while a Participant is on military leave, sick leave, or other bona fide
leave of absence, for up to 90 days or so long as the Participant's right to
re-employment is guaranteed either by statute or by contract, if longer than 90
days.
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(k) "Exercise Date" shall mean the last day of a Purchase Period;
provided, however, that if such date is not a business day,
"Exercise Date" shall mean the immediately preceding business
day.
(1) "Participant" shall mean an Eligible Employee who elects to
participate in the Plan under Section 6 hereunder.
(m) Except as provided below, there shall be two "Purchase Periods"
in each full calendar year during which the Plan is in effect,
one commencing on November 1st of each calendar year and
continuing through April 30 of such calendar year, and the
second commencing on May 1st of each calendar year and
continuing through October 31st of such calendar year. The first
Purchase Period after adoption of the Plan shall commence on
November 1, 1998. The last Purchase Period shall commence on May
1, 2008 and end on October 31, 2008.
(n) "Purchase Price" shall mean the lower of (i) 85% of the fair
market value of a share of Common Stock for the first business
day of the relevant Purchase Period, or (ii) 85% of such value
on the relevant Exercise Date. If the shares of Common Stock
are listed on any national securities exchange, or traded on
the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") National Market System, the fair
market value per share of Common Stock on a particular day
shall be the closing price, if any, on the largest such
exchange, or if not traded on an exchange, the NASDAQ National
Market System, on such day, and, if there are no sales of the
shares of Common Stock on such particular day, the fair market
value of a share of Common Stock shall be determined by taking
a weighted average of the means between the highest and lowest
sales on the nearest date before and the
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nearest date after the particular day in accordance with
Treasury Regulations Section 25.2512-2. If the shares of Common
Stock are not then listed on any such exchange or the NASDAQ
National Market System, the fair market value per share of
Common Stock on a particular day shall be the mean between the
closing "Bid" and the closing "Asked" prices, if any, as
reported in the National Daily Quotation Service for such day.
If the fair market value cannot be determined under the
preceding sentences, it shall be determined in good faith by the
Board of Directors.
3. Grant of Option to Purchase Shares.
Each Eligible Employee shall be granted an option effective on the first
day of each Purchase Period to purchase shares of Common Stock. The term of the
option shall be the length of the Purchase Period. The number of shares subject
to each option shall be the quotient of the aggregate payroll deductions in the
Purchase Period authorized by each Participant in accordance with Section 6
divided by the Purchase Price, but in no event greater than 800 shares per
option. Notwithstanding the foregoing, (i) no employee shall be granted an
option which permits his right to purchase shares under the Plan and under all
other Code Section 423(b) employee stock purchase plans of the Company or any
parent or subsidiary corporation to accrue at a rate which exceeds in any one
calendar year $25,000 of the fair market value of the Common Stock as of the
date the option to purchase is granted. 4. Shares.
There shall be 375,000 shares of Common Stock reserved for issuance to
and purchase by Participants under the Plan, subject to adjustment as herein
provided. The shares of Common Stock subject to the Plan shall be either shares
of authorized but unissued Common Stock or shares of Common Stock reacquired by
the Company and held as treasury shares. Shares of
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Common Stock not purchased under an option terminated pursuant to the provisions
of the Plan may again be subject to options granted under the Plan.
The aggregate number of shares of Common Stock which may be purchased
pursuant to options granted hereunder, the number of shares of Common Stock
covered by each outstanding option, the maximum number of shares that may be
granted in any Purchase Period and the purchase price for each such option shall
be appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a stock split or other
subdivision or consolidation of shares of Common Stock or for other capital
adjustments or payments of stock dividends or distributions or other increases
or decreases in the outstanding shares of Common Stock effected without receipt
of consideration by the Company.
5. Administration.
The Plan shall be administered by the Board of Directors or a Stock
Purchase Plan Committee appointed from time to time by the Board of Directors.
All members of the Committee shall serve at the discretion of the Board. The
Board of Directors or the Committee, if one has been appointed, is vested with
full authority to make, administer and interpret such equitable rules and
regulations regarding the Plan as it may deem advisable. The Board of
Directors', or the Committee's, if one has been appointed, determinations as to
the interpretation and operation of the Plan shall be final and conclusive. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under the Plan. 6. Election to Participate.
An Eligible Employee may elect to become a Participant in the Plan for a
Purchase Period by completing a "Stock Purchase Agreement" form prior to the
first day of the Purchase Period
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for which the election is made. Such Stock Purchase Agreement shall be in such
form as shall be determined by the Board of Directors or the Committee. The
election to participate shall be effective for the Purchase Period for which it
is made. There is no limit on the number of Purchase Periods for which an
Eligible Employee may elect to become a Participant in the Plan. In the Stock
Purchase Agreement, the Eligible Employee shall authorize regular payroll
deductions of any full percentage of his Basic Compensation, but in no event
less than two percent nor more than eight percent (8%) of his Basic
Compensation. An Eligible Employee may not change his authorization except as
otherwise provided in Section 9. Options granted to Eligible Employees who have
failed to execute a Stock Purchase Agreement within the time periods prescribed
by the Plan will automatically lapse. 7. Employee Stock Purchase Account.
