<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 1997
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ANALOGIC CORPORATION
--------------------------------------------------
(Exact Name of Issuer as specified in its charter)
Massachusetts 04-2454372
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
8 Centennial Drive, Peabody, MA 01960
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
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1997 Non-qualified Stock Option Plan for Non-employee Directors
---------------------------------------------------------------
(Full Title of the Plan)
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Bernard M. Gordon
Chairman and CEO
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)
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Copies of all Communications to:
--------------------------------
Julian Soshnick
General Counsel
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
(508) 977-3000
CALCULATION OF REGISTRATION FEES
<TABLE>
<CAPTION>
============================================================================================================================
Type of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered Offering price per Share Aggregate Offering Fee
Price
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05 50,000 shares $37.00(1) $1,850,000.00 $561.00
par value per share
===========================================================================================================================
</TABLE>
- -----------
(1) The price of $37.00 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 November 18, 1997 is set
forth solely for purposes of calculating the filing fee.
<PAGE> 2
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 non-employee director 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 non-employee director 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.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 1997, filed with the Commission pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(b) The description of the Registrant's common stock, par value $.05 per
share (the "Common Stock"), contained in the registration statement on
Form 8-A filed by Registrant with the Commission on December 11, 1972
under Section 12 of the Exchange Act, 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock covered hereby has been passed upon for
the Registrant by Julian Soshnick, Esq., General Counsel and Clerk of the
Registrant. Mr. Soshnick owns shares of Common Stock, both directly and as a
participant in various employee benefit plans. He is not eligible to participate
in the Plan.
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
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<PAGE> 5
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.
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<PAGE> 6
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 general, the term
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<PAGE> 7
"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, judgments, 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
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<PAGE> 8
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
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<PAGE> 9
otherwise 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
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<PAGE> 10
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 Julian Soshnick
10.1 1997 Non-Qualified Stock Option
Plan for Non-Employee Directors
23.1 Consent of Julian Soshnick
(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
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<PAGE> 11
subparagraphs (i) and (ii), above, do not apply if the information 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
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<PAGE> 12
provision, or otherwise, the Registrant has been advised that in 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.
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<PAGE> 13
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 November 21, 1997.
ANALOGIC CORPORATION
By:/s/ Bernard M. Gordon
----------------------
Bernard M. Gordon
CEO 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 November 21, 1997.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
- --------- --------
<S> <C>
/s/ Bernard M. Gordon Chairman of the Board of Directors
- --------------------- and Chief Executive Officer
Bernard M. Gordon
Bruce R. Rusch Director, President*
John A. Tarello Director, Sr. Vice President,
Treasurer (Principal Financial and
Accounting Officer)*
M. Ross Brown Director, Vice President*
Bruce W. Steinhauer, M.D. Director*
Edward F. Voboril Director*
Gerald L. Wilson Director*
*By /s/ Julian Soshnick November 21, 1997
--------------------
Julian Soshnick
Attorney-in-fact
</TABLE>
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<PAGE> 1
Exhibit 5.1 and 23.1
November 21, 1997
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
RE: Registration Statement on Form S-8 Relating to the 1997 Non-
Qualified Stock Option Plan for Non-employee Directors
------------------------------------------------------
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
November 21, 1997 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an aggregate of 50,000 shares of
Common Stock, $.05 par value, of the Company issuable pursuant to the Plan (the
"Shares").
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of this opinion.
Based upon the foregoing, I am 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.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforementioned Registration Statement. In giving this, I do not thereby admit I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Julian Soshnick
Julian Soshnick
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<PAGE> 1
Exhibit 10.1
ANALOGIC CORPORATION
1997 NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
DATED JANUARY 31, 1997
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<PAGE> 2
1. PURPOSE
The purpose of this 1997 Non-Qualified Stock Option Plan for Non-Employee
Directors is to attract and retain the services of experienced and knowledgeable
independent directors of the Corporation for the benefit of the corporation and
its stockholders and to provide additional incentives for such independent
directors to continue to work for the best interests of the Corporation and its
stockholders through continuing ownership of its common stock.
2. DEFINITIONS
As used herein, each of the following terms has the indicated meaning:
"Corporation" means Analogic Corporation.
"Fair Market Value" means high and low sale price quoted on the NASDAQ or
such other national securities exchange on which the shares may be traded on the
date of the granting of the Option.
"Option" means the contractual right to purchase shares upon the specific
terms set forth in this Plan.
"Option Exercise Period" means the period commencing one (1) year after
the date of grant of an Option pursuant to this Plan and ending ten (10) years
from the date of grant.
"1988 Plan" means the Analogic Corporation 1988 Non-Qualified Stock Option
Plan For Non-Employee Directors Dated February 1, 1988.
"Plan" means this Analogic Corporation 1997 Non-Qualified Stock Option
Plan for Non-Employee Directors.
"Shares" means the Common Stock, $.05 par value, of the Corporation.
"Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Corporation if, at the time of grant of the Option, each of
the corporations other than the last in the unbroken chain owns stock
representing fifty (50%) percent or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
3. STOCK SUBJECT TO THE PLAN
The aggregate number of Shares that may be issued and sold under the Plan
shall be 50,000 shares. The Shares to be issued upon exercise of Options granted
under this Plan shall be made available, at the discretion of the Board of
Directors, from (i) treasury shares and Shares reacquired by the Corporation for
such purposes, including Shares purchased in the open market, (ii) authorized
but unissued Shares, and (iii) Shares previously reserved for issuance upon
exercise of Options which have expired or been terminated. If any Option granted
under this Plan shall expire or terminate for
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<PAGE> 3
any reason without having been exercised in full, the unpurchased Shares covered
thereby shall become available for grant under additional Options under the Plan
so long as it shall remain in effect.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"). The Board shall, subject to the provisions of the
Plan, grant options under the Plan and shall have the power to construe the
Plan, to determine all questions as to eligibility, and to adopt and amend such
rules and regulations for the administration of the Plan as it may deem
desirable.
5. ELIGIBILITY; GRANT OF OPTION
Options will be granted only to directors of the Corporation or of a
Subsidiary who are not otherwise employees of the Corporation or any Subsidiary
("Non-Employee Directors"). Each new Non-Employee Director who is elected to the
Board shall be granted an option to acquire 5,000 Shares, effective as of the
date he or she is first elected to the Board; provided, however, that upon such
first election, a new Non-Employee Director shall not receive a grant under both
this Plan and the 1988 Plan. The Board of Directors shall determine under which
of said Plans such grant shall be made. Every four (4) years from the date on
which a Non-Employee Director was last granted a Non-Employee Director option,
whether under this Plan or the 1988 Plan, that Non-Employee Director shall be
granted an option to acquire 5,000 Shares, effective as of the date of that
fourth anniversary.
6. TERMS OF OPTIONS AND LIMITATIONS THEREON
(A) OPTION AGREEMENT. Each Option granted under this Plan shall be
evidenced by an Option agreement between the Corporation and the Option holder
and shall be upon such terms and conditions not inconsistent with this Plan, as
the Board may determine.
(B) PRICE. The price at which any Shares may be purchased pursuant to the
exercise of an Option shall be the Fair Market Value of the Shares on the date
of grant, but in no event shall the price be less than the par value of the
Shares.
(C) EXERCISE OF OPTION. Subject to Paragraphs 4 and 7 of this Plan, each
Option granted under this Plan may be exercised in full at one time or in part
from time to time only during the Option Exercise Period by the giving of
written notice, signed by the person or persons exercising the Option, to the
Corporation stating the numbers of Shares with respect to which the option is
being exercised, accompanied by full payment for such Shares pursuant to Section
7(b) hereof; provided however, if a person to whom an Option has been granted
retires or dies during the Option Exercise Period, such Option shall be
exercisable by him or her or by the executors, administrators, legatees or
distributees of his or her estate during the (i) twelve (12) months following
his or her retirement or death; and, (ii) if a person to whom an Option has been
granted ceases to be a Non-Employee Director of the Corporation for any cause
other than retirement or death, such Option shall be exercisable during the
seven month period following the date such person ceased to be a Non- Employee
Director, but, in any event, only to the extent vested pursuant to Section 7(a)
hereof.
(D) NON-ASSIGNABILITY. No Option or right or interest in an Option shall
be assignable or transferable by the holder, except by will or the laws of
descent and distribution and during the lifetime of the holder, shall be
exercisable only by him or her.
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<PAGE> 4
7. VESTING; PAYMENT
(a) Subject to Paragraphs 4 and 6 of this Plan, Options granted under this
Plan may be exercised during the Option Exercise Period with respect to the
following indicated percentage of the total number of shares of Stock subject to
the Option at the expiration of the following indicated periods from the date of
grant of the Option: 33 1/3% of the number of Shares subject to the Option one
(1) or more years after the date of grant; 66 2/3% of the number of Shares
subject to the Option two (2) or more years after the date of grant; and 100% of
the Shares of Stock subject to the Option three (3) or more years after the date
of grant. However, if one of the events referred to in clauses (i) and (ii) of
Paragraph 6(c) occurs, the Option shall be exercisable during the specified
period following said retirement or death only as to the number of Shares as to
which it was exercisable immediately prior to said retirement or death.
(b) The purchase price of Shares upon exercise of an Option shall be paid
by the Option holder in full upon exercise and may be paid (i) in cash, (ii) by
delivery of Shares, or (iii) any combination of cash and Shares, as the Board
may determine.
(c) No Shares shall be issued or transferred upon exercise of any Option
under this Plan unless and until all legal requirements applicable to the
issuance or transfer of such shares and such other requirements as are
consistent with the Plan have been complied with to the satisfaction of the
Board, including without limitation those requirements described in Paragraph 10
hereof.
8. STOCK ADJUSTMENTS
(a) If the Corporation is a party to any merger or consolidation, any
purchase or acquisition of property or stock, or any separation, reorganization
or liquidation, the Board of Directors (or, if the Corporation 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.
(b) If by reason of recapitalization, reclassification, stock split-up,
combination of shares, separation (including a spin-off) or dividend on the
stock payable in Shares, the outstanding Shares of the Corporation are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Corporation, the Board of Directors 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.
