<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-
--------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
ANALOGIC CORPORATION
--------------------
(Exact Name of Issuer as specified in its charter)
Massachusetts 04-2454372
------------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8 Centennial Drive, Peabody, MA 01960
------------------------------- -----
(Address of principal executive offices) (Zip Code)
- -------------------------------------------------------------------------------
1993 Key Employee Incentive Stock Option Plan
---------------------------------------------
(Full Title of the Plan)
- -------------------------------------------------------------------------------
Julian Soshnick
General Counsel
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
(508) 977-3000
(Name, address, including Zip Code, and telephone number, including area code,
of agent for service)
- -------------------------------------------------------------------------------
Copies of all communications to:
--------------------------------
Frederic J. Marx, Esq.
Hemenway & Barnes
60 State Street
Boston, MA 02109
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEES
<TABLE>
<CAPTION>
==============================================================================
Type of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee
price per Offering
Share Price
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05 par 500,000 $16.00/1/ $8,000,000.00 $2,758.64
value per share shares
================================================================================
</TABLE>
- ------------------
1. The price of $16.00 per share, which is the average of the high and low
prices for the Common Stock as reported on the National Association of
Securities Dealers Automated Quotation System on April 26, 1994 is set
forth solely for purposes of calculating the filing fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
Documents containing the information specified in this Item 1 will be
sent or given to each employee of Analogic Corporation (the "Registrant") who
is eligible to participate in the Plan as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Act"). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission")
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Act.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will be
sent or given to each employee who is eligible to participate in the Plan as
specified by Rule 428(b)(1) of the Act. In accordance with the rules and
regulations of the Commission and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
There are incorporated herein by reference the following documents and
materials previously filed with the Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1993;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1993;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 1994;
(d) The Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 12, 1994; and
(e) The description of the Registrant's common stock, par value $.05
per share (the "Common Stock"), contained in the registration
statement filed on Form 8-A filed on December 11, 1972 under
Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), by Registrant, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered herein have been sold or which deregisters all such
securities then remaining unsold,
-2-
<PAGE>
shall be deemed to be incorporated by reference and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Lawrence T. Perera, Esq., a partner at Hemenway & Barnes, is the
trustee of several trusts which in the aggregate own 2,800 shares of the
Common Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's By-Laws ("By-Laws") require the Registrant to indemnify
present or past directors and officers ("Covered Persons") against all
expenses (including reasonable attorneys' fees), judgments, penalties, fines
and amounts paid in settlements incurred in connection with prosecuting,
defending, preparing to prosecute and defend, investigating or being or
preparing to be a witness, in any actual or threatened action, suit,
arbitration, alternative dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal,
administrative or investigative. The Registrant may, as authorized from time
to time by the Board of Directors, indemnify any employee or agent of the
Registrant to the fullest extent of the provisions of the By-Laws with respect
to Covered Persons.
No person may be indemnified with respect to any matter as to which he or
she has been adjudicated not to have acted in good faith and in a manner he or
she reasonably believed to be in the best interest of the Registrant. With
respect to any proceeding, other than one by or in the right of the
Registrant, each Covered
-3-
<PAGE>
Person shall be indemnified if such person acted in good faith and in a manner
such person reasonably believed to be in the best interest of the Registrant
or, with respect to any criminal proceeding, had no reasonable cause to
believe such person's conduct was unlawful. With respect to proceedings
brought by or in the right of the Registrant, a Covered Person shall be
indemnified if such person acted in good faith, and in a manner such person
believed to be in the best interest of the Registrant; provided, however, no
indemnification shall be made with respect to any claim, issue or matter as to
which such Covered Person shall have been adjudged liable to the Registrant if
applicable law prohibits such indemnification; and provided further, that if
applicable law permits, indemnification shall nevertheless be made by the
Registrant in such event only if the court which is considering the matter
shall so determine.
If a Covered Person is successful on the merits or otherwise in any
proceeding, such Covered Person shall be indemnified to the maximum extent
permitted by law. If such Covered Person is not wholly successful in such
proceeding, but is successful on the merits or otherwise as to one or more,
but less than all claims, issues or matters, the Registrant shall indemnify
such Covered Person to the maximum extent permitted by law with respect to
each successfully resolved claim, issue or matter.
