As Filed: July 1, 1996 SEC File No.
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SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SURGICAL TECHNOLOGIES, INC.
---------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0468225
- ------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2801 South Decker Lake Lane
Salt Lake City, Utah 84119 84119
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(Address of Principal Executive Offices) (Zip Code)
Nonqualified Stock Options
- -----------------------------------------------------------------
(Full title of the plan)
Todd B. Crosland, 2801 South Decker Lake Lane, Salt Lake City, Utah 84119
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(Name and address of agent for service)
(801) 974-5555
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share price registration
fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 30,000 $2.00 $60,000 $100.00
</TABLE>
[FN]
(1) Pursuant to rule 416, there are also being registered such additional
securities as may become issuable as a result of antidilution provisions.
Page 1 of consecutively numbered pages,
including exhibits pages through .
SURGICAL TECHNOLOGIES, INC.
Cross Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Form S-8 and the prospectus incorporated
as part of this registration statement.
<TABLE>
<CAPTION>
Registration Statement Item Number and Heading Prospectus Heading
- ---------------------------------------------- ------------------
<S> <C>
1. Plan Information....................................Section 10(a)
Prospectus
2. Registrant Information and Employee Plan Annual
Information.........................................Section 10(a)
Prospectus
3. Incorporation of Documents by Reference.............INCORPORATION OF
DOCUMENTS BY
REFERENCE
4. Description of Securities...........................INCORPORATION OF
DOCUMENTS BY
REFERENCE
5. Interests of Named Experts and Counsel..............Not Applicable
6. Indemnification of Directors and Officers...........INDEMNIFICATION
OF DIRECTORS AND
OFFICERS
7. Exemption for Registration Claimed..................Not Applicable
8. Exhibits............................................EXHIBITS
9. Undertakings........................................UNDERTAKINGS
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Surgical Technologies, Inc., a Utah corporation
("Surgical"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act of 1933, as amended (the "Securities
Act"), are hereby incorporated by reference in this Prospectus:
(1) The annual report of Surgical on form 10-K for its fiscal year
ended March 31, 1996;
(2) The description of the Common Stock of Surgical contained in its
registration statement on Form 8-A, SEC File No. 0-18160, filed with the
Commission on December 4, 1989, pursuant to section 12(g) of the Exchange
Act.
All documents filed by Surgical pursuant to sections 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a brief summary of certain indemnification provisions of
Surgical's articles of incorporation, its bylaws, and the general corporation
law of the state of Utah. This summary is qualified in its entirety by
reference to the text thereof.
The articles of incorporation of Surgical provide for indemnification of
Surgical's officers to the full extent permitted by the Utah Revised Business
Corporation Act (the "Utah Law") or any other applicable law that may be in
effect and as set forth in Surgical's bylaws. The articles of incorporation of
Surgical also provide for indemnification of Surgical's officers, employees,
fiduciaries, and agents to the extent provided in Surgical's bylaws or
authorized by the board of directors. Utah Law permits indemnification of
directors if the director acted in good faith and believed his conduct was in,
and not opposed to, the corporation's best interests and, in the case of any
criminal proceeding, such director had no reasonable cause to believe his
conduct was unlawful. Utah Law provides for mandatory indemnification and
court-ordered indemnification to directors and officers in certain
circumstances. Further, under Utah Law, a corporation may indemnify an officer,
employee, fiduciary, or agent who is not a director to a greater extent than
directors, provided such indemnification is not contrary to public policy.
Surgical's bylaws provide for such indemnification to the fullest extent
permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to members of the board of directors, officers, employees, or
persons controlling Surgical pursuant to the foregoing provisions, Surgical has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
EXHIBITS
<TABLE>
<CAPTION>
SEC
Exhibit Reference
No. No. Description Location
<S> <C> <C> <C>
4.01 4 Specimen Common Stock Certificate Incorporated
by reference(1)
5.01 5 & 24 Letter opinion, including consent, of Kruse, Landa & This Filing
Maycock, L.L.C., regarding legality of Common Stock
to be issued pursuant to the Registration Statement.
24.01 24 Consent of Arthur Andersen LLP, auditors for Surgical This Filing
Technologies, Inc.
25.01 25 Powers of Attorney See signature
page to
Registration
Statement
</TABLE>
[FN]
(1)Incorporated by reference from Surgical's registration statement on Form S-4
filed with the Commission, SEC File No. 333-3243.
UNDERTAKINGS
REGULATION S-K
Post-Effective Amendments [Item 512(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, 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.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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.
Filings Incorporating Subsequent Exchange Act Documents by Reference [Item
51(b)]
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 any employee benefit plan's
annual report pursuant to section 15(a) of the Exchange 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.
Filing of Registration Statement on Form S-8 [Item 512(h)]
Insofar as indemnification for liabilities arising under the Securities 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 Securities 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.
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 Salt Lake, state of Utah, on the 21st day of June,
1996.
SURGICAL TECHNOLOGIES, INC.
By /s/ Rex Crosland
----------------------------
Rex Crosland, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Todd B. Crosland and Rockwell D. Schutjer, and
each of them, with power of substitution, as his attorney-in-fact for him, in
all capacities, to sign any amendments to this Registration Statement and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitutes may 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 this 21st day of June, 1996.
/s/ Rex Crosland
------------------------------
Rex Crosland, Chairman, President,
Director, and Chief Executive Officer
(principal executive officer)
/s/ Rockwell D. Schutjer
------------------------------
Rockwell D. Schutjer
Vice President-Operations,
Treasurer, Director
(principal operations officer)
/s/ Todd B. Crosland
------------------------------
Todd B. Crosland
Vice President-Finance, Director
(principal financial and accounting
officer)
------------------------------
Reed Fogg, Director
------------------------------
Donald A. Spring, Director
KRUSE, LANDA & MAYCOCK, L.L.C.
EIGHTH FLOOR, BANK ONE TOWER
50 WEST BROADWAY (300 SOUTH)
SALT LAKE CITY, UTAH 84101-2034
TELEPHONE: (801) 531-7090
ATTORNEYS AT LAW TELECOPY: (801) 359-3954
(801) 531-9892
June 24, 1996
Board of Directors
Surgical Technologies, Inc.
2801 South Decker Lake Lane
Salt Lake City, Utah 84119
Re: Surgical Technologies, Inc.
Registration Statement on Form S-8
Gentlemen:
We have been engaged by Surgical Technologies, Inc. (the "Company"), to
render our opinion respecting the legality of the issuance of certain securities
to be issued pursuant to the registration statement on Form S-8 being filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement"). Capitalized terms used but not defined herein have the same
meanings as set forth in the Registration Statement.
In connection with this engagement, we have examined the following:
(1) Articles of incorporation of the Company;
(2) Bylaws of the Company;
(3) The Registration Statement; and
(4) Unanimous consents of the Company's board of directors.
We have examined such other corporate records and documents and have made
such other examination as we deemed relevant.
Based upon the above examination, we are of the opinion that the Common
Stock to be offered pursuant to the Registration Statement will be, when sold in
accordance with the terms set forth in the Registration Statement, legally
issued, fully paid, and nonassessable under the Utah Revised Business
Corporation Act, as amended.
This firm consents to being named in the Prospectus included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.
Sincerely,
/s/ Kruse, Landa & Maycock, L.L.C.
KRUSE, LANDA & MAYCOCK, L.L.C.
KL&M/KLP:pjc
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated April
12, 1996 incorporated by reference in Surgical Technologies, Inc.'s Annual
Report on Form 10-K for the year ended March 31, 1996 and to all references to
our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Salt Lake City, Utah
June 24, 1996
