<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 1998
REGISTRATION NO. 333-44911
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
SUNRISE MEDICAL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 8342 95-3836867
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation of Organization) Classification Code Number) Identification Number)
</TABLE>
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)
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
(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
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING FEE (2)(3)
PRICE
- ---------------------------------------------------------------------------------------------------
COMMON STOCK, $1.00 PAR VALUE (3) (4) 4,493,960 $13-31/32 $62,775,004 $18,518.63
- ---------------------------------------------------------------------------------------------------
COMMON STOCK, $1.00 PAR VALUE (3) (4) 506,040 -- -- --
- ---------------------------------------------------------------------------------------------------
</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) THE REGISTRANT PREVIOUSLY PAID $16,808.61 OF THIS FEE. THE BALANCE OF
THE FEE IS BEING PAID CONCURRENTLY HEREWITH.
(3) PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, 506,040 OF THE 5,000,000
SHARES OF COMMON STOCK AND 506,040 OF THE 5,000,000 COMMON SHARE
PURCHASE RIGHTS TO BE REGISTERED HEREUNDER ARE BEING CARRIED FORWARD TO
THIS REGISTRATION STATEMENT FROM REGISTRATION STATEMENT NO. 33-81316.
FEES WERE PREVIOUSLY PAID FOR THE REGISTRATION OF THE 506,040 SHARES OF
COMMON STOCK AND 506,040 COMMON SHARE PURCHASE RIGHTS REGISTERED UNDER
REGISTRATION STATEMENT NO. 33-81316, AND THEREFORE NO FEE IS BEING PAID
HEREUNDER IN CONNECTION WITH SUCH SHARES AND PURCHASE RIGHTS.
(4) EACH SHARE OF COMMON STOCK BEING REGISTERED HEREUNDER, IF ISSUED PRIOR
TO THE TERMINATION BY THE COMPANY OF ITS SHAREHOLDERS' RIGHTS AGREEMENT,
WILL INCLUDE ONE COMMON SHARE PURCHASE RIGHT. 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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
February 23, 1998, the closing sale price of the Common Stock on the NYSE was
$14-15/16 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 FEBRUARY 24, 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 Reports on Form 10-Q for the fiscal
quarters ended September 26, 1997 and December 27, 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
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Basic earnings (loss) per share $ 0.55 $ (2.17) $ 1.06 $ 1.23 $ 1.26
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Weighted average shares outstanding(1) 19,075 18,810 18,289 17,714 14,336
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Diluted earnings (loss) per share $ 0.55 $ (2.17) $ 1.03 $ 1.19 $ 1.21
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Weighted average shares outstanding(2) 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(3) 188,061 207,446 182,029 118,697 32,475
Stockholders' equity(4) $ 279,420 $ 260,554 $ 299,493 $ 259,539 $ 194,723
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
- -----------------------
(1) Weighted average number of shares outstanding for purposes of computing
basic earnings (loss) per share.
(2) Weighted average number of shares outstanding for purposes of computing
diluted earnings (loss) per share.
(3) Excludes current installments of long-term debt.
(4) 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
----------
FEBRUARY 24, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7
<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 (previously filed)
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-1
<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 Amendment No. 1 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Carlsbad, State of California, on February 20, 1998.
SUNRISE MEDICAL INC.
By: /s/ R. H. Chandler
-------------------------------------
Richard H. Chandler, Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities
indicated on February 20, 1998.
Signature Title Dates
/s/ R. H. Chandler Chairman, President and Chief February 20, 1998
- ------------------------- Executive Officer (Principal
Richard H. Chandler Executive Officer)
/s/ Ted N. Tarbet* Senior Vice President and Chief February 20, 1998
- ------------------------- Financial Officer (Principal
Ted N. Tarbet Financial Officer)
/s/ John M. Radak* Vice President and Controller February 20, 1998
- ------------------------- (Principal Accounting Officer)
John M. Radak
/s/ Lee A. Ault III* Director February 20, 1998
- -------------------------
Lee A. Ault III
/s/ Babette Heimbuch* Director February 20, 1998
- -------------------------
Babette Heimbuch
/s/ Murray H. Hutchison* Director February 20, 1998
- -------------------------
Murray H. Hutchison
/s/ William L. Pierpoint* Director February 20, 1998
- -------------------------
William L. Pierpoint
/s/ Joseph Stemler* Director February 20, 1998
- -------------------------
Joseph Stemler
/s/ J.R. Woodhull* Director February 20, 1998
- -------------------------
J. R. Woodhull
*By: /s/ R. H. Chandler
---------------------
Richard H. Chandler
Attorney-in-Fact
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 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 (previously filed)
<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 (Registration No. 333-44911) (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,
/s/ Latham & Watkins
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sunrise Medical Inc.
We consent to the incorporation by reference in the registration statement
(333-44911) on Form S-4 of Sunrise Medical Inc. of our report dated August
13, 1997, related the financial statements of Sunrise Medical Inc., which
report appears in the June 27, 1997 annual report on Form 10-K of Sunrise
Medical Inc. and to the reference to our firm under the heading "Experts" in
the related prospectus.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
February 23, 1998
