<PAGE>
As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 333- ______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
RESPIRONICS, INC.
(Exact name of issuer as specified in its charter)
Delaware 25-1304989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 Murry Ridge Drive
Murrysville, Pennsylvania 15668
(Address of Principal Executive Offices) (Zip Code)
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------
James C. Woll
Treasurer
Respironics, Inc.
1001 Murry Ridge Drive
Murrysville, Pennsylvania 15668
(412)733-0234
(Name, address and telephone number, including area code, of agent for service)
------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered/1/ per share/2/ offering price fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 300,000 shs. $20.00 $6,000,000 $1,818.18
======================================================================================================
</TABLE>
/1/ In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Respironics, Inc. Retirement Savings Plan.
/2/ Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rules 457(h) and 457(c) on the basis of the
average of the high and low sales prices for the Common Stock as reported on the
National Market System of the National Association of Securities Dealers, Inc.
for February 26, 1997, as quoted in The Wall Street Journal.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission
(File No. 0-016732) by Respironics, Inc. (the "Company") are incorporated by
reference in this Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act");
(b) All other reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the fiscal year covered by the annual
report on Form 10-K referred to in paragraph (a) above; and
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in a registration statement filed by
the Company under the 1934 Act, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the filing of the annual report on Form 10-K
referred to in paragraph (a) above and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all 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, except that the information included
in any document in response to paragraphs (i), (k) or (l) of Item 402 of
Regulation S-K is not incorporated by reference in this Registration Statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this Registration Statement 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
1. Section 145 of Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expense (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere of its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Any such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding; or
(2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or
(3) by the stockholders.
Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity, or
II-2
<PAGE>
arising out of his status as such, whether or not the corporation would have the
power to indemnify such person against such liability.
2. Section 102(b)(7) of Delaware General Corporation Law. Section
102(b)(7) of the Delaware General Corporation Law provides that a corporation
may set forth in its Certificate of Incorporation a provision eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of such General Corporation Law regarding the unlawful payment of
dividends or approval of stock repurchases or redemptions and (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective
(in the case of the Company, May 8, 1987). As noted in 3 below, the Company's
Certificate of Incorporation includes a provision contemplated by Section
102(b)(7) of the Delaware General Corporation Law.
3. Certificate of Incorporation Provision of Liability of Directors. The
Company's Certificate of Incorporation limits the liability of its directors to
the fullest extent permitted under the Delaware General Corporation Law. The
Company's directors are not liable for monetary damages for breach of their
fiduciary duty as directors, except for liability for any breach of the
directors' duty of loyalty to the Company or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law, and for any transactions from
which a director derived an improper personal benefit. This provision does not
eliminate the duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief available under
Delaware law.
4. Certificate of Incorporation Provisions on Indemnity. The Company's
Certificate of Incorporation provides that the Company shall indemnify its
directors, officers, employees and agents against claims arising out of their
actions as agents of the Company and will advance expenses of defending against
such claims. The Certificate of Incorporation requires the Company to advance
litigation expenses in the case of shareholder derivative or other actions
against an undertaking by the officer or director to repay such advances if it
is ultimately determined that the officer or director is not entitled to
indemnification. The Certificate of Incorporation further provides that the
Company may obtain directors' and officers' liability insurance on such terms
and conditions acceptable to the Company.
5. Director and Officer Liability Insurance. The Company has purchased
director and officer liability insurance. Such insurance covers its directors
and officers with respect to liability which they may incur in connection with
their serving as such. Under this type of insurance, the Company will receive
reimbursement for amounts as to which the directors and officers would be
indemnified. The insurance also provides certain additional coverage for the
directors and officers against certain liability even though such liability
would not be subject to indemnification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page II-7.
II-3
<PAGE>
Item 9. Undertakings.
(a) Rule 415 offering.
The Company 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 (the "1933 Act");
(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, represent 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 (1)(i) and (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 (the "1934 Act") that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the 1933
Act, 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; and
(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) Filings incorporating subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, 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
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
II-4
<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 Murrysville, Pennsylvania, on the 27th day of
February, 1997.
RESPIRONICS, INC.
By /s/ Dennis S. Meteny
-----------------------------------
Dennis S. Meteny, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis S. Meteny, Daniel J. Bevevino and James C.
Woll, and each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for and in the
undersigned's 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 Securities and Exchange 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, 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 or any of them, or their or his substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Dennis S. Meteny President, Chief Executive February 27, 1997
- ----------------------------- Officer and Director
Dennis S. Meteny
/s/ Daniel J. Bevevino Vice President and Chief February 27, 1997
- ----------------------------- Financial Officer
Daniel J. Bevevino (Principal financial and
accounting officer)
/s/ Daniel P. Barry Director February 27, 1997
- -----------------------------
Daniel P. Barry
/s/ Douglas A. Cotter, Ph.D. Director February 27, 1997
- -----------------------------
Douglas A. Cotter, Ph.D.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ James H. Hardie Director February 27, 1997
- ----------------------------
James H. Hardie
/s/ Donald H. Jones Director February 27, 1997
- ----------------------------
Donald H. Jones
/s/ Joseph C. Lawyer Director February 27, 1997
- ----------------------------
Joseph C. Lawyer
/s/ Candace Littell Director February 27, 1997
- ----------------------------
Candace Littell
/s/ George J. Magovern, M.D. Director February 27, 1997
- -----------------------------
George J. Magovern, M.D.
