As filed with the Securities and Exchange Commission on March 20, 1998
Registration No. 33-5913
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 (I.R.S. Employer
incorporation or organization) Identification No.)
8 Centennial Drive, Peabody, MA 01960
(Address of principal executive offices) (Zip Code)
Employee Stock Purchase Plan
(Full Title of the Plan)
Bernard M. Gordon
Chairman and CEO
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
(978) 977-3000
(Name, address, including Zip Code, and telephone number, including area
code, of agent for service)
Copies of all communications to:
Julian Soshnick, General Counsel
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
(978) 977-3000
<PAGE>2
CALCULATION OF REGISTRATION FEES
<TABLE>
<CAPTION>
___________________________________________________________________________
Type of Amount 1 Proposed Maximum 2 Proposed Maximum 3 Amount of 1
Securities Registered Offering price Aggregate Registration
to be per Share Offering Price Fee
Registered
___________________________________________________________________________
<S> <C> <C> <C> <C>
Common 700,000 $41.00 $24,555,310.00 $1,941.80
Stock, shares
$.05 par
value
per share
___________________________________________________________________________
</TABLE>
___________
(1) A Registration Statement on form S-8, (Registration No. 33-5913), was
filed on May 22, 1986, whereby 700,000 common shares were registered and a
registration fee was paid. There are 598,910 shares remaining under the
Plan as of July 31, 1997. Because no additional shares are hereby
registered, no fee is required.
(2) The price of $41.00 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 March 19, 1998 is set
forth for information purposes.
(3) The proposed maximum aggregate offering price is calculated by taking
the shares remaining under the Plan as of July 31, 1997, (598,910), times
the proposed maximum offering price per share.
<PAGE>3
PART I
INTRODUCTORY STATEMENT
Analogic Corporation ("Analogic" or the "Registrant") hereby amends its
Registration Statement on Form S-8 (Registration No. 33-5913) (the "Form
S-8") by filing this Post-Effective Amendment No. 1 ("Post-Effective
Amendment No. 1") with respect to the Registrant's Common Stock, par value
$0.05 per share ("Common Stock"), issuable in connection with the
Registrant's Employee Stock Purchase Plan dated January 22, 1986 (the
"Plan"). On October 9, 1997, subject to stockholder approval, the Board of
Directors approved an amendment to the Plan whereby, subject to the Plan's
other limitations, the maximum value of the Common Stock that each eligible
employee can purchase under the Plan in each of the two payment periods per
year was increased from $1,000 to $2,000. Stockholder approval was
thereafter obtained at the annual meeting of stockholders held on January
23, 1998.
The designation of this Post-Effective Amendment No. 1 as Registration
No. 33-5913 denotes that the Post-Effective Amendment No. 1 relates only to
the shares of Common Stock issuable under the Plan and that this is the
first Post-Effective Amendment No. 1 to the Form S-8 filed with respect to
such shares.
<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) Registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 1997;
(b) Registrant's Report on Form 10-Q for the quarters ended October
31, 1997 and January 31, 1998; and
(c) 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.
<PAGE>4
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 Person shall be indemnified if such
<PAGE>5
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.
<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 "proceeding" includes
<PAGE>7
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 Exchange Act,
<PAGE>8
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 require, indemnification of officers,
<PAGE>9
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
<PAGE>10
Exchange Commission such indemnification is 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 Employee Stock Purchase Plan, as amended October 9,
1997
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 subparagraphs (i) and (ii),
<PAGE>11
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 provision, or
<PAGE>11
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.
<PAGE>12
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 this Post-Effective Amendment No.
1 to its Form S-8 Registration Statement and has duly caused this Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Peabody, Massachusetts, on March 20, 1998.
