Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Empi, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1310335
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
5255 East River Road
Minneapolis, Minnesota 55421-1029
(Address of Principal Executive Office and Zip Code)
Empi, Inc. 1987 Stock Option Plan
(Full Title of the Plan)
Joseph E. Laptewicz, Jr.
President and Chief Executive Officer
Empi, Inc.
5255 East River Road
Minneapolis, Minnesota 55421-1029
(612) 586-7300
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas R. King
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under
the Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
Plan 300,000 shares $18.625 $5,587,500 $1,926.72
---------
TOTAL: $1,926.72
=============================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein
and any additional securities which may become issuable pursuant to
anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee and based upon the average of the high and low prices of
the Registrant's Common Stock on March 27, 1996.
<PAGE>
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1987 Stock Option Plan. The contents
of the Registrant's Registration Statements on Form S-8, Reg. No. 33-28177, Reg.
No. 33-42510 and Reg. No. 33-49616, are incorporated herein by reference.
SIGNATURES
The Registrant. 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 the City of Minneapolis and State of Minnesota, on the 29th
day of March, 1996.
EMPI, INC.
(the "Registrant")
By /s/ Joseph E. Laptewicz, Jr.
Joseph E. Laptewicz, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<PAGE>
(Power of Attorney)
Each of the undersigned constitutes and appoints Joseph E. Laptewicz,
Jr. and Timothy E. Briggs his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Empi, Inc. relating to the Company's 1987 Stock Option
Plan and any or all amendments or post-effective amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
/s/ J. E. Laptewicz, Jr. President, Chief Executive March 29, 1996
Joseph E. Laptewicz, Jr. Officer and Director (principal
executive officer)
/s/ Timothy E. Briggs Executive Vice President and March 29, 1996
Timothy E. Briggs Chief Financial Officer
(principal financial and
accounting officer)
/s/ Donald D. Maurer Chairman and Director March 29, 1996
Donald D. Maurer
/s/ Scott R. Anderson Director March 29, 1996
Scott R. Anderson
/s/ Everett F. Carter Director March 29, 1996
Everett F. Carter
/s/ Harold G. Olson Director March 29, 1996
Harold G. Olson
/s/ K. F. Tempero Director March 29, 1996
Kenneth F. Tempero, M.D., Ph.D.
/s/ Warren S. West Director March 29, 1996
Warren S. West
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EMPI, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent auditors
24 Power of attorney (included on "Signatures" page)
EXHIBIT 5
April 2, 1996
Empi, Inc.
1275 Grey Fox Road
Arden Hills, Minnesota 55112
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Empi, Inc. (the "Company") in
connection with the original registration by the Company on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") of options and 300,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1987 Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors
and shareholders of the Company pertaining to the adoption and
approval of the Plan and amendments thereto.
4. The Plan, as amended.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by the
Company of the consideration for the Shares pursuant to the terms
of the Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Thomas R. King
Thomas R. King
Fredrikson & Byron, P.A.
900 Second Avenue South
Minneapolis, Minnesota 55402
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Empi, Inc. 1987 Stock Option Plan of our report dated
January 31, 1996 with respect to the consolidated financial statements and
schedule of Empi, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
March 28, 1996
