As filed with the Securities and Exchange Commission on
December 24, 1996.
Registration No.:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
BALLARD MEDICAL PRODUCTS
(Exact name of registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation or
organization)
87-0340144
(IRS Employer Identification Number)
12050 LONE PEAK PARKWAY
DRAPER, UTAH 84020
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
DALE H. BALLARD, President and Chief Executive Officer
BALLARD MEDICAL PRODUCTS
12050 Lone Peak Parkway
Draper, Utah 84020
(801) 572-6800
(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:
December 30, 1996
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities
Act, please 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(c) 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 delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of
each class Proposed Proposed
of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered unit (1) price fee
Common
Stock, $0.10
par value 238,727 $18.4375 $4,401,529 $1,333.80
(1) Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low
prices of the Registrant's Common Stock quoted by the New York
Stock Exchange at December 17, 1996. Actual sales prices will be
based upon the market.
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 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Total Number of Pages - 15
Index to Exhibits Appears on Page - 12
BALLARD MEDICAL PRODUCTS
Cross-Reference Sheet
Between Items of Form S-3 and Prospectus
Pursuant to Item 501(b) of Regulation S-K
Registration Statement
Item and Heading Prospectus Heading
Item 1. Forepart of Cover Page
Registration Statement
and Outside Front
Cover Page of
Prospectus
Item 2. Inside Front and Inside Cover Page
Outside Back Cover
Pages of Prospectus
Item 3. Summary Information, Prospectus Summary;
Risk Factors, and Risk Factors; other
Ratio of Earnings to information required
Fixed Charges by Item 3 not
applicable
Item 4. Use of Proceeds Use of Proceeds
Item 5. Determination of Not Applicable
Offering Price
Item 6. Dilution Not Applicable
Item 7. Selling Security Selling Stockholders
Holders
Item 8. Plan of Distribution Plan of Distribution
Item 9. Description of Description of Capital
Securities to be Stock
Registered
Item 10. Interests of Named Not Applicable
Experts and Counsel
Item 11. Material Changes
(a) Material Changes
(b) Information
Incorporated by
Reference
Item 12. Incorporation of Information
Certain Information by Incorporated by
Reference Reference
Item 13. Disclosure of Indemnification of
Commission Position on Directors and Officers
Indemnification for
Securities Act
Liabilities
PROSPECTUS
238,727 Shares
BALLARD MEDICAL PRODUCTS
Draper, Utah 84020
COMMON STOCK
The shares of common stock offered hereby are being offered
and sold for the account of certain stockholders of the
Company. See "Selling Stockholders."
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH
DEGREE OF RISK. FOR A DISCUSSION OF MATERIAL RISKS IN
CONNECTION WITH THE PURCHASE OF THE COMMON STOCK OFFERED
HEREBY, SEE "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions (2) Company
Per share $18.4375 $.55 - 0 -
Total $4,401,529 $132,046 - 0 -
(1) Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and
low prices on the New York Stock Exchange for Ballard
Common Stock on December 17, 1996. Actual sales prices
will be based upon the market.
(2) Estimated based upon an approximate 3% average
commission charged for market sales. Commissions will
vary depending upon denominations sold.
The date of this Prospectus is December 30, 1996.
INTRODUCTION
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, and in
accordance therewith, the Company files reports and other
information with the Securities and Exchange Commission.
Such reports and other information can be inspected and
copied at the public reference facilities of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 219 South Dearborn Street,
Chicago, IL 60604; 26 Federal Plaza, New York, NY 10278; and
5757 Wilshire Boulevard, Los Angeles, CA 90036, and copies
of such material can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at
prescribed rates. The Company's Common Stock is listed on
the New York Stock Exchange, and reports and other
information concerning the Company can be inspected at such
exchange.
The Company hereby undertakes to provide without charge
to each person, including any beneficial owner, to whom a
copy of this Prospectus is delivered, upon written or oral
request of any such person, a copy of any and all of the
information that has been incorporated by reference in this
Prospectus (not including exhibits to such information).
Requests for such copies should be directed to E. Martin
Chamberlain, Secretary, Ballard Medical Products, 12050 Lone
Peak Parkway, Draper, Utah 84020, telephone number (801)
572-6800, telefax number (801) 572-6869.
