As filed with the Securities and Exchange Commission on August 11, 1995
Registration Nos. 33-10618
33-22434
33-28092
33-28830
33-38217
33-38218
33-47967
33-54757
33-59914
33-66298
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT S
UNDER THE SECURITIES ACT OF 1933
ADVANCED TECHNOLOGY LABORATORIES, INC.
(Exact name of issuer as specified in its charter)
WASHINGTON 91-1353386
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22100 Bothell Everett Highway
Bothell, Washington 98041-3003
(206) 478-7000
(Address and telephone number of principal executive offices)
Amended 1986 Option, Restricted Stock, Stock Appreciation Right
and Performance Unit Plan
Management Incentive Compensation Plan
Common Share Purchase Rights Agreement
Amended and Restated Nonofficer Employee Option, Restricted Stock
and Stock Grant Plan
Incentive Savings and Stock Ownership Plan
Amended 1992 Option, Stock Appreciaton Right, Restricted Stock,
Stock Grant and Performance Unit Plan
1992 Nonofficer Employee Stock Option Plan
Nonemployee Director Stock Option Plan
(Full title of the Plans)
W. Brinton Yorks, Jr.
22100 Bothell Everett Highway
Bothell, Washington 98041-3003
(206) 478-7000
(Name, address and telephone number of agent for service)
Page 1
<PAGE>
This Post-Effective Amendment No. 1 to the registration
statements on Form S-8 (File Nos. 33-10618, 33-22434, 33-28092,
33-28830, 33-38217, 33-38218, 33-47967, 33-54757, 33-59914 and 33-
66298) (collectively, the "Registration Statements") of Advanced
Technology Laboratories, Inc., a Delaware corporation ("ATL
Delaware"), which registration statements register securities
issued pursuant to the Amended 1986 Option, Restricted Stock,
Stock Appreciation Right and Performance Unit Plan, the
Management Incentive Compensation Plan, the Common Share Purchase
Rights Agreement, the Amended and Restated Nonofficer Employee
Option, Restricted Stock and Stock Grant Plan, the Incentive
Savings and Stock Ownership Plan, the Amended 1992 Option, Stock
Appreciaton Right, Restricted Stock, Stock Grant and Performance
Unit Plan, the 1992 Nonofficer Employee Stock Option Plan, and
the Nonemployee Director Stock Option Plan, respectively, is
filed pursuant to Rule 414 promulgated under the Securities Act
of 1933, as amended (the "Act"), by Advanced Technology
Laboratories, Inc., a Washington corporation ("ATL Washington").
In connection with the Reincorporation Merger (as defined below),
ATL Washington hereby adopts the Registration Statements as its
own for all purposes of the Act and the Securities Exchange Act
of 1934.
DESCRIPTION OF TRANSACTION
Pursuant to a Plan and Agreement of Merger, dated as of May
10, 1995, among ATL Washington and ATL Delaware, ATL Delaware
merged with and into ATL Washington, with ATL Washington as the
surviving corporation (the "Reincorporation Merger"), and with
ATL Washington thereafter having the name "Advanced Technology
Laboratories, Inc."
In the Reincorporation Merger, each share of common stock,
par value $.01 per share, of ATL Delaware was automatically
converted into one issued and fully paid and nonassessable share
of common stock, par value $.01 per share, of ATL Washington.
The Reincorporation Merger and related transactions are
described in the Proxy Statement (the "Proxy Statement") of ATL
Delaware dated April 3, 1995 related to the annual general
meeting of shareholders of ATL Delaware, at which shareholders of
ATL voted to approve the Reincorporation Merger and such transactions.
A Certificate of Merger was filed with the Secretary of State of Delaware,
and Articles of Merger were filed with the Secretary of State of
Washington, on May 11, 1995, each relating to the Reincorporation Merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 4. Not Applicable
Item 5. Not Applicable
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the
Registrant may indemnify and hold harmless to the fullest extent
permitted by the Washington Business Corporation Act (the "WBCA")
or other applicable law each person who was or is made a party to
or is threatened to be made a party to or is involved (including,
without limitation, as a witness) in any actual or threatened
action, suit or other proceeding, whether civil, criminal,
derivative, administrative or investigative, by reason of the
fact that he or she is or was a director, officer, employee or
agent of the Registrant or, being or having been such a director,
officer, employee or agent, he or she is or was serving at the
request of the Registrant as a director, officer, employee,
agent, trustee, or in any other capacity of another Registrant or
of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action or omission in an
official capacity or in any other capacity while serving as a
director, officer, employee, agent, trustee or in any other
capacity, against all expense, liability and loss (including,
without limitation, attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974 excise taxes or penalties
and amounts to be paid in
Page 2
<PAGE>
settlement) actually or reasonably incurred or suffered by such person
in connection therewith. The WBCA includes a provision (Section 23B.08.320
of the Revised Code of Washington) that permits a corporation to limit
a director's liability to the corporation or its shareholders for monetary
damages for his or her acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self
dealing or illegal corporate loans or distributions, or any
transaction from which the director personally benefits. Such
indemnification may continue as to a person who has ceased to be
a director, officer, employee or agent of the Registrant and
shall inure to the benefit of his or her heirs and personal
representatives.