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
Post-Effective Amendment No. 1 to its Form S-8 Registration Statement has
been signed by the following persons, in the capacities indicated, on March
20, 1998.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ Bernard M. Gordon Chairman of the Board of Directors
Bernard M. Gordon and Chief Executive Officer
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 March 20, 1998
Julian Soshnick
Attorney-in-fact
</TABLE>
<PAGE>13
Exhibits 5.1 and 23.1
March 20, 1998
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
RE: Post-Effective Amendment No. 1 to its Form S-8 Registration Statement
relating to Employee Stock Purchase Plan
Ladies and Gentlemen:
Reference is made to the above-captioned Post-Effective Amendment No.
1 Registration Statement on Form S-8 (the "Registration Statement") filed by
Analogic Corporation (the "Company") on March 20, 1998 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
relating to an aggregate of 700,000 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
<PAGE>14
Exhibit 10.1
ANALOGIC CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
DATED JUNE 10, 1986
(AS AMENDED OCTOBER 9, 1997)
1. PURPOSE
The Analogic Corporation Employee Qualified Stock Purchase Plan
(hereinafter the "Plan") is intended to provide a method whereby employees
of Analogic Corporation (the "Company") and participating subsidiaries will
have an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Company's Common Stock. It is the
intention of the Company to have the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1954, as
amended (the "Code"). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent
with the requirements of that Section of the Code.
2. ELIGIBLE EMPLOYEES
All employees of the Company or any of its participating subsidiaries,
with the exception of "highly compensated employees" as that term is
defined in Section 414(q) of the Code, who have completed one (1) year of
employment with the Company or any of its subsidiaries on or before the
first day of the applicable Payment Period (as defined below) shall be
eligible to receive options under this Plan to purchase the Company's
Common Stock (except employees in countries whose laws make participation
impractical). In no event may an employee be granted an option if such
employee, immediately after the option is granted, owns stock possessing
five (5%) percent or more of the total combined voting power or value of
all classes of stock of the Company or of its parent corporation or
subsidiary corporation as the terms "parent corporation" and "subsidiary
corporation" are defined in Section 424(e) and (f) of the Code. For
the purposes of determining stock ownership under this paragraph, the rules
of Section 424(d) of the Code shall apply and stock which the employee may
purchase under outstanding options shall be treated as stock owned by the
employee.
For the purpose of this Plan, the term employee shall not include an
employee whose customary employment is twenty (20) hours or less per week
or is for not more than five (5) months in any calendar year.
<PAGE>15
3. STOCK SUBJECT TO THE PLAN
The stock subject to the options granted hereunder shall be shares of
the Company's authorized but unissued Common Stock, $.05 par value, or
shares of Common Stock reacquired by the Company, including shares
purchased in the open market. The aggregate number of shares which may be
issued pursuant to the Plan is 700,000 subject to increase or decrease by
reason of stock split-ups, reclassifications, stock dividends, changes in
par value and the like.
4. PAYMENT PERIODS AND STOCK OPTIONS
The period commencing on the first day of the next succeeding month
following the approval of the Plan by the Company's stockholders and ending
on either the next June 30 or December 31, whichever occurs earlier, and
thereafter, the six-month periods, January 1 to June 30 and July 1 to
December 31, are Payment Periods during which payroll deductions will be
accumulated under the Plan. Each Payment Period includes only regular pay
days falling within it.
Twice each year, on the first business day of each Payment Period, the
Company will grant to each eligible employee who is then a participant in
the Plan an option to purchase on the last day of such Payment Period at
the Option Price, as hereinafter provided, that number of full shares of
the Common Stock of the Company reserved for the purpose of the Plan as his
accumulated payroll deductions on the last day of such Payment Period will
pay for at such Option Price, but not more than the number of shares equal
in value to $2,000 divided by the Option Price on the first business day of
the Payment Period; provided and on the condition that such employee
remains eligible to participate in the Plan throughout such Payment Period.
The Option Price for each Payment Period shall be the lesser of
(i) eighty-five percent (85%) of the fair market value of
the Company's Common Stock on the first business day
of the Payment Period, or
(ii) eighty-five percent (85%) of the fair market value
of the Company's Common Stock on the last business
day of the Payment Period, in either case rounded up
to avoid fractions other than multiples of 1/8.
