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As filed with the Securities and Exchange Commission on August 29, 1997
File 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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DIAGNOSTIC PRODUCTS CORPORATION
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 95-2802182
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5700 West 96th Street
Los Angeles, California 90045
(Address of principal executive offices)
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1997 STOCK OPTION PLAN
(Full Title of the Plan)
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Julian R. Bockserman, Vice President, Finance
DIAGNOSTIC PRODUCTS CORPORATION
5700 West 96th Street
Los Angeles, California 90045
Telephone (213) 776-0180
(Name, address and telephone number of agent for service)
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Copies of Communications to:
Helen W. Melman, Esq.
1299 Ocean Avenue, Fourth Floor
Santa Monica, California 90401
(310) 458-6900
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 1,000,000 $29.5625(2) $29,562,500 $8,958.33
No par value shares(1)
- --------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable as a result of future
adjustments in accordance with the terms of the 1997 Stock Option Plan
described in the Prospectus.
(2) The offering price is calculated in accordance with Rule 457(h)(l) based on
a purchase price of $29.5625 per share, which represents the average of the
high and low prices of the Common Stock on the New York Stock Exchange on
August 25, 1997.
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PART II
Item 3. Incorporation of Documents by Reference
The following documents which have been filed with the Securities and
Exchange Commission are incorporated by reference as of their respective dates
and are a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A and in any amendment or report filed for the
purpose of amending such description.
Additionally, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment hereto which
indicates that all of the shares of the Common Stock offered hereby have been
sold or which deregisters all such shares then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The California General Corporations Law permits the indemnification of
officers, directors, employees and agents of the Company. The Company's Bylaws
and Indemnification Agreements between the Company and its officers and
directors require the Company to indemnify such persons to the fullest extent
permitted by law. Each person will generally be indemnified in any proceeding if
he acted in good faith and in a manner which he reasonably believed to be in the
best interests of the Company and, in the case of a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Indemnification would
cover expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement. In addition, the Company's Articles of Incorporation provide that
directors shall not be personally liable to the Company or its shareholders for
monetary damages for breach of their fiduciary duty, provided, however, that a
director's liability will not be limited in the case of (i) acts or omissions
that show a reckless disregard for the director's duty to the
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corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing his
duties, of a risk of serious injury to the corporation or its shareholders, (ii)
for acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the corporation or its
shareholders, (iii) any transaction from which the director derived an improper
personal benefit, (iv) acts or omissions that the director believed to be
contrary to the best interests of the corporation or that involved an absence of
good faith or that involved intentional misconduct or a knowing and culpable
violation of law, (v) transactions in which the director has a material
financial interest or involve interrelated directors, and (vi) distributions,
loans or guaranties in violation of California law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1997 Stock Option Plan - Incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996.
5.1 Opinion of Helen W. Melman, Attorney at Law, regarding the
legality of the Common Stock registered hereby.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Helen W. Melman, Attorney at Law - Contained in
Exhibit 5.1.
24.1 Power of Attorney, contained at page 4 hereof.
Item 9. Undertakings
The Company hereby undertakes: (1) to file, during any period in which
offers or sales of the Common Stock 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, as amended (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
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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 that if the information required in clauses (i) and (ii)
above to be included in a post-effective amendment hereto is contained in one or
more periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") no
post-effective amendment hereto shall be required; (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; and (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.
Additionally, the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company 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, 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 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 Company
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 Los Angeles, State of California on August 29, 1997.
