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As filed with the Securities and Exchange Commission on July 24, 1997.
Registration Statement No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
STERIS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-1482024
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5960 Heisley Road, Mentor, Ohio 44060
(Address of Principal Executive Offices, Including Zip Code)
STERIS Corporation 1997 Stock Option Plan
(Full Title of the Plan)
----------
David C. Dvorak
Vice President, General Counsel,
and Secretary,
STERIS Corporation
5960 Heisley Road, Mentor, Ohio 44060
(216) 354-2600
(Name, Address, and Telephone Number, Including Area Code, of
Agent For Service)
----------
Approximate date of offering hereunder: As soon as practicable after the
effective date of this Registration Statement.
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title Of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered Share * Price * Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 1,697,415 $35.25 $59,833,879.00 $18,131.00
- -----------------------------------------------------------------------------------------------------------------------
<FN>
* Pursuant to Rule 457(c) 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 21,
1997.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by STERIS Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended March 31,
1997;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act") since March 31, 1997; and
(c) The description of the Common Shares, without par value, of the Company
("STERIS Common Shares") contained in the registration statement on
Form 8-A filed under the 1934 Act.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, 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 part
hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Roy L. Turnell, a partner in the law firm of Thompson, Hine
and Flory, L.L.P., is Assistant Secretary of STERIS Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is an Ohio corporation. Under the Ohio General
Corporation Law ("Ohio Law"), Ohio corporations are permitted to indemnify
directors, officers, employees, and agents within prescribed limits and must
indemnify them under certain circumstances. Ohio Law does not authorize the
payment by a corporation of judgments against a director, officer, employee, or
agent after a finding of negligence or misconduct in a derivative suit absent a
court order determining that such person is fairly and reasonably entitled to
indemnification. Indemnification is required, however, to the extent such person
succeeds on the merits. In all other cases, if it is determined that a director,
officer, employee, or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation,
indemnification is discretionary except as otherwise provided by a corporation's
articles of incorporation, code of regulations, or contract, except with respect
to the advancement of expenses of directors.
The Company's Amended Regulations provide that the Company
will, in all actions other than derivative actions, indemnify any director,
officer, employee, or agent of the Company, or any person serving as
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a director, trustee, officer, employee, or agent of another entity at the
request of the Company, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit, or proceeding unless it is proved by clear and
convincing evidence that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the Company or
undertaken with reckless disregard for the best interests of the Company. With
respect to derivative actions, the Company's Amended Regulations provide that
the Company will indemnify any director, officer, employee, or agent of the
Company, or any person serving as a director, officer, employee, or agent of
another entity at the request of the Company, against expenses actually and
reasonably incurred in the defense and settlement of the action unless it is
proved by clear and convincing evidence that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Company or undertaken with reckless disregard for the best interests of the
Company. Notwithstanding the proceeding sentence, the Company will indemnify
such directors, officers, employees, and agents in a derivative action if the
court in which the action was brought determines that, despite the proof but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses as the court shall deem proper.
The statutory right to indemnification is not exclusive in
Ohio, and Ohio corporations may, among other things, purchase insurance to
indemnify those person. The Company's Amended Regulations likewise provide that
the Company may purchase insurance to indemnify directors, officers, employees,
or agents of the Company.
With respect to the advancement of expenses, Ohio Law provides
that a director (but not an officer, employee, or agent) is entitled to
mandatory advancement of expenses, including attorneys' fees, incurred in
defending any action, including derivative actions, brought against the
director, provided that the director agrees to cooperate with the corporation
concerning the matter and to repay the amount advanced if it is proven by clear
and convincing evidence that his act or failure to act was done with deliberate
intent to cause injury to the corporation or with reckless disregard for the
corporation's best interests. The Company's Amended Regulations provide that the
Company will advance expenses to a director (unless the action or suit is one in
which the liability of the director under Section 1701.95 of the Ohio Law is the
only liability asserted), officer, employee, or agent of the Company is
defending any actions, suit, or proceeding, whether derivative or otherwise,
provided that such director, officer, employee, or agent agrees to both (a)
repay the amount advanced if it is proven by clear and convincing evidence that
his or her action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Company or undertaken with reckless
disregard for the best interests of the Company and (b) to cooperate with the
Company concerning the action, suit, or proceeding.
Under the terms of the Company's directors' and officers'
liability and company reimbursement insurance policy, the directors and officers
of the Company are insured against certain liabilities which may arise in their
individual capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index at page 7.
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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, as amended (the "1933 Act");
(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, represents a fundamental change in the information set
forth in the 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) do not
apply if 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 1934 Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act 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.
* * * * * *
(h) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the 1933 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 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 1933
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 the 24th day of July, 1997.
