As filed with the Securities and Exchange Commission on March 30, 1999
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, Esq.
Day, Berry & Howard LLP
One Canterbury Green
Stamford, Connecticut 06901-2047
(203) 977-7300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Aggregate Registration Fee
Price Per Share* Offering Price*
<S> <C> <C> <C> <C>
Common Stock, par value 408,000 shs. $6.9375 $2,830,500 $786.88
$.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 reported high and low prices of shares of Common Stock on March 26,
1999, 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. 33-44693, Registration No. 33-55092,
Registration No. 33-72160, Registration No. 333-10553 and
Registration No. 333-42163) 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 Katherine M. Sheehan, Esq.
23.1 Consent of KPMG LLP
23.2 Consent of Katherine M. Sheehan, Esq.
(included as part of Exhibit 5)
24 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 29th day of March, 1999.
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
March 29, 1999
Carl H. Rosner
Chairman and Chief Executive Officer
/S/ MICHAEL C. ZEIGLER
March 29, 1999
Michael C. Zeigler
Senior Vice President - Finance;
Chief Financial Officer (Principal
Financial and Accounting Officer)
/S/ JOSEPH C. ABELES
March 29, 1999
Joseph C. Abeles
Director
/S/ JOHN M. ALBERTINE
March 29, 1999
John M. Albertine
Director
/S/ EDWARD E. DAVID, JR.
March 29, 1999
Edward E. David, Jr.
Director
/S/ GLENN H. EPSTEIN
March 29, 1999
Glenn H. Epstein
Director
/S/ JAMES S. HYDE
March 29, 1999
James S. Hyde
Director
/S/ THOMAS L. KEMPNER
March 29, 1999
Thomas L. Kempner
Director
/S/ STUART A. SHIKIAR
March 29, 1999
Stuart A. Shikiar
Director
/S/ SHELDON WEINIG
March 29, 1999
Sheldon Weinig
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
NUMBER EXHIBIT
5 Opinion of Katherine M. Sheehan, Esq.
23.1 Consent of KPMG LLP
23.2 Consent of Katherine M. Sheehan, Esq.
(included in Exhibit 5)
24 Power of Attorney
(included in signature page)
<PAGE>
EXHIBIT 5
<PAGE>
March 29, 1999
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 Corporate Counsel for Intermagnetics General
Corporation, a New York corporation (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 offering of up to
408,000 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/ Katherine M. Sheehan
Katherine M. Sheehan
Corporate Counsel
<PAGE>
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Intermagnetics General Corporation:
We consent to the use of our report, included in the May 31, 1998
Annual Report on Form 10-K of Intermagnetics General Corporation,
incorporated herein by reference.
/s/ KPMG LLP
Albany, New York
March 29, 1999
