As filed with the Securities and Exchange Commission on September 12, 1997.
Registration No. 33-27609
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAXXIM MEDICAL, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0291634
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10300 49TH STREET NORTH, CLEARWATER, FLORIDA 33762
(Address Principal Executive Offices) (Zip Code)
1995 EMPLOYEE STOCK OPTION PLAN
1997 EMPLOYEE STOCK OPTION PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
SENIOR MANAGEMENT STOCK PURCHASE PLAN
(Full title of the plan)
KENNETH W. DAVIDSON
PRESIDENT
10300 49TH STREET NORTH
CLEARWATER, FLORIDA 33762
(Name and address of agent for service)
(713) 240-5588
(Telephone number, including area code, of agent for service)
COPY TO:
RITA J. LEADER
BOYER, EWING & HARRIS INCORPORATED
NINE GREENWAY PLAZA, SUITE 3100
HOUSTON, TEXAS 77046
(713) 871-2025
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXHIBIT NO. EXHIBIT TITLE
4.7 --Amendment No. 1 to 1995 Employee Stock Option Plan
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
THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THERETO DULY AUTHORIZED, IN THE CITY OF CLEARWATER, STATE OF
FLORIDA, ON SEPTEMBER 12, 1997.
MAXXIM MEDICAL, INC.
By:/s/ KENNETH W. DAVIDSON
Kenneth W. Davidson, Chairman of the
Board, President and Chief Executive
Officer
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS POST-EFFECTIVE AMENDMENT TO ITS REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLES DATE
/s/ Kenneth W. Davidson Chairman of the Board of September 12, 1997
(KENNETH W. DAVIDSON) Directors,President and Chief
Executive Officer
(principal executive officer)
/s/ Peter M.Graham Executive Vice President, September 12, 1997
(PETER M. GRAHAM) Secretary, Treasurer, and Chief
Operating Officer
(principal financial officer)
/s/ Alan S. Blazei Vice President - Controller September 12, 1997
(ALAN S. BLAZEI) (principal accounting officer)
<PAGE>
*/s/ Donald R. DePriest Director September 12, 1997
(DONALD R. DEPRIEST)
*/s/ Peter G. Dorflinger Director September 12, 1997
(PETER G. DORFLINGER)
*/s/ Martin Grabois, M.D. Director September 12, 1997
(MARTIN GRABOIS, M.D.)
*/s/ Ernest J. Henley, PhD. Director September 12, 1997
(ERNEST J. HENLEY, PH.D.)
*/s/ Richard O. Martin Director September 12, 1997
(RICHARD O. MARTIN, PH.D.)
*/s/ Henk R. Wafelman Director September 12, 1997
(HENK R. WAFELMAN)
A power of attorney authorizing Kenneth W. Davidson to execute amendments
to this Registration Statement on behalf of the above named directors was
included in the Registration Statement as originally filed by the Registrant
with the Commission on May 22, 1997.
*By: /s/ KENNETH W. DAVIDSON
(Kenneth W. Davidson
Attorney-in-Fact)
<PAGE>
EXHIBIT 4.7
MAXXIM MEDICAL, INC.
AMENDMENT NO. 1 TO
1995 EMPLOYEE STOCK OPTION PLAN
This Amendment No. 1 to the 1995 Employee Stock Option Plan (the "Plan")
is adopted by the Board of Directors of Maxxim Medical, Inc., a Texas
corporation (the "Company"), effective the 4th day of November, 1996 (the
"Adoption Date").
W I T N E S S E T H:
WHEREAS, the number of shares reserved for issuance under the Plan is
currently insufficient to allow the Stock Option Committee of the Plan (the
ACommittee@) to grant options under the Plan to the employees and in the amounts
it deems desirable and in the best interests of the Company; and
WHEREAS, the Committee believes that allowing certain employees to obtain
options to purchase shares of Common stock under the Plan at this time is
beneficial to the continued success of the Company;
NOW, THEREFORE, the first sentence of Section 2 of the Plan is hereby
amended to read as follows:
A1. AMOUNT OF STOCK. The total number of shares of
Common Stock to be subject to options granted pursuant to this
Plan shall not exceed 512,000 shares.@
This Amendment No. 1 to the 1995 Employee Stock Option Plan is adopted
by the Board of Directors of the Company effective as of the Adoption Date.
