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As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-_______
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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 Number)
111 Lawrence Street, Framingham, Massachusetts 01702
(Address of Principal Executive Offices) (Zip Code)
2000 EMPLOYEE STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 STOCK INCENTIVE PLAN
(Full Title of the Plans)
RONALD FEINSTEIN
President and Chief Executive Officer
LIFELINE SYSTEMS, INC.
111 Lawrence Street
Framingham, MA 01702-8156
(Name and Address of Agent for Service)
(508) 988-1000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price Fee
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<S> <C> <C> <C> <C>
2000 Employee 150,000 shares $14.63 (2) $ 2,194,500 (2) $ 579.35
Stock Option
Plan
Common Stock,
$.02 par value
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2000 Employee 200,000 shares $12.44 (3) $ 2,488,000 (3) $ 656.83
Stock Purchase
Plan
Common Stock,
$.02 par value
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2000 Stock 1,000,000 shares $14.63 (2) $14,630,000 (2) $3,862.32
Incentive Plan
Common Stock,
$.02 par value
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(1) Shares of Common Stock that are not issued under any terminated employee
benefit plan of the Company will be issuable under the 2000 Stock Incentive
Plan. Pursuant to Rule 416(a), this Registration Statement also covers
additional securities that may be offered as a result of stock splits,
stock dividends or similar transactions relating to the shares covered by
this Registration Statement.
(2) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on July 25, 2000 in accordance with Rules 457(c) and
457(h) under the Securities Act of 1933.
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation is
based upon the average of the high and low prices of the Common Stock on
the Nasdaq National Market on July 25, 2000, multiplied by 85%, which is
the percentage of the trading purchase price applicable to purchases under
the referenced plan.
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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 participants in the Registrant's (i) 2000 Employee Stock Option Plan;
(ii) 2000 Employee Stock Purchase Plan; and (iii) 2000 Stock Incentive 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 Documents by Reference
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed
with the Commission, are incorporated in this Registration Statement by
reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of 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. Any statement contained in a document 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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Jeffrey A. Stein, a senior partner of the law firm of Hale and Dorr LLP,
counsel to the Company, is the Clerk of the Company. The legality of the
Common Stock being offered hereby will be passed for the Registrant by Hale
and Dorr LLP, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers
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. The Massachusetts Business Corporation Law
also provides that directors and officers are entitled to contribution from
other directors who voted for or participated in an action upon which a
successful claim was based if the other directors did not perform their
duties in connection with the matter upon which the claim was based.
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 attorneys fees)
arising out of the defense or disposition of any threatened or actual
action,
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suit or proceedings, whether civil or criminal, in which he may be a
defendant or otherwise may be involved by 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.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings
1. 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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 12 or 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 the 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.
2. The undersigned 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 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 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
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provisions, or otherwise, the Registrant has been advised that in the opinion of
the 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 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 Town of Framingham, Commonwealth of Massachusetts, on this
28th day of July, 2000.
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 of Lifeline Systems, Inc. hereby severally
constitute Ronald Feinstein, L. Dennis Shapiro 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 of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
President, Chief Executive Officer and
/s/ Ronald Feinstein Director (Principal Executive Officer)
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Ronald Feinstein
Senior Vice President, Finance and Chief
/s/ Dennis M. Hurley Financial Officer (Principal Financial
-------------------------------- and Accounting Officer)
Dennis M. Hurley
________________________________ Director
Susan S. Bailis
/s/ Everett N. Baldwin Director
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Everett N. Baldwin
/s/ Joseph E. Kasputys Director
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Joseph E. Kasputys, Ph.D.
/s/ Carolyn C. Roberts Director
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Carolyn C. Roberts
/s/ L. Dennis Shapiro Director, Chairman of the Board
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L. Dennis Shapiro
________________________________ Director
Gordon C. Vineyard, M.D.
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EXHIBIT INDEX
The following designated exhibits, as indicated below, have been filed
herewith, will be filed by amendment or have heretofore been filed with the
Commission under the Securities Act or the Exchange Act and are referred to
and incorporated herein by reference to such filings.
Exhibit
Number Description
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3.1* Articles of Organization of Lifeline Systems, Inc., as amended
3.2* Articles of Amendment of Lifeline Systems, Inc.
3.3* Restated By-Laws of Lifeline Systems, Inc.
4.1* Specimen Stock Certificate
4.2* Shareholder Rights Plan dated July 24, 1998
4.3* Amendment Number 1 to Shareholder Rights Plan dated October 18, 1998
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on page II-6)
____________________________________________
* Incorporated herein by reference
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