No person has been authorized to give any information
or make any representations, other than those contained in
this Prospectus, 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 offering in any state in which such offering
may not lawfully be made.
TABLE OF CONTENTS
Prospectus Summary
Risk Factors
Use of Proceeds
Selling Stockholders
Plan of Distribution
Description of Capital Stock
Indemnification of Directors and Officers
Information Incorporated by Reference
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by
the detailed information appearing elsewhere in this
Prospectus and by the information and financial statements
incorporated herein by reference.
This Prospectus relates to 238,727 shares of Common
Stock, $0.10 par value of Ballard Medical Products (the
"Company") issued to the former shareholders of Plastic
Engineered Products Company, an Ohio corporation ("PEPCO").
The Company has effected a stock-for-stock exchange, by
which shares of the Company were issued to all of the
shareholders of PEPCO, in exchange for all of the
outstanding shares of stock of PEPCO.
This is a secondary offering, made "at the market".
Accordingly, the offering does not involve an underwriting
in the conventional sense.
This prospectus sets forth information regarding risk
factors and other aspects of the Company's operations and
this offering.
The Company's executive offices are located at 12050
Lone Peak Parkway, Draper, Utah 84020, and its telephone
number and telefax number, respectively at that location are
(801) 572-6800 and (801) 572-6869.
RISK FACTORS
The Company is an FDA regulated business operating in
the rapidly changing health care industry. From time to
time the Company may report, through its press releases
and/or SEC filings, certain matters that would be
characterized as forward-looking statements that are subject
to risks and uncertainties that could cause actual results
to differ materially from those projected. Such risks and
uncertainties may include, among other things, the following
items. Certain of these risks and uncertainties are beyond
management's control.
COMPETITION. The medical device industry is
characterized by rapidly evolving technology and increased
competition. There are a number of companies that currently
offer, or are in the process of developing, products that
compete with products offered by the Company. Some of these
competitors have substantially greater capital resources,
research and development staffs and experience in the
medical device industry, including with respect to
regulatory compliance in the development, manufacturing and
sale of medical products similar to those offered by the
Company. These competitors may succeed in developing
technologies and products that are more effective than those
currently used or produced by the Company or that would
render some products offered by the Company obsolete or
noncompetitive. Competition based on price is becoming an
increasingly important factor in customer purchasing
patterns as a result of cost containment pressures on, and
consolidation in, the health care industry. Such
competition has exerted, and is likely to continue to exert,
downward pressure on the prices the Company is able to
charge for its products. The Company may not be able to
offset such downward price pressure through corresponding
cost reductions. Any failure to offset such pressure could
have an adverse impact on the business, results of
operations or financial condition of the Company.
INTELLECTUAL PROPERTY RIGHTS. From time to time, the
Company has received, and in the future may receive, notices
of claims with respect to possible infringement of the
intellectual property rights of others or notices of
challenges to its intellectual property rights. In some
instances such notices have given rise to, or may in the
future give rise to, litigation. Any litigation involving
the intellectual property rights of the Company may be
resolved by means of a negotiated settlement or by
contesting the claim through the judicial process. There
can be no assurance that the business, results of operations
or the financial condition of the Company will not suffer an
adverse impact as a result of intellectual property claims
that may be commenced against the Company in the future.
The Company owns certain patents and proprietary information
acquired while developing its products or through
acquisitions, and the Company is the licensee of certain
other technology. As patents expire, more competing
products may be released into the marketplace by other
companies. The ability of the Company to continue to
compete effectively with other medical device companies may
be materially dependent upon the protection afforded by its
patents and the confidentiality of certain proprietary
information. There can be no assurance that patents will be
issued for products and product improvements recently
released into the marketplace or for products presently
being developed.
MANAGED CARE AND OTHER HEALTH CARE PROVIDER
ORGANIZATIONS. Managed care and other health care provider
organizations have grown substantially in terms of the
percentage of the population in the United States that
receives medical benefits through such organizations and in
terms of the influence and control that they are able to
exert over an increasingly large portion of the health care
industry. These organizations are continuing to consolidate
and grow, increasing the ability of these organizations to
influence the practices and pricing involved in the purchase
of medical devices, including the products sold by the
Company.
