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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
NEW YORK 16-0977505
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
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310 BROAD STREET
UTICA, NEW YORK 13501
(315) 797-8375
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
EUGENE R. CORASANTI, CHAIRMAN OF THE BOARD AND PRESIDENT
CONMED CORPORATION
310 BROAD STREET
UTICA, NEW YORK 13501
(315) 797-8375
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
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ROBERT B. HIDEN, JR., ESQ. ROBERT E. REMMELL, ESQ. FREDERICK W. KANNER, ESQ.
SULLIVAN & CROMWELL STEATES REMMELL STEATES & DZIEKAN DEWEY BALLANTINE
250 PARK AVENUE 4 OXFORD CROSSING, SUITE 104 1301 AVENUE OF THE AMERICAS
NEW YORK, NY 10177 NEW HARTFORD, NY 13413 NEW YORK, NY 10019
(212) 558-4000 (315) 724-6175 (212) 259-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
33-65287
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Aggregate Price Aggregate Registration
to be Registered Registered Per Unit Offering Price Fee
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Common Stock, par value
$ 0.01 per share........ 345,000(1) $22.00 $7,590,000 $2,618
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(1) Includes 45,000 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
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EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act
of 1933, as amended. The contents of Registration Statement No. 33-65287 are
hereby incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Utica and State of New
York, on the 14th day of March, 1996.
CONMED CORPORATION
By: /s/ Eugene R. Corasanti
NAME: EUGENE R. CORASANTI
TITLE: PRESIDENT, CHIEF EXECUTIVE
OFFICER AND
CHAIRMAN OF THE BOARD
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ Eugene R. Corasanti President, Chief Executive Officer and March 14, 1996
EUGENE R. CORASANTI Chairman of the Board (Principal Executive
Officer)
/s/ Robert D. Shallish, Jr. Vice President-Finance and Chief Financial March 14, 1996
ROBERT D. SHALLISH, JR. Officer (Principal Financial Officer)
/s/ Joseph J. Corasanti Vice President-Legal Affairs, General Counsel March 14, 1996
JOSEPH J. CORASANTI and Director
/s/ Luke A. Pomilio
LUKE A. POMILIO Controller (Principal Accounting Officer) March 14, 1996
/s/ Harry Cone
HARRY CONE Director March 14, 1996
/s/ Robert E. Remmell
ROBERT E. REMMELL Director March 14, 1996
/s/ Bruce F. Daniels
BRUCE F. DANIELS Director March 14, 1996
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INDEX TO EXHIBITS
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SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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5.1 Opinion of Steates Remmell Steates & Dziekan with respect to the
securities being issued hereunder.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Mansperger Patterson & McMullin, CPA's.
23(d) Consent of Arthur Andersen LLP.
23(e) Consent of Steates Remmell Steates & Dziekan (included in the opinion
filed as Exhibit 5.1 hereto).
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EXHIBIT 5.1
[STEATES REMMELL AND STEATES LETTERHEAD GOES HERE]
March 14, 1996
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 3,852,500 shares (the "Shares") 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 Statements relating to the Shares have become effective
under the Act and the Shares have been duly issued and sold as contemplated by
the Registration Statements, the Shares 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 Statements and to the reference to us under the heading "Validity
of Common Stock" in the Prospectus. We also consent to the incorporation by
reference of this opinion into a registration statement relating to the same
class of securities covered by such registration statement that is filed with
respect to the same offering pursuant to Rule 462(b) under the Act. 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 the Act.
Very truly yours,
/s/ Robert E. Remmell
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EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 3, 1995 (except as to Note 13, which is as of December 18, 1995)
appearing on Page F-1 of CONMED Corporation's Annual Report on Form 10-K/A for
the year ended December 30, 1994. We also consent to the incorporation by
reference of our report dated January 29, 1996, which appears on page 1 of
Exhibit 99 of the Current Report on Form 8-K filed February 26, 1996. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule which appears on page 15 of Exhibit 99 of such Current Report
on Form 8-K. We also consent to the reference to us under the heading "Experts"
in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Syracuse, New York
March 14, 1996
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EXHIBIT 23(B)
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated August 19, 1994, with respect to the financial
statements and schedules of Birtcher Medical Systems, Inc., included in the
Registration Statement on Form S-3 and related Prospectus of CONMED Corporation
for the registration of 3,852,500 shares of its common stock. We also consent
to the incorporation by reference of our aforementioned report into a
registration statement relating to the same class of securities covered by
this registration statement that is filed with respect to the same offering
pursuant to Rule 462(b) under the Securities Act of 1933.
/s/ Ernst & Young LLP
Irvine, California
March 14, 1996
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EXHIBIT 23(C)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 of our report dated June 15,
1995, with respect to the financial statements and supplemental schedules of The
Master Medical Corporation for the year ended December 31, 1994, and to the
references to us under the heading "Experts" in such Prospectus.
We also consent to the incorporation by reference of our aforementioned report
into a registration statement relating to the same class of securities covered
by this registration statement that is filed with respect to the same offering
pursuant to Rule 462(b) under the Securities Act of 1933.
/s/ Mansperger, Patterson & McMullin
MANSPERGER, PATTERSON & MCMULLIN, CPA'S
Tempe, Arizona
March 14, 1996
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EXHIBIT 23(D)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated February 14, 1996 on the consolidated balance sheets of New
Dimensions In Medicine, Inc. (a Delaware corporation) and subsidiaries as of
December 31, 1995 and December 31, 1994 and the related consolidated statements
of operations, stockholders' equity and cash flows for the year ended December
31, 1995 and for the ten-week period ended December 31, 1994 and our report
dated February 24, 1995 on the consolidated balance sheets of NDM Acquisition
Corp. (a Minnesota corporation and a wholly owned subsidiary of MEI Diversified
Inc.) and subsidiaries as of October 14, 1994 and December 31, 1993 and 1992 and
the related consolidated statements of operations, stockholder's equity and cash
flows for the period ended October 14, 1994 and the years ended December 31,
1993 and 1992, incorporated by reference in this registration statement. We also
consent to the references to us under the heading "Experts" in the Prospectus.
/s/ Arthur Anderson LLP
Cincinnati, Ohio
March 14, 1996