In the event of an increase or decrease in the number of outstanding
shares of Common Stock of the Company through stock split-ups,
reclassifications, stock dividends, changes in par value and the like, an
appropriate adjustment shall be made in the number of shares and Option
Price per share provided for under the Plan, either by proportionate
increase in the number of shares and proportionate decrease in the Option
Price per share, or by a proportionate decrease in the number of shares and
a proportionate increase in the Option Price per share, as may be required
to enable an eligible employee who is then a participant in the Plan as to
whom an option is exercised on the last day of any then current Payment
Period to acquire such number of full shares as his accumulated payroll
deductions on such date will pay for at the adjusted Option Price.
<PAGE>16
For purposes of this Plan the term "fair market value" means, if the
Common Stock is listed on a national securities exchange or is on the
Nation Market List of the National Association of Securities Dealers
Automated Quotation ("NASDAQ") system, the closing price of the Common
Stock of the Company on such exchange or as reported on NASDAQ or such
other national securities exchange as shall be designated by the Board of
Directors or, if the Common Stock is traded in the over-the-counter
securities market but not on the National Market List of NASDAQ, the
average bid and asked closing prices of the Common Stock.
For purposes of this Plan the term "business day" as used herein means
a day on which there is trading on the New York Stock Exchange or such
other national securities exchange as shall be designated by the Board of
Directors pursuant to the preceding paragraph.
No employee shall be granted an option which permits his rights to
purchase Common Stock under the Plan and any similar plans of the Company
or any parent or subsidiary corporations to accrue at a rate which exceeds
$25,000 of fair market value of such stock (determined at the time such
option is granted) for each calendar year in which such option is
outstanding at any time. The purpose of the limitation in the preceding
sentence is to comply with and shall be construed in accordance with
Section 423(b)(8) of the Code.
5. EXERCISE OF OPTION
Each eligible employee who continues to be a participant in the Plan
on the last business day of a Payment Period shall be deemed to have
exercised his option on such date and shall be deemed to have purchased
from the Company such number of full shares of Common Stock reserved for
the purpose of the Plan as his accumulated payroll deductions on such date
will pay for at such Option Price. If a participant is not an employee on
the last business day of and throughout a Payment Period, he shall not be
entitled to exercise his option.
6. AUTHORIZATION FOR ENTERING PLAN
An eligible employee may enter the Plan by filing out, signing and
delivering to the Human Resources Department an Authorization:
(a) stating the amount to be deducted regularly from his pay;
(b) authorizing the purchase of stock for him in each Payment
Period in accordance with the terms of the Plan;
(c) specifying the exact name in which Common Stock purchased
for him is to be issued in accordance with Article 11 hereof.
<PAGE>17
Such Authorization must be received by the Human Resources Department
at least ten (10) business days before the beginning date of such next
succeeding Payment Period.
The Company will accumulate and hold for the employee's account the
amounts deducted from his pay. No interest will be paid thereon.
Participating employees may not make any separate cash payments into their
account.
Unless an employee files a new Authorization or withdraws from the
Plan, his deductions and purchases under the Authorization he has on file
under the Plan will continue as long as the Plan remains in effect. An
employee may increase or decrease the amount of his payroll deductions as
of the beginning of the next Payment Period by filling out, signing and
delivering to the Human Resources Department a new Authorization. Such new
Authorization must be received by the Human Resources Department at least
ten (10) business days before the beginning date of such next succeeding
Payment Period.
7. MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS
An employee may authorize payroll deductions in any even dollar amount
up to but not more than the lesser of
(i) ten percent (10%) of his regular base pay, or
(ii) an aggregate of $2,000 in any Payment Period; provided,
however, that the minimum deduction in respect of any
payroll period shall be five dollars ($5.00).