HEALTH CARE REFORM/PRICING PRESSURE. The health care
industry in the United States is experiencing a period of
extensive change. Health care reform proposals have been
formulated by the current administration and by members of
Congress. In addition, state legislatures periodically
consider various health care reform proposals. Federal,
state and local government representatives will, in all
likelihood, continue to review and assess alternative health
care delivery systems and payment methodologies, and ongoing
public debate of these issues can be expected. Cost
containment initiatives, market pressures and proposed
changes in applicable laws and regulations may have a
dramatic effect on pricing or potential demand for medical
devices, the relative costs associated with doing business
and the amount of reimbursement by both government and
third-party payors. In particular, the industry is
experiencing market-driven reforms from forces within the
industry that are exerting pressure on health care companies
to reduce health care costs. These market-driven reforms
are resulting in industry-wide consolidation that is
expected to increase the downward pressure on health care
product margins, as larger buyer and supplier groups exert
pricing pressure on providers of medical devices and other
health care products. Both short-term and long-term cost
containment pressures, as well as the possibility of
regulatory reform, may have an adverse impact on the
Company's results of operations. The Company's products
consist primarily of disposable medical devices. Cost
containment pressures on hospitals are leading some
facilities to use certain disposable devices longer than
they have been used in the past, even longer than permitted
by product labelling. This phenomenon could result in a
reduction in Company sales, because extended use means fewer
unit purchases.
GOVERNMENT REGULATION. There has been a trend in
recent years, both in the United States and outside the
United States, toward more stringent regulation of, and
enforcement of requirements applicable to, medical device
manufacturers. The continuing trend of more stringent
regulatory oversight in product clearance and enforcement
activities has caused medical device manufacturers to
experience longer approval cycles, more uncertainty, greater
risk and greater expense. At the present time, there are no
meaningful indications that this trend will be discontinued
in the near-term or the long-term either in the United
States or abroad. The Company expects to continue to incur
additional operating expenses associated with its ongoing
regulatory compliance program, but the amount of these
incremental costs cannot be completely predicted and will
depend upon a variety of factors, including future changes
in statutes and regulations governing medical device
manufacturers. There can be no assurance that such
compliance requirements and quality assurance programs will
not have an adverse impact on the business, results of
operations or financial condition of the Company or that the
Company will not experience problems associated with FDA
regulatory compliance.
NEW PRODUCT INTRODUCTIONS. As the existing products of
the Company become more mature and its existing markets more
saturated, the importance of developing or acquiring new
products will increase. The development of any such
products will entail considerable time and expense,
including research and development costs and the time and
expense required to obtain necessary regulatory approvals,
which could adversely affect the business, results of
operations or financial condition of the Company. There can
be no assurance that such development activities will yield
products that can be commercialized profitably, or that any
product acquisition can be consummated on commercially
reasonable terms or at all. Any failure to acquire or
develop new products to supplement more mature products
could have an adverse impact on the business, results of
operations or financial condition of the Company.
TECHNOLOGICAL CHANGE. The medical technology as
utilized by the Company has been subject to rapid advances.
While the Company feels that it currently possesses the
technology necessary to carry on its business, its
commercial success will depend on its ability to remain
current with respect to such technological advances and to
retain experienced technical personnel. Furthermore, there
can be no assurance that other technological advances will
not render the Company's technology and certain products
uneconomical or obsolete.
PRODUCT LIABILITY EXPOSURE. Because its products are
intended to be used in health care settings on patients who
are physiologically unstable and may also be seriously or
critically ill, the Company is exposed to potential product
liability claims. From time to time, patients using the
Company's products have suffered serious injury or death,
which has led to product liability claims against the
Company. The Company does not believe that any of these
claims, individually or in the aggregate, will have a
material adverse impact on its business, results of
operations or financial condition. However, the Company
may, in the future, be subject to product liability claims
that could have such an adverse impact.
The Company maintains product liability coverage in
amounts that it deems sufficient for its business. However,
there can be no assurance that such coverage will ultimately
prove to be adequate, or that such coverage will continue to
remain available on acceptable terms or at all.
ACQUISITIONS. In order to continue increasing sales
volume and profits, the Company relies heavily on a program
of acquiring business and new product lines from other
companies. There is always a significant risk that a given
acquisition by the Company will prove to be unsuccessful or
end up not contributing sufficiently to sales and profit
growth of the Company. There is also a risk that
undiscovered or contingent liabilities of an acquired
company could negatively impact the Company's financial
position or even the acquisition transaction itself. The
integration of any businesses that the Company might acquire
could require substantial management resources. There can
be no assurance that any such integration will be
accomplished without having a short or potentially long-term
adverse impact on the business, results of operations or
financial condition of the Company or that the benefits
expected from any such integration will be fully realized.