(c) In the event of a transaction of the type described in Paragraphs (a)
and (b) above, the total number of Shares on which Options may be granted under
this Plan shall be appropriately adjusted by the Board of Directors.
9. NO RIGHTS OTHER THAN THOSE EXPRESSLY CREATED
Other than Non-Employee Directors, no person affiliated with the
Corporation or any Subsidiary or any other person shall have any claim or right
to be granted an Option hereunder. Neither this Plan nor any action taken
hereunder shall be construed as (i) giving any Option holder any right to
continue to be affiliated with Corporation, (ii) giving any Option holder any
equity or interest of any kind in any assets of the Corporation, or (iii)
creating a trust of any kind or a fiduciary relationship
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<PAGE> 5
of any kind between the Corporation and any such person. No Option holder shall
have any of the rights of a stockholder with respect to Shares covered by an
Option until such time as the Option has been exercised and Shares have been
issued to such person.
10. MISCELLANEOUS
(A) WITHHOLDING OF TAXES. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of an Option to, or exercise of an Option by, a holder. The
Corporation may require, as a condition to the exercise of an Option, that the
recipient pay the Corporation, at such time as the Board determines, the amount
of any taxes which the Board may determine is required to be withheld.
(B) SECURITIES LAW COMPLIANCE. Upon exercise of an Option, the holder
shall be required to make such representation and furnish such information as
may, in the opinion of counsel for the Corporation, be appropriate to permit the
Corporation to issue or transfer the Shares in compliance with the provisions of
applicable federal or state securities laws. The Corporation, in its discretion,
may postpone the issuance and delivery of Shares upon any exercise of an Option
until completion of such registration or other qualification of such Shares
under any federal or state laws, or stock exchange listing, as the Corporation
may consider appropriate. The Corporation is not obligated to register or
qualify the Shares under federal or state securities laws and may refuse to
issue such Shares if neither registration nor exemption therefrom is practical.
The Board may require that prior to the issuance or transfer of any Shares upon
exercise of an Option, the recipient enter into a written agreement to comply
with any restriction on subsequent disposition that the Board or the Corporation
deems necessary or advisable under any applicable federal and state securities
laws. Certificates representing the Shares issued hereunder may be legended to
reflect such restrictions.
(C) INDEMNITY. The Board of Directors shall not be liable for any act,
omission, interpretation, construction or determination made in good faith in
connection with their responsibilities with respect to the Plan, and the
Corporation hereby agrees to indemnify the members of the Board of Directors, in
respect of any claim, loss, damage, or expense (including counsel fees) arising
from any such act, omission, interpretation, construction or determination to
the fullest extent permitted by law.
12. EFFECTIVE DATE; AMENDMENT; TERMINATION
(a) The effective date of this Plan shall be the date of the approval of
stockholders of the Corporation holding at least a majority of the voting stock
of the Corporation.
(b) The date of grant of any Option granted hereunder shall be the
effective date, as set forth in Paragraph 5 of this Plan.
(c) Except as otherwise provided below, the Board of Directors of the
Corporation may at any time, and from time to time, amend, suspend or terminate
this Plan in whole or in part. However, except as provided herein, no amendment,
suspension or termination of this Plan may affect the rights of any person to
whom an Option has been granted without such person's consent. Paragraphs 5,
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<PAGE> 6
6(a), and 6(b) of this Plan may not be amended more than once every six (6)
months, other than to comply with changes in the Internal Revenue Code.
(d) This Plan shall terminate ten (10) years from its effective date, and
no Option shall be granted under this Plan thereafter, but such termination
shall not affect the validity of Options granted prior to the date of
termination.
Date of Board of Director Adoption: June 12, 1996.
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<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Analogic Corporation on Form S-8 of our report dated September 15,
1997, on our audits of the consolidated financial statements and financial
statement schedule of Analogic Corporation as of July 31, 1997 and 1996, and
for the years ended July 31, 1997, 1996 and 1995, which report is included in
Analogic Corporation Annual Report on Form 10-K.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND, L.L.P.
Boston, Massachusetts
November 20, 1997
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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 50,000 shares of Common Stock, $.05 par value (the "Common Stock"), of the
Corporation under the Corporation's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors, 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 21st day of November, 1997.
<TABLE>
<S> <C>
/s/ Bernard M. Gordon /s/ John A. Tarello
- ---------------------------- ---------------------------
Bernard M. Gordon, CEO John A. Tarello, Sr. Vice
and Chairman of the Board of President, Treasurer and
Directors Director
/s/ M. Ross Brown /s/ Edward F. Voboril
- ---------------------------- ---------------------------
M. Ross Brown, Edward F. Voboril, Director
Vice President and Director
/s/ Gerald L. Wilson /s/ Bruce R. Rusch
- ---------------------------- ---------------------------
Gerald L. Wilson, Director Bruce R. Rusch,
President and Director
/s/ Bruce W. Steinhauer
- ----------------------------
Bruce W. Steinhauer, M.D.,
Director
</TABLE>
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