<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1999
REGISTRATION NO. 333-________
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
SUNRISE MEDICAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3836867
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
--------------------------------
2382 FARADAY AVENUE, SUITE 200
CARLSBAD, CALIFORNIA 92008
(Address of Principal Executive Offices including Zip Code)
--------------------------------
2ND AMENDED AND RESTATED 1993 STOCK OPTION PLAN
OF SUNRISE MEDICAL INC.
(FULL TITLE OF THE PLAN)
--------------------------------
STEVEN A. JAYE COPY TO:
SENIOR VICE PRESIDENT, SECRETARY REGINA M. SCHLATTER
AND GENERAL COUNSEL LATHAM & WATKINS
SUNRISE MEDICAL INC. 650 TOWN CENTER DRIVE, TWENTIETH FLOOR
2382 FARADAY AVENUE, SUITE 200 COSTA MESA, CALIFORNIA 92626
CARLSBAD, CALIFORNIA 92008 (714) 540-1235
(760) 930-1500
--------------------------------
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED (1) PER SHARE (2) OFFERING REGISTRATION
PRICE (2) FEE
<S> <C> <C> <C> <C>
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Common Stock (3) 3,000,000 $9.85 $29,536,297 $8212
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</TABLE>
(1) The 2nd Amended and Restated 1993 Stock Option Plan of Sunrise Medical Inc.
(the "Plan") authorizes the issuance of a maximum of 4,000,000 shares of
common stock, par value $1.00 per share, of the Sunrise Medical Inc. (the
"Company") (the "Common Stock"), of which 3,000,000 shares are being
registered hereunder. Of the 3,000,000 shares being registered hereunder,
1,318,675 shares are subject to presently outstanding options granted under
the Plan and 1,681,325 are available for future grants thereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
"Act"). The Proposed Maximum Offering Price Per Share is based upon (a)
the per share average weighted exercise price ($12.64) of previously
granted options exercisable for 1,318,675 shares, and (b) the average
($7.6563) of the high and low sales price of the Common Stock, as reported
on the New York Stock Exchange on February 5, 1999 (which were $7 3/4 and
$7 9/16, respectively) as to the 1,681,325 shares available for future
grants under the Plan.
(3) Each share of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its Amended and Restated Rights
Agreement, will include one Common Share Purchase Right. Prior to the
occurrence of certain events, the Common Share Purchase Rights will not be
exercisable or evidenced separately from the Common Stock.
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PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
By a Registration Statement on Form S-8 filed with the Commission on
August 15, 1994, Registration File No. 33-82842 (the "Prior Registration
Statement"), the Company previously registered 1,000,000 shares of the Common
Stock of the Company reserved for issuance from time to time in connection
with the Plan. The Plan authorizes the issuance of up to 4,000,000 shares of
Common Stock. Under this Registration Statement, the Company is registering
the additional 3,000,000 shares of Common Stock issuable under the Plan. The
contents of the Prior Registration Statement are incorporated by reference
herein.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended July 3, 1998 (including items incorporated by reference from the
Company's Definitive Proxy Statement for its Annual Meeting of Stockholders
held on November 20, 1998);
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended October 2, 1998;
(c) The description of the Common Stock contained in the Company's
registration statement on Form 8-A filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") including any subsequent amendment or report filed for the
purpose of updating such description; and
(d) The description of the Common Share Purchase Rights contained in
the Company's registration statement on Form 8-A filed with the Commission
on June 29, 1992, as amended by the description contained in the Company's
registration statement on Form 8-A12B/A filed with the Commission on
May 16, 1997.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a
<PAGE>
post-effective amendment which indicates that all securities offered have
been sold or which reregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part of it from the respective dates of filing 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 such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. NAMED EXPERTS AND COUNSEL
The financial statements of the Company as of July 3, 1998 and June 27,
1997, and for each of the years in the three year period ended July 3, 1998
have been incorporated by reference herein in reliance upon the report of
KPMG LLP, independent certified public accountants, incorporated by reference
herein and upon the authority of said firm as experts in accounting and
auditing. To the extent that KPMG LLP audits and reports on financial
statements of the Company issued at future dates, and consents to the use of
their report thereon, such financial statements also will be incorporated by
reference in the registration statement in reliance upon their report and
said authority.
Item 8. EXHIBITS
5.1 Opinion of Latham & Watkins.
23.1 Consent of KPMG LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page to this
Registration Statement).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 City of Carlsbad, State of California, on this 8th day of
February, 1999.
SUNRISE MEDICAL INC.
By: /s/ R. H. Chandler
---------------------------------------
Richard H. Chandler, Chairman of the
Board, President and Chief Executive
Officer (Principal Executive Officer)
By: /s/ Ted N. Tarbet
---------------------------------------
Ted N. Tarbet, Senior Vice President,
and Chief Financial Officer (Principal
Financial Officer)
By: /s/ John M. Radak
---------------------------------------
John M. Radak, Vice President and
Controller (Principal Accounting
Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Richard H. Chandler and Steven A. Jaye, and
each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as he might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C>
/s/ R. H. Chandler Chairman of the Board, President and Chief 2/8/99
- ----------------------------- Executive Officer (Principal Executive
Richard H. Chandler Officer)
/s/ Ted N. Tarbet Senior Vice President, and Chief Financial 2/8/99
- ----------------------------- Officer (Principal Financial Officer)
Ted N. Tarbet
/s/ John M. Radak Vice President and Controller (Principal 2/8/99
- ----------------------------- Accounting Officer)
John M. Radak
/s/ Lee A. Ault III Director 2/8/99
- -----------------------------
Lee A. Ault III
/s/ Michael N. Hammes Director 2/8/99
- -----------------------------
Michael N. Hammes
- ----------------------------- Director
Murray H. Hutchison
- ----------------------------- Director
William L. Pierpoint
/s/ Joseph Stemler Director 2/8/99
- -----------------------------
Joseph Stemler
/s/ John R. Woodhull Director 2/8/99
- -----------------------------
John R. Woodhull
</TABLE>
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
February 8, 1999
Sunrise Medical Inc.
2382 Faraday Avenue, Suite 200
Carlsbad, California 92008
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request we have examined the Registration Statement on
Form S-8 (the "Registration Statement"), to be filed by you with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of an additional 3,000,000 shares
(the "Shares") of common stock, $1.00 par value, of Sunrise Medical Inc. (the
"Company"), under the 2nd Amended and Restated 1993 Stock Option Plan of
Sunrise Medical Inc. (the "Plan").
We have examined such matters of fact and questions of law as we
have considered appropriate for purposes of rendering the opinions 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 assume no
responsibility as to the application to the subject transaction, or the
effect thereon, of any other laws, of the laws of any other jurisdiction or
as to any matters of municipal law or the laws of any other local agencies
within any other state.
Subject to the foregoing and in reliance thereon, we are of the
opinion that, as of the date hereof, upon the issuance and sale of the
Shares, each in the manner contemplated by the Registration Statement and
each in accordance with the terms of the Plan, and subject to the Company
completing all action and proceedings required on its part to be taken prior
to the issuance of the Shares pursuant to the terms of the Plan and the
Registration Statement, including, without limitation, the collection of
required payment for the Shares, the Shares will be legally and validly
issued, fully paid and nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Latham & Watkins
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sunrise Medical Inc.
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Named Experts and
Counsel" in the prospectus.
/s/ KPMG LLP
San Diego, California
February 5, 1999