LACK OF DIVIDENDS. Prior to January, 1990, no
dividends had been paid by the Company on its shares of
Common Stock. The Company has paid dividends since January,
1990. However, there can be no assurance that dividends
will be paid on shares in the future, particularly since the
Company prefers to reserve its cash and liquid assets for
growth and possible business acquisitions.
UNCERTAINTY OF FINANCIAL RESULTS AND CAPITAL NEEDS.
There may be substantial fluctuations in the Company's
results of operations because of the timing and recording of
revenues and market acceptance of existing Company products.
The ability of the Company to expand its manufacturing and
marketing operations cannot be predicted with certainty. If
revenues do not continue to increase as rapidly as they have
in the past few years, or if manufacturing, marketing, or
research and development are not successful or require more
money than is anticipated, the Company may have to scale
back product marketing, development and production efforts
and attempt to obtain external financing. There can be no
assurance that the Company would be able to obtain timely
external financing in the amounts required or that such
financing, if available, would be on terms advantageous to
the Company.
SUPPLY OF RAW MATERIALS. Certain of the Company's
products are dependent upon raw materials for which there
are single or few sources. So far, the Company has not had
any serious problems obtaining needed raw materials.
However, there can be no assurance that the Company will be
able to continue to depend on existing sources of certain
materials.
IMPACT OF CURRENCY FLUCTUATIONS; IMPORTANCE OF FOREIGN
SALES. Because sales of products by the Company outside the
United States typically are denominated in local currencies,
the results of operations of the Company are expected to
continue to be affected by changes in exchange rates between
certain foreign currencies and the United States Dollar.
There can be no assurance that the Company will not
experience currency fluctuation effects in future periods,
which could have an adverse impact on its business, results
of operation or financial condition. The operations and
financial results of the Company also may be significantly
affected by other international factors, including changes
in governmental regulations or import and export
restrictions, and foreign economic and political conditions
generally.
POSSIBLE VOLATILITY OF STOCK PRICE. The market price
of the Company's stock is, and is expected to continue to
be, subject to significant fluctuations in response to
variations in quarterly operating results, trends in the
health care industry in general and the medical device
industry in particular, and certain other factors beyond the
control of the Company. In addition, broad market
fluctuations, as well as general economic or political
conditions and initiatives, may adversely impact the market
price of the Company's stock, regardless of the Company's
operating performance.
USE OF PROCEEDS
Since this is a secondary offering in behalf of five
stockholders, no proceeds of the offering will be received
directly by the Company. However, the Company has received
all of the outstanding shares of Plastic Engineered Products
Company, an Ohio corporation ("PEPCO"), in exchange for the
shares of the Company issued to the former shareholders of
PEPCO.
SELLING STOCKHOLDERS
The table set forth below describes the selling
stockholders and their ownership of the shares being
registered hereby:
Number of
Company Shares
Owned as of the
Name of Seller Date Hereof
Charles P. Thompson Trust 95,491
U/A/D November 11, 1994
Vernon E. Sweigert 61,592
The Starling E. Taylor 36,287
Revocable Living Trust U/A/D
February 23, 1994
Maurice J. Sullivan 18,143
Thomas W. Schervish 27,214
Total 238,727
None of the above-named shareholders is an officer, director
or affiliate of the Company. Other than the shares being
registered hereby, such shareholders own no shares of
Ballard Medical Products stock.
PLAN OF DISTRIBUTION
Any shares sold hereunder will be sold by the selling
stockholders for their own accounts. The Company will
receive none of the proceeds from any sale of the shares.
The selling stockholders may sell shares from time to
time in one or more transactions (which may include block
trades) in the over-the-counter market, in negotiated
transactions or through a combination of such methods for
sale, at fixed prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to
such prevailing prices or at negotiated prices. The selling
stockholders may effect such transactions by selling the
shares to or through broker-dealers, who may receive
compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchaser
for whom such broker-dealers may act as agent or to whom
they may sell as principal, or both (which compensation as
to a particular broker-dealer may be in excess of customary
compensation).
