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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
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)
Nonqualified Stock Option Agreement
between STERIS Corporation and Les C. Vinney
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(Full Title of the Plans)
David C. Dvorak, Esq.
Senior 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
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<S> <C> <C> <C> <C>
Common Shares, 90,000 shares $13.8125 $1,243,125 $328.19
without par value
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</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,
2000;
(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, 2000; 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 preceding 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 offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(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 23/rd/ day of June, 2000.
STERIS CORPORATION
Registrant
By: /s/ David C. Dvorak
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David C. Dvorak, Attorney-in-Fact for
Bill R. Sanford, Chief Executive Officer and
Chairman of the Board of Directors
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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
Laurie Brlas Senior Vice President and Chief Financial
Officer
Raymond A. Lancaster Director
J. B. Richey Director
Jerry E. Robertson Director
Frank E. Samuel, Jr. Director
Bill R. Sanford Chief Executive Officer and Chairman of
the Board of Directors
Les C. Vinney President and Chief Operating Officer,
Director
Loyal W. Wilson Director
By: /s/ David C. Dvorak
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David C. Dvorak, Attorney-in-Fact
for the Officers and Directors
Signing in the Capacities Indicated
June 23, 2000
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
4.1 1992 Amended Articles of Incorporation of STERIS
Corporation, as amended on May 14, 1996, November 6, 1996,
and August 6, 1998 (filed as Exhibit 3.1 to Form 10-K filed
for the fiscal year ended March 31, 2000, and incorporated
herein by reference).
4.2 1992 Amended Regulations of STERIS Corporation (filed as
Exhibit 3.2 to Form 10-K filed for the fiscal year ended
March 31, 1998, and incorporated herein by reference).
5.1 Opinion of Counsel Concerning Legality.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thompson Hine & Flory LLP, Counsel to STERIS
Corporation, is contained in its opinion filed as Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney.
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