An Employee Stock Purchase Account will be established for each
Participant in the Plan for bookkeeping purposes, and payroll deductions made
under Section 6 will be credited to such Accounts. However, prior to the
purchase of shares in accordance with Section 8 or withdrawal from or
termination of the Plan in accordance with the provisions hereof, the Company
may use for any valid corporate purpose all amounts deducted from a
Participant's wages under the Plan and credited for bookkeeping purposes to his
Account.
The Company shall be under no obligation to pay interest on funds
credited to a Participant's Account, whether upon purchase of shares in
accordance with Section 8 or upon distribution in the event of withdrawal from
or termination of the Plan as herein provided.
8. Purchase of Shares.
Each Eligible Employee who is a Participant in the Plan automatically
and without any act on his part will be deemed to have exercised his option on
each Exercise Date to the extent that
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the balance then in his Account under the Plan is sufficient to purchase at the
Purchase Price whole shares of the Common Stock subject to his option. Any
balance remaining in the Participant's Account shall be carried forward and
credited for use in the next Purchase Period. If the Employee chooses not to
participate in the next Purchase Period, any balance will be refunded to him in
cash. Notwithstanding the foregoing, any balance remaining in a Participant's
Account at the end of a Purchase Period as a result of aggregate payroll
deductions having exceeded the limitations set forth in Section 3 shall be
refunded to the Participant in cash without interest. 9. Withdrawal.
A Participant who has elected to authorize payroll deductions for the
purchase of shares of Common Stock may cancel his election by written notice of
cancellation delivered to the office or person designated by the Company to
receive Stock Purchase Agreements ("Cancellation"), but any such notice of
Cancellation must be so delivered not later than ten (10) days before the
relevant Exercise Date.
A Participant will receive in cash, as soon as practicable after
delivery of the notice of Cancellation, the amount credited to his Account. Any
Participant who so withdraws from the Plan may again become a Participant at the
start of the next Purchase Period in accordance with Section 6.
Upon dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving entity every option
outstanding hereunder shall terminate, in which event each Participant shall be
refunded the amount of cash then in his Account.
10. Issuance of Stock Certificates.
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The shares of Common Stock purchased by a Participant shall, for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise Date. Prior to that date none of the rights or privileges of a
stockholder of the Company, including the right to vote or receive dividends,
shall exist with respect to such shares.
Within a reasonable time after the Exercise Date, the Company shall
issue and deliver a certificate for the number of shares of Common Stock
purchased by a Participant for the Purchase Period, which certificate shall be
registered either in the Participant's name, jointly in the names of the
Participant and his spouse, or in the name of the Participant or his spouse as
guardian for their children, as the Participant shall designate in his Stock
Purchase Agreement. Such designation may be changed at any time by filing notice
thereof with the party designated by the Company to receive such notices. 11.
Termination of Employment.
(a) Upon a Participant's termination of employment for any reason,
other than death, no payroll deduction may be made from any
compensation due him and the entire balance credited to his
Account shall be automatically refunded.
(b) Upon the death of a Participant, no payroll deduction shall be
made from any compensation due him at time of death, and the
entire balance in the deceased Participant's Account shall be
paid in cash to the Participant's designated beneficiary, if
any, under a group insurance plan of the Company covering such
employee, or otherwise to his estate.
12. Rights Not Transferable.
The right to purchase shares of Common Stock under this Plan is
exercisable only by the Participant during his lifetime and is not transferable
by him. If a Participant attempts to transfer
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his right to purchase shares under the Plan, he shall be deemed to have
requested withdrawal from the Plan and the provisions of Section 9 hereof shall
apply with respect to such Participant.
13. No Guarantee of Continued Employment.
Granting of an option under this Plan shall imply no right of continued
employment with the Company for any Eligible Employee.
14. Notice.
Any notice which an Eligible Employee or Participant files pursuant to
this Plan shall be in writing and shall be delivered personally or by mail
addressed to Haemonetics Corporation, 400 Wood Road, Braintree, Massachusetts
02184 Attn: Alicia R. Lopez, General Counsel. Any notice to a Participant or an
Eligible Employee shall be conspicuously posted in the Company's principal
office or shall be mailed addressed to the Participant or Eligible Employee at
the address designated in the Stock Purchase Agreement or in a subsequent
writing.