If a Covered Person is a witness in any proceeding, such person shall
be indemnified against all reasonable expenses actually incurred by such
Covered Person in connection therewith.
-4-
<PAGE>
The determination as to a Covered Person's right to indemnification
shall be made by (a) the disinterested directors, (b) independent legal
counsel, or (c) the stockholders.
The Registrant is required to advance all reasonable expenses incurred
by a Covered Person in connection with any proceeding upon written request of
the Covered Person, which request must be accompanied by an undertaking by the
Covered Person to repay any expenses if it is ultimately determined that such
Covered Person is not entitled to be indemnified against such expenses.
The right to indemnification and to receive advancement of expenses
set forth in the By-Laws is not exclusive of any rights to which a Covered
Person may be entitled under applicable law, the Articles of Organization, as
amended, any agreement, vote of stockholders or resolution of the Board of
Directors or otherwise.
The Registrant is required to indemnify Covered Persons pursuant to
the By-Laws to the fullest extent permitted under current applicable law
and to such greater extent as applicable law may hereafter permit.
The Registrant also has entered into Indemnification Agreements (the
"Indemnification Agreements") with each of its directors, and may from time
to time enter into similar agreements with executive officers who are not
directors.
Pursuant to the Indemnification Agreements, the Registrant has agreed to
indemnify each director if he is a party to or is threatened to be made a
party to or is otherwise involved in any proceeding against all losses and
expenses incurred by him in connection with the defense or settlement of the
proceedings. In
-5-
<PAGE>
general, the term "proceeding" includes any threatened, pending or completed
action, suit or proceeding, whether brought in the right of the Registrant or
otherwise and whether civil, criminal, administrative or investigative, in
which a director may be involved as a party, witness or otherwise by reason of
his having been a director of the Registrant. The terms "losses" and
"expenses" include amounts which the director pays as a result of the claim
made against him in any proceeding including damages, judgements, liabilities,
fines, penalties and sums paid in settlement of a claim, and expenses of
investigations or judicial or administrative proceedings or appeals,
attorneys' and accounting fees and disbursements, taxes, expenses of being a
witness in a proceeding, and any expenses of establishing a right to
indemnification under the Indemnification Agreements.
A director shall not be entitled to indemnification if a court finds,
in a final adjudication from which there is no further right of appeal, that
the director did not act in good faith and in the reasonable belief that his
conduct was in the best interest of the Registrant or, with respect to any
criminal proceeding, the director had reasonable cause to believe his conduct
was unlawful. In addition, the Registrant shall not be required to indemnify a
director in connection with any proceeding (a) to the extent payment is made
to the director for losses and expenses under an insurance policy, (b) based
upon the director receiving an improper personal benefit to which he was not
legally entitled, (c) for an accounting of profit made from the director's
purchase or sale of the Registrant's securities in violation of Section 16(b)
of the
-6-
<PAGE>
Exchange Act, or (d) based upon a finding by a court in a final
adjudication from which there is no further right of appeal that such
indemnification is unlawful.
To the extent that a director has been successful on the merits or
otherwise in defense of any proceeding or in defense of any claim, issue or
matter therein, including the dismissal of an action without prejudice, the
director shall be indemnified against all expenses incurred in connection
therewith. A director is entitled to advancement of expenses incurred in any
proceeding provided that the director undertakes to repay such amounts to the
Registrant if it shall ultimately be determined by a court in a final
adjudication from which there is no further right of appeal that the director
was not entitled to indemnification of such expenses.
Indemnification under the Indemnification Agreements is not exclusive
and does not affect any other rights to which directors may be entitled under
the Registrant's Articles of Organization, as amended, or By-Laws, any other
agreement, any vote of the stockholders or disinterested directors, the laws
of the Commonwealth of Massachusetts or otherwise. Further, indemnification
under the Indemnification Agreements continues as to directors who may have
ceased to be directors.
