<PAGE> 1
- --------------------------------------------------------------------------------
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)
Nonqualified Stock Option Agreement
between STERIS Corporation and John Masefield
---------------------------------------------
Nonqualified Stock Option Agreement
between STERIS Corporation and Thomas J. DeAngelo
-------------------------------------------------
(Full Title of the Plans)
David C. Dvorak, Esq.
Vice President, General Counsel, and Secretary
STERIS Corporation
5960 Heisley Road, Mentor, Ohio 44060
-------------------------------------
(440) 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 PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 115,000 shares $43.625 $5,016,875.00 $1,479.98
without par value
======================================================================================================================
</TABLE>
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------- ----------------------------------------
The following documents filed by STERIS Corporation ("STERIS") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) STERIS's Annual Report on Form 10-K for the year ended March
31, 1998;
(b) All other reports filed by STERIS pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act") since March 31, 1998; and
(c) The description of the Common Shares, without par value, of
STERIS ("STERIS Common Shares") set forth in STERIS's
Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act, including any
amendment or report filed for the purpose of updating that
description.
All reports and other documents subsequently filed by STERIS 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 &
Flory LLP, is Assistant Secretary of STERIS Corporation.
Item 6. Indemnification of Directors and Officers.
- ------- ------------------------------------------
STERIS 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
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<PAGE> 3
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.
STERIS's Amended Regulations provide that STERIS will, in all
actions other than derivative actions, indemnify any director, officer,
employee, or agent of STERIS, or any person serving as a director, trustee,
officer, employee, or agent of another entity at the request of STERIS, 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 STERIS or undertaken with reckless
disregard for the best interests of STERIS. With respect to derivative actions,
STERIS's Amended Regulations provide that STERIS will indemnify any director,
officer, employee, or agent of STERIS, or any person serving as a director,
officer, employee, or agent of another entity at the request of STERIS, 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 STERIS or undertaken with reckless disregard for the best
interests of STERIS. Notwithstanding the proceeding sentence, STERIS 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 persons. STERIS's Amended Regulations likewise provide that STERIS may
purchase insurance to indemnify directors, officers, employees, or agents of
STERIS.
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. STERIS's Amended Regulations provide that STERIS
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 STERIS incurred in defending
any action, 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 action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to STERIS or undertaken with reckless disregard for the best
interests of STERIS and (b) to cooperate with STERIS concerning the action,
suit, or proceeding.
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<PAGE> 4
Under the terms of STERIS's directors' and officers' liability
and company reimbursement insurance policy, the directors and officers of STERIS
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 8.
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
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<PAGE> 5
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.
- 5 -
<PAGE> 6
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 2nd day of June, 1998.
STERIS CORPORATION
Registrant
By: /s/ Roy L. Turnell
------------------------------------
Roy L. Turnell, Attorney-in-Fact for
Bill R. Sanford, President and Chief
Executive Officer, Chairman of the
Board of Directors
- 6 -
<PAGE> 7
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.
<TABLE>
<CAPTION>
Name Title
<S> <C> <C>
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/ Roy L. Turnell
--------------------------------
Roy L. Turnell, Attorney-in-Fact
for the Officers and Directors
Signing in the Capacities Indicated
</TABLE>
June 2, 1998
- 7 -
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
<S> <C> <C>
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 LLP, Counsel to STERIS
Corporation, is contained in its opinion filed as
Exhibit 5 to this Registration Statement.
24 Powers of Attorney.
</TABLE>
- 8 -
<PAGE> 1
[LETTERHEAD OF THOMPSON HINE & FLORY LLP]
EXHIBIT 5
June 2, 1998
STERIS Corporation
5960 Heisley Road
Mentor, Ohio 44060
Re: STERIS Corporation Form S-8 Registration Statement --
Nonqualified Stock Option Agreements between STERIS
Corporation and each of John Masefield and Thomas J.
DeAngelo
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 100,000 Common Shares, without par value, of STERIS ("STERIS Common Shares")
to be issued from time to time pursuant to the terms of a Nonqualified Stock
Option Agreement between STERIS and John Masefield and 15,000 STERIS Common
Shares to be issued from time to time pursuant to the terms of a Nonqualified
Stock Option Agreement between STERIS and Thomas J. DeAngelo (collectively, such
stock option agreements, the "Agreements").
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 Agreements.
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:
<PAGE> 2
(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 34,010,000 STERIS Common Shares were issued and
outstanding as of March 31, 1998, excluding 229,000 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 LLP
- 2 -
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Nonqualified Stock Option Agreement
between STERIS Corporation and John Masefield and the Nonqualified Stock Option
Agreement between STERIS Corporation and Thomas J. DeAngelo and related
prospectuses of our report dated April 20, 1998, 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, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
May 26, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ Bill R. Sanford
----------------------------------
Bill R. Sanford
Chairman of the Board,
President, Chief Executive Officer
<PAGE> 2
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ Michael A. Keresman, III
----------------------------------
Michael A. Keresman, III
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE> 3
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ Raymond A. Lancaster
----------------------------------
Raymond A. Lancaster
Director
<PAGE> 4
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ Thomas J. Magulski
----------------------------------
Thomas J. Magulski
Director
<PAGE> 5
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ J. B. Richey
----------------------------------
J. B. Richey
Director
<PAGE> 6
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ Jerry E. Robertson, Ph.D.
----------------------------------
Jerry E. Robertson, Ph.D.
Director
<PAGE> 7
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ Frank E. Samuel, Jr.
----------------------------------
Frank E. Samuel, Jr.
Director
<PAGE> 8
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and director, of
STERIS Corporation, an Ohio corporation, which proposes to file with the
Securities and Exchange Commission, Washington, D. C. under the provisions of
the Securities and Exchange Act of 1934, as amended, registration statements on
Form S-8 and amendments thereto with respect to Common Shares of the Corporation
issuable or issued in connection with Nonqualified Stock Option Agreements
entered into by the Corporation as of September 17, 1997 with John Masefield and
Thomas DeAngelo, (the "Registration Statements"), hereby constitutes Bill R.
Sanford, Michael A. Keresman, III, David C. Dvorak, 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 Registration Statements, and exhibits thereto, and any and all
amendments thereto, with full power and authority to do and perform any and all
acts whatsoever requisite and necessary to be done in the premises, hereby
ratifying and approving the acts of such attorney or any such substitute.
This Power of Attorney shall not apply to any Registration Statement or
amendment filed after April 22, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of April 23,
1998.
/s/ Loyal W. Wilson
----------------------------------
Loyal W. Wilson
Director