STERIS CORPORATION
Registrant
By /s/ Bill R. Sanford
-----------------------------------
Bill R. Sanford,
President and Chief Executive Officer,
Chairman of the Board of Directors
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title
Michael Keresman, III Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Raymond A. Lancaster Director
Thomas J. Magulski Director
J.B. Richey Director
Jerry E. Robertson Director
Frank E. Samuel, Jr. Director
Bill R. Sanford President, Chief Executive Officer and Chairman of
the Board of Directors (Principal Executive Officer)
Loyal W. Wilson Director
*By /s/ Bill R. Sanford July 24, 1997
-------------------------------------------
Bill R. Sanford, Attorney-in-Fact
for the Officers and Directors
Signing in the Capacities Indicated
Signing in the Capacities Indicated
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4(a) Amended Articles of Incorporation of STERIS Corporation filed as
Exhibit 4.2 to the Registration Statement on Form S-3 filed June 21,
1996, and incorporated herein by reference.
4(b) Amended Regulations of STERIS Corporation filed as Exhibit 3(b) .4(b)
to Form 10-Q filed for the quarter ended June 30, 1992, and
incorporated herein by reference.
5 Opinion of Counsel Concerning Legality
23(a) Consent of Ernst & Young L.L.P.
23(b) Consent of Thompson Hine & Flory L.L.P., Counsel to STERIS
Corporation, is contained in its opinion filed as Exhibit 5 to this
Registration Statement.
24 Powers of Attorney.
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EXHIBIT 5
July 24, 1997
STERIS Corporation
5960 Heisley Road
Mentor, Ohio 44060
Re: STERIS Corporation Form S-8 Registration Statement --
1997 STERIS Stock Option Plan ("Plan")
Ladies and Gentlemen:
STERIS Corporation ("STERIS") is filing with the Securities and Exchange
Commission a Registration Statement on Form S-8 (the "Registration Statement")
for the registration, under the Securities Act of 1933, as amended, of 1,697,415
Common Shares, without par value, of STERIS ("STERIS Common Shares") to be
issued from time to time under the Plan.
Item 601 of Regulation S-K and the instructions to Form S-8 require that an
opinion of counsel concerning the legality of the securities to be registered be
filed as an exhibit to a Form S-8 registration statement if the securities are
original issue shares. This opinion is provided in satisfaction of that
requirement as it relates to the Registration Statement.
In rendering this opinion, we have examined the following:
A. A copy of STERIS's current Amended Articles of Incorporation
and Amended Regulations.
B. The records of the proceedings incorporating STERIS under the
laws of the State of Ohio, records of other proceedings and
public officials concerning the present status of STERIS as a
corporation and records of the proceedings of STERIS's Board
of Directors and shareholders concerning authorization of
STERIS Common Shares and approval of the Plan.
We have examined such other records and documents, and obtained such other
information, as we have deemed advisable in order to render this opinion.
As a result of the foregoing, we are of the opinion that:
(1) STERIS is a corporation validly organized and existing and in
good standing under the laws of the State of Ohio.
(2) STERIS is authorized to issue 100,000,000 Common Shares, of
which approximately 33,984,000 Common Shares were issued and
outstanding as of March 31, 1997, excluding 255,000 treasury
shares. When issued, the STERIS Common Shares which are the
subject of the registration statement will be legally issued,
fully paid and non-assessable.
We hereby consent to the use and filing of this opinion in connection with the
Registration Statement.
Very truly yours,
Thompson Hine & Flory L.L.P.
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the STERIS Corporation 1997 Stock Option Plan and related
prospectus of our report dated April 21, 1997, 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, 1997, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
July 22, 1997
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EXHIBIT 24
STERIS CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed
hereto has made, constituted and appointed, and by these presents does hereby
make, constitute and appoint, David C. Dvorak, Bill R. Sanford, Michael A.
Keresman, III, and Roy L. Turnell, his true and lawful attorney, for him and in
his name, place and stead to affix, as attorney-in-fact, his signature as
Director or Officer or both, as the case may be, of STERIS Corporation, an Ohio
corporation (the "Corporation"), to any and all registration statements and
amendments thereto filed with the Securities and Exchange Commission with
respect to 1,697,415 Common Shares of the Corporation issuable or issued in
connection with the 1997 STERIS Stock Option Plan, giving and granting unto each
such attorney-in-fact full power and authority to do and perform every act and
thing whatsoever necessary to be done in the premises, as fully as he might or
could do if personally present, hereby ratifying and confirming all that each
such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not apply to any registration statement or
amendment filed after July 24, 1999.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of this
24th day of July, 1997.
/s/ Michael A. Keresman, III Senior Vice President and
- --------------------------------- Chief Financial Officer
Michael A. Keresman, III (Principal Financial Officer and
Principal Accounting Officer)
/s/ Raymond A. Lancaster Director
- ---------------------------------
Raymond A. Lancaster
/s/ Thomas J. Magulski Director
- ---------------------------------
Thomas J. Magulski
/s/ J.B. Richey Director
- ---------------------------------
J.B. Richey
/s/ Jerry E. Robertson Director
- ---------------------------------
Jerry E. Robertson
/s/ Frank E. Samuel, Jr. Director
- ---------------------------------
Frank E. Samuel, Jr.
/s/ Bill R. Sanford President, Chief Executive Officer and
- --------------------------------- Chairman of the Board of Directors
Bill R. Sanford (Principal Executive Officer)
/s/ Loyal W. Wilson Director
- ---------------------------------
Loyal W. Wilson
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