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As filed with the Securities and Exchange Commission
on May 22, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LIFELINE SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-2537528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
640 Memorial Drive, Cambridge, Massachusetts 02139
(Address of Principal Executive Offices) (Zip Code)
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Ronald Feinstein, President
Lifeline Systems, Inc.
640 Memorial Drive
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 679-1000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common Stock, 200,000 $7.00(1) $1,400,000(1) $483
$.02 par shares
value
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(1) Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the
high and low prices of the Common Stock on the Nasdaq
National Market on May 12, 1995 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in
documents sent or given to participating employees of the
Registrant's 1995 Employee Stock Purchase Plan pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents, which are filed with the
Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed
pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the
latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements
have been filed.
(2) All other reports filed pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual reports or the prospectus referred to
in (1) above.
(3) The description of the common stock of the
Registrant, $.02 par value per share (the "Common Stock"),
contained in a Registration Statement filed under 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, prior to the filing of a post-effective amendment which
indicates that all shares of Common Stock offered hereby have been
sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such
documents.
Item 4. Description of Securities
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Not applicable.
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Item 5. Interests of Named Experts and Counsel
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Norman B. Asher, a senior partner of the law firm of
Hale and Dorr, counsel to the Company, is the Clerk of the
Company.
Item 6. Indemnification
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Article 6 of the Company's Articles of Organization
provides that a director of the Company shall not be personally
liable to either the Company or the Company's stockholders for
monetary damages resulting from a breach of fiduciary duty as a
director, to the fullest extent permitted by Chapter 156B of the
General Laws of Massachusetts (the "Massachusetts Business
Corporation Law"). The Massachusetts Business Corporation Law
prohibits the elimination or limitation of directors' liability
for any of the following:
(a) Breaches of the director's duty of loyalty to the
Company or its stockholders;
(b) Acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law;
(c) Acts covered by Sections 61 or 62 of the
Massachusetts Business Corporation Law (which relate
generally to the liability of directors for authorizing
distributions to stockholders at a time when the Company is
insolvent or bankrupt and the liability of directors for
approving loans to officers or directors of the Company which
are not repaid and which were not approved or ratified by a
majority of disinterested directors or stockholders); and
(d) Transactions from which the director derived an
improper personal benefit.
The Massachusetts Business Corporation Law authorizes
Massachusetts corporations to indemnify directors and officers for
actions taken in good faith and in a manner such person reasonably
believed to be in the best interests of the corporation.
Under Article 5 of the By-Laws of the Company, the
Company will indemnify, to the fullest extent permitted by the
Massachusetts Business Corporation Law, each person who serves or
has served as an officer or director of the Company or in any
capacity with respect to any employee benefit plan of the Company
against all labilities and expenses (including judgments, fines,
penalties, amounts paid in settlement and reasonable attorney's
fees) arising out of the defense or disposition of any threatened
or actual action, suit or proceedings, whether civil or criminal,
in which he may be a defendant or otherwise may be involved by
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reason of his service as a director or officer of the Company or
as a fiduciary of any such employee benefit plan. However, the
Company shall provide no indemnification if the person seeking
indemnification has been adjudicated not to have acted in good
faith in the reasonable belief that his action was in the best
interest of the Company or, if applicable, the best interests of
the participants in or beneficiaries of the Company's employee
benefit plans.
The indemnification provisions of the By-Laws permit the
Company to indemnify directors and officers against claims
resulting from suits against such persons by or in the right of
the Company (hereinafter referred to as "derivative actions"),
provided that such person is determined to have acted in good
faith in the reasonable belief that his action was in the best
interest of the Company. It is possible that a court will
determine that the provision relating to the indemnification for
amounts paid on account of derivative actions is against public
policy and is therefore unenforceable.
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
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 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.
