<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)
1994 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, 300,000 $14.0625(1) $4,218,750.00(1) $1,455.00
$.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>
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-79294, filed by
the Registrant on May 24, 1994 relating to the Registrant's 1994 Stock Option
Plan.
II-1
<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-2
<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-3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description Page
- ------- ----------- ----
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 6
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1) -
23.2 Consent of Coopers & Lybrand L.L.P. 7
24.1 Power of Attorney (included on the signature
page of this Registration Statement) -
- ---------------------
(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-4
<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: 1994 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 300,000 shares (the "Shares") of Common Stock, $.02 par
value per share, of Lifeline Systems, Inc., a Massachusetts corporation (the
"Company"), issuable under the 1994 Stock Option Plan of the Company (the "1994
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 1994 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
