<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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2382 FARADAY AVENUE, SUITE 200
CARLSBAD, CALIFORNIA 92008
(Address of Principal Executive Offices including Zip Code)
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AMENDED AND RESTATED SENTIENT/SUNRISE
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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STEVEN A. JAYE, ESQ. COPY TO:
SENIOR VICE PRESIDENT, SECRETARY JEFFREY T. PERO, ESQ.
AND GENERAL COUNSEL LATHAM & WATKINS
SUNRISE MEDICAL INC. 505 MONTGOMERY STREET, SUITE 1900
2382 FARADAY AVENUE, SUITE 200 SAN FRANCISCO, CALIFORNIA 94111
CARLSBAD, CALIFORNIA 92008 (415) 391-0600
(760) 930-1500
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(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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<S> <C> <C> <C> <C>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED (1) PER SHARE (2) PRICE (2) FEE
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Common Stock (3) 70,370 $13.55 $953,533 $265
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</TABLE>
(1) The Amended and Restated Sentient/Sunrise Stock Option Plan (the "Plan")
authorizes the issuances of a maximum of 227,000 shares of common stock,
par value $1.00 per share, of Sunrise Medical Inc. (the "Company") (the
"Common Stock"), of which 70,370 shares are being registered hereunder. Of
the 70,370 shares being registered hereunder, 65,000 shares are subject to
presently outstanding options granted under the Plan and 5,370 shares are
available for future grants thereunder.
(2) Estimated solely for the purpose of calculating the registration fee (i)
pursuant to Rule 457(h) on the basis of the weighted average exercise price
per share of outstanding options for 65,000 shares at $14.125 per share and
(ii) pursuant to Rule 457(c) for the remaining 5,370 shares registered
hereunder on the basis of the average ($6.5938) of the reported high
($6.75) and low ($6.4375) prices, for the Common Stock on the New York
Stock Exchange on August 4, 1999.
(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 OPTION 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
April 14, 1998, Registration File No. 333-50047 (the "Prior Registration
Statement"), the Company previously registered 156,630 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 227,000 shares of Common
Stock. Under this Registration Statement, the Company is registering the
additional 70,370 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 Company's Quarterly Report on Form 10-Q for the quarterly
period ended January 1, 1999.
(d) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 2, 1999.
(e) 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
(f) 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 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.
<PAGE>
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 July 30, 1999.
SUNRISE MEDICAL INC.
By: /s/ Richard H. Chandler
------------------------------------
Richard H. Chandler, Chairman of the
Board, President and Chief Executive
Officer (Principal Executive Officer)
By: /s/ Ted N. Tarbet
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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> <C>
/s/ Richard H. Chandler Chairman, President and Chief Executive July 30, 1999
- ------------------------------------- Officer (Principal Executive Officer)
Richard H. Chandler
/s/ Ted N. Tarbet Senior Vice President and Chief Financial
- ------------------------------------- Officer (Principal Financial Officer) July 30, 1999
Ted N. Tarbet
/s/ John M. Radak Vice President and Controller July 30, 1999
- ------------------------------------- (Principal Accounting Officer)
John M. Radak
/s/ Lee A. Ault Director July 30, 1999
- -------------------------------------
Lee A. Ault III
- ------------------------------------- Director
Michael N. Hammes
- ------------------------------------- Director
Murray H. Hutchison
/s/ William L. Pierpoint Director July 30, 1999
- -------------------------------------
William L. Pierpoint
/s/ Joseph Stemler Director July 30, 1999
- -------------------------------------
Joseph Stemler
/s/ John R. Woodhull Director July 30, 1999
- -------------------------------------
John R. Woodhull
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
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).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
July 30, 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 70,370 shares (the "Shares") of common
stock, $1.00 par value, of Sunrise Medical Inc. (the "Company"), under the
Amended and Restated Sentient/Sunrise Stock Option Plan (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 report incorporated herein by reference
and to the reference to our firm under the heading "Named Experts and Counsel"
in the Registration Statement on Form S-8.
/s/ KPMG LLP
San Diego, California
August 2, 1999