8. UNUSED PAYROLL DEDUCTIONS
Only full shares of Common Stock may be purchased. Any balance
remaining in an employee's account after a purchase will be reported to the
employee and will be carried forward to the next Payment Period. However,
in no event will the amount of the unused payroll deductions carried
forward from a Payroll Period exceed the Option Price per share for the
Payment Period. If for any Payment Period the amount of unused payroll
deductions should exceed the Option Price per share, the amount of the
excess for any participant shall be refunded to such participant, without
interest.
9. CHANGE IN PAYROLL DEDUCTIONS
Deductions may be increased or decreased during a Payment Period. A
new Authorization will be required and must be received by the Human
Resources Department at least ten (10) business days prior to the payroll
period in which such change in deductions will take effect. New
Authorizations received by the Human Resources Department after such date
will take effect in the next succeeding payroll period.
<PAGE>18
10. WITHDRAWAL FROM THE PLAN
An employee may withdraw from the Plan and withdraw all but not less
than all of the payroll deductions credited to his account under the Plan
at any time prior to the last business day of each Payment Period by
delivering a Withdrawal Notice to the Human Resources Department in which
event the Company will promptly refund without interest the entire balance
of such employee's deductions not theretofore used to purchase Common Stock
under the Plan.
An employee who withdraws from the Plan is like an employee who has
never entered the Plan; the employee's rights under the Plan will be
terminated and no further payroll deductions will be made. To re-enter,
such an employee must file a new Authorization at least ten (10) business
days before the beginning date of the next Payment Period which cannot,
however, become effective before the beginning of the next Payment Period
following his withdrawal.
11. ISSUANCE OF STOCK
Certificates for Common Stock issued to participants will be delivered
as soon as practicable after each Payment Period.
Common Stock purchased under the Plan will be issued only in the name
of the employee, or if his Authorization so specifies, in the name of the
employee and another person of legal age as joint tenants with rights of
survivorship.
12. NO TRANSFER OF ASSIGNMENT OF EMPLOYEE'S RIGHTS
An employee's rights under the Plan are his alone and may not be
transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by him.
13. TERMINATION OF EMPLOYEE'S RIGHTS
Except as set forth in the last paragraph of this Article 13, an
employee's rights under the Plan will terminate when he ceases to be an
employee because of retirement, resignation, lay-off, discharge, death,
change of status, failure to remain in the customary employ of the Company
for at least twenty (20) hours per week, or for any other reason. A
Withdrawal Notice will be considered as having been received from the
employee on the day his employment ceases, and all payroll deductions not
used to purchase Common Stock will be refunded.
If an employee's payroll deductions are interrupted by any legal
process, a Withdrawal Notice will be considered as having been received
from him on the day the interruption occurs.
<PAGE>19
Upon termination of the participating employee's employment because of
his death, his beneficiary (as defined in Article 14) shall have the right
to elect, by written notice given to the Company's Human Resources
Department prior to the expiration of the thirty (30) day period commencing
with the date of the death of the employee, either
(i) to withdraw, without interest, all the payroll deductions
credited to the employee's account under the Plan, or
(ii) to exercise the employee's option for the purchase of shares
of Common Stock on the last day of the Payment Period next
following the date of the employee's death for the purchase of
that number of full shares of Common Stock reserved for the
purposes of the Plan which the accumulated payroll deductions
in the employee's account at the date of the employee's death
will purchase at the applicable Option Price, and any excess
in such account (in lieu of fractional shares) will be
returned to said beneficiary. In the event that no such
written notice of election shall be duly received by the Human
Resources Department, the beneficiary shall automatically be
deemed to have elected to withdraw the payroll deductions
credited to the employee's account at the date of the
employee's death and the same will be paid promptly to said
beneficiary, without interest.