The selling shareholders and any broker-dealers buying
the shares from, or effecting transactions in the shares on
behalf of, the selling stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act, and
any compensation and discounts received by such broker-
dealers and any profits on the resale of the shares by such
broker-dealers may be deemed to be underwriters' discounts
and commissions under the Securities Act.
This offering is made on a continuous, delayed basis
pursuant to Reg. Sec. 230.415, promulgated by the Securities
and Exchange Commission under the Securities Act of 1933.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
75,000,000 Common Shares authorized, $0.10 par value, of
which 27,859,489 shares were outstanding as of December 17,
1996. The holders of Common Stock are entitled to one vote
for each share held of record on all matters submitted to a
vote of shareholders, including the election of directors.
Holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out
of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of
Common Stock have no preemptive rights to purchase
additional shares and have no rights to convert their Common
Stock into any other securities. All of the outstanding
shares of Common Stock are fully paid and non-assessable.
Shareholders do not have cumulative voting rights.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The revised Utah Business Corporation Act permits
indemnification of the officers and directors of a
corporation. The Company may indemnify any officer or
director against liability incurred in any threatened,
pending, or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative, and
whether formal or informal), if: (a) his or her conduct was
in good faith; and (b) he or she reasonably believed that
his or her conduct was in, or not opposed to, the
corporation's best interest; and (c) in the case of any
criminal proceeding, he or she had no reasonable cause to
believe his or her conduct was unlawful. The determination
as to whether in a specific case indemnification of a
director or officer is permissible (i.e., whether the
director or officer has met the above applicable standard of
conduct), is generally to be made by the Board of Directors
by a majority vote. The Company may not indemnify a
director or officer: (1) in connection with a proceeding by
or in the right of the Company in which the director or
officer was adjudged liable to the Company; or (2) in
connection with any other proceeding charging that the
director or officer derived an improper personal benefit,
whether or not involving action in his or her official
capacity, in which proceeding he or she was adjudged liable
on the basis that he or she derived an improper personal
benefit. Indemnification permitted in connection with a
proceeding by or in the right of the Company is limited to
reasonable expenses incurred in connection with the
proceeding.
The Company is required to indemnify a director or
officer who is successful, on the merits or otherwise, in
the defense of any proceeding, or in the defense of any
claim, issue or matter in the proceeding, to which he or she
was a party because he or she is or was a director of the
Company, against reasonable expenses incurred in connection
with the proceeding or claim with respect to which he or she
has been successful. The Company may purchase and maintain
liability insurance on behalf of directors, officers,
employees, fiduciaries, and agents of the Company, whether
or not the Company would have power to indemnify them
against liability.
The general effect of the Bylaws of the Company under
which any director or officer of the Company is insured or
indemnified in any manner against liability which he or she
may incur in his or her capacity as a director or officer is
set forth in Article VIII of the Company's Bylaws, which
contains provisions almost identical to the provisions of
Utah Code Annotated, Section 16-10a-901 et seq., summarized
above. In addition, in November, 1993, the Board of
Directors authorized and directed the Company to enter into
(and the Company has executed) an Indemnification Agreement
with each director and executive officer of the Company, by
which the Company is contractually obligated to indemnify
directors and officers in accordance with the standards,
terms, and conditions of Article VIII of the Company's
Bylaws.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the
revised Utah Business Corporation Act and the Amended and
Restated Bylaws of the Company, the Company has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore
unenforceable.
INFORMATION INCORPORATED BY REFERENCE
1. The Company's Report on Form 10-K for the fiscal
year ended September 30, 1996, filed with the Commission on
December 9, 1996.
2. The Description of Common Stock contained in the
Company's Registration of Securities on Form 8-A pursuant to
Section 12(b) of the Securities Exchange Act of 1934, filed
with the Commission on September 3, 1993.
3. The Company's Proxy Statement and Annual Report
for the Annual Meeting held January 27, 1997, filed with the
Commission on December 3, 1996.
4. The Company's Current Report on Form 8-K, filed
with the Commission on December 23, 1996.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing
such documents.
