<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNRISE MEDICAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 8342 95-3836867
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation of
Organization)
2382 FARADAY AVENUE, SUITE 200
CARLSBAD, CALIFORNIA 92008
(760) 930-1500
(Address, including Zip Code, Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
STEVEN A. JAYE WITH A COPY TO:
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL JEFFREY T. PERO, ESQ.
SUNRISE MEDICAL INC. LATHAM & WATKINS
2382 FARADAY AVENUE, SUITE 200 650 TOWN CENTER DRIVE, TWENTIETH FLOOR
CARLSBAD, CALIFORNIA 92008 COSTA MESA, CALIFORNIA 92626
(760) 930-1500 (714) 540-1235
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
------------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
------------------------------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (1) OFFERING FEE (1)(2)
PRICE (1)
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<S> <C> <C> <C> <C>
COMMON STOCK, $1.00 PAR VALUE (3) 5,000,000 $13-31/32 $69,843,750 $20,603.91
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
PURSUANT TO RULE 457(c) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS THE
AVERAGE ($13-31/32) OF THE HIGH AND LOW SALES PRICE OF THE COMPANY'S COMMON
STOCK ON THE NEW YORK STOCK EXCHANGE ON JANUARY 23, 1998 (WHICH WERE
$14-5/16 AND $13-5/8, RESPECTIVELY).
(2) PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, 506,040 OF THE SHARES OF
COMMON STOCK AND 506,040 OF THE COMMON SHARE PURCHASE RIGHTS TO BE
REGISTERED HEREUNDER ARE BEING CARRIED FORWARD TO THIS REGISTRATION
STATEMENT FROM REGISTRATION STATEMENT NO. 33-81316. A FEE OF $3,795.30 WAS
PREVIOUSLY PAID FOR THE REGISTRATION OF SUCH SHARES AND PURCHASE RIGHTS IN
CONNECTION WITH REGISTRATION STATEMENT NO. 33-81316. THEREFORE, ONLY
$16,808.61 IS INCLUDED HEREWITH.
<PAGE>
(3) THE SHARES OF COMMON STOCK BEING REGISTERED HEREUNDER, IF ISSUED PRIOR TO
THE TERMINATION BY THE COMPANY OF ITS SHAREHOLDERS' RIGHTS AGREEMENT, SHALL
INCLUDE COMMON SHARE PURCHASE RIGHTS. PRIOR TO THE OCCURRENCE OF CERTAIN
EVENTS, THE RIGHTS WILL NOT BE EXERCISABLE OR EVIDENCED SEPARATELY FROM THE
COMMON STOCK.
-------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROSPECTUS INCLUDED IN
THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS WHICH RELATES TO
REGISTRATION STATEMENT NO. 33-81316 PREVIOUSLY FILED BY THE COMPANY ON FORM S-4.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
SUBJECT TO COMPLETION, DATED JANUARY 26, 1998
PROSPECTUS
5,000,000 Shares
SUNRISE MEDICAL INC.
Common Stock
($1.00 par value)
This Prospectus relates to 5,000,000 shares of common stock, par value $1.00
per share (the "Common Stock") of Sunrise Medical Inc., a Delaware corporation
(the "Company"), that may be issued from time to time in connection with future
business combinations, mergers and/or acquisitions. This Prospectus (as
supplemented or amended from time to time) may be used from time to time by
persons (and their transferees) who have received or will receive shares issued
in acquisitions and mergers and who wish to offer and sell such shares in
transactions in which they and any brokers through whom such shares are sold may
be deemed to be underwriters within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"). Such persons will not be entitled to use
this Prospectus for any purposes until they shall have first obtained the
written consent of the Company for such use, which consent may limit the number
of such shares that may be offered and the period of time during which they may
be offered. Sales by all such persons pursuant to this Prospectus may be made
on the New York Stock Exchange (the "NYSE"), in the over-the-counter market or
otherwise at market prices prevailing at the time of sale or at negotiated
prices.
The Common Stock is traded on the NYSE under the symbol "SMD". On
January 23, 1998, the closing sale price of the Common Stock on the NYSE was
$13-5/8 per share.
