Registration No. 333-_____
As filed with the Securities and Exchange Commission on September 26, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
E-Z-EM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 11-1999504
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
717 Main Street
Westbury, New York 11590
(Address of Principal Executive Offices) (Zip Code)
E-Z-EM, Inc. 1983 Stock Option Plan
(Full title of the plan)
Howard S. Stern
E-Z-EM, Inc.
717 Main Street
Westbury, New York 11590
(Name and address of agent for service)
516-333-8230
(Telephone number, including area code, of agent for service)
Copy to:
Guy P. Lander, Esq.
Goodman Phillips & Vineberg
430 Park Avenue, 10th Floor
New York, New York 10022
212-308-8866
<TABLE>
<CAPTION>
Calculation of Registration Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount
to be to be Offering Price Per Aggregate Offering of
Registered Registered Share (1) Price (1) Registration Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Class B
Common Stock 800,000 (2) $7.1875 $5,750,000 $1,518.00
Par value,
$.10 per share
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee upon the
basis of fluctuating market prices pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per
Share was determined by averaging the high and low prices of the Class B Common
Stock of E-Z-EM, Inc., as reported on the American Stock Exchange on
September 19, 2000.
(2) Consists of shares of Common Stock underlying options granted or that may be
granted under the Registrant's 1983 Stock Option Plan. There are also registered
hereby such indeterminate number of shares of Common Stock as may become
issuable by reason of the operation of the anti-dilution provisions of that
Plan.
<PAGE>
EXPLANATORY NOTE
By registration statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on November 27, 1984 (File No. 2-9458) E-Z-EM,
Inc., a Delaware corporation (the "Registrant") registered 500,000 shares of its
common stock reserved for issuance from time to time upon exercise of options
granted or to be granted under the E-Z-EM, Inc. 1983 Stock Option Plan (the
"1983 Option Plan") and 200,000 shares of common stock reserved for issuance
from time to time upon exercise of options granted or to be granted under the
E-Z-EM, Inc. 1984 Directors and Consultants Stock Option Plan (the "1984
Directors Plan").
By registration statement on Form S-8 filed with the Commission on October 3,
1991 (File No. 33-43168) the Registrant registered an additional 250,000 shares
of its common stock reserved for issuance from time to time upon exercise of
options granted or to be granted under the 1983 Option Plan. In October 1992,
the Registrant effected a reclassification ("Reclassification") of its capital
stock pursuant to which its outstanding shares of common stock were divided
equally into shares of Class A voting common stock, par value $.10 per share
("Class A Shares"), and Class B non-voting common stock, par value $.10 per
share ("Class B Shares"). Pursuant to the Reclassification, the 1983 Option Plan
and the 1984 Directors Plan were amended to provide that options outstanding
under both plans would thereafter be exercisable half for Class A Shares and
half for Class B Shares, and all future options granted under the plans would be
for Class B Shares only.
Subsequent to the Reclassification, by registration statements on Form S-8 filed
with the Commission on October 11, 1994 (File No. 33-85010) and September 3,
1996 (File No. 333-11325) the Registrant registered an additional 600,000 Class
B Shares reserved for issuance from time to time upon exercise of options
granted or to be granted under the 1983 Option Plan, and an additional 100,000
Class B Shares reserved for issuance from time to time upon exercise of options
granted or to be granted under the 1984 Directors Plan.
In 1999, the Registrant's Board of Directors and shareholders approved an
amendment to increase the number of Class B Shares authorized for issuance under
the 1983 Option Plan by 800,000 shares to a total of 2,617,974 shares (inclusive
of an aggregate of 467,974 additional shares authorized, pursuant to the
anti-dilution provisions of the 1983 Option Plan, by virtue of a 3-for-2 stock
split effected by the Registrant in 1986 and annual 3% stock dividends declared
and paid by the Registrant for its 1993 through 1998 fiscal years). By this
registration statement, the Registrant is registering the additional 800,000
Class B Shares ("Additional Class B Shares") underlying options granted or that
may be granted under the 1983 Option Plan. Pursuant to Form S-8, General
Instruction E, the Registrant incorporates by reference herein the contents of
the registration statements on Form S-8, file Nos. 2-9458, 33-43168, 33-85010,
and 333-11325, to the extent relating to the registration of the Additional
Class B Shares.
ITEM 8: EXHIBITS
----------------
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -----------------------------------------------------------------------------------------------
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by
reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended May 28, 1994, filed under
Commission File No. 0-13003).
4.3 1983 Stock Option Plan of the Registrant, as amended through October 19, 1999
(incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended February 26, 2000).
5 Opinion of Goodman Phillips & Vineberg
23.1 Consent of Grant Thornton LLP
23.2 Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5)
24 Power of Attorney (set forth on the signature page of the Registration Statement).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Westbury, State of New York, United States, on the
26th day of September, 2000.
E-Z-EM, Inc.
By: /s/ Howard S. Stern
----------------------------------------------------
Howard S. Stern, Chairman of the Board, Director
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Howard S. Stern
his or her true and lawful attorney-in-fact with authority to execute in the
name of each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith,
any and all amendments (including without limitation post-effective amendments)
to this Registration Statement necessary or advisable to enable the Registrant
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such changes in this Registration
Statement as the aforesaid attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Howard S. Stern Chairman of the Board and Director September 26, 2000
----------------------------------------
Howard S. Stern
/s/ Anthony A. Lombardo President, Chief Executive Officer September 26, 2000
---------------------------------------- and Director
Anthony A. Lombardo
/s/ Dennis J. Curtin Senior Vice President - Chief Financial Officer September 26, 2000
---------------------------------------- (Principal Financial and Accounting Officer)
Dennis J. Curtin
/s/ Michael A. Davis Director September 26, 2000
----------------------------------------
Michael A. Davis
/s/ Paul S. Echenberg Director September 26, 2000
----------------------------------------
Paul S. Echenberg
/s/ James L. Katz Director September 26, 2000
----------------------------------------
James L. Katz
/s/ Donald A. Meyer Director September 26, 2000
----------------------------------------
Donald A. Meyer
/s/ David P. Meyers Director September 26, 2000
----------------------------------------
David P. Meyers
/s/ Robert M. Topol Director September 26, 2000
----------------------------------------
Robert M. Topol
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- ---------------------------------------------------------------------------------------------
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by
reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997).
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended May 28, 1994, filed under
Commission File No. 0-13003).
4.3 1983 Stock Option Plan of the Registrant, as amended through October 19, 1999
(incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended February 26, 2000).
5 Opinion of Goodman Phillips & Vineberg
23.1 Consent of Grant Thornton LLP
23.2 Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5)
24 Power of Attorney (set forth on the signature page of the Registration Statement).
</TABLE>
