<PAGE> 1
As filed with the Securities and Exchange Commission on March 16, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
__________________________
CONMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation or Organization)
16-0977505
(I.R.S. Employer Identification No.)
310 Broad Street
Utica, New York 13501
(Address of Principal Executive Offices, Including Zip Code)
Birtcher Medical Systems, Inc. 1990 Equity Incentive Plan
Birtcher Medical Systems, Inc. 1992 Employee Stock Option Plan
Birtcher Medical Systems, Inc. 1992 Non-Employee Director Option Plan
(Full Title of the Plans)
Eugene R. Corasanti
President, Chief Executive Officer
and Chairman of the Board
310 Broad Street
Utica, New York 13501
(Name and Address of Agent For Service)
(315) 797-8375
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to be Amount to be Price Per Offering Registration
Registered Registered Share<F2> Price<F2> Fee
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 86,120<F1> $19.88 $1,712,066 $591.00
<FN>
<F1>
Based on the expected issuance of 82,132 shares under the
1990 Equity Incentive Plan, 988 shares under the 1992
Employee Stock Option Plan and 3,000 shares under the
1992 Non-Employee Director Option Plan.
<F2>
Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) based upon the
average of the high and low prices reported on March 13,
1995.
</FN>
</TABLE>
<PAGE>
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted pursuant to the instructions and provisions of Form S-8.
<PAGE>
<PAGE> 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) and (b) below are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 30, 1994.
(b) The description of the Registrant's Common
Stock which is contained in its Registration Statement on Form
8-A, dated August 4, 1987, filed under the 1934 Act, including
any amendments or reports filed for the purpose of updating
such description.
In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock which is registered
hereby and which may be issued by the Registrant pursuant to
the exercise of options granted under the Stock Option
Agreement will be passed on by Steates Remmell Steates &
Dziekan, New Hartford, New York, counsel to the Registrant.
Robert E. Remmell, a partner of Steates Remmell Steates &
Dziekan, is the Assistant Secretary and a director of the
Registrant.
Item 6. Indemnification of Directors and Officers.
Section 722 of the New York Business Corporation Law
(the "BCL") provides that a corporation may indemnify an
officer or director, in the case of third party actions,
against judgments, fines, amounts paid in settlement and
reasonable expenses and, in the case of derivative actions,
against amounts paid in settlement and reasonable expenses, if
the director or officer "acted, in good faith, for a purpose
which he reasonably believed to be in . . . the best interests
of the corporation" and, in the case of criminal actions, in
addition, "had no reasonable cause to believe that his conduct
was unlawful." Statutory indemnification may not be provided
in derivative actions in respect of a threatened action, or a
pending action which is settled or otherwise disposed of, or
any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation, unless and only
to the extent that the court in which the action was brought,
or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the
settlement and expenses as the court deems proper.
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<PAGE> 2
As contemplated by BCL Section 721, the Registrant's
By-laws, as amended on December 26, 1990, provide a broader
basis for indemnification in accordance with and as permitted
by BCL Article 7.
Section 6.6 of the By-Laws of the Registrant
(referred to in the By-Laws as the "Corporation")
provides as follows:
Section 6.6. Indemnification. The Corporation
shall indemnify each person made or threatened to be
made a party to any action or proceeding, whether
civil or criminal, by reason of the fact that such
person or such person's testator or intestate is or
was a director or officer of the Corporation, or
serves or served at the request of the Corporation,
any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred in connection
with such action or proceeding, or any appeal
therein, provided that no such indemnification shall
be made if a judgment or other final adjudication
adverse to such person establishes that his or her
acts were committed in bad faith or were the result
of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or
that he or she personally gained in fact a financial
profit or other advantage to which he or she was not
legally entitled, and provided further that no such
indemnification shall be required with respect to
any settlement or other nonadjudicated disposition
of any threatened or pending action or proceeding
unless the Corporation has given its prior consent
to such settlement or other disposition.
The Corporation may advance or promptly
reimburse upon request any person entitled to
indemnification hereunder for all expenses,
including attorneys' fees, reasonably incurred in
defending any action or proceeding in advance of the
final disposition thereof upon receipt of an
undertaking by or on behalf of such person to repay
such amount if such person is ultimately found not
to be entitled to indemnification or, where
indemnification is granted, to the extent the
expenses so advanced or reimbursed exceed the amount
to which such person is entitled, provided, however,
that such person shall cooperate in good faith with
any request by the Corporation that common counsel
be utilized by the parties to an action or
proceeding who are similarly situated unless to do
so would be inappropriate due to actual or potential
differing interests between or among such parties.
Anything in these by-laws to the contrary
notwithstanding, no elimination of this by-law, and
no amendment of this by-law adversely affecting the
right of any person to indemnification or
advancement of expenses hereunder shall be effective
until the 60th day following notice to such person
of such action, and no elimination of or amendment
to this by-law shall deprive any person of his or
her rights hereunder arising out of alleged or
actual occurrences, acts or failures to act prior to
such 60th day.
<PAGE>
The Corporation shall not, except by
elimination or amendment of this by-law in a manner
consistent with the preceding paragraph, take any
corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any
person to, indemnification in accordance with the
provisions of this by-law. The indemnification of
any person provided by this by-law shall continue
after such person has ceased to be a director,
officer or employee of the Corporation and shall
inure to the benefit of such person's heirs,
executors, administrators and legal representatives.
