<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1997
REGISTRATION NO. 333-14961
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NELLCOR PURITAN BENNETT INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
3693
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
94-2789249
(I.R.S. EMPLOYER IDENTIFICATION NO.)
4280 HACIENDA DRIVE
PLEASANTON, CALIFORNIA 94588
(510) 463-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
AEQUITRON MEDICAL, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN,
AEQUITRON MEDICAL, INC. AMENDED AND RESTATED 1988 STOCK OPTION PLAN
AND AEQUITRON MEDICAL, INC. 1985 INCENTIVE STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
C. RAYMOND LARKIN, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NELLCOR PURITAN BENNETT INCORPORATED
4280 HACIENDA DRIVE
PLEASANTON, CALIFORNIA 94588
(510) 463-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
ROBERT M. MATTSON, JR., ESQ.
MORRISON & FOERSTER LLP
19900 MACARTHUR BOULEVARD
IRVINE, CALIFORNIA 92612
(714) 251-7500
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Pursuant to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plans described herein.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 on Form S-8 amends Registration Statement
No. 333-14961 which was previously filed on Form S-4 (the "Original Registration
Statement") in connection with the merger (the "Merger") of Aequitron Medical,
Inc. ("Aequitron") with and into Nellcor Puritan Bennett Incorporated (the
"Registrant"). In connection with the filing of the Original Registration
Statement, 3,830,151 shares of the Registrant's Common Stock, $.001 par value
per share (the "Common Stock") were registered with the Securities and Exchange
Commission and the applicable filing fee was paid. The number of shares
registered pursuant to the Original Registration Statement were those shares of
Common Stock expected to be distributed to holders of the common stock of
Aequitron in connection with the Merger. All of the shares of Common Stock
included in this Post-Effective Amendment No. 2 were included in and registered
on the Original Registration Statement. Such shares include 547,550 shares of
Common Stock issuable upon exercise of options outstanding under the Aequitron
1995 Employee Stock Purchase Plan and upon exercise of options outstanding under
the Amended and Restated 1988 Stock Option Stock Plan and 1985 Incentive Stock
Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Pleasanton, State of California, on this 26th
day of August 1997.
NELLCOR PURITAN BENNETT INCORPORATED
By: /s/ LAUREEN DeBUONO
---------------------------------------
Laureen DeBuono
Executive Vice President, General Counsel and
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints C. Raymond Larkin, Jr., Michael P.
Downey and Laureen DeBuono, jointly and severally, attorneys-in-fact and agents,
each with full power of substitution, for him or her in any and all capacities
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, and all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
* Director, President and Chief Executive August 26, 1997
- - ---------------------------------- Officer (Principal Executive Officer)
C. Raymond Larkin, Jr.
* Director, Chairman of the Board August 26, 1997
- - ----------------------------------
Burton A. Dole, Jr.
* Executive Vice President and Chief August 26, 1997
- - ---------------------------------- Financial Officer (Principal Financial
Michael P. Downey & Accounting Officer)
* Director August 26, 1997
- - ----------------------------------
Robert J. Glaser, M.D.
* Director August 26, 1997
- - ----------------------------------
Frederick M. Grafton
</TABLE>
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<TABLE>
<S> <C> <C>
- - ---------------------------------- Director August ___, 1997
Donald L. Hammond
* Director August 26, 1997
- - ----------------------------------
Riza J. Lavizzo-Mourey, M.D.
* Director August 26, 1997
- - ----------------------------------
Thomas A. McDonnell
Director August ___, 1997
- - ----------------------------------
Dean O. Morton
* Director August 26, 1997
- - ----------------------------------
Edwin E. van Bronkhorst
</TABLE>
*By: /s/ LAUREEN DeBUONO
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Laureen DeBuono
Attorney-in-Fact