14. DESIGNATION OF BENEFICIARY
A participating employee may file a written designation of a
beneficiary who is to receive any Common Stock and/or cash in case of his
death. Such designation of beneficiary may be changed by the employee at
any time by written notice. Upon the death of a participating employee and
upon receipt by the Company of proof of the identity and existence at the
employee's death of a beneficiary validly designated by him under the Plan,
the Company shall deliver such Common Stock and/or cash to such
beneficiary. In the event of death of a participating employee and in the
absence of a beneficiary validly designated under the Plan who is living at
the time of such employee's death, the Company shall deliver such Common
Stock and/or cash to the executor or administrator of the estate of the
employee, or if, to the knowledge of the Company, no such executor or
administrator has been appointed, the Company, in its discretion, may
deliver such Common Stock and/or cash to the spouse or to any one or more
dependents of the employee as the Company may designate. No beneficiary
shall, prior to the death of the employee by whom he has been designated,
acquire any interest in the Common Stock or cash credited to the employee
under the Plan.
15. TERMINATION AND AMENDMENTS TO PLAN
The Plan may be terminated at any time by the Company's Board of
Directors. It will terminate in any case when all of the shares of Common
Stock reserved for the purposes of the Plan have been purchased. If at any
time shares of Common Stock reserved for the purposes of the Plan remain
available for purchase but not in sufficient number to satisfy all then
unfilled purchase requirements, the available shares shall be apportioned
among participating employees, in proportion to their options and the Plan
shall terminate. Upon such termination or any other termination of the
Plan, all payroll deductions not used to purchase Common Stock will be
refunded.
<PAGE>20
The Board of Directors also reserves the right to amend the Plan from
time to time in any respect, provided, however, that no amendment shall be
effective without prior approval of the stockholders, which would
(a) except as provided in Articles 3 and 4, increase the
number of shares of Common Stock to be offered under the
Plan,
(b) change the class of employees eligible to receive
options under the Plan, or
(c) Permit payroll deductions at a rate in excess of the
lesser of
(i) ten percent (10%) of an employee's regular base
pay, or
(ii) an aggregate of $2,000 in any Payment Period.
16. LIMITATIONS OF SALE OF STOCK PURCHASED UNDER THE PLAN
The Plan is intended to provide eligible employees an opportunity to
acquire the Company's Common Stock for investment. The Company does not,
however, intend to restrict or influence any employee with respect to the
resale of the Common Stock purchased under the Plan. An employee may,
therefore, sell Common Stock purchased under the Plan at any time;
provided, however, that because of certain Federal tax requirements, each
employee will agree by entering the Plan, promptly to give the Company
notice of any such Common Stock disposed of within two years after the date
of the last day of the Payment Period during which the Common Stock was
purchased showing the number of such shares disposed. The employee assumes
the risk of any market fluctuations in the price of such Common Stock.
17. COMPANY'S PAYMENT OF EXPENSES RELATED TO PLAN
The Company will bear all costs of administering and carrying out the
Plan.
18. PARTICIPATING SUBSIDIARIES
The term "participating subsidiaries" shall mean any subsidiary of the
Company which is designated by the Board of Directors to participate in the
Plan. The Board of Directors shall have the power to make such designation
before or after the Plan is approved by the stockholders.
<PAGE>21
19. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee appointed by the Board
of Directors of the Company (the "Committee"). The Committee shall consist
of not less than three members of Company's Board of Directors. The Board
of Directors may from time to time remove members from, or add members to,
the Committee. Vacancies on the Committee, howsoever caused, shall be
filled by the Board of Directors. The Committee shall select one of its
members as Chairman, and shall hold meetings at such times and places as it
may determine. Acts by a majority of the Committee, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be
the valid acts of the Committee.
The interpretation and construction by the Committee of any provisions
of the Plan or of any option granted under it shall be final unless
otherwise determined by the Board of Directors. The Committee may from time
to time adopt such rules and regulations for carrying out the Plan as it
may deem best. No member of the Board of Directors or the Committee shall
be liable for any action or determination made in good faith with respect
to the Plan or any option granted under it. No member of the Committee
shall be eligible to participate in the Plan while serving as a member of
the Committee.