Massachusetts law permits the indemnification of directors, officers,
employees or other agents of a corporation to the extent specified in : (a)
the articles of organization, (b) the by-laws adopted by the stockholders, or
(c) any vote adopted by the stockholders. Except as the articles of
organization or by-laws otherwise
-7-
<PAGE>
require, indemnification of officers, employees or other agents who are not
directors may be provided to the extent authorized by the directors.
Indemnification may include advancement of expenses incurred in defending a
civil or criminal action or proceedings upon receipt of an undertaking to
repay such payment if the director, officer, employee or other agent shall be
adjudicated not to be entitled to indemnification. No indemnification may be
provided any person with respect to any matter as to which he or she shall
have been adjudicated not to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the corporation.
Massachusetts law also provides a defense to liability for a director,
officer or incorporator of a corporation under the following circumstances. If
a director, officer or incorporator performs his duties as such in good faith
and in a manner he reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances, the fact that the director,
officer or incorporator so performed his duties shall be a complete defense to
certain claims asserted against him by reason of his being or having been a
director, officer or incorporator of the corporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the
registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is
-8-
<PAGE>
against public policy as expressed in the Act and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
5.1 Opinion of Hemenway & Barnes
10.1 1993 Key Employee Incentive
Stock Option Plan
23.1 Consent of Hemenway & Barnes
(contained in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand
24.1 Powers of Attorney
</TABLE>
Item 9. Undertakings.
------------
(a) 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;
(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 subparagraphs (i) and (ii), above, do not
apply if the information
-9-
<PAGE>
required to be included in the post-effective amendment by those subparagraphs
is contained in periodic reports filed by the registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provision, or
otherwise, the Registrant has been advised that in
-10-
<PAGE>
the opinion of the 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 Securities Act and will be governed by the final
adjudication of such issue.
-11-
<PAGE>
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 Peabody, Massachusetts, on April 27, 1994.
ANALOGIC CORPORATION
By: Bernard M. Gordon
-------------------------
Bernard M. Gordon
President and Chairman of
the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, on April 27, 1994.
SIGNATURE CAPACITY
- --------- --------
Bernard M. Gordon Chairman of the Board of Directors,
- --------------------
Bernard M. Gordon President (Principal Executive Officer)
John A. Tarello Director, Vice President,
Treasurer (Principal Financial and
Accounting Officer)*
M. Ross Brown Director, Vice President*
Bruce R. Rusch Director, Vice President*
Bruce W. Steinhauer, M.D. Director*
Edward F. Voboril Director*
Gerald L. Wilson Director*
*By Julian Soshnick April 27, 1994
------------------
Julian Soshnick
Attorney-in-fact
-12-
<PAGE>
Exhibit 5.1
April 28, 1994
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
RE: Registration Statement on Form S-8 Relating to the 1993 Key
Employee Incentive Stock Option Plan of Analogic
Corporation
-----------------------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on
Form S-8 (the "Registration Statement") filed by Analogic Corporation (the
"Company") on April 29, 1994 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to an aggregate of
500,000 shares of Common Stock, $.05 par value, of the Company issuable
pursuant to the Plan (the "Shares").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and sold in accordance with the Plan
and any agreements entered into under the Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Hemenway & Barnes
HEMENWAY & BARNES
<PAGE>
Exhibit 10.1
ANALOGIC CORPORATION
KEY EMPLOYEE INCENTIVE
STOCK OPTION PLAN
DATED JUNE 11, 1993
<PAGE>
ANALOGIC CORPORATION
- -------------------------------------------------------------------------------
KEY EMPLOYEE
INCENTIVE STOCK OPTION PLAN
JUNE 11, 1993
- --------------------------------------------------------------------------------
1. Purpose. The purpose of this Plan (the "Plan") is to further the
-------
growth and development of Analogic Corporation and any subsidiary
corporations, as hereinafter defined (referred to, unless the context
otherwise requires, as the "Company"), by granting to certain officers,
directors, and key employees of the Company and any subsidiary corporations,
as an incentive and encouragement to stock ownership, options to purchase
shares of Common Stock of the Company and thereby obtain a proprietary
interest in the enterprise and a more direct stake in its continuing welfare.
