<PAGE>
As filed with the Securities and Exchange Commission on February 11, 1998
Registration No. 333-43703
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------
RESPIRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2782687
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1501 Ardmore Boulevard
Pittsburgh, Pennsylvania 15221
412-731-2100
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
----------
HEALTHDYNE TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN
HEALTHDYNE TECHNOLOGIES, INC. STOCK OPTION PLAN
HEALTHDYNE TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
HEALTHDYNE TECHNOLOGIES, INC. STOCK OPTION PLAN II
Dennis S. Meteny
President and Chief Executive Officer
Respironics, Inc.
1501 Ardmore Boulevard
Pittsburgh, Pennsylvania 15221
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copy to:
Steven P. Fulton, Esq.
Respironics, Inc.
1501 Ardmore Boulevard
Pittsburgh, Pennsylvania 15221
412-473-5898
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of Proposed Proposed Amount of
Securities to be Amount to be Maximum Offering Maximum Aggregate Registration
Registered Registered (1) Price per share Offering Price Fee (3)
<S> <C> <C> <C> <C>
- - ---------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 1,500,000 (2) (2) $8,404
- - ---------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ In addition, pursuant to Rule 416(a) of the Securities Act of 1933,
this registration statement also covers an indeterminate number of additional
shares which may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions as provided in the plans
described herein.
/(2)/ All of the shares of Common Stock included in this post effective
Amendment No. 1 have been previously registered and the applicable registration
fee paid. Such shares consist of 1,461,882 shares of Common Stock which were
previously registered and included in the Registration Statement on Form S-4
(No. 333-43703) as originally filed with respect to shares issuable upon
exercise of options granted under the above-referenced plans and a registration
fee of $8,404 was paid in connection therewith.
/(3)/ The required registration fee for all shares of Registrant's Common
Stock to be registered pursuant to this Registration Statement on Form S-8 have
been previously paid in connection with the prior registration of such shares as
described in Footnote (2) above.
===============================================================================
Page 1 of 10. Exhibit Index appears on page 8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been filed by Respironics, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC") (File No.
0-16723) and are incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the fiscal year ended
June 30, 1997;
(b) All of the reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") since the end of the
Company's fiscal year ended June 30, 1997;
(c) The description of the Company's Common Stock which is contained
in the Joint Proxy Statement/Prospectus of the Company and Healthdyne
Technologies, Inc., filed as part of the Company's Registration Statement
on Form S-4 (No. 333-43703) dated January 5, 1998 (the "Joint Proxy
Statement").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, 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 Registration Statement and to be a part hereof
from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed incorporated document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to exist or constitute a part hereof.
ITEM 4. Description of Securities.
-------------------------
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the DGCL. Section 145 of the DGCL 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 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), 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
<PAGE>
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 or conviction, or upon a plea of nolo contendere or 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 a majority vote of the directors who were not parties to such
action, suit or proceeding, even though less than a quorum; or
(2) if there are no such directors, or, if such directors so direct, 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
arising out of his status as such, whether or not the corporation would have the
power to indemnify such person against such liability.
Section 102(b)(7) of the DGCL. Section 102(b)(7) of the DGCL 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 the DGCL regarding the unlawful payment of dividends
or approval of unlawful stock repurchases or redemptions, or (iv) for any
transaction from
<PAGE>
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.
Certificate of Incorporation Provision on Liability of Directors and
Indemnification. The Company's Amended and Restated Certificate of
Incorporation (the "Charter") provides that, to the fullest extent permitted by
the DGCL, no director of the Company shall be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director. The Charter also provides that the Company shall indemnify, to the
fullest extent permitted by applicable law, any person who is or was a director
or officer of the Company for any liability and expense in connection with any
actual or threatened claim, action, suit or proceeding, whether civil or
criminal, administrative or investigative (including, without limitation, any
action, suit or proceeding by or in the right of the Company to procure a
judgment in its favor) by reason of the fact that such person is or was a
director or officer of the Company.
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
ITEM 8. Exhibits.
--------
An Exhibit Index, containing a list of all exhibits filed herewith, is
included on page II-7.
ITEM 9. Undertakings.
------------
(a) Rule 415 offering.:
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 (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
<PAGE>
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 therein, 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.
<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 Pittsburgh, Commonwealth of Pennsylvania, on
February 5, 1998.
RESPIRONICS, INC.
By /s/ Dennis S. Meteny
Dennis S. Meteny
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Dennis S. Meteny, Daniel J. Bevevino and Steven
P. Fulton, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and revocation, for him and in his 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 he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 5, 1998.
Signature Title
--------- -----
/s/ Dennis S. Meteny
- - --------------------------------- President, Chief Executive Officer and
Dennis S. Meteny Director
/s/ Daniel J. Bevevino
- - --------------------------------- Vice President and Chief Financial
Daniel J. Bevevino Officer (Principal financial and
accounting officer)
/s/ Daniel P. Barry
- - --------------------------------- Director
Daniel P. Barry
/s/ Donald H. Jones
- - --------------------------------- Director
Donald H. Jones
/s/ Joseph C. Lawyer
- - --------------------------------- Director
Joseph C. Lawyer
/s/ Gerald E. McGinnis
- - --------------------------------- Director
Gerald E. McGinnis
/s/ Douglas A. Cotter
- - --------------------------------- Director
Douglas A. Cotter
/s/ James H. Hardie
- - --------------------------------- Director
James H. Hardie
- - --------------------------------- Director
George J. Magovern
<PAGE>
- - --------------------------------- Director
Parker H. Petit
/s/ J. Terry Dewberry
- - --------------------------------- Director
J. Terry Dewberry
/s/ Craig B. Reynolds
- - --------------------------------- Director
Craig B. Reynolds
<PAGE>
RESPIRONICS, INC.
