<PAGE>
As filed with the Securities and Exchange Commission
on May 17, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LIFELINE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2537528
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
640 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
1991 STOCK OPTION 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)
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 25,000 $14.0625(1) $351,562.50(1) $122.00
$.02 par shares
value
</TABLE>
- --------------------------------------------------------------------------------
(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 13, 1996 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents sent or given to participants in the Registrant's 1991 Stock Option
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
-----------------------------------------------
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 report
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
-------------------------
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel
--------------------------------------
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
---------------
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 liabilities 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
II-2
<PAGE>
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.
II-3
<PAGE>
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
------------
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.
II-4
<PAGE>
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.
II-5
<PAGE>
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 Cambridge, Massachusetts on the 15th day of May, 1996.
LIFELINE SYSTEMS, INC.
By:/s/ Ronald Feinstein
--------------------
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.
II-6
<PAGE>
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 )
- ----------------------- and Chief Financial )
Dennis M. Hurley Officer (Principal )
Financial and Accounting )
Officer) )
)
)
)
)
/s/ Everett N. Baldwin Director )
- ----------------------- )
Everett N. Baldwin )
)
)
/s/ Carolyn C. Roberts Director )
- ----------------------- )
Carolyn C. Roberts )
)
)
)
/s/ Joseph E. Kasputys Director ) May 15, 1996
- ----------------------- )
Joseph E. Kasputys, Ph.D. )
)
)
/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. )
II-7
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C> <C>
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 10
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1) -
23.2 Consent of Coopers & Lybrand L.L.P. 11
24.1 Power of Attorney (included on the signature
page of this Registration Statement) -
</TABLE>
----------------------
(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.
II-8
<PAGE>
Exhibit 5.1
HALE AND DORR
Counsellors at Law
60 State Street
Boston, Massachusetts 02109
May 15, 1996
Lifeline Systems, Inc.
640 Memorial Drive
Cambridge, Massachusetts 02139
Re: 1991 Stock Option 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 25,000 shares (the "Shares") of Common Stock, $.02 par
value per share, of Lifeline Systems, Inc., a Massachusetts corporation (the
"Company"), issuable under the 1991 Stock Option Plan of the Company (the "1991
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, photostatic or facsimile copies, and the authenticity of the
originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance, and the Shares, when issued and paid for in
accordance with the terms of the 1991 Plan and at a price per share at least
equal to the par value per share for such Shares, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
HALE AND DORR
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated February 13, 1996 on our audits of the
consolidated financial statements and financial statement schedule of Lifeline
Systems, Inc.
/S/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 15, 1996
