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 02184 (617) 848-7100
(Address and telephone number of Principal Executive Offices)
HAEMONETICS CORPORATION
1998 Stock Option Plan for Non-Employee Directors
(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 for service)
Copy to:
Mary Ellen O'Mara
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
- 1 -
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common 6,000 shares $15.1563 $ 90,937.80
Stock, par 494,000 shares $15.59 $7,701,460.00
value $.01
per share
TOTAL 500,000 shares $7,792,397.80 $2,299
</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 with respect to 494,000 of the
shares registered on the basis of the average of the high and low sale
prices on the New York Stock Exchange on August 11, 1998; and with
respect to the remaining 6,000 shares registered on the basis of the
price at which options may be exercised.
- 2 -
<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
- 3 -
<PAGE>
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
"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:
- 4 -
<PAGE>
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, 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
- 5 -
<PAGE>
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.
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
Number Description
4A Haemonetics Corporation 1998 Stock Option Plan for Non-Employee
Directors
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:
- 6 -
<PAGE>
(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 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.
- 7 -
<PAGE>
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.
- 8 -
<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>
<S> <C> <C>
Title Date
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>
- 9 -
<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.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts,
August 7, 1998
320913-1
- 10 -
<PAGE>
HAEMONETICS CORPORATION
1998 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this Haemonetics Corporation 1998 Stock Option Plan for
Non-Employee Directors (the "Plan") is to attract and retain the services of
experienced and knowledgeable independent directors who are not employees
(sometimes referred to herein collectively as "Participants") of Haemonetics
Corporation ("Haemonetics" or the "Company") or its subsidiaries for the benefit
of Haemonetics and its stockholders and to provide additional incentive for such
Participants to continue to work in the best interests of Haemonetics and its
stockholders through continuing ownership of its common stock.
2. SHARES SUBJECT TO THE PLAN
The total number of shares of common stock, par value $.01 per share of
Haemonetics ("Common Stock") available for stock options granted under this Plan
shall not exceed 500,000 shares in the aggregate, subject to adjustment in
accordance with Section 12 hereof. Shares issued under the Plan may be
authorized but unissued shares of Common Stock or shares of Common Stock held in
treasury. Options granted pursuant to the Plan shall be authorized by action of
the Board of Directors. Stock issuable upon the exercise of an option granted
under the
- 1 -
<PAGE>
Plan may be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors. The Board
shall, subject to the provisions of this Plan, have the power to construe this
Plan, to determine all questions of interpretation and application of the Plan
and to adopt and amend such rules and regulations for the administration of the
Plan as the Board may deem desirable. No member of the Board shall be liable for
any action or determination made in good faith with respect to this Plan or any
option granted under it.
4. ELIGIBILITY
Members of the Board of Directors of Haemonetics who are not employees
of Haemonetics or its subsidiaries are eligible to be granted options under the
Plan.
5. OPTION AGREEMENT
Each option granted under the Plan shall be evidenced by an option
agreement (the "Agreement") duly executed on behalf of Haemonetics and by the
director to whom such option is granted, which Agreements shall (i) comply with
and be subject to the terms and conditions of the Plan and (ii) provide that the
optionee agrees to continue to serve as a director of Haemonetics, during the
term for which he or she was elected.
6. OPTION EXERCISE PRICE
Subject to the provisions of Section 10 hereof, the option exercise
price for an option granted under the Plan shall be the fair market value of the
shares of the Common Stock of
- 2 -
<PAGE>
Haemonetics covered by the option on the date of grant of the option. For the
purposes hereof and Section 7, the fair market value of the Common Stock of
Haemonetics shall be the mean between the high and low sales prices of the
Common Stock of Haemonetics on the New York Stock Exchange ("NYSE") on the date
of grant, or (if the Common Stock of Haemonetics did not trade on such date) on
the most recent date prior to the date of grant on which such trading occurred.
