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As filed with the Securities and Exchange Commission on March 18, 1998
Registration No. 333-__________
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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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REHABILICARE INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0985318
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1811 OLD HIGHWAY 8
NEW BRIGHTON, MINNESOTA 55112
(Address of principal executive offices) (Zip Code)
REHABILICARE INC. 1998 STOCK INCENTIVE PLAN;
REHABILICARE INC. 1988 RESTATED STOCK OPTION PLAN;
STAODYN, INC. 1992 STOCK OPTION PLAN, AS AMENDED; AND
STAODYNAMICS, INC. 1982 INCENTIVE STOCK OPTION PLAN, AS AMENDED
(Full title of the plans)
DAVID B. KAYSEN
CHIEF EXECUTIVE OFFICER
REHABILICARE INC.
1811 OLD HIGHWAY 8
NEW BRIGHTON, MINNESOTA 55112
(Name and address of agent for service)
(612) 631-0590
(Telephone number, including area code, of agent for service)
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Copy to:
THOMAS O. MARTIN
DORSEY & WHITNEY LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock ($.10
par value) 1,033,083 shares $3.03125 $3,131,532.84 $925.00
</TABLE>
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(1) Estimated as provided in Rule 457(c) solely for the purpose of
calculating the registration fee. The proposed maximum offering price
is based upon the closing price of the Common Stock quoted on the
Nasdaq National Market for March 13, 1998.
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This Registration Statement relates to the registration of
1,033,083 shares of Common Stock, $.10 par value (the "Common Stock"), of
Rehabilicare Inc. (the "Company") under certain of the Company's employee
benefit plans. Specifically, this Registration Statement registers 400,000
shares of the Company's Common Stock under the Rehabilicare Inc. 1998 Stock
Incentive Plan; 250,000 additional shares of the Company's Common Stock under
the Rehabilicare Inc. 1988 Restated Stock Option Plan (see paragraph below);
327,583 shares of the Company's Common Stock under the Staodyn, Inc. 1992
Stock Option Plan, as amended; and 55,500 shares of the Company's Common
Stock under the Staodynamics, Inc. 1982 Incentive Stock Option Plan, as
amended (collectively, the "Plans"). The Staodyn, Inc. 1992 Stock Option
Plan, as amended, and the Staodynamics, Inc. 1982 Incentive Stock Option
Plan, as amended, and the outstanding options thereunder were assumed by the
Company pursuant to the merger of Staodyn, Inc. with and into a wholly owned
subsidiary of the Company on March 17, 1998.
Pursuant to General Instruction E to Form S-8, this Registration
Statement includes the registration of 250,000 additional shares of the
Company's Common Stock under the Rehabilicare Inc. 1988 Restated Stock Option
Plan (formerly known as the Medical Devices, Inc. 1988 Restated Stock Option
Plan), a stock-based employee benefit plan for which the Company registered
225,000 shares of Common Stock under a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on June 7, 1993
(Registration No. 33-63962), and 345,000 shares of Common Stock under a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on December 13, 1988 (Registration No. 33-26053). The contents of
such Registration Statements, including post-effective amendments thereto,
are incorporated herein by reference.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Rehabilicare Inc.
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-KSB, including any
amendments thereto, for the fiscal year ended June 30, 1997;
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1997 and December 31, 1997; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statements filed pursuant to Section 12 of
the Securities Exchange Act of 1934 and any amendment or report
filed to update such description filed subsequent to the date
hereof and prior to the termination of the offering of the Common
Stock offered hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions if such person (1) has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
II-1
<PAGE>
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
The Company's Bylaws provide for the indemnification of members of the
Board of Directors and the Company's officers for certain liabilities and costs
incurred by them in connection with the performance of their duties, including
the administration of the Plans. This indemnification may include
indemnification for liabilities arising under the Securities Act of 1933.
The Company maintains a directors' and officers' insurance policy.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24.1 Powers of Attorney (included on the signature page to this
Registration Statement)
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date hereof (or the most recent post-
effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth herein; and
(c) To include any material information with respect to the plan
of distribution not previously disclosed herein or any
material change to such information herein;
provided, however, that subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 other
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Brighton, State of Minnesota on this 17th day of
March, 1998.
REHABILICARE INC.
By: /s/ David B. Kaysen
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David B. Kaysen
Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of Rehabilicare Inc., whose signatures
appear below, hereby constitute and appoint David B. Kaysen and W. Glen
Winchell, and each of them (with full power to each of them to act alone),
the true and lawful attorney-in-fact to sign and execute on behalf of the
undersigned, any amendment or amendments to this Registration Statement on
Form S-8 of Rehabilicare Inc., and each of the undersigned does hereby ratify
and confirm all that said attorneys shall do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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By /s/ David B. Kaysen President, Chief Executive Officer March 17, 1998
----------------------- and Director
David B. Kaysen (principal executive officer)
By /s/ W. Glen Winchell Vice President of Finance March 17, 1998
----------------------- (principal financial and
W. Glen Winchell accounting officer)
By /s/ Robert C. Wingrove Chairman and Chief and March 17, 1998
----------------------- Technical Officer
Robert C. Wingrove
By /s/ John H. P. Maley Director March 17, 1998
-----------------------
John H. P. Maley
By /s/ Richard E. Jahnke Director March 17, 1998
-----------------------
Richard E. Jahnke
By /s/ Frederick H. Ayers Director March 17, 1998
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Frederick H. Ayers
By /s/ W. Bayne Gibson Director March 17, 1998
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W. Bayne Gibson
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Exhibit 5.1
March 17, 1998
Rehabilicare Inc.
1811 Old Highway 8
New Brighton, Minnesota 55112
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you intend
to file with the Securities and Exchange Commission pursuant to the Securities
Act of 1933 for the purpose of registering 1,033,083 shares of Common Stock,
$.10 par value, of Rehabilicare Inc., to be issued to employees and directors
(as applicable) pursuant to the Rehabilicare Inc. 1998 Stock Incentive Plan; the
Rehabilicare Inc. 1988 Restated Stock Option Plan; the Staodyn, Inc. 1992 Stock
Option Plan, as amended; and the Staodynamics, Inc. 1982 Incentive Stock Option
Plan, as amended (the "Plans"). We have examined such documents and have
reviewed such questions of law as we have considered necessary and appropriate
for the purposes of this opinion.
We are of the opinion that the shares of Common Stock to be issued to
employees and directors (as applicable) pursuant to the Plans, will, when
issued, be legally issued, fully paid and nonassessable, provided the
Registration Statement, as then amended, shall remain effective under the
Securities Act of 1933.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
TOM
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 8, 1997 appearing in the
Rehabilicare Inc. Annual Report on Form 10-KSB/A1 for the year ended June 30,
1997.
/s/ PRICE WATERHOUSE LLP
Minneapolis, MN
March 17, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated August 9, 1996 included in Rehabilicare
Inc's. Form 10-KSB for the year ended June 30, 1997 into this registration
statement on Form S-8. It should be noted that we have not audited any
financial statements of Rehabilicare Inc. subsequent to June 30, 1996 or
performed any audit procedures subsequent to August 9, 1996, the date of our
report.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, MN
March 18, 1998
