As filed with the Securities and Exchange Commission on June 19, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Possis Medical, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-0783184
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9055 Evergreen Boulevard N.W.
Minneapolis, Minnesota 55433-8003
(Address of Principal Executive Offices) (Zip Code)
Possis Medical, Inc. 1992 Stock Compensation Plan
(full title of the plan)
Robert G. Dutcher Copy to:
President and Chief Executive Officer Amy E. Ayotte, Esq.
Possis Medical, Inc. Dorsey & Whitney LLP
9055 Evergreen Boulevard N.W. Pillsbury Center South
Minneapolis, Minnesota 55433 220 South Sixth Street
(612) 780-4555 Minneapolis, Minnesota 55402-1498
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
(612) 780-4555
(Telephone number, including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Maximum Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be registered registered Price per Share Offering Price Fee
(1) (2) (2)
Common Stock
($.40 par value) 1,400,000 $10.125 $14,175,000 $4,182
(1) The number of shares being registered represents the number of shares
of Common Stock that may be issued pursuant to the Possis Medical, Inc. 1992
Stock Compensation Plan (the "Plan") in addition to shares previously registered
under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low prices of
the Common Stock as reported by the Nasdaq National Market on June 15, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
Pursuant to Section E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the Registration Statement on
Form S-8 relating to the Plan filed with the Securities and Exchange Commission
on December 30, 1992 (File No. 33-56728).
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Possis Medical, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended July
31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
October 31, 1997, January 31, 1998 and April 30, 1998; and
(c) The descriptions of the Company's common stock, $.40 par value, and the
Company's Preferred Share Purchase Rights contained in any Registration
Statement of the Company filed under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and any amendment or report filed for the purpose of
updating such descriptions subsequent to the date of this Prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, subsequent to the date hereof 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 remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 Rights Agreement, dated as of December 12, 1996, between the
Company and Norwest Bank Minnesota, National Association,
including the Form of Right Certificate attached as Exhibit B
thereto (incorporated by reference to Exhibit 1 tothe Company's
Registration Statement on Form 8-A filed December 12, 1996).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit5.1).
24.1 Powers of Attorney.
<PAGE>
Item 9. Undertakings.
A. Post-Effective Amendments.
The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(c) 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 subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose 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. Subsequent Documents Incorporated by Reference.
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 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.
C. Claims for Indemnification.
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 other 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 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 Minneapolis, State of Minnesota, on June 19, 1998.
POSSIS MEDICAL, INC.
By /s/ Robert G. Dutcher
Robert G. Dutcher
President and Chief Executive Officer
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 date indicated.
Name Title Date
/s/ Robert G. Dutcher President, Chief Executive Officer June 19, 1998
Robert G. Dutcher and Director
(Principal Executive Officer)
/s/ Russel E. Carlson Vice President, Finance and Chief June 19, 1998
Russel E. Carlson Financial Officer
(Principal Financial and Accounting Officer)
* Chairman of the Board
Donald C. Wegmiller
* Director
Dean Belbas
* Director
Seymour J. Mansfield
* Director
Demetre Nicoloff, MD
* Director
Ann M. Possis
*By: /s/ Robert G. Dutcher June 19, 1998
Robert G. Dutcher
Attorney-in-fact**
__________
** Executed on behalf of the indicated persons by Robert G. Dutcher
pursuant to the Powers of Attorney included as Exhibit 24.1 to this registration
statement.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit5.1 to this
Registration Statement).
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
DORSEY & WHITNEY LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
Telephone: (612) 340-2600
Fax: (612) 340-2868
Possis Medical, Inc.
9055 Evergreen Boulevard N.W.
Minneapolis, Minnesota 55433
Ladies and Gentlemen:
We have acted as counsel to Possis Medical, Inc., a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-8
(the"Registration Statement") relating to the sale by the Company from time to
time of up to 1,400,000 shares of Common Stock, $.40 par value per share, of the
Company (the "Shares"), issuable pursuant to the Company's 1992 Stock
Compensation Plan (the "Plan").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Date: June 19, 1998
Very truly yours,
/s/ Dorsey & Whitney LLP
AEA
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Possis Medical, Inc., on Form S-8 relating to the 1992 Stock Compensation
Plan of our report, dated August 29, 1997 on the 1997 financial statements and
related financial statement schedule, appearing in the Annual Report on Form
10-K of Possis Medical, Inc., for the year ended July 31, 1997.
Deloitte & Touche LLP
Minneapolis, Minnesota
June16, 1998
<PAGE>
Exhibit 24.1
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert G. Dutcher and Russel E.
Carlson, and each of them, the undersigned's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the
undersigned and in his or her name, place and stead, in any and all capacities
(including the undersigned's capacity as a director and/or officer of Possis
Medical, Inc.), to sign a Registration Statement on Form S-8 of Possis Medical,
Inc. ("Possis") to be filed under the Securities Act of 1933 for the
registration of 1,400,000 shares of Common Stock of Possis in connection with
the Possis Medical, Inc. 1992 Stock Compensation Plan, and any and all
amendments (including post-effective amendments) to such 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
in 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 or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Name Title Date
/s/ Donald C. Wegmiller Chairman of the Board June 18, 1998
Donald C. Wegmiller
/s/ Dean Belbas Director June 18, 1998
Dean Belbas
/s/Seymour J. Mansfield Director June 18, 1998
Seymour J. Mansfield
/s/ Demetre Nicoloff, MD Director June 18, 1998
Demetre Nicoloff, MD
/s/Ann M. Possis Director June 18, 1998
Ann M. Possis
/s/ Robert G. Dutcher President, Chief Executive June 18, 1998
Robert G. Dutcher Officer and Director
/s/ Russel E. Carlson Vice President of Finance and June 18, 1998
Russel E. Carlson Chief Financial Officer