HEALTHDYNE TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN
HEALTHDYNE TECHNOLOGIES, INC. STOCK OPTION PLAN
HEALTHDYNE TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
HEALTHDYNE TECHNOLOGIES, INC. STOCK OPTION PLAN II
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REGISTRATION STATEMENT
ON FORM S-8
----------------------
EXHIBIT INDEX
-------------
(Pursuant to Item 601 of Regulation S-K)
Exhibit Sequential
No. Description and Method of Filing Page
------- -------------------------------- ----------
4.1 Amended and Restated Certificate of Incorporation
of the Company, incorporated herein by reference to
Exhibit 3.2 to the Company's registration statement
on Form S-1 (No. 33-20899) *
4.2 Articles of Amendment to Amended and Restated
Certificate of Incorporation of the Company,
incorporated herein by reference to Exhibit 4.2 to
the Company's registration statement on Form S-8
(No. 33-36459) *
4.3 Amendment to Restated Certificate of Incorporation
of the Company filed as Exhibit 3.2 to Form S-1
(No. 33-39938) *
4.4 Amendment to Restated Certificate of Incorporation
of the Company filed as Exhibit 4.2 to Form S-8
(No. 33-89308) *
4.5 Amendment to Restated Certificate of Incorporation
of the Company filed as Exhibit 3.5 to Form 10-Q *
4.6 Bylaws of Company, incorporated herein by reference
to Exhibit 3.2 to the Company's registration
statement on Form S-1 (No. 33-20899) *
5.1 Opinion of Reed Smith Shaw & McClay regarding
legality of shares of the Company's Common Stock
being registered 9
23.1 Consent of Reed Smith Shaw & McClay (contained in
the opinion filed as exhibit 5.1 hereto)
23.2 Consent of Ernst and Young, independent accountants 10
24.1 Powers of Attorney (filed herewith as part of the
signature pages)
- - --------------
* Incorporated by reference.
<PAGE>
Exhibit 5.1
February 11, 1998
Respironics, Inc.
1501 Ardmore Boulevard
Pittsburgh, PA 15221
Re: Registration Statement No. 333-43703; Post Effective Amendment No. 1
on Form S-8 to Form S-4 for Healthdyne Technologies, Inc. 1996 Stock
Option Plan, Healthdyne Technologies, Inc. Stock Option Plan,
Healthdyne Technologies, Inc. Non-Employee Director Stock Option
Plan, and Healthdyne Technologies, Inc. Stock Option Plan II
---------------------------------------------------------------------
Ladies and 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 1,500,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Common Stock") which may
be purchased pursuant to stock options granted under the Healthdyne
Technologies, Inc. 1996 Stock Option Plan, the Healthdyne Technologies, Inc.
Stock Option Plan, the Healthdyne Technologies, Inc. Non-Employee Director Stock
Option Plan and the Healthdyne Technologies, Inc. Stock Option Plan II (the
"Plans") assumed by the Corporation in connection with the merger of RIGA, Inc.,
a wholly owned subsidiary of the Corporation, with and into Healthdyne
Technologies, Inc. The Plans provide that either authorized but unissued or
treasury shares of Common Stock may be issued upon the exercise of stock options
granted under the Plans. In rendering our opinion below, we have assumed that
any previously issued shares reacquired by the Company and delivered under the
Plan will have been duly authorized, validly issued and fully paid at the time
of their original issuance.
In connection with this opinion, we have examined, among other things:
(1) the Amended and Restated Certificate of Incorporation of the
Company;
(2) the Agreement and Plan of Reorganization by and among
Respironics, Inc., RIGA, Inc., and Healthdyne Technologies, Inc. and the
related Agreement and Plan of Merger both dated as of November 10, 1997, as
amended, pursuant to which the Company assumed the stock options granted
under the Plans and authorized the issuance of shares pursuant to the
exercise of such options; and
(3) the Plans together with forms of option agreements evidencing the
options granted.
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 assumption set forth above, we are pleased to advise you that in our
opinion the 1,500,000 shares of Common Stock being registered and which may be
issued by the Company pursuant to the provisions of the Plans upon the exercise
of stock options granted under the Plans have been duly authorized, and upon
such issuance in accordance with the provisions of the Plans such shares will be
validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have not examined the laws of
any jurisdiction other than the laws of the Commonwealth of Pennsylvania, the
General Corporate Laws of the State of Delaware and the federal laws of the
United States of America and the foregoing opinion is limited to such laws.
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 LLP
RKM:JGA
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Respironics, Inc. Registration Statement (Post Effective Amendment No. 1 on Form
S-8 to Form S-4) pertaining to the Healthdyne Technologies, Inc. stock option
plans and to the incorporation by reference therein of our report dated
September 10, 1997, with respect to the consolidated financial statements and
schedule of Respironics, Inc. included in its Annual Report (Form 10-K) for the
year ended June 30, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
February 11, 1998