7. TIME AND MANNER OF EXERCISE OF OPTIONS
Each option granted under the Plan shall, subject to Section 8 and
Section 10 hereof, be exercisable at such time or times and during such period
as is determined by the Board of Directors and set forth in the Agreement;
provided, however, that no option granted under the Plan shall have a term in
excess of ten (10) years from the date of grant. To the extent that the right to
exercise an option has accrued and is in effect, the option may be exercised in
full at one time or in part from time to time by giving written notice, signed
by the person or persons exercising the option, to Haemonetics, stating the
number of shares with respect to which the option is being exercised,
accompanied by payment in full for such shares, which payment may be in cash or
in whole or in part in shares of the Common Stock of Haemonetics already owned
for a period of at least six months by the person or persons exercising the
option, valued at fair market value, as determined under Section 6 hereof, on
the date of exercise. Upon such exercise, delivery of a certificate for paid-up
non-assessable shares shall be made as promptly as practicable at the principal
office of Haemonetics to the person or persons exercising the option.
- 3 -
<PAGE>
8. TERM OF OPTIONS
(a) Each option shall expire ten (10) years from the date of the
granting thereof, but shall be subject to earlier termination as herein
provided.
(b) In the event of the death of an optionee, the option granted to
such optionee may be exercised, to the extent the optionee was entitled to do so
on the date of such optionee's death, by the estate of such optionee or by any
person or persons who acquired the right to exercise such option by bequest or
inheritance or otherwise by reason of the death of such optionee. Such option
may be exercised at any time within one (1) year after the date of death of such
optionee, at which time the option shall terminate, or prior to the date on
which the option otherwise expires by its terms, whichever is earlier.
(c) In the event that an optionee ceases to be a director of
Haemonetics, the option granted to such optionee may be exercised by him or her,
but only to the extent that under Section 7 hereof the right to exercise the
option has accrued and is in effect. Such option may be exercised at any time
within three (3) months after the date such optionee ceases to be a director of
Haemonetics, at which time the option shall terminate, but in any event prior to
the date on which the option expires by its terms, whichever is earlier, unless
termination as a director, (a) was by Haemonetics for cause, in which case the
option shall terminate immediately at the time the optionee ceases to be a
director of Haemonetics, (b) was because the optionee has become disabled
(within the meaning of Section 22(e)(3) of the Code), or (c) was by reason of
the death of the optionee. In the case of death, see Section 8(b) above. In the
case of disability, the option may be exercised, to the extent then exercisable
under Section 7 hereof, at any time within one (1) year after the date of
termination of the optionee's directorship with Haemonetics, at which
- 4 -
<PAGE>
time the option shall terminate, but in any event prior to the date on which the
option otherwise expires by its terms, whichever is earlier.
9. OPTIONS NOT TRANSFERABLE
The right of any optionee to exercise an option granted to him or her
under the Plan shall not be assignable or transferable by such optionee
otherwise than by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. Any option
granted under the Plan shall be exercisable during the lifetime of such optionee
only by him or her. Any option granted under the Plan shall be null and void and
without effect upon any attempted assignment or transfer, except as herein
provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such option.
10. RECAPITALIZATIONS, REORGANIZATIONS AND THE LIKE
(a) In the event that the outstanding shares of the Common Stock of the
Company are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options may be granted under the Plan and as to which outstanding options
or portions thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the optionee shall be maintained as before the
occurrence of such event; such adjustment in outstanding
- 5 -
<PAGE>
options shall be made without change in the total price applicable to the
unexercised portion of such options and with a corresponding adjustment in the
option price per share.
(b) In addition, unless otherwise determined by the Board in its sole
discretion, in the case of any (i) sale or conveyance to another entity of all
or substantially all of the property and assets of the Company or (ii) Change in
Control (as hereinafter defined) of the Company, the purchaser(s) of the
Company's assets or stock may, in his, her or its discretion, deliver to the
optionee the same kind of consideration that is delivered to the shareholders of
the Company as a result of such sale, conveyance or Change in Control, or the
Board may cancel all outstanding options in exchange for consideration in cash
or in kind which consideration in both cases shall be equal in value to the
value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the option price therefor. Upon
receipt of such consideration by the optionee, his or her option shall
immediately terminate and be of no further force and effect. The value of the
stock or other securities the optionee would have received if the option had
been exercised shall be determined in good faith by the Board, and in the case
of shares of the Common Stock of the Company, in accordance with the provisions
of Section 6 hereof. The Board shall also have the power and right to accelerate
the exercisability of any options, notwithstanding any limitations in this Plan
or in the Agreement upon such a sale, conveyance or Change in Control. A "Change
in Control" shall be deemed to have occurred if any person, or any two or more
persons acting as a group, and all affiliates of such person or persons, who
prior to such time owned less than thirty five percent (35%) of the then
outstanding Common Stock of the Company, shall acquire such
- 6 -
<PAGE>
additional shares of the Company's Common Stock in one or more transactions, or
series of transactions, such that following such transaction or transactions,
such person or group and affiliates beneficially own thirty five percent (35%)
or more of the Company's Common Stock outstanding.
