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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 34-1482024
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5960 Heisley Road, Mentor, Ohio 44060
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(Address of Principal Executive Offices, Including Zip Code)
STERIS Corporation
Long-Term Incentive Stock Plan
------------------------------
(Full Title of the Plan)
David C. Dvorak, Esq.
Vice President, General Counsel, and Secretary
STERIS Corporation
5960 Heisley Road, Mentor, Ohio 44060
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(440) 354-2600
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(Name, Address, and Telephone Number, Including Area Code, of Agent For
Service)
Approximate date of offering hereunder:
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As soon as practicable after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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, 3,300,000 shares $26.50625 $87,470,625 $25,803.84
without par value
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<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 September 25, 1998.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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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.
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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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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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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.
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Not applicable.
Item 8. Exhibits.
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See Exhibit Index at page 8.
Item 9. Undertakings.
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(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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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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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 1st day of October,
1998.
STERIS CORPORATION
Registrant
By \s\ Bill R. Sanford
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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.
<TABLE>
<CAPTION>
Name Title
<S> <C>
\s\ Michael Keresman, III
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Michael Keresman, III Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
\s\ Raymond A. Lancaster
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Raymond A. Lancaster Director
\s\ Thomas J. Magulski
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Thomas J. Magulski Director
\s\ J. B. Richey
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J.B. Richey Director
\s\ Jerry E. Robertson
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Jerry E. Robertson Director
\s\ Frank E. Samuel, Jr.
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Frank E. Samuel, Jr. Director
\s\ Bill R. Sanford
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Bill R. Sanford President, Chief Executive Officer and Chairman of
the Board of Directors (Principal Executive Officer)
\s\ Loyal W. Wilson
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Loyal W. Wilson Director
*By \s\ Bill R. Sanford October 1, 1998
---------------------------------
Bill R. Sanford, Attorney-in-Fact
for the Officers and Directors
Signing in the Capacities Indicated
</TABLE>
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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 LLP, Counsel to STERIS
Corporation, is contained in its opinion
filed as Exhibit 5 to this Registration
Statement.
24 Power of Attorney.
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EXHIBIT 5
October 1, 1998
STERIS Corporation
5960 Heisley Road
Mentor, Ohio 44060
Re: STERIS Corporation Form S-8 Registration Statement --
1998 Long-Term Incentive Stock 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 3,300,000 Common Shares, without par value, of STERIS ("STERIS Common
Shares") to be issued from time to time pursuant to the terms of the 1998
Long-Term Incentive Stock Plan (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:
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(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 300,000,000 Common Shares,
of which approximately 68,275,359 STERIS Common Shares were issued and
outstanding as of September 22, 1998, excluding 203,585 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
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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 1998 Long-Term
Incentive Stock Plan and related prospectus 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
September 28, 1998
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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 1,650,000 Common Shares of the Corporation issuable or issued in
connection with the STERIS Corporation 1998 Long-Term Incentive Stock 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 23, 2000.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of this
23rd day of July, 1998.
<TABLE>
<S> <C>
\s\ Michael A. Keresman, III Senior Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial Officer and Principal Accounting
Michael A. Keresman, III Officer)
\s\ Raymond A. Lancaster Director
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Raymond A. Lancaster
\s\ Thomas J. Magulski Director
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Thomas J. Magulski
\s\ J.B. Richey Director
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J.B. Richey
\s\ Jerry E. Robertson Director
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Jerry E. Robertson
\s\ Frank E. Samuel, Jr. Director
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Frank E. Samuel, Jr.
\s\ Bill R. Sanford President, Chief Executive Officer and Chairman
- ------------------------------ of the Board of Directors (Principal Executive Officer)
Bill R. Sanford
\s\ Loyal W. Wilson Director
- ------------------------------
Loyal W. Wilson
</TABLE>