The shares of Common Stock issued in connection with acquisitions may be
resold by the recipients thereof. See "Securities Covered by this Prospectus"
for information related to resales pursuant to this Prospectus of Common Stock
issued pursuant to this Prospectus.
__________________________________________
THE SECURITIES ISSUABLE PURSUANT TO THIS PROSPECTUS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________________________________
THE DATE OF THIS PROSPECTUS IS JANUARY 26, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") on
Form S-4 under the Securities Act with respect to the shares of Common Stock
covered by this Prospectus. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and exhibits to the Registration Statement. Copies of
the information and the exhibits are on file at the offices of the Commission
and may be obtained, upon payment of the fees prescribed by the Commission, or
may be examined without charge at the offices of the Commission.
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, must file reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company can be copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional
Offices of the Commission located at 7 World Trade Center, New York, New York
10048 and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at its office in
Washington, D.C. The Commission maintains a Web site at http://www.sec.gov that
contains reports, proxy statements and other information regarding registrants
that file electronically with the Commission. The Company's Common Stock is
listed on the NYSE, and reports, proxy statements and other information
concerning the Company may be inspected at the office of the NYSE located at 20
Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
TO THE COMPANY, AT 2382 FARADAY AVENUE, SUITE 200, CARLSBAD, CALIFORNIA 92008,
ATTENTION: STEVEN A. JAYE, SECRETARY. TELEPHONE REQUESTS MAY BE DIRECTED TO
(760) 930-1500. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE DATE ON
WHICH THE FINAL INVESTMENT DECISION MUST BE MADE.
There are incorporated herein by reference information contained in the
following documents heretofore filed by the Company with the Commission:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
June 27, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 26, 1997; and
(c) the description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed with the Commission on June
29, 1992 and the description of the Company's Common Share Purchase Rights
contained in the Company's registration statement on Form 8-A12B/A filed on
May 16, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock covered hereby shall be
deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus or any other subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
2
<PAGE>
documents which are incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates by reference).
THE COMPANY
The Company is a leader in the design and manufacture of medical products
used in two attractive growth markets -- home healthcare and extended care. The
Company's core product lines include custom manual and power wheelchairs and
related seating systems; ambulatory, bathing and lifting products; home
respiratory devices; healthcare beds and furniture; and therapeutic mattresses
and other patient support surfaces.
The Company manufactures its products in the United States, Mexico, the
United Kingdom, Germany, France and Spain and distributes them through
company-owned sales and distribution organizations in those countries as well
as most of the rest of Europe, Canada and Australia. It also distributes
through independent importers/distributors in more than 80 other countries.
International sales accounted for 44% of total company revenues in the fiscal
year ended June 27, 1997.
Sunrise was founded in 1983 to take advantage of the shift of patients from
hospitals to alternate site settings. The Company believes that a number of
factors will contribute to continued worldwide growth in the homecare and
extended care markets, including: (i) the aging of the population;
(ii) greater utilization of lower-cost, alternate-site treatment; (iii) patient
preference for home healthcare; (iv) advances in technology facilitating
improved outpatient care; (v) greater emphasis on integrating the disabled into
the community; and (vi) the increasing popularity of wheelchair sports and
recreational activities among the disabled.
The Company's long-term strategic objective, which it calls its "strategic
intent," is to achieve global market leadership positions in homecare and
extended care products. Sunrise is already one of the largest firms in its
industry internationally and is a leader in most of its U.S. product markets as
measured by industry sales. The Company seeks to achieve global market
leadership through five growth strategies: (i) market focus; (ii) product
superiority; (iii) cost leadership; (iv) global expansion; and (v) strategic
acquisitions.
In recent years government budgetary pressures and the rise of managed care
organizations have dramatically changed the U.S. healthcare marketplace, causing
homecare products to be viewed more generically and putting downward pressure on
prices. Further, home medical equipment providers have been consolidating into
a number of national chains and buying groups, who have used their new
purchasing power to intensify this pressure. As these new industry realities
have emerged, the Company has implemented a re-engineering consolidation
program, which includes the consolidation of four institutional product
divisions into the Continuing Care Group, the merger of five homecare divisions
into the Home Healthcare Group and reorganization of the Company's European
operations.