The Company maintains on behalf of its directors and
officers insurance protection against certain liabilities arising
out of the discharge of their duties. The Company also maintains
insurance covering the Company against indemnification payments to
its directors and officers for certain liabilities. However, to
the extent such coverage is inadequate to cover claims against
directors or officers, the Company may be required pursuant to the
By-Laws to reimburse the directors or officers for the uninsured
portion of such claims. In such an event, the Company's
indemnification obligations to its directors and officers could
have a material negative impact on the Company's financial
condition and on stockholder equity.
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Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
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1. The 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; 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 (i) and (ii) do not
-----------------
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 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.
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2. The 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 Section
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 in
the initial bona fide offering thereof.
3. 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
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 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, 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 Cambridge,
Massachusetts on the 17th day of May, 1995.
LIFELINE SYSTEMS, INC.
By:/s/Ronald Feinstein
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Ronald Feinstein,
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lifeline Systems,
Inc. hereby severally constitute Ronald Feinstein, Dennis M. Hurley,
Norman B. Asher and Jeffrey A. Stein, and each of them singly, our
true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our
capacities as officers and directors to enable Lifeline Systems,
Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Ronald Feinstein President, Chief )
------------------- Executive Officer and )
Ronald Feinstein Director (Principal )
Executive Officer) )
)
)
)
/s/Dennis M. Hurley Vice President, Finance, )
------------------- Treasurer and )
Dennis M. Hurley Chief Financial Officer )
(Principal Financial and )
Accounting Officer) )
)
)
)
/s/Everett N. Baldwin Director ) May 17, 1995
--------------------- )
Everett N. Baldwin )
)
/s/Joseph E. Kasputys Director )
------------------------- )
Joseph E. Kasputys, Ph.D. )
)
/s/Carolyn C. Roberts Director )
--------------------- )
Carolyn C. Roberts )
)
/s/L. Dennis Shapiro Director )
-------------------- )
L. Dennis Shapiro )
)
/s/Steven M. Tritman Director )
-------------------- )
Steven M. Tritman )
)
/s/Gordon C. Vineyard Director )
------------------------ )
Gordon C. Vineyard, M.D. )
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Exhibit Index
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Exhibit
Number Description Page
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4.1 (1) Articles of Organization of the Registrant,
as amended
4.2 (2) By-Laws of the Registrant, as amended
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
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(1) Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1, filed May 27, 1983
(Registration No. 2-84060), as amended as set forth in the
Registrant's Proxy Statement filed May 1, 1987 and
incorporated herein by reference.
(2) Incorporated by reference from the Registrant's Form 10-K,
filed April 1, 1991.
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EXHIBIT 5.1
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HALE AND DORR
Counsellors At Law
60 State Street
Boston, Massachusetts 02109
May 17, 1995
Lifeline Systems, Inc.
640 Memorial Drive
Cambridge, Massachusetts 02139
Re: 1995 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to 200,000
shares of Common Stock, $.02 par value per share (the "Shares"),
of Lifeline Systems, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's 1995 Employee Stock
Purchase Plan (the "Plan").
We have examined the Articles of Organization of the Company,
as amended, the By-Laws of the Company, as amended, and originals,
or copies certified to our satisfaction, of all pertinent records
of the meetings of the directors and stockholders of the Company,
the Registration Statement and such other documents relating to
the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed
the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such
latter documents.
Based on the foregoing, we are of the opinion that the
Company has duly authorized for issuance the shares of its Common
Stock covered by the Registration Statement to be issued under the
Plan, as described in the Registration Statement, and such shares,
when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the
Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Lifeline Systems, Inc. on Form S-8 relating to the Lifeline Systems, Inc. 1995
Employee Stock Purchase Plan of our reports dated February 8, 1995 on our audits
of the consolidated financial statements and financial statement schedule of
Lifeline Systems, Inc. as of December 31, 1994 and 1993, and for each of the
three years in the period ended December 31, 1994, which reports are included or
incorporated by reference in the Annual Report on Form 10-K of Lifeline Systems,
Inc. for the year ended December 31, 1994.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 19, 1995