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an itemized statement of all
estimated expenses to be incurred by the Company in
connection with the issuance and distribution of the
securities to be registered hereby, other than commissions:
Registration fees -SEC $1,334
Transfer agents fees (1) 3,600
Costs of printing and copying 100
Accounting fees 20,000
Long distance telephone charges 150
Total $25,184
(1) Estimated, based upon assumed 1,200 number of
certificates to be reissued.
No part of these expenses will be borne by the selling
stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The general effect of Utah's indemnification statute
and the Company's indemnification bylaw are set forth in
Part I, "Indemnification of Directors and Officers".
ITEM 16. EXHIBITS
See "Index to Exhibits".
ITEM 17. UNDERTAKINGS
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, to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each 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;
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering;
(4) That for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrants's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof:
(5) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to securities holders that
is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim
financial information; and
(6) That insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of an 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 Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, Ballard Medical Products, a
corporation organized and existing under the laws of the
State of Utah, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Draper, State of Utah, on this
23rd day of December, 1996.
BALLARD MEDICAL PRODUCTS
By: Dale H. Ballard, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on the
date indicated.
Date: Signature: Title:
12/23/96 Dale H. Ballard President
Chief Executive Officer
Chairman of the Board
12/23/96 Kenneth R. Sorenson Principal Financial
Officer
12/23/96 Leland H. Boardman Controller
12/23/96 Dale H. Ballard, Jr. Director
12/23/96 E. Martin Chamberlain Director
12/23/96 Paul W. Hess Director
Exhibit
Number Description of Exhibit Page No.
1 Not applicable
2 Not applicable
4.1 Restated Certificate Incorporated by
of Incorporation, dated reference from
September 18, 1987 July 10, 1991
Form S-8
Registration Statement
Exhibit 4.1
Registration
No. 33-41720
4.2 Articles of Amendment, Incorporated by
to Articles of reference from
Incorporation dated Exhibit 4.2 to the
July 10, 1991 Registration
Statement on
Form S-3, filed
November 13, 1991,
Registration
No. 33-43910
4.3 Articles of Amendment, Incorporated by
to Articles of reference from
Incorporation dated Exhibit 4.3 to the
September 21, 1993 Registration
Statement on
Form S-8, filed
December 20, 1993
Registration
No. 33-73194
4.4 Amended and Incorporated by
Restated Bylaws of reference from
Ballard Medical Exhibit 3.3 to
Products, dated Form 10-K filed
October 12, 1992 December 24, 1992
5.1 Opinion of Counsel p.
8 Not applicable
12 Not applicable
15 Not applicable
23.1 Consent of Deloitte & p.
Touche LLP (Salt Lake
City, Utah)
23.2 Consent of Deloitte & p.
Touche LLP (Costa Mesa,
California)
23.3 Consent of counsel p.
(contained in
Exhibit 5.1)
24 Not applicable
25 Not applicable
26 Not applicable
27 Not applicable
28 Not applicable
EXHIBIT 5
M E M O R A N D U M
To: Board of Directors of Ballard Medical Products
From: Paul W. Hess, General Counsel
Date: December 20, 1996
Re: Registration Statement on Form S-3
I have examined the Registration Statement on Form S-3 to be
filed by Ballard Medical Products (the "Company") with the
Securities and Exchange Commission on or about December 23, 1996
(the "Registration Statement"), in connection with the shelf
registration under the Securities Act of 1933, as amended, of
238,277 shares of the Company's common stock, $.10 par value (the
"Shares"), for and in behalf of the following shareholders:
Charles P. Thompson Trust u/a/d November 11, 1994
Vernon E. Sweigert
The Starling E. Taylor Revocable Living Trust
u/a/d February 23, 1994
Maurice J. Sullivan
Thomas W. Schervish
It is my opinion that the Shares being registered, when sold
by the above-named shareholders, will be legally and validly
issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name
wherever appearing in the Registration Statement and any
amendments thereto.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Ballard Medical Products on Form S-3 of our reports
dated November 8, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Ballard Medical
Products for the year ended September 30, 1996.
Deloitte & Touche LLP
Salt Lake City, Utah
December 20, 1996
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Ballard Medical Products on Form S-3 of our reports
dated March 1, 1996, except for Note 8 for which the date is
March 21, 1996, appearing in the Annual Report on Form 10-KSB of
Cardiotronics Systems, Inc. for the year ended December 31, 1995.
Deloitte & Touche LLP
Costa Mesa, California
December 20, 1996