The Company was incorporated in Delaware in January 1983. The Company's
principal offices in the United States are located at 2382 Faraday Avenue, Suite
200, Carlsbad, California 92008 and its telephone number is (760) 930-1500.
Unless the context otherwise requires, all references herein to the Company
refer to Sunrise Medical Inc. and its consolidated subsidiaries.
3
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial information for the five
fiscal years ended June 27, 1997 should be read in conjunction with, and is
qualified by, the more detailed information and financial statements
available as described under "Available Information" and "Incorporation of
Certain Documents by Reference."
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------------------------------
JUNE 27, JUNE 28, JUNE 30, JULY 1, JULY 2,
1997 1996 1995 1994 1993
-------- --------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
SELECTED CONSOLIDATED RESULTS OF OPERATIONS DATA:
Net sales. . . . . . . . . . . . . . . . . . $656,742 $667,130 $601,927 $466,942 $319,196
Gross profit . . . . . . . . . . . . . . . . 213,681 220,625 205,651 166,947 115,317
Marketing, selling and administrative
expenses . . . . . . . . . . . . . . . . . 144,695 159,109 134,511 102,776 67,269
Research and development expenses. . . . . . 16,506 15,544 13,937 11,029 7,388
Corporate expenses . . . . . . . . . . . . . 12,109 9,998 7,360 5,444 4,439
Amortization of intangibles. . . . . . . . . 8,273 8,686 6,823 5,435 2,374
Unusual Items. . . . . . . . . . . . . . . . -- 65,152 -- -- --
Corporate operating income (loss). . . . . . 32,098 (37,864) 43,020 42,263 33,847
Interest expense . . . . . . . . . . . . . . 14,774 16,687 10,358 6,078 4,252
Income (loss) before taxes . . . . . . . . . 21,027 (52,460) 33,863 36,168 29,696
Net income (loss). . . . . . . . . . . . . . $ 10,569 $(40,867) $ 19,471 $ 21,809 $ 18,090
-------- --------- -------- -------- --------
Net income (loss) per share(1) . . . . . . . $ 0.55 $( 2.17) $ 1.03 $ 1.19 $ 1.21
-------- --------- -------- -------- --------
Weighted average shares outstanding(1) . . . 19,196 18,810 18,819 18,317 14,950
-------- --------- -------- -------- --------
SELECTED CONSOLIDATED BALANCE SHEET DATA:
Working capital. . . . . . . . . . . . . . . $102,231 $104,991 $119,594 $101,479 $ 92,049
Total assets . . . . . . . . . . . . . . . . 610,549 620,416 604,743 471,667 284,031
Long-term debt(2). . . . . . . . . . . . . . 188,061 207,446 182,029 118,697 32,475
Stockholders' equity(3). . . . . . . . . . . $279,420 $260,554 $299,493 $259,539 $194,723
-------- --------- -------- -------- --------
</TABLE>
- -----------------------------
(1) Net income (loss) per share and weighted average number of shares
outstanding for fully diluted computations are not materially different
from primary computations.
(2) Excludes current installments of long-term debt.
(3) The Company did not declare cash dividends for the fiscal years 1993
through 1997.
4
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
The shares of Common Stock covered by this Prospectus consist of
5,000,000 shares which may be issued or delivered from time to time in
connection with future business combinations, acquisitions and/or mergers. The
consideration for such combinations, acquisitions and mergers may consist of
cash, assumption of liabilities, evidences of debt, Common Stock or a
combination thereof. In general, the terms of such combinations, acquisitions
and mergers will be determined by direct negotiations between representatives of
the Company and the owners or principal executives of the companies or other
entities to be so combined, acquired or merged, and the factors taken into
account will include, among other things, the established quality of management,
earning power, cash flow, growth potential, facilities and locations of the
companies or other entities to be acquired or merged, and the market value of
the Common Stock. It is anticipated that the shares of Common Stock issued or
delivered in connection therewith will be valued at a price reasonably related
to the market value of the Common Stock either at the time the terms of the
combination, acquisition or merger are tentatively agreed upon, or at or about
the time or times such shares are issued or delivered.
