As filed with the Securities and Exchange Commission on June 19, 2000
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) Identification No.)
9055 Evergreen Boulevard N.W. Minneapolis, Minnesota 55433
(Address of principal executive offices) (Zip Code)
POSSIS MEDICAL, INC. 1999 STOCK COMPENSATION PLAN
(Full title of the plan)
Irving R. Colacci Copy to:
Vice President, Legal Affairs Amy E. Ayotte, Esq.
& Human Resources, General Counsel Dorsey & Whitney LLP
and Secretary Pillsbury Center South
Possis Medical, Inc. 220 South Sixth Street
9055 Evergreen Boulevard N.W. Minneapolis, Minnesota 55402-1498
Minneapolis, Minnesota 55433 (612) 340-6323
(763) 780-4555
(Name, address and telephone number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price (2) Fee
===============================================================================
===============================================================================
Common Stock,
$.40 par value 2,000,000 $6.75 $13,500,000 $3,564
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h)(1). The proposed maximum aggregate
offering price is based upon the average of the high and low prices of the
Common Stock as reported on the Nasdaq consolidated reporting system on June
15, 2000.
<PAGE>
II-3
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that we have filed with the Securities and Exchange
Commission are incorporated by reference into this registration statement:
o our annual report on Form 10-K for the fiscal year ended July 31, 1999;
o our quarterly reports on Form 10-Q for the quarters ended October 31,
1999, January 31, 2000 and April 30, 2000;
o our current report on Form 8-K filed on March 14, 2000; and
o the description of our common stock contained in any of our registration
statements filed under the Securities Exchange Act of 1934, as amended, and any
amendment or report filed for the purpose of updating the description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this registration statement and prior
to the filing of a post-effective amendment indicating that all securities
offered by this registration statement have been sold, or deregistering all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part of this registration statement from
the respective dates of filing of such documents. Any statement contained in
this registration statement or in a document all or part of which is
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 subsequently filed document that 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.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act requires
corporations to indemnify any person who is made or threatened to be made a
party to any proceeding, by reason of the person's former or present official
capacity, against judgments, penalties, fines, settlements and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. The general effect of Section 302A.521 is to
reimburse (or pay on behalf of) the directors and officers of Possis Medical
with respect to any personal liability that may be imposed for certain acts
performed in their capacity as our directors and officers, except where they
have not acted in good faith. Section 302A.521 contains detailed terms regarding
this right of indemnification, and reference is made to Section 302A.521 for a
complete statement of indemnification rights.
Our bylaws provide for indemnification to the maximum extent permitted by
Minnesota Statutes. In addition, the Company generally enters into
indemnification agreements with our officers and directors, and we maintain an
insurance policy to assist in funding indemnification of directors and officers
for certain liabilities.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Possis Medical, Inc. 1999 Stock Compensation Plan (incorporated by
reference to the registrant's Definitive Proxy Statement filed November 8,
1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
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, 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 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
Securities and Exchange 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; and
(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) above will not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs 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 the
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.
<PAGE>
(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.
(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
Securities 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
Securities 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, 2000.
POSSIS MEDICAL, INC.
/s/ Robert G. Dutcher
Robert G. Dutcher
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert G. Dutcher and Irving
Colacci, 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. to be filed under the Securities Act of 1933 for the registration of the
sale or issuance from time to time of up to 2,000,000 shares of common stock of
Possis Medical issuable under the 1999 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.
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, 2000
Robert G. Dutcher and Director (principal executive
officer and principal financial and
accounting officer)
/s/ Donald C. Wegmiller Chairman of the Board June 19, 2000
Donald C. Wegmiller
/s/ Dean Belbas Director June 19, 2000
Dean Belbas
/s/ Seymour J. Mansfield Director June 19, 2000
Seymour J. Mansfield
/s/ William C. Mattison Director June 19, 2000
William C. Mattison
/s/ Whitney A. McFarlin Director June 19, 2000
Whitney A. McFarlin
/s/ Rodney A. Young Director June 19, 2000
Rodney A. Young
<PAGE>
EXHIBIT INDEX
4.1 Possis Medical, Inc. 1999 Stock Compensation Plan (incorporated by
reference to the registrant's Definitive Proxy Statement filed November 8,
1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
<PAGE>
EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
Possis Medical, Inc.
9055 Evergreen Boulevard N.W.
Minneapolis, Minnesota 55433
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Possis Medical, Inc., a Minnesota corporation
(the "Company"), and have advised the Company in connection with a registration
statement on Form S-8 relating to the sale or issuance by the Company from time
to time of up to 2,000,000 shares (the "Shares") of common stock, par value
$.40, of the Company ("Common Stock") issuable under the 1999 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 our opinion set
forth below.
In rendering our opinion 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 opinion, 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, and any relevant agreements thereunder, 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 on Form S-8 of the Company relating to the Shares.
Dated: June 19, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
<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 of our report dated August 31, 1999
(September 15, 1999 as to Note 10), appearing in the Annual Report on Form 10-K
of Possis Medical, Inc. for the year ended July 31, 1999.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
June 19, 2000