2. Administration. The Plan shall be administered by a Stock Plan
--------------
Committee (the "Committee") appointed by the Board of Directors of the
Company. The Committee shall serve at the pleasure of the Board and shall
consist of the Chairman of the Board and not less than two additional
directors, each of whom shall be ineligible to participate in the Plan and
shall not have received during the one year prior to service as a member of
the Committee a discretionary grant or award of equity securities pursuant to
the Plan or any other plan of the Company or any of its affiliates. The
Committee may, from time to time, interpret the Plan and options granted
pursuant thereto, and may make, and amend, such regulations concerning the
same as it may deem appropriate.
<PAGE>
3. Grant of Options. The Committee may grant options within the
----------------
limits of the Plan only in accordance with the recommendations of the
Committee with respect to the identity of the employees to receive options,
the times when they shall receive them (subject to the limits hereinafter set
forth), the number of shares to be subject to each option, the dates upon
which options granted may be exercised, and other terms of the options to be
granted (which terms need not be identical) to the extent not inconsistent
with the provisions of Section 422 of the Internal Revenue Code (the "Code")
and the Plan. Options for the purchase of no more than 20,000 shares may be
granted to any one Participant cumulatively under the Plan.
Notwithstanding any provision hereof to the contrary, the
aggregate fair market value of stock with respect to which incentive stock
options (determined without regard to Section 422(d) of the Code) are
exercisable for the first time by any Participant during any calendar year
shall not exceed $100,000. For purposes of the preceding sentence, the fair
market value of any stock shall be determined as of the time the option with
respect to such stock is granted; and application of said $100,000 limitation
shall be made taking options into account in the order in which they were
granted.
4. Shares Subject to the Plan. The shares to be optioned may be
--------------------------
authorized and unissued shares of Common Stock of the Company, of the par
value of $.05 each, or treasury shares, as the Committee may determine, not
exceeding in the aggregate 500,000 shares of Common Stock; provided however,
that no options may be
-2-
<PAGE>
granted under the Plan if the aggregate number of shares subject to (i)
options then outstanding under the Plan, (ii) other options granted by the
Company and then outstanding, and (iii) the options proposed to be granted
under the Plan, would exceed an amount equal to 10% of the then issued and
outstanding shares of Common Stock of the Company (excluding treasury shares).
All shares subject to options that shall have terminated for any reason (other
than by surrender for cancellation upon any exercise of all or part of such
options) will be available for subsequent optioning.
5. Participants. All officers, directors, and key employees of
------------
the Company and its wholly-owned subsidiary corporations other than the
Chairman of the Board and the Vice-Chairman of the Board shall be eligible to
receive options and thereby become Participants in the Plan. No officer or
director who is not also a key employee shall be eligible to participate, nor
shall any person owning 10% or more of the Common Stock be eligible. In
granting options, the Committee may include or exclude previous Participants
in the Plan and/or in any of the Company's other stock option plans.
6. Option Price. The price at which shares may from time to
------------
time be optioned shall be not less than the fair market value at the time the
option is granted. The fair market value shall be determined in good faith by
the Committee at each time that such options are granted by it.
7. Option Period. Subject to Section 15, the period for exercising an
-------------
option (the "Exercise Period") shall be the period
-3-
<PAGE>
beginning three years and ending eight years from the date the option is
granted, except that:
(a) If an option shall have been granted in connection with the
termination of a previously granted option under the Plan, the
Exercise Period of such subsequently granted option shall be the
period beginning the day after the expiration of the option period
applicable to the said previously granted option and ending eight
years from the date such subsequently granted option is granted.
(b) If a replacement option is granted to a previous Participant
under the Plan, unless otherwise determined by the Committee at
the time of grant, the Exercise Period shall commence three years
after the date of the grant being replaced under the Plan.
(c) If a Participant retires during the Exercise Period, such option
shall be exercisable by him only during the three months
following his retirement, but in no event after the expiration of
the Exercise Period.
(d) If a Participant dies during the Exercise Period, such option
shall be exercisable by the executors, administrators, legatees or
distributees of his estate only during the six months following the
appointment of a fiduciary of his or her estate, but in no event
after the expiration of the Exercise Period.