The Registrant may pay the expenses of a director, officer,
employee or agent of the Registrant incurred in defending any
such proceeding in advance of the final disposition of any such
proceeding; provided, however, that the payment of such expenses
in advance of the final disposition of a proceeding shall be made
to or on behalf of a director, officer, employee or agent only
upon delivery to the Registrant of an undertaking, by or on
behalf of such director, officer, employee or agent, to repay all
amounts so advanced if it shall ultimately be determined that
such director, officer, employee or agent is not entitled to be
indemnified under the Registrant's Articles of Incorporation or
otherwise, which undertaking may be unsecured and may be accepted
without reference to financial ability to make repayment.
No indemnification shall be provided under the Registrant's
Articles of Incorporation to any such person if the Registrant is
prohibited by the provisions of the WBCA or other applicable law
as then in effect from paying such indemnification. The WBCA
(Sections 23B.08.500 through 23B.08.600 of the Revised Code of
Washington) authorizes a court to award, or a corporation's Board
of Directors to grant, indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities arising under the WBCA.
In addition, the Registrant maintains an insurance policy
insuring its directors and officers for certain acts or omissions
while acting in their official capacities.
Item 7. Not Applicable
Item 8. EXHIBITS
Exhibit
Number Description
23.1 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (see signature page)
Item 9. Undertakings.
(h) Insofar as indemnification for liabilities arising
under the WBCA 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 WBCA
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 of whether such indemnification by it is against public
policy as expressed in the WBCA and will be governed by the final
adjudication of such issue.
Page 3
<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 post-
effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bothell,
State of Washington, on this 10th day of August, 1995.
ADVANCED TECHNOLOGY LABORATORIES, INC.
By /s/ Dennis C. Fill
----------------------
Dennis C. Fill
Chairman and Chief Executive Officer
The Plan. Solely with respect to the Registrant's Incentive
Savings and Stock Ownership Plan and pursuant to the requirements
of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this post-
effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bothell,
State of Washington, on this 10th day of August, 1995.
INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
By /s/ Harvey N. Gillis
--------------------------------
Harvey N. Gillis, Senior Vice
President and Chief Financial Officer
Page 4
<PAGE>
Power of Attorney
Each person whose signature appears below constitutes and
appoints Dennis C. Fill and W. Brinton Yorks, Jr., and each of
them, his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any amendments to the
Registration Statements, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Dennis C. Fill Chairman of the Board, Chief August 10, 1995
---------------------- Executive Officer and Director
Dennis C. Fill (Principal Executive Officer)
/s/ Kirby L. Cramer Director August 10, 1995
----------------------
Kirby L. Cramer
/s/ Harvey Feigenbaum Director August 10, 1995
----------------------
Harvey Feigenbaum, M.D.
/s/ Eugene A. Larson Director August 10, 1995
----------------------
Eugene A. Larson
/s/ John R. Miller Director August 10, 1995
----------------------
John R. Miller
/s/ Phillip M.Nudelman Director August 10, 1995
----------------------
Phillip M. Nudelman, Ph.D.
/s/ Hary Woolf Director August 10, 1995
----------------------
Harry Woolf, Ph.D
/s/ Harvey N. Gillis Senior Vice President and August 10, 1995
---------------------- Chief Financial Officer
Harvey N. Gillis (Principal Financial Officer)
/s/ Richard S. Totorica Corporate Controller August 10, 1995
---------------------- (Chief Accounting Officer)
Richard S. Totorica
Page 5
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
----------------------------------- -------------
23.1 Consent of KPMG Peat Marwick LLP 7
24.1 Power of Attorney (see signature page) 5
Page 6
<PAGE>
KPMG Peat Marwick Letterhead Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Advanced Tehcnology Laboratories, Inc.:
We consent to the use of our reports incorporated herein by reference.
Our report refers to a change in the method of accounting for
investments by adopting Statement of Financial Accounting
Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities.
/S/ KPMG Peat Marwick LLP
Seattle, Washington
August 8, 1995
Page 7
<PAGE>
