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As filed with the Securities and Exchange Commission on December 13, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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:
Stephen P. Farrell
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178-0600
(212) 309-6050
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Title of Securities Amount to be Price Per Share* Offering Price* Registration
to be Registered Registered Fee
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<S> <C> <C> <C> <C>
Common Stock, par value 521,503 [ $17.40625] [ $9,077,412] [$2,396]
$.10 per share.......
====================================================================================================================
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(*) 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 December
12, 2000, as reported in the American Stock Exchange Composite
Transactions.
This Registration Statement on Form S-8 is being filed pursuant to General
Instruction E of Form S-8 to increase the number of shares of Intermagnetics
General Corporation Common Stock, par value $.10 per share available for
issuance under the 1990 Stock Option Plan.
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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, Registration No. 333-42163 and Registration No. 333-75269) 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.
24.1 Consent of PricewaterhouseCoopers LLP
24.2 Consent of KPMG LLP
24.3 Consent of Katherine M. Sheehan, Esq.
(included as part of Exhibit 5)
25 Power of Attorney
(included as part of the signature page)
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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 13th day of
December, 2000.
INTERMAGNETICS GENERAL CORPORATION
By: /s/ Glenn H. Epstein
-------------------------------------
Glenn H. Epstein
President 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 Glenn
H. Epstein, President 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/ Glenn H. Epstein
---------------------------------------------
Glenn H. Epstein
President, Chief Executive Officer
and Director
/s/ Michael C. Zeigler
---------------------------------------------
Michael C. Zeigler
Senior Vice President - Finance;
Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Carl H. Rosner
---------------------------------------------
Carl H. Rosner
Chairman of the Board of Directors
/s/ John M. Albertine
---------------------------------------------
John M. Albertine
Director
/s/ James S. Hyde
---------------------------------------------
James S. Hyde
Director
/s/ Thomas L. Kempner
---------------------------------------------
Thomas L. Kempner
Director
/s/ Stuart A. Shikiar
---------------------------------------------
Stuart A. Shikiar
Director
/s/ Sheldon Weinig
---------------------------------------------
Sheldon Weinig
Director
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
5 Opinion of Katherine M. Sheehan, Esq.
24.1 Consent of PricewaterhouseCoopers LLP
24.2 Consent of KPMG LLP
24.3 Consent of Katherine M. Sheehan, Esq.
(included in Exhibit 5)
25 Power of Attorney
(included in signature page)