(e) If a Participant ceases to be an employee of the Company for any
cause other than retirement or death, such option shall terminate
as of the date of the cessation of his employment.
(f) The Committee may at the time of grant of any option designate a
different Exercise Period for such option.
8. Exercise of Option. Subject to Sections 7, 14 and 15, options
------------------
granted under the Plan may be exercised at any time and from time to time
during the Exercise Period except that each option granted under the Plan
may be exercised:
during the fourth year from the date of that grant under the Plan
only to the extent of 25% of the total number of option shares
granted to the Participant under that grant;
during the fifth year from the date of that grant under the Plan
only to the extent of 50% of the total number of
-4-
<PAGE>
option shares granted to the Participant under that grant;
during the sixth year from the date of that grant under the Plan
only to the extent of 75% of the total number of option shares
granted to the Participant under that grant; and
during the seventh and subsequent years from the date of that
grant under the Plan, the Participant may exercise all
unexercised options granted under that grant.
Notwithstanding the foregoing provisions of this Section 8, the Committee may
at the time of grant of any option designate a different schedule upon which
such option shall become exercisable and may at any time determine that one or
more then outstanding options shall become exercisable (in whole or in such
part as may be specified in the Committee vote) more quickly than such
option(s) would become exercisable under the schedule otherwise applicable
thereto.
The foregoing exercise schedule is subject always to the
provisions of Section 11 of the Plan and to the condition that any unexercised
option shall expire eight years from the date of grant of that option.
If one of the events referred to in Section 7(c) or 7(d) occurs,
the option shall be exercisable, subject to Section 15, under this Section
during the three months following retirement, or during the six month period
following the appointment of a fiduciary of the estate of a deceased employee,
as the case may be, only as to the number of shares, if any, as to which it
was exercisable immediately prior to said retirement or death.
9. Payment for Shares. Full payment for shares purchased, together
------------------
with the amount of any tax or excise due in respect of the
-5-
<PAGE>
sale and issue thereof, shall be made (i) in cash (ii) by delivering shares of
stock, or (iii) by any combination of cash and such stock, as the Participant
may determine at the time of the exercise of the option in whole or in part.
The Company will issue no certificates for shares until full payment therefor
has been made, and a Participant shall have none of the rights of a
stockholder until certificates for the shares purchased are issued to him.
10. Nonassignability. Each option by its terms shall not be
----------------
transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during a Participant's lifetime,
only by him.
11. Conditions to Exercise of Options. The Committee may, in its
---------------------------------
discretion, require as conditions to the exercise of options and the issuance
of shares thereunder (a) that a registration statement under the Securities
Act of 1933, as amended, with respect to the shares to be issued on the
exercise of the options, containing such current information as is required by
the Rules and Regulations under said Act, shall have become, and continue to
be, effective, or (b) that the Participant (i) shall have represented,
warranted and agreed, in form and substance satisfactory to the Company, both
that he is acquiring the option and, at the time of exercising the option,
that he is acquiring the shares for his own account, for investment or not
with a view to or in connection with any distribution, (ii) shall have agreed
to restrictions on transfer, in form and substance satisfactory to the
Company, and (iii) shall have agreed to an endorsement which makes appropriate
-6-
<PAGE>
reference to such representations, warranties, agreements and restrictions
both on the option and on the certificate representing the shares.
12. Conditions to Effectiveness of the Plan. The Plan was adopted by
---------------------------------------
the Board of Directors on June 11, 1993. However, any option granted shall not
be exercisable unless and until the Plan shall have been duly approved by the
stockholders of the Company. No option shall be granted or exercised if the
grant of the option, or the exercise and the issuance of shares pursuant
thereto, would be contrary to law or the regulations of any duly constituted
authority having jurisdiction.
