Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AEQUITRON MEDICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1359703
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
14800 - 28th Avenue North
Minneapolis, Minnesota 55447
(Address of Principal Executive Office and Zip Code)
Aequitron Medical, Inc. 1995 Employee Stock Purchase Plan
(Full Title of the Plan)
James B. Hickey, Jr., President
Aequitron Medical, Inc.
14800 - 28th Avenue North
Minneapolis, Minnesota 55447
(612) 557-9200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Elizabeth M. Reiskytl
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under
the 1995 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
1995 Plan 250,000 shares $ 8.44 $ 2,110,000.00 $ 727.59
--------
TOTAL: $ 727.59
========
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on October 27, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, or either (I) the latest prospectus
filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial
statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the
Registrant's effective registration statement on Form
10 or 10-SB filed under the Securities Exchange Act
of 1934 containing audited financial statements for
the Registrant's latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the Registrant
document referred to in (a) above;
(c) If the class of securities to be offered is
registered under Section 12 of the Securities
Exchange Act of 1934, the description of such class
of securities contained in a registration statement
filed under such Act, including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant 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 such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Minnesota corporate law, a corporation shall, unless
prohibited or limited by its Articles of Incorporation or Bylaws, indemnify its
directors, officers, employees and agents against judgments, penalties, fines,
settlements, expenses and disbursements incurred by such person who was, or is
threatened to be, made a party to a proceeding by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation if
generally, with respect to the acts or omissions of the person complained of in
the proceeding, the person: (i) has not been indemnified by another organization
with respect to the same acts or omissions; (ii) acted in good faith, (iii)
received no improper personal benefit; (iv) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
reasonably believed the conduct was in the best interests of the corporation or,
in certain circumstances, reasonably believed that the conduct was not opposed
to the best interests of the corporation. Minnesota corporate law also provides
that a corporation may purchase and maintain insurance on behalf of any
indemnified party against any liability asserted against such person, whether or
not the corporation would have been required to indemnify the person against
liability under the provisions of Minnesota corporate law. The Registrant's
Articles of Incorporation and Bylaws do not limit the Registrant's obligation to
indemnify such persons.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and Consent of Fredrikson & Byron, P.A. relating to the
legality of securities under the 1995 Employee Stock Purchase
Plan.
23.1 Consent of Fredrikson & Byron, P.A. -- included in their opinion
filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney from certain directors.
Item 9. 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 of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date
of the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the
information set forth in the Registration
Statement;
(iii) 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;
Provided, however, that paragraphs (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 periodic reports filed by
the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
<PAGE>
(c) 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 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 Act and will be
governed by final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 Minneapolis and State of Minnesota, on the 30th
day of October, 1995.
AEQUITRON MEDICAL, INC.
(the "Registrant")
By /s/ James B. Hickey, Jr.
James B. Hickey, Jr., President and
Chief Executive Officer
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.
(Power of Attorney)
Each of the undersigned constitutes and appoints James B. Hickey, Jr.
and William M. Milne his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Aequitron Medical, Inc. relating to the Company's 1995
Employee Stock Purchase Plan and any or all amendments or post-effective
amendments to the Form S-8 Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, each acting alone, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Signature Title Date
/s/ James B. Hickey, Jr. President, Chief Executive October 30, 1995
James B. Hickey, Jr. Officer and Director
(principal executive officer)
/s/ William M. Milne Chief Financial Officer October 30, 1995
William M. Milne (principal financial and
accounting officer)
/s/ Lawrence A. Lehmkuhl Director October 30, 1995
Lawrence A. Lehmkuhl
/s/ David B. Morse Director October 30, 1995
David B. Morse
Director
Gerald E. Rhodes
/s/ Ervin F. Kamm, Jr. Director October 30, 1995
Ervin F. Kamm, Jr.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AEQUITRON MEDICAL, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities
under the Plan
23.1 Consent of counsel (included in Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (included on signature page of this Form S-8)
October 30, 1995
Aequitron Medical, Inc.
14800 - 28th Ave. N.
Minneapolis, MN 55447
Re: Exhibit 5 - Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Aequitron Medical, Inc. (the
"Company") in connection with the original registration by the Company on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") of options and 250,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's 1995 Employee Stock Purchase Plan (the
"Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors
and shareholders of the Company pertaining to the adoption and
approval of the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by the
Company of the consideration for the Shares pursuant to the terms
of the Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Thomas R. King
Thomas R. King
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, MN 55402
Telephone: 612-347-7059
Facsimile: 612-347-7077
EXHIBIT 23.2
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Aequitron Medical, Inc. 1995 Employee
Stock Purchase Plan of our report dated June 14, 1995, with respect to the
consolidated financial statements and schedule of Aequitron Medical, Inc. in its
Annual Report (Form 10-K) for the year ended April 30, 1995 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
October 25, 1995
