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As filed with the Securities and Exchange Commission on September 25, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
REHABILICARE INC.
(Exact name of registrant as specified in its charter)
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Minnesota 41-0985318
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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1811 Old Highway 8
New Brighton, MN 55112-3493
(Address, including zip code, of principal executive offices)
REHABILICARE INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
David B. Kaysen
Chief Executive Officer
Rehabilicare Inc.
1811 Old Highway 8
New Brighton, MN 55112-3493
(651) 631-0590
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Thomas O. Martin, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2600
CALCULATION OF REGISTRATION FEE
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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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Common Stock
($.10 par value) 500,000 $ 3.03125 $1,515,625.00 $ 400.00
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
September 21, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 relates to the registration of 500,000 additional shares
of Common Stock to be issued by the Registrant pursuant to its 1998 Stock
Incentive Plan (the "Plan"). The Registrant hereby incorporates by reference the
contents of its previously filed Registration Statement on Form S-8 relating to
the Plan (Commission File No. 333-48155).
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Rehabilicare Inc. (the "Company")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, December 31, 1999 and March 31, 2000, as amended
on Form 10-Q/A filed on June 1, 2000.
(c) The Company's Current Report on Form 8-K filed on August 3, 1999, as
amended on Form 8-K/A filed on September 28, 1999, and the Company's
Current Reports on Form 8-K filed on March 21, 2000 and April 24,
2000.
(d) The description of the Company's capital stock contained in the
Registration Statements filed pursuant to Section 12 of the
Securities and 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 Exchange Act 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. Any statement contained herein
or in a document all or part of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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
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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, 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.
4.1 Restated Articles of Incorporation (Incorporated by reference to the
Company's Form 10-Q for the quarter ended December 31, 1992, File No.
0-9407).
4.2 Articles of Amendment to Articles of Incorporation (Incorporated by
reference to Appendix E to the final prospectus included in Amendment
No. 1 to the Company's Registration Statement on Form S-4 filed
February 2, 1998, File No. 333-44139).
4.3 By-Laws of the Company (Incorporated by reference to the Company's
Form 10-Q for the quarter ended December 31, 1992, File No. 0-9407).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page to this Registration
Statement).
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
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the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities would not exceed
that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefor, 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
Securities 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 the 25th day of
September, 2000.
REHABILICARE INC.
By: /s/ David B. Kaysen
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David B. Kaysen
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
The officers and directors of Rehabilicare Inc., whose signatures
appear below, hereby constitute and appoint David B. Kaysen (with full power 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 attorney shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ David B. Kaysen President, Chief Executive Officer and Director September 25, 2000
----------------------------------------- (principal executive officer)
David B. Kaysen
/s/ W. Glen Winchell Vice President of Finance and Chief Financial Officer September 25, 2000
----------------------------------------- (principal financial and accounting officer)
W. Glen Winchell
/s/ Robert C. Wingrove Chairman, Chief Technical Officer and Director September 25, 2000
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Robert C. Wingrove
/s/ John H. P. Maley Director September 25, 2000
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John H. P. Maley
Director September , 2000
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Richard E. Jahnke
/s/ Frederick H. Ayers Director September 25, 2000
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Frederick H. Ayers
/s/ W. Bayne Gibson Director September 25, 2000
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W. Bayne Gibson
*By: /s/ David B. Kaysen
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David B. Kaysen
Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
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5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page to this Registration Statement).
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