AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERMAGNETICS GENERAL CORPORATION
(Exact name of issuer as specified in its charter)
NEW YORK 14-1537454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
450 OLD NISKAYUNA ROAD
P.O. BOX 461
LATHAM, NY 12110-0461
(Address of principal executive offices)
1990 STOCK OPTION PLAN
(Full title of the plan)
Michael C. Zeigler
Senior Vice President - Finance and
Chief Financial Officer
Intermagnetics General Corporation
450 Old Niskayuna Road
P.O. Box 461
Latham, NY 12110-0461
(Name and address of agent for service)
(518) 782-1122
(Telephone number, including area code, of agent for service)
COPY TO:
Martin L. Budd
Day, Berry & Howard
One Canterbury Green
Stamford, Connecticut 06901-2047
(203) 977-7300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration Fee
to be Registered Registered Price Per Share* Offering Price*
<S> <C> <C> <C> <C>
Common Stock, par value 612,000 shs. $8.3125 $5,087,250 $1,500.74
$.10 per share.......
</TABLE>
(*) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the high and low prices of shares of Common Stock for December 9, 1997,
as reported in the American Stock Exchange Composite Transactions.
Pursuant to General Instruction E of Form S-8, the contents
of the Company's earlier Registration Statements on Form S-8
(Registration No. 333-10553, Registration No. 33-44693,
Registration No. 33-55092 and Registration No. 33-72160) relating
to the 1990 Stock Option Plan are incorporated herein by
reference.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement
are as follows:
Exhibit
NUMBER EXHIBIT
5 Opinion of Christopher J. Lord, Esq.
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Christopher J. Lord, Esq.
(included as part of Exhibit 5)
25 Power of Attorney
(included as part of the signature page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Town
of Latham, State of New York, on this 10th day of December, 1997.
INTERMAGNETICS GENERAL CORPORATION
By: /S/ CARL H. ROSNER
Carl H. Rosner
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by or on behalf
of the following persons in the capacities and on the dates
indicated.
Each person, in so signing, also makes, constitutes and
appoints Carl H. Rosner, Chairman and Chief Executive Officer,
and Michael C. Zeigler, Senior Vice President - Finance and Chief
Financial Officer, and each of such officers acting singly, his
true and lawful attorney-in-fact, in his name, place and stead to
execute and cause to be filed with the Securities and Exchange
Commission any or all amendments to this Registration Statement,
with all exhibits and any and all documents required to be filed
with respect thereto, and to do and perform each and every act
and thing necessary to effectuate the same.
/S/ CARL H. ROSNER December 10, 1997
Carl H. Rosner
Chairman and Chief Executive Officer
/S/ MICHAEL C. ZEIGLER December 10, 1997
Michael C. Zeigler
Senior Vice President - Finance;
Chief Financial Officer (Principal
Financial and Accounting Officer)
/S/ JOHN M. ALBERTINE December 10, 1997
John M. Albertine
Director
/S/ JOSEPH C. ABELES December 10, 1997
Joseph C. Abeles
Director
/S/ EDWARD E. DAVID, JR. December 10, 1997
Edward E. David, Jr.
Director
/S/ STUART A. SHIKIAR December 10, 1997
Stuart A. Shikiar
Director
/S/ THOMAS L. KEMPNER December 10, 1997
Thomas L. Kempner
Director
/S/ SHELDON WEINIG December 10, 1997
Sheldon Weinig
Director
/S/ JAMES HYDE December 9, 1997
James Hyde
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
NUMBER EXHIBIT
5 Opinion of Christopher J. Lord, Esq.
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Christopher J. Lord, Esq.
(included in Exhibit 5)
25 Power of Attorney
(included in signature page)
EXHIBIT 5
December 12, 1997
Intermagnetics General Corporation
450 Old Niskayuna Road
P.O. Box 461
Latham, N.Y. 12110-0461
Re: Registration Statement on Form S-8 Relating
TO THE COMPANY'S 1990 STOCK OPTION PLAN
Dear Sir or Madam:
I am General Counsel of Intermagnetics General Corporation,
a New York corporation (the "Company"), and have represented the
Company in connection with the preparation of a registration
statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to the registration
of an additional 612,000 shares (the "Shares") of the Company's
Common Stock, par value $.10 per share (the "Common Stock"), to
be issued pursuant to options granted or to be granted under the
Company's 1990 Stock Option Plan (the "1990 Plan").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of the Registration Statement, the
1990 Plan and such other documents, corporate records, and other
instruments as I have deemed necessary or advisable for purposes
of the opinion set forth below. I have assumed the genuineness
of the signatures on all documents examined by me, the
authenticity of all documents submitted to me as originals, and
the conformity to all corresponding originals of all documents
submitted to me as copies.
Based on the foregoing, it is my opinion that, except as
otherwise provided in Section 630 of the New York Business
Corporation Law ("NYBCL"), the Shares of the Company's Common
Stock to be issued upon exercise of options granted or to be
granted in accordance with the terms of the 1990 Plan will be,
when issued in accordance with the terms of such options for a
price not less than the par value thereof, validly issued, fully
paid and nonassessable shares of the Common Stock of the Company
under the laws of the State of New York (assuming that, at the
time of such issuance, the Company has a sufficient number of
authorized and unissued shares or treasury shares available for
such issuance).
The foregoing opinion is limited to NYBCL.
I hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement. In giving such opinion, I do not
thereby admit that I am acting within the category of persons
whose consent is required under Section 7 of the Act or the rules
or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Christopher J. Lord
Christopher J. Lord
General Counsel
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Intermagnetics General Corporation:
We consent to the use of our report, included in the May 25, 1997
Annual Report on Form 10-K of Intermagnetics General Corporation,
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Albany, New York
December 5, 1997