This Prospectus has been prepared for use by certain persons (and
their transferees, donees and pledgees) who will receive shares of Common Stock
issued in combinations, acquisitions and mergers and who may wish to offer such
stock under circumstances requiring or making desirable the use of this
Prospectus. None of the above described persons (including transferees, donees
and pledgees) will be authorized to use this Prospectus for any given purpose
without first obtaining the prior written consent of the Company. Such consent
may be given subject to certain conditions, such as requiring that the offering
be delayed pending an amendment or supplement to this Prospectus, that the
offering be accomplished in an organized manner through securities dealers or
that the offering be limited as to the number of shares which may be sold within
a specific period of time.
Persons who directly or indirectly control, are controlled by, or are
under common control with, companies or other entities which are acquired by or
merged or combined with the Company may be deemed to be engaged in a
distribution of securities, and therefore underwriters of securities within the
meaning of Section 2(11) of the Securities Act, if such persons offer or sell
any shares of the Common Stock covered by this Prospectus other than in
accordance with the provisions of paragraph (d) of Rule 145 under the Securities
Act. Rule 145(d) provides that such persons will not be deemed to be
underwriters if (a) among other things, (i) the Company has complied with
certain reporting requirements of the Exchange Act, (ii) the amount of such
shares sold falls within certain volume limitations, (iii) such shares are sold
only in brokers' transactions within the meaning of Section 4(4) of the
Securities Act or in a manner otherwise permitted by Rule 144 under the
Securities Act, (iv) such persons do not solicit or arrange for the solicitation
of orders to buy such shares in anticipation of or in connection with the sale
thereof, and (v) such persons do not make any payments in connection with the
offer or sale thereof to any persons other than the brokers executing the orders
to sell such shares; (b) such persons are not affiliates of the Company and have
been the beneficial owners of the Common Stock for at least one year, and the
Company has complied with certain reporting requirements of the Exchange Act; or
(c) such persons are not, and have not been for at least three months,
affiliates of the Company and have been the beneficial owners of the Common
Stock for at least two years.
Persons who do not control, are not controlled by and are not under
common control with companies or other entities which are acquired by or merged
or combined with the Company or its subsidiaries generally will not be deemed to
be engaged in a distribution of securities, and therefore will not be deemed to
be underwriters of securities within the meaning of Section 2(11) of the
Securities Act, if such persons offer or sell shares the Common Stock covered by
this Prospectus other than in accordance with the provisions of paragraph (d) of
Rule 145.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Latham & Watkins, Costa Mesa, California.
5
<PAGE>
EXPERTS
The consolidated financial statements and schedule of the Company as
of June 27, 1997 and June 28, 1996 and for each of the years in the three-year
period ended June 27, 1997, have been incorporated by reference herein and in
the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
6
<PAGE>
No person has been authorized to give any information or make any
representations other than those contained in this Prospectus in connection
with the offering herein contained and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there
has not been any change in the facts set forth in this Prospectus or in the
affairs of the Company since the date hereof.
_____________
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . 3
Selected Financial Information . . . . . . . . . 4
Securities Covered by this Prospectus . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . . 6
5,000,000 SHARES
SUNRISE MEDICAL INC.
COMMON STOCK
($1.00 PAR VALUE)
_____________
PROSPECTUS
_____________
JANUARY 26, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to limit the personal liability of its directors in
accordance with the provisions set forth therein. The Certificate of
Incorporation, as amended, of the Company provides that the personal liability
of its directors shall be limited to the fullest extent permitted by applicable
law.
Section 145 of the Delaware General Corporation Law contains provisions
permitting corporations to indemnify any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, in
accordance with the provisions set forth therein. The Bylaws of the Company
generally provide for indemnification of such persons to the fullest extent
allowed by applicable law.
The inclusion of the above provisions in the Certificate of Incorporation
may have the effect of reducing the likelihood of stockholder derivative suits
against directors and may discourage or deter stockholders or management from
bringing a lawsuit against directors for breach of their duty of care, even
though such an action, if successful, might otherwise have benefited the Company
and its stockholders.
