Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BIOMET, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1418342
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Airport Industrial Park
Post Office Box 587
Warsaw, Indiana 46581-0587
(Address of principal executive offices)
BIOMET, INC.
401(k) PROFIT SHARING PLAN
(Full title of the plan)
Daniel P. Hann
Biomet, Inc.
Airport Industrial Park
Post Office Box 587
Warsaw, Indiana 46581-0587
(Name and address of agent for service)
(219) 267-6639
(Telephone number, including area code, of agent for service)
Copy to:
Berkley W. Duck
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered Per Share Price(2) tion Fee(2)
Common Shares, 1,000,000 Shares $17.88 $17,880,000.00 $6,165.51
without par value
(1)In addition, pursuant to Rule 416(c) 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.
(2)The registration fee has been calculated pursuant to Rule 457(e)
and (h) based upon the last reported sale price for the Common Shares on
December 15, 1995.
FORM S-8
Registration Statement under
The Securities Act of 1933
BIOMET, INC.
401(k) PROFIT SHARING PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information heretofore filed with the Commission
by Biomet, Inc. (the "Registrant") or the Biomet, Inc. 401(k)
Profit Sharing Plan (the "Plan")(Commission File No. 0-12515) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K.
(b) All other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual
reports referred to in (a) above.
(c) The information set forth under the caption "Description
of Common Shares" in the Registrant's Registration
Statement on Form 8-A filed pursuant to Section 12(g) of
the Exchange Act, dated September 21, 1983 including any
amendments or reports filed for the purpose of updating
that description.
All documents and reports filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, and 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 hereof from the
date of filing of those documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Indiana Business Corporation Law ("BCL") provides that a
corporation may indemnify against liability (including amounts paid
in settlement) of a person made a party to a proceeding because of
the person's service as a director, officer, employee or agent of
the corporation if a determination is made by the board of
directors, a committee thereof, legal counsel or the shareholders
that the person acted in good faith and reasonably believed (in the
case of action taken in the person's official capacity with the
corporation) that his or her conduct was in the corporation's best
interests or (in all other cases) at least not opposed to its best
interests; and, in the case of any criminal proceeding, the person
had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe it was unlawful. Directors, officers,
employees and agents must be indemnified against reasonable
expenses incurred in a proceeding if the person is wholly
successful, on the merits or otherwise, in the defense of the
proceeding. The BCL provides that it is not exclusive of other
rights of indemnification that a person may have under the articles
of incorporation, bylaws, resolutions of the board of directors or
shareholders or other authorization of the shareholders, and
permits the corporation to purchase insurance on behalf of
directors, officers, employees and agents against liability
asserted against them in those capacities.
Reference is made to Section 9.3 of Article IX of the Amended
Articles of Incorporation of the Registrant concerning
indemnification of directors and officers.
The Registrant has obtained directors' and officers' liability
insurance, the effect of which is to indemnify the directors and
officers of the Registrant and its subsidiaries against certain
losses caused by an error, misstatement or misleading statement,
wrongful act, omission, neglect or breach of duty by them or any
matter claimed against them in their capacities as directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
The Registrant has submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner
and will make all changes required of the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code, as
amended.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(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 l(i) and l(ii)
shall 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.
(4) 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 each filing of an annual report of
the Plan 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.
(5) 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 Securities Act and is,
therefore, unenforceable. 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.
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 the City
of Warsaw, State of Indiana, on December 16, 1995.
BIOMET, INC.
By: /s/ DANE A. MILLER
______________________________
Dane A. Miller, President and
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Dane A. Miller and
Daniel P. Hann and each or any of them (with full power to act
alone), his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments to this 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 those attorneys-in-fact and agents 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 he might or could do in person, hereby ratifying and
confirming all that those attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on December 16, 1995 by
the following persons in the capacities indicated:
/s/ DANE A. MILLER
________________________________________
Dane A. Miller
President, Chief Executive Officer
and Director (Principal Executive Officer)
/s/ GREGORY D. HARTMAN
________________________________________
Gregory D. Hartman
Vice President - Finance
(Principal Financial Officer)
/s/ JAMES W. HALLER
________________________________________
James W. Haller
Controller (Principal Accounting Officer)
/s/ NILES L. NOBLITT
________________________________________
Niles L. Noblitt
Director
/s/ JERRY L. FERGUSON
________________________________________
Jerry L. Ferguson
Director
/s/ RONALD L. FISHER
________________________________________
Ronald R. Fisher
Director
/s/ DANIEL P. HANN
________________________________________
Daniel P. Hann
Director
/s/ C. SCOTT HARRISON
________________________________________
C. Scott Harrison, M.D.
Director
/s/ M. RAY HARROFF
________________________________________
M. Ray Harroff
Director
/s/ THOMAS F. KEARNS, JR.
________________________________________
Thomas F. Kearns, Jr.
Director
/s/ JERRY L. MILLER
________________________________________
Jerry L. Miller
Director
/s/ KENNETH L. MILLER
________________________________________
Kenneth L. Miller
Director
/s/ CHARLES E. NIEMIER
________________________________________
Charles E. Niemier
Director
/s/ MARILYN TUCKER QUAYLE
________________________________________
Marilyn Tucker Quayle
Director
/s/ L. GENE TANNER
________________________________________
L. Gene Tanner
Director
Pursuant to the requirements of the Securities Act of 1933,
the Biomet, Inc. Benefit Committee, has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Warsaw,
State of Indiana, on December 18, 1995.
BIOMET, INC. BENEFITS COMMITTEE
By: /s/ GREGORY D. HARTMAN
_____________________________________________
Gregory D. Hartman
/s/ DARLENE WHALEY
______________________________________________
Darlene Whaley
/s/ NANCY MEEHAN
______________________________________________
Nancy Meehan
BIOMET, INC.
401(k) PROFIT SHARING PLAN
Registration Statement
on
Form S-8
INDEX TO EXHIBITS
Exhibit Number
Assigned in Page Number
Regulation S-K in Sequential
Item 601 Description of Exhibit Numbering System
(4) 4.1 Specimen certificate for
Common Shares.
(Incorporated by
reference to Exhibit 4.1
to Biomet, Inc. Form 10-K
Report for year ended May
31, 1985, File No. 0-
12515.)
4.2 Rights Agreement between
Biomet, Inc. and Lake
City Bank, as Rights
Agent, dated as of
December 2, 1989
(Incorporated by
reference to Exhibit 4 to
Biomet, Inc. Form 8-K
Report dated December 22,
1989, File No. 0-12515.)
(5) No exhibit.
(15) No exhibit.
(23) 23.1 Consent of Coopers & Lybrand L.L.P.
(24) 24.1 Power of Attorney (see Signature Page).
(27) No exhibit.
(28) No exhibit.
(99) No exhibit.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation of reference in this registration statement
of Biomet, Inc. on Form S-8 of our report dated June 30, 1995, on our
audits of the consolidated financial statements and financial statement
schedule of Biomet, Inc. and subsidiaries as of May 31, 1995 and 1994, and
for each of the three years in the period ended May 31, 1995, which report
is included in the Annual Report on Form 10-K of Biomet, Inc. for the year
ended May 31, 1995.
COOPERS & LYBRAND L.L.P.
South Bend, Indiana
January 17, 1996