(c) Upon dissolution or liquidation of the Company, all options granted
under this Plan shall terminate, but each optionee (if at such time associated
with the Company or any of its subsidiaries) shall have the right, immediately
prior to such dissolution or liquidation, to exercise his or her option to the
extent then exercisable.
(d) No fraction of a share shall be purchasable or deliverable upon the
exercise of any option, but in the event any adjustment hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share, such number shall be adjusted to the nearest smaller whole number of
shares.
11. RESTRICTIONS ON ISSUE OF SHARES
Notwithstanding the provisions of Section 7 hereof, Haemonetics may
delay the issuance of shares covered by the exercise of any option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:
(i) the shares with respect to which an option has been
exercised are at the time of the issue of such shares effectively registered
under applicable Federal and state securities acts now in force or hereafter
amended; or
(ii) counsel for Haemonetics shall have given an opinion,
which opinion shall not be unreasonably conditioned or withheld, that such
shares are exempt from registration under applicable Federal and state
securities acts now in force or hereafter amended.
- 7 -
<PAGE>
It is intended that all exercises of options shall be effective.
Accordingly, Haemonetics shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that Haemonetics
shall be under no obligation to cause a registration statement or a
post-effective amendment to any registration statement to be prepared at its
expense solely for the purpose of covering the issue of shares in respect of
which any option may be exercised, except as otherwise agreed to by Haemonetics
in writing.
12. RIGHTS OF HOLDER ON PURCHASE FOR INVESTMENT; SUBSEQUENT
REGISTRATION
Unless the shares to be issued upon exercise of an option granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended, Haemonetics shall be under no obligation to
issue any shares covered by any option unless the person who exercises such
option, in whole or in part, shall give a written representation and undertaking
to Haemonetics which is satisfactory in form and scope to counsel to Haemonetics
and upon which, in the opinion of such counsel, Haemonetics may reasonably rely,
that he or she is acquiring the shares issued pursuant to such exercise of the
option for his or her own account as an investment and not with a view to, or
for sale in connection with, the distribution of any such shares, and that he or
she will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act of
1933, or any other applicable law, and that if shares are issued without such
registration a legend to this effect may be endorsed upon the securities so
issued. In the event that Haemonetics shall, nevertheless, deem it necessary or
desirable to register under the Securities Act of 1933 or other applicable
statutes any shares with respect to which an option
- 8 -
<PAGE>
shall have been exercised, or to qualify any such shares for exemption from the
Securities Act of 1933 or other applicable statutes, then Haemonetics shall take
such action at its own expense and may require from each optionee such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to Haemonetics and its officers and
directors from such holder against all losses, claims, damages and liabilities
arising from such use of the information so furnished and caused by any untrue
statement of any material fact therein or caused by the omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made.
13. APPROVAL OF STOCKHOLDERS
The Plan shall be subject to approval by the vote of stockholders
holding at least a majority of the voting stock of Haemonetics voting in person
or by proxy at a duly held stockholders' meeting, or by written consent of all
of the stockholders, and shall take effect immediately as of its date of
adoption upon such approval.
14. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan
shall be borne by Haemonetics, and none of such expenses shall be charged to any
optionee.
15. TERMINATION AND AMENDMENT OF PLAN
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly approved by the Board.
The Board may at any time terminate this Plan or make such modification or
amendment thereof as it deems advisable.
- 9 -
<PAGE>
16. LIMITATION OF RIGHTS IN THE OPTION SHARES
An optionee shall not be deemed for any purpose to be a stockholder of
Haemonetics with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.
17. NOTICES
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to Haemonetics, to its principal place of business,
attention: General Counsel, and, if to an optionee, to the address as appearing
on the records of Haemonetics.
ADOPTED BY BOARD OF DIRECTORS: May 1, 1998
APPROVED BY STOCKHOLDERS: JULY 22, 1998
293639-2
- 10 -
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 Stock
Option Plan for Non-Employee Directors (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:335359-1