ITEM 21. EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.1 -- Amended and Restated Shareholders' Rights Agreement dated
May 16, 1997. (Incorporated herein by reference to the
Company's Form 8-K dated May 16, 1997.)
5.1 -- Opinion of Latham & Watkins regarding the legality of the
issuance of the Company's Common Stock
23.1 -- Consent of KPMG Peat Marwick LLP
23.2 -- Consent of Latham & Watkins (contained in Exhibit 5.1)
24.1 -- Power of Attorney (contained in the signature page)
ITEM 22. UNDERTAKINGS.
(a) 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 this Registration Statement (or the
most recent post-effective amendment thereof) that, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
II-l
<PAGE>
PROVIDED, HOWEVER, that subparagraphs (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 the periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this 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 herein, 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 that remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby further undertakes that, for the
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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(c) The undersigned Registrant hereby undertakes as follows: (1) that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect
to reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act and is used
in connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the Registration Statement and will not be
used until such amendment is effective, and that, for purposes 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.
(d) 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 provisions under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities 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 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.
(e) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carlsbad, State of
California, on January 26, 1998.
SUNRISE MEDICAL INC.
BY: /s/ TED N. TARBET
----------------------------------------
Ted N. Tarbet, Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Richard H. Chandler and Ted N. Tarbet as attorneys-in-fact and agents, each
acting alone, with full powers of substitution to sign on his behalf,
individually and in the capacities stated below, and to file any and all
amendments, including post-effective amendments, to this registration
statement and other documents in connection therewith, with the Securities
and Exchange Commission, granting to said attorneys-in-fact and agents full
power and authority to perform any other act on behalf of the undersigned
required to be done.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities
indicated on the dates indicated.
SIGNATURE TITLE DATES
- --------- ----- -----
/s/ RICHARD H. CHANDLER Chairman, President and January 26, 1998
- ----------------------- Chief Executive Officer
Richard H. Chandler (Principal Executive Officer)
/s/ TED N. TARBET Senior Vice President and Chief January 26, 1998
- ----------------------- Chief Financial Officer
Ted N. Tarbet (Principal Financial Officer)
/s/ JOHN M. RADAK Vice President and Controller January 26, 1998
- ----------------------- (Principal Accounting Officer)
John M. Radak
/s/ LEE A. AULT III Director January 26, 1998
- -----------------------
Lee A. Ault III
/s/ BABETTE HEIMBUCH Director January 26, 1998
- ------------------------
Babette Heimbuch
/s/ MURRAY H. HUTCHISON Director January 26, 1998
- -------------------------
Murray H. Hutchison
/s/ WILLIAM L. PIERPOINT Director January 26, 1998
- -------------------------
William L. Pierpoint
/s/ JOSEPH STEMLER Director January 26, 1998
- -------------------------
Joseph Stemler
/s/ J.R. WOODHULL Director January 26, 1998
- --------------------------
J. R. Woodhull
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Amended and Restated Shareholders' Rights Agreement dated
May 16, 1997. (Incorporated herein by reference to the
Company's Form 8-K dated May 16, 1997.)
5.1 Opinion of Latham & Watkins regarding the legality of the
issuance of the Common Stock.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Latham & Watkins (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page)
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
January 26, 1998
Sunrise Medical Inc.
2382 Faraday Avenue
Suite 200
Carlsbad, California 92008-7220
Re: Sunrise Medical Inc.
Common Stock, Par Value $1.00
-----------------------------
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Sunrise
Medical Inc., a Delaware corporation (the "Company"), of a registration
statement on Form S-4 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the offer and sale of up to 5,000,000 shares of the Company's Common Stock,
par value $1.00 per share (the "Shares"). We have acted as counsel to the
Company in connection with the preparation of the Registration Statement.
We have examined such matters of fact and question of law as we have
considered appropriate for purposes of rendering the opinion expressed below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.
Based upon the forgoing, we are of the opinion that the Shares have
been duly authorized, and upon issuance, delivery and payment therefor in the
manner contemplated by the Registration Statement and as authorized from time to
time by the Board of Directors of the Company, the Shares will be validly
issued, fully paid and nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" of the prospectuses included therein.
Very truly yours,
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sunrise Medical Inc.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
January 23, 1998