20. OPTIONEES NOT STOCKHOLDERS
Neither the granting of an option to an employee nor the deductions
from his pay shall constitute such employee a stockholder of the shares
covered by an option until such shares have been purchased by and issued to
him.
21. Application of Funds
The proceeds received by the Company from the sale of Common Stock
pursuant to options granted under the Plan may be used for any corporate
purposes, and the Company shall not be obligated to segregate participating
employee's payroll deductions.
22. GOVERNMENTAL REGULATION
The Company's obligation to sell and deliver shares of the Company's
Common Stock under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance or sale
of such stock.
In this regard, the Board of Directors may, in its discretion, require
as a condition to the exercise of any option that a Registration Statement
under the Securities Act of 1933, as amended, with respect to the shares of
Common Stock reserved for issuance upon exercise of the option shall be
effective.
<PAGE>22
23. TRANSFERABILITY
Neither payroll deductions credited to an employee's account nor any
rights with regard to the exercise of an option or to receive stock under
the Plan may be assigned, transferred, pledged, or otherwise disposed of in
any way by the employee. Any such attempted assignment, transfer, pledge,
or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds in accordance with Article
10.
24. EFFECT OF CHANGES OF COMMON STOCK
If the Company should subdivide or reclassify the Common Stock which
has been or may be optioned under the Plan, or should declare thereon any
dividend payable in shares of such Common Stock, or should take any other
action of a similar nature affecting such Common Stock, then the number and
class of shares of Common Stock which may thereafter be optioned (in the
aggregate and to any individual participating employee) shall be adjusted
accordingly.
25. MERGER OR CONSOLIDATION
If the Company should at any time merge into or consolidate with
another corporation, the Board of Directors may, at its election, either
(i) terminate the Plan and refund without interest the
entire balance of each participating employee's payroll
deductions, or
(ii) entitle each participating employee to receive on the
last day of the Payment Period upon the exercise of
such option for each share of Common Stock as to which
such option shall be exercised the securities or
property to which a holder of one share of the Common
Stock was entitled upon and at the time of such merger
or consolidation, and the Board of Directors shall take
such steps in connection with such merger or
consolidation as the Board of Directors shall deem
necessary to assure that the provisions of this Article
25 shall thereafter be applicable, as nearly as
reasonably possible.
A sale of all or substantially all of the assets of the Company shall
be deemed a merger or consolidation for the foregoing purposes.
26. WITHHOLDING OF ADDITIONAL FEDERAL INCOME TAX
The Company, in accordance with Section 3402(a) of the Code, and the
Regulations and Rulings promulgated thereunder, will withhold from the
wages of participating employees, in all payroll periods following and in
the same calendar year as the date on which compensation is deemed received
by the employee, additional income taxes in respect of the amount that is
considered compensation includable in the employee's gross income.
<PAGE>23
27. APPROVAL OF STOCKHOLDERS
The Plan shall not take effect until approved by the holders of a
majority of the outstanding shares of Common Stock of the Company, which
approval must occur within the period beginning twelve (12) months before
and ending twelve (12) months after the date the Plan is adopted by the
Board of Directors. The Plan was adopted by the Board of Directors on
November 4, 1985 and amended on January 21, 1986. The Plan was approved by
the stockholders on January 22, 1986.
<PAGE>24
EXHIBIT 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement
of Analogic Corporation on the Post-Effective Amendment No. 1 to Form S-8
(File Nos. 33-5913) of our report dated September 15, 1997 on our audits of
the consolidated financial statements and financial statement schedule of
Analogic Corporation at July 31, 1997 and 1996, and for the years ended
July 31, 1997, 1996, and 1995, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND, L.L.P.
Boston, Massachusetts
March 19, 1998
<PAGE>25
Exhibit 24.1
DIRECTORS AND OFFICERS OF
ANALOGIC CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
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 700,000 shares of Common Stock, $.05 par
value (the "Common Stock"), of the Corporation under the Corporation's
Employee Stock purchase 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 18th day of March, 1998.
<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>
