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. 1988 Stock Option 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
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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 1988 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
1988 Plan 500,000 shares $ 8.44 $4,220,000.00 $1,455.18
---------
TOTAL: $1,455.18
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(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, as
reported in the Wall Street Journal.
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The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1988 Stock Option Plan. The contents
of the Registrant's Registration Statements on Form S-8, Registration Nos.
33-25981 and 33-89950, are incorporated by reference.
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 31st
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 1988
Stock Option 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 31, 1995
James B. Hickey, Jr. Officer and Director
(principal executive officer)
/s/ William M. Milne Chief Financial Officer October 31, 1995
William M. Milne (principal financial and
accounting officer)
/s/ Lawrence A. Lehmkuhl Director October 31, 1995
Lawrence A. Lehmkuhl
/s/ David B. Morse Director October 31, 1995
David B. Morse
Director
Gerald E. Rhodes
/s/ Ervin F. Kamm, Jr. Director October 31, 1995
Ervin F. Kamm, Jr.
<PAGE>
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 auditors
24 Power of attorney (included on signature page of this Form S-8)
October 31, 1995
Aequitron Medical, Inc.
14800 - 28th Avenue North
Minneapolis, Minnesota 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 500,000 additional shares (the "Shares") of Common
Stock issuable pursuant to the Company's 1988 Stock Option 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 and amendments thereto.
4. The Plan and amendments thereto.
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. 1988 Stock Option
Plan of our report dated June 14, 1995, with respect to the consolidated
financial statements and schedule of Aequitron Medical, Inc. included in its
Annaul 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