13. Alteration, Termination, Discontinuance, Suspension of Amendment.
----------------------------------------------------------------
The Plan shall terminate on June 10, 2003 and no options shall be granted
under the Plan after such date. The Board may alter, terminate, discontinue,
suspend or amend the Plan. Neither the Board nor the Committee may, however,
increase the maximum number of shares in the aggregate that may be offered for
sale under options or change the manner of determining the option price or,
without the consent of the Participant, alter or impair any option previously
granted to him under the Plan, except as provided in Section 15. In no way
shall the termination of the Plan impair or alter the rights of the
Participant to exercise options granted under the Plan or alter the rights of
the Committee under Section 8 of the Plan. The Committee may issue new options
in exchange for outstanding options.
14. Effect of Changes in Common Stock. If by reason of
---------------------------------
recapitalization, reclassification, stock split-up, combination of
-7-
<PAGE>
shares, separation (including a spin-off) or dividend on the stock of the
Company payable in stock, the outstanding shares of stock of the Company are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company, the Committee shall
conclusively determine the appropriate adjustment in the exercise prices of
outstanding options and in the number and kind of shares as to which
outstanding options shall be exercisable, and the total number of shares of
stock of the Company in which options may be granted under this Plan shall be
appropriately adjusted by the Committee.
15. Reorganization. If the Company is a party to any merger or
--------------
consolidations, any purchase or acquisition of property or stock, or any
separation, reorganization or liquidation, the Committee (or, if the Company
is not the surviving corporation, the Board of Directors of the surviving
corporation) shall have the power to make arrangements, which shall be binding
upon the holders of unexpired options, for the substitution of new options
for, or the assumption by another corporation of, any unexpired options then
outstanding hereunder, and the total number of shares of stock in which
options may be granted under this Plan shall be appropriately adjusted by the
Committee.
16. Securities Laws. With respect to persons subject to Section 16
---------------
of the Securities Exchange Act of 1934 ("1934 Act"), transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the 1934 Act. To the extent any provision of the Plan or
action by the Committee or the Board of Directors fails to so comply, it shall
be
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<PAGE>
deemed null and void, to the extent permitted by law and deemed advisable
by the Committee.
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<PAGE>
Exhibit 23.2
Consent of Independent Accountants
----------------------------------
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated September 24, 1993, on our audits
of the consolidated financial statements and financial statement schedules
of Analogic Corporation and subsidiaries.
Coopers & Lybrand
COOPERS & LYBRAND
Boston, Massachusetts
April 21, 1994
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<PAGE>
Exhibit 24.1
DIRECTORS AND OFFICERS OF
ANALOGIC CORPORATION
REGISTRATION STATEMENTS ON FORM S-8
POWER OF ATTORNEY
The undersigned directors and officers of Analogic Corporation, a
Massachusetts corporation (the "Corporation"), hereby constitute and appoint
Bernard M. Gordon, John A. Tarello and Julian Soshnick, and each of them, with
full power of substitution and resubstitution, as attorneys or attorney of the
undersigned, to execute and file under the Securities Act of 1933 one or more
Registration Statements on Form S-8 with respect to the registration and sale
of up to 500,000 shares of Common Stock, $.05 par value (the "Common Stock"),
of the Corporation under the Corporation's 1993 Key Employee Incentive Stock
Option Plan, and any and all amendments and exhibits thereto, including pre-
and post-effective amendments, and any and all applications or other documents
to be filed with the Securities and Exchange Commission or any state
securities commission or other governmental entity pertaining to such
registration and sale, with full power and authority to do and perform any and
all acts and things whatsoever necessary, appropriate or desirable to be done
in the premises, all in the name, place and stead of said directors and
officers, hereby ratifying and approving the acts of said attorneys and any of
them and any such substitute.
EXECUTED as of this 21 day of April, 1994.
Bernard M. Gordon John A. Tarello
- --------------------------- --------------------------
Bernard M. Gordon, President John A. Tarello, Vice
and Chairman of the Board of President, Treasurer and
Directors Director
M. Ross Brown Edward F. Voboril
- --------------------------- --------------------------
M. Ross Brown, Edward F. Voboril, Director
Vice President and Director
Gerald L. Wilson Bruce R. Rusch
- --------------------------- --------------------------
Gerald L. Wilson, Director Bruce R. Rusch, Vice
President and Director
Bruce W. Steinhauer
- ---------------------------
Bruce W. Steinhauer, M.D.,
Director
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