<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STERIS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
OHIO
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(State or Other Jurisdiction of Incorporation or Organization)
34-1482024
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(I.R.S. Employer Identification No.)
5960 HEISLEY ROAD, MENTOR, OHIO 44060-1868
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(Address of Principal Executive Offices) (Zip Code)
STERIS CORPORATION 401(k) PLAN
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(Full Title of the Plan)
MICHAEL A. KERESMAN, III,
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
SECRETARY
STERIS CORPORATION, 5960 HEISLEY ROAD, MENTOR, OHIO 44060-1868
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(Name and Address of Agent For Service)
216-354-2600
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share* Offering Price* Registration Fee*
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<S> <C> <C> <C> <C>
Common Shares, 1,000,000 $29 $29,000,000 $10,000
without par value
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<FN>
* Pursuant to Rule 457 of the Securities Act of 1933, figures are based on
the average of the high and low prices for STERIS Common Shares as
reported on the Nasdaq National Market System as of July 31, 1996.
</TABLE>
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REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration Statement
represents the registration of additional securities of the same class as those
registered on Registration Statement No. 33-55976 on Form S-8 filed by STERIS
Corporation ("STERIS") with the Securities and Exchange Commission (the
"Commission") on December 21, 1992.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents filed with the Commission by STERIS (File No.
0-20165) are incorporated herein by reference: (a) STERIS's Registration
Statement No. 33-55976 on Form S-8 filed with the Commission on December 21,
1992 and (b) STERIS's Registration Statement No. 333-1610 on Form S-4 filed
with the Commission on April 1, 1996.
The following documents filed with the Commission by AMSCO
International, Inc. ("AMSCO") (File No. 1-10705) are incorporated herein by
reference: (a) AMSCO's Annual Report of Form 10-K for the fiscal year ended
December 31, 1995 filed with the Commission on March 26, 1996 and (b) AMSCO's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996,
filed with the Commission on May 3, 1996.
Item 5. Interests of Named Experts and Counsel
Roy L. Turnell, a partner of Thompson, Hine and Flory, P.L.L., is
Assistant Secretary of STERIS Corporation.
Item 9. Undertakings
The undersigned registrant hereby undertakes to submit the STERIS
Corporation 401(k) Plan, as amended, (the "Plan") to the Internal Revenue
Service ("IRS") in a timely manner and will make all changes required by the
IRS in order to qualify the Plan.
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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 Mentor, State of Ohio, on this 7th day of
August, 1996.
STERIS CORPORATION,
Registrant
/s/ Michael A. Keresman, III
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Michael A. Keresman, III, Senior Vice
President, Chief Financial Officer
and Secretary
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.
<TABLE>
<CAPTION>
Title and Description Date
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<S> <C>
Bill R. Sanford, Chairman of the Board, President, Chief Executive August 7, 1996
Officer, and Director (Principal Executive Officer); Michael A.
Keresman, III, Senior Vice President, Chief Financial Officer, and
Secretary (Principal Financial and Accounting Officer); Russell L.
Carson, Director; Raymond A. Lancaster, Director; Thomas J. Magulski,
Director; J.B. Richey, Director; Jerry E. Robertson, Ph.D., Director;
Frank E. Samuel, Jr., Director; Loyal W. Wilson, Director.
</TABLE>
By: /s/ Michael A. Keresman, III
---------------------------------
Michael A. Keresman, III,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of
Ohio, on August 7, 1996.
STERIS CORPORATION 401(k) PLAN
By /s/ Michael F. Pope
---------------------------------
Michael F. Pope
Trust Officer
Key Trust Company of Ohio, N.A.
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<PAGE> 4
STERIS Corporation
Index to Exhibits
<TABLE>
<CAPTION>
Form S-8
Exhibit No. Description Sequential Page No.
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<S> <C> <C>
4.1 1992 Amended Articles of Incorporated herein by reference to
Incorporation of STERIS Corporation Exhibit 4.2 to the Registration
as amended by the 1996 Amendment Statement on Form S-3 filed on
June 21, 1996
15.1 Letter of Arthur Andersen LLP re:
Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Thompson Hine &
Flory P.L.L.
24.1 Powers of Attorney
</TABLE>
WP3-11674.1 06/14/96 -4-
<PAGE> 1
Exhibit 15.1
August 1, 1996
Mr. Michael A. Keresman
Chief Financial Officer
STERIS Corporation
5960 Heisley Road
Mentor, Ohio 44060-1868
Dear Mr. Keresman:
We are aware that STERIS Corporation has incorporated by reference in its
Registration Statement on Form S-8 the AMSCO International, Inc. Form 10-Q for
the quarter ended March 31, 1996, which includes our report dated April 10,
1996, covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, that report is not
considered a part of the registration statement prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 and related Prospectus pertaining to the STERIS Corporation 401(k)
Plan of our report dated April 22, 1996, with respect to the consolidated
financial statements and schedule of STERIS Corporation included in its Annual
Report (Form 10-K) for the year ended March 31, 1996, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cleveland, Ohio
July 31, 1996
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement (Form S-8) of the STERIS
Corporation of our report dated January 31, 1996 (except with respect to the
matter discussed in Note 18, as to which the date is March 21, 1996) included
in the AMSCO International, Inc. Form 10-K for the year ended December 31,
1995, and to all references to our Firm included in this registration statement.
Pittsburgh, Pennsylvania /s/ Arthur Andersen
August 1, 1996
ARTHUR ANDERSEN LLP
<PAGE> 1
Exhibit 23.3
CONSENT OF THOMPSON HINE & FLORY P.L.L.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our opinion dated December 21, 1992
included as Exhibit 5(a) to Registration Statement No. 33-55976.
/s/ Thompson Hine & Flory P.L.L.
THOMPSON, HINE & FLORY P.L.L.
August 7, 1996
<PAGE> 1
Exhibit 24.1
STERIS CORPORATION
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POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 17, 1996.
/s/ Russell L. Carson
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STERIS CORPORATION
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POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 18, 1996.
/s/ Raymond A. Lancaster
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<PAGE> 3
STERIS CORPORATION
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POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 17, 1996.
/s/ Thomas J. Magulski
------------------------------
<PAGE> 4
STERIS CORPORATION
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POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 19, 1996.
/s/ J.B. Richey
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<PAGE> 5
STERIS CORPORATION
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POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 19, 1996.
/s/ Jerry E. Robertson
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<PAGE> 6
STERIS CORPORATION
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POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 23, 1996.
/s/ Frank E. Samuel, Jr.
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<PAGE> 7
STERIS CORPORATION
------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 16, 1996.
/s/ Bill R. Sanford
------------------------------
<PAGE> 8
STERIS CORPORATION
------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of STERIS Corporation ("STERIS"), an Ohio corporation, which
anticipates filing with the Securities and Exchange Commission, Washington, D.C.
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8, with respect to the issuance of STERIS Common Shares
which will be issued and sold pursuant to the STERIS Corporation 401(k) Plan
(the "Plan") (or under a new employee 401(k) plan which may be adopted), hereby
constitutes and appoints Bill R. Sanford, Michael A. Keresman, III and Roy L.
Turnell, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution, for and in the name, place, and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand as of July 17, 1996.
/s/ Loyal W. Wilson
------------------------------