15. Application of Funds.
All funds deducted from a Participant's wages in payment for shares
purchased or to be purchased under this Plan may be used for any valid corporate
purpose provided that the Participant's Account shall be credited with the
amount of all payroll deductions as provided in Section 7. 16. Government
Approvals or Consents.
This Plan and any offering and sales to Eligible Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 17, the
Board of Directors of the Company may make such changes in the Plan and include
such terms in any offering under this Plan as may be necessary
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or desirable, in the opinion of counsel, to comply with the rules or regulations
of any governmental authority, or to be eligible for tax benefits under the Code
or the laws of any state.
17. Amendment of the Plan.
The Board of Directors may, without the consent of the Participants,
amend the Plan at any time, provided that no such action shall adversely affect
options theretofore granted hereunder, and provided that no such action by the
Board of Directors without approval of the Company's stockholders may: (a)
increase the total number of shares of Common Stock which may be purchased by
all Participants; or (b) change the class of employees eligible to receive
options under the Plan.
For purposes of this Section 17, termination of the Plan by the Board of
Directors pursuant to Section 18 shall not be deemed to be an action which
adversely affects options theretofore granted hereunder.
18. Term of the Plan.
The Plan shall become effective on the Effective Date, provided that it
is approved within twelve months after adoption by the Board of Directors at a
duly-held stockholder's meeting by stockholders of the Company holding a
majority of the Company's voting stock. The Plan shall continue in effect
through October 31, 2008, provided, however, that the Board of Directors shall
have the right to terminate the Plan at any time. In the event of the expiration
of the Plan or its termination, all options then outstanding under the Plan
shall automatically be cancelled and the entire amount credited to the Account
of each Participant hereunder shall be refunded to each such Participant.
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19. Withholding of Additional Income Taxes.
By electing to participate in the Plan, each Participant acknowledges
that the Company is required to withhold taxes with respect to the amounts
deducted from the Participant's compensation and accumulated for the benefit of
the Participant under the Plan and each Participant agrees that the Company may
deduct additional amounts from the Participant's compensation, when amounts are
added to the Participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each Participant further
acknowledges that when Common Stock is purchased under the Plan, the Company may
be required to withhold taxes with respect to all or a portion of the difference
between the fair market value of the Common Stock purchased and its purchase
price, and each Participant agrees that such taxes may be withheld from
compensation otherwise payable to such Participant. It is intended that tax
withholding will be accomplished in such a manner that the full amount of
payroll deductions elected by the Participant under Section 6 will be used to
purchase Common Stock. However, if amounts sufficient to satisfy applicable tax
withholding obligations have not been withheld from compensation otherwise
payable to any Participant, then, notwithstanding any other provision of the
Plan, the Company may withhold such taxes from the Participant's accumulated
payroll deductions and apply the net amount to the purchase of Common Stock,
unless the Participant pays to the Company, prior to the exercise date, an
amount sufficient to satisfy such withholding obligations. Each Participant
further acknowledges that the Company may be required to withhold taxes in
connection with the disposition of stock acquired under the Plan and agrees that
the Company may take whatever action it considers appropriate to satisfy such
withholding requirements, including deducting from compensation otherwise
payable to such Participant an amount sufficient to satisfy such withholding
requirements or conditioning
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any disposition of Common Stock by the Participant upon the payment to the
Company of an amount sufficient to satisfy such withholding requirements.
20. General.
Whenever the context of this Plan permits, the masculine gender shall
include the feminine and neuter genders.
295742-1
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August 11, 1998
Haemonetics Corporation
400 Wood Road
Braintree, MA 02184
Ladies and Gentlemen:
We are counsel to Haemonetics Corporation, a Massachusetts Corporation
(the "Company"), and as such counsel we are familiar with the corporate
proceedings taken in connection with the adoption of the Company's 1998 Employee
Stock Purchase Plan (the "Plan"). We are also familiar with the Registration
Statement on Form S-8 to which a copy of this opinion will be attached as an
exhibit.
As such counsel, we have examined the corporate records of the Company
including its Restated Articles of Organization, as amended, By-laws, Minutes of
Meetings of its Board of Directors and Stockholders and such other documents as
we have deemed necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regarding for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is validly existing as a corporation and in good
corporate standing under the laws of the Commonwealth of Massachusetts.
2. The Company has duly authorized the issuance of 80,000,000
shares of common stock, $.01 par value per share ("Common Stock").
3. The shares of Common Stock issuable pursuant to the Plan have been
duly authorized, and when issued in accordance with the terms of the Plan, such
shares will be validly issued, fully paid and nonassessable shares of capital
stock of the Company to which no personal liability will attach.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to reference to us under the caption
"Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
A Professional Corporation
MEO:smt:335354-1
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