<PAGE>
<PAGE> 3
The Corporation is authorized to enter into
agreements with any of its directors, officers or
employees extending rights to indemnification and
advancement of expenses to such person to the
fullest extent permitted by applicable law as it
currently exists, but the failure to enter into any
such agreement shall not affect or limit the rights
of such person pursuant to this by-law, it being
expressly recognized hereby that all directors,
officers and employees of the Corporation, by
serving as such after the adoption hereof, are
acting in reliance hereon and that the Corporation
is estopped to contend otherwise.
In case any provision in this by-law shall be
determined at any time to be unenforceable in any
respect, the other provisions shall not in any way
be affected or impaired thereby, and the affected
provision shall be given the fullest possible
enforcement in the circumstances, it being the
intention of the Corporation to afford indemnifica-
tion and advancement of expenses to its directors,
officers and employees, acting in such capacities or
in the other capacities mentioned herein, to the
fullest extent permitted by law.
For purposes of this by-law, the Corporation
shall be deemed to have requested a person to serve
an employee benefit plan where the performance by
such person of his or her duties to the Corporation
also imposes duties on, or otherwise involves
services by, such person to the plan or participants
or beneficiaries of the plan, and excise taxes
assessed on a person with respect to an employee
benefit plan pursuant to applicable law shall be
considered indemnifiable expenses. For purposes of
this by-law, the term "Corporation" shall include
any legal successor to the Corporation, including
any corporation which acquires all or substantially
all of the assets of the Corporation in one or more
transactions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 By-Laws (incorporated herein by reference to
Exhibit A in the Registrant's Current Report on
Form 8-K, dated March 8, 1991 (File No. 0-16093)).
4.2 1992 Amendment to Certificate of Incorporation
and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit
3.2 in the Registrant's Annual Report on Form
10-K for the year ended December 25, 1992).
4.3 Warrant to Purchase Common Stock, dated
August 31, 1989, issued by the Registrant to
Zimmer, Inc. covering 300,000 shares of Common
Stock (incorporated herein by reference to
Exhibit 4.6 in the Registrant's Registration
Statement on Form S-2 (File No. 33-40455)).
5 Opinion of Steates Remmell Steates & Dziekan
with respect to the securities being registered
hereunder.
<PAGE>
<PAGE> 4
23.1 Consent of Steates Remmell Steates & Dziekan
(included in the opinion filed as Exhibit 5
hereto).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (included as the signature
page of the Registration Statement).
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 (the
"Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this 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 by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the 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 the 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 Act, each
filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
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.
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(c) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
<PAGE>
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Utica,
State of New York, on this 15th day of March, 1995.
CONMED Corporation
By:/s/Eugene R. Corasanti
Name: Eugene R. Corasanti
Title: President, Chief
Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints
Eugene R. Corasanti, Robert D. Shallish, Jr. and Joseph J.
Corasanti and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities indicated on
the 15th day of March, 1995.
Signature Title
/s/Eugene R. Corasanti President, Chief Executive
Eugene R. Corasanti Officer and Chairman of
the Board
(Principal Executive Officer)
/s/Robert D. Shallish, Jr. Vice President - Finance
Robert D. Shallish, Jr. (Principal Financial and Accounting Officer)
/s/Harry Cone Director
Harry Cone
/s/Robert E. Remmell Director
Robert E. Remmell
/s/Bruce F. Daniels Director
Bruce F. Daniels
/s/Joseph J. Corasanti Director
Joseph J. Corasanti
<PAGE>
<PAGE> 7
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Pages
4.1 By-Laws (incorporated herein by
reference to Exhibit A in the
Registrant's Current Report on Form
8-K, dated March 8, 1991 (File No.
0-16093)).
4.2 1992 Amendment to Certificate of
Incorporation and Restated
Certificate of Incorporation
(incorporated herein by reference
to Exhibit 3.2 in the Registrant's
Annual Report on Form 10-K for the
year ended December 25, 1992).
4.3 Warrant to Purchase Common Stock,
dated August 31, 1989, issued by
the Registrant to Zimmer, Inc.
covering 300,000 shares of Common
Stock (incorporated herein by
reference to Exhibit 4.6 in the
Registrant's Registration Statement
on Form S-2 (File No. 33-40455)).
5 Opinion of Steates Remmell Steates
& Dziekan with respect to the
securities being registered
hereunder).
23.1 Consent of Steates Remmell Steates
& Dziekan (included in the opinion
filed as Exhibit 5 hereto.
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (included as the
signature page of the Registration
Statement).
<PAGE> 1
Exhibit 5
[STEATES REMMELL STEATES AND DZIEKAN]
March 14, 1995
CONMED Corporation
310 Broad Street
Utica, New York 13501
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of up to 91,571 shares (the "Securities") of Common Stock, par
value $.01 per share, of CONMED Corporation, a New York corporation (the
"Company"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon
the basis of such examination, we advise you that, in our opinion, when the
registration statement on Form S-8 relating to the Securities (the
"Registration Statement") has become effective under the Act, the terms of
the sale of the Securities have been duly established in conformity with the
Company's certificate of incorporation, and the Securities have been duly
issued and sold as contemplated by the Registration Statement, the Securities
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of this Act.
Very truly yours,
/s/ F. Paul Steates
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1995, which appears
on page F-1 of the 1994 Annual Report on Form 10-K of CONMED Corporation.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Syracuse, New York
March 14, 1995