DIAGNOSTIC PRODUCTS CORPORATION
By: /S/ Sigi Ziering
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Dr. Sigi Ziering
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature follows
constitutes and appoints JULIAN R. BOCKSERMAN and MICHAEL ZIERING, or either of
them, acting singly, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, and hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes, may
lawfully 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Sigi Ziering Chairman of the Board, August 29, 1997
- ------------------------ Chief Executive Officer
Dr. Sigi Ziering (Principal Executive
Officer)
/S/ Michael Ziering President and Director August 29, 1997
- ------------------------
Michael Ziering
/S/ Marilyn Ziering Vice President, August 29, 1997
- ------------------------ Secretary and Director
Marilyn Ziering
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Sidney A. Aroesty Director August 29, 1997
- ------------------------
Sidney A. Aroesty
/S/ Frederick Frank Director August 29, 1997
- ------------------------
Frederick Frank
/S/ Maxwell H. Salter Director August 29, 1997
- ------------------------
Maxwell H. Salter
/S/ Dr. James D. Watson Director August 29, 1997
- ------------------------
Dr. James D. Watson
/S/ Julian R. Bockserman Vice President - August 29, 1997
- ------------------------ Finance (Principal
Julian R. Bockserman Financial and Accounting
Officer)
</TABLE>
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EXHIBIT INDEX
4.1 1997 Stock Option Plan - Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
5.1 Opinion of Helen W. Melman, Attorney at Law, regarding the legality of
the Common Stock registered hereby.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Helen W. Melman, Attorney at Law - contained in Exhibit 5.1
24.1 Power of Attorney, contained at page 4 of the Registration Statement.
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EXHIBIT 5.1
HELEN W. MELMAN
ATTORNEY AT LAW
1299 OCEAN AVENUE, FOURTH FLOOR
SANTA MONICA, CALIFORNIA 90401
TELEPHONE (310) 458-6900
FACSIMILE (310) 394-4759
August 29, 1997
Diagnostic Products Corporation
5700 West 96th Street
Los Angeles, CA 90045
Re: Registration Statement on Form S-8
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Gentlemen:
Diagnostic Products Corporation, a California corporation (the
"Company"), proposes to issue and sell up to 1,000,000 shares of its Common
Stock, no par value (the "Shares"), upon the exercise of stock options granted
and to be granted from time to time under the Company's 1997 Stock Option Plan
(the "Plan"). The Shares are being registered on a Registration Statement on
Form S-8 under the Securities Act of 1933, as amended (the "Act"), to be filed
with the Securities and Exchange Commission on or about August 29, 1997.
In connection with rendering the opinion hereinafter expressed, I have
examined originals, certified copies or other copies identified to my
satisfaction of the following documents and instruments:
1. Articles of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certain minutes of meetings of the Board Directors and
Shareholders of the Company;
4. The Plan;
5. The Registration Statement, together with the exhibits to be
filed in connection therewith, in the form to be filed with the
Commission; and
6. The documents to be delivered to the holders of stock options
which will constitute the prospectus under Section 10(a) of the
Act.
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HELEN W. MELMAN
ATTORNEY AT LAW
August 29, 1997
Diagnostic Products Corporation
5700 West 96th Street
I have obtained from public officials and from officers of the
Company and examined originals or copies, identified to my satisfaction,
of such other certificates, agreements and other assurances as I
consider necessary for the purpose of rendering the opinion hereinafter
expressed.
I have additionally consulted with officers and representatives
of the Company and have obtained such representations with respect to
matters of fact as I deem necessary or advisable. I have not necessarily
independently verified the content of the factual statements made to me
in connection therewith, nor the veracity of such representations, but I
have no reason to doubt their truth or accuracy.
Based on the foregoing, it is my opinion that the Shares, when
issued, sold and paid for in accordance with the terms of the Plan, will
be duly and validly issued, fully paid and non-assessable.
I hereby consent to this opinion being filed as an exhibit to
the Registration Statement. In giving this consent, I do not admit that
I am in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/S/ HELEN W. MELMAN
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Helen W. Melman
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EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Diagnostic Products Corporation on Form S-8 of our report dated
February 19, 1997, appearing in the Annual Report on Form 10-K of Diagnostic
Products Corporation for the year ended December 31, 1996.
/S/ DELOITTE & TOUCHE LLP
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Los Angeles, California
August 27, 1997