/s/ Gerald E. McGinnis Director February 27, 1997
- ----------------------------
Gerald E. McGinnis
</TABLE>
II-6
<PAGE>
RESPIRONICS, INC.
1997 Employee Stock Purchase Plan
--------------
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Exhibit
No. Description and Method of Filing
- ------- ----------------------------------------
<C> <S>
4.1 Restated Certificate of Incorporation
of the Company (incorporated herein by
reference to Exhibit 3.2 to Amendment
No. 1 to the Company's Registration
Statement No. 33-20899 on Form S-1).
4.2 Amendment to Restated Certificate of
Incorporation of the Company
(incorporated herein by reference to
Exhibit 3.2 to the Company's
Registration Statement No. 33-39938 on
Form S-1).
4.3 Amendment to Restated Certificate of
Incorporation of the Company
(incorporated herein by reference to
Exhibit 4.2 to the Company's
Registration Statement No. 33-89308 on
Form S-8).
4.4 By-Laws of the Company (incorporated
herein by reference to Exhibit 3.4 to
Amendment No. 2 to the Company's
Registration Statement No. 33-20899 on
Form S-1).
5.1 Opinion of Reed Smith Shaw & McClay as
to the legality of the shares being
registered (filed herewith).
23.1 Consent of Reed Smith Shaw & McClay
(contained in their opinion filed
herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young, LLP,
independent auditors (filed herewith).
23.3 Consent of Ernst & Young, LLP,
independent auditors (filed herewith).
24.1 Power of Attorney, contained on the
signature page to this Registration
Statement.
</TABLE>
II-7
<PAGE>
Exhibit 5.1
<TABLE>
[LETTERHEAD OF REED SMITH SHAW & MCCLAY]
<S> <C> <C>
435 SIXTH AVENUE
MAILING ADDRESS: HARRISBURG, PA
P.O. BOX 2009 PITTSBURGH, PENNSYLVANIA 15219-1886 McLEAN, VA
PITTSBURGH, PA 15230-2009 NEW YORK, NY
412-288-3131 NEWARK, NJ
WRITER'S DIRECT NUMBERS: PHILADELPHIA, PA
FAX 412-288-3063 PRINCETON, NJ
WASHINGTON, DC
</TABLE>
February 21, 1997
Respironics, Inc.
1001 Murry Ridge Drive
Murrysville, PA 15668
Re: Registration Statement on Form S-8 for
the 1997 Employee Stock Purchase Plan
-------------------------------------------
Gentlemen:
We have acted as counsel to Respironics, Inc., a Delaware corporation (the
"Company"), in connection with the above-captioned Registration Statement (the
"Registration Statement") relating to up to 300,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock") which may be purchased
by eligible employees of the Company under the Company's 1997 Employee Stock
Purchase Plan (the "Plan"). The Plan provides that either authorized but
unissued or treasury shares of Common Stock may be issued and sold to
participating employees under the Plan. In rendering our opinion below, we have
assumed that any previously issued shares reacquired by the Company and reissued
under the Plan will have been duly authorized, validly issued and fully paid at
the time of their original issuance. We have also assumed that prior to any
issuance or sale of Common Stock under the Plan, the Plan will have been
approved by the shareholders of the Company at the Company's 1997 Annual Meeting
of Shareholders.
In connection with this opinion, we have examined, among other things:
(1) a form of resolutions adopted by the Board of Directors of the
Company on February 14, 1997 adopting the Plan, authorizing the issuance of
up to 300,000 shares of Common Stock thereunder and reserving 300,000
shares of Common Stock for such purpose;
(2) the Certificate of Incorporation of the Company, as amended to
date; and
(3) the Plan, as currently in effect.
Based upon the foregoing and upon an examination of such other documents,
corporate proceedings, statutes, decisions and questions of law as we considered
necessary in order to enable us to furnish this opinion, and subject to the
assumptions set forth above, we are pleased to advise you that in our opinion
the 300,000 shares of Common Stock being registered and which may be issued and
sold by the Company to eligible employees under the Plan have been duly
authorized, and upon such issuance in accordance with the provisions of the Plan
such shares will be validly issued, fully paid and nonassessable.
<PAGE>
[LETTERHEAD OF REED SMITH SHAW & McCLAY]
Respironics, Inc. -2- February 21, 1997
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
caption "Legal Opinion."
Yours truly,
/s/ Reed Smith Shaw & McClay
REED SMITH SHAW & McCLAY
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1997 Employee Stock Purchase
Plan of Respironics, Inc. and to the incorporation by reference therein of our
report dated September 13, 1996, with respect to the consolidated financial
statements and schedules of Respironics, Inc. included in its Annual Report
(Form 10-K) for the year ended June 30, 1996, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
February 27, 1997
Pittsburgh, Pennsylvania
<PAGE>
Exhibit 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1997 Employee Stock Purchase
Plan of Respironics, Inc. and to the incorporation by reference therein of our
report dated May 30, 1996, with respect to the consolidated financial statements
of LIFECARE International, Inc. included in Respironics, Inc.'s Form 8-K dated
October 21, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
February 27, 1997
Denver, Colorado
