As filed with the Securities and Exchange Commission on October 31, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LUNAR CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1200501
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
313 West Beltline Highway
Madison, Wisconsin 53713
(Address of principal executive offices)
LUNAR CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
Richard B. Mazess, President
Lunar Corporation
313 West Beltline Highway
Madison, Wisconsin 53713
(Name and address
of agent for service)
(608) 274-2663
(Telephone number, including area
code, of agent for service)
Copy to:
Jim L. Kaput
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
CALCULATION OF REGISTRATION FEE
- -------------- ----------------- ---------- -------------- ------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit Price Fee
- -------------- ----------------- ---------- -------------- ------------
Common Stock,
par value $.01
per share 750,000 shares(1) $35.875(2) $26,906,250(2) $9,278.02
- -------------- ----------------- ---------- -------------- ------------
(1) Also registered hereby are such additional and indeterminate number of
shares as many become issuable because of the provisions of the Plan
relating to adjustments for changes resulting from stock dividends, stock
splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of Common Stock of the Registrant
on the Nasdaq National Market System on October 24, 1995.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Lunar Corporation (the
"Company") for the year ended June 30, 1995.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since June 30, 1995.
(c) The description of the Company's Common Stock, $.01 par value
(the "Common Stock"), which is contained in a registration statement on Form
8-A filed under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates
of filing of such documents (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon
for the Company by Carl E. Gulbrandsen, Ph.D., J.D., Corporate General Counsel
and Secretary of the Company. Dr. Gulbrandsen is an executive officer and
employee of the Company and holds options to purchase shares of its Common
Stock. As an executive officer and employee, Dr. Gulbrandsen may receive
additional options to purchase shares of Common Stock, which shares will be
registered under this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article IX of the Company's By-Laws, directors and officers of
the Company are entitled to mandatory indemnification from the Company against
certain liabilities and expenses (a) to the extent such officers or directors
are successful in the defense of a proceeding and (b) in proceedings in which
the director or officer is not successful in the defense thereof, unless it is
determined the director or officer breached or failed to perform his duties to
the Company and such breach or failure constituted: (i) a willful failure to
deal fairly with the Company or its shareholders in connection with a matter in
which the director or officer had a material conflict of interest, (ii)
a violation of criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful, (iii) a transaction from which
the director or officer derived an improper personal profit, or (iv) willful
misconduct. The Company's By-Laws provide that the Company may purchase and
maintain insurance on behalf of an individual who is a director or officer of
the Company against liability asserted against or incurred by such individual
in his or her capacity as a director or officer regardless of whether the
Company is required or authorized to indemnify or allow expenses to the
individual against the same liability under the By-Laws.
The Wisconsin Business Corporation Law contains provisions for
mandatory indemnification of directors and officers against certain liabilities
and expenses that are similar to those contained in the Company's By-Laws.
Under Section 180.0828 of the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status as
such directors, except in circumstances paralleling those in clauses (i) through
(iv) in the preceding paragraph. These provisions pertain only to breaches of
duty by directors as directors and not in any other corporate capacity, such as
officers. As a result of such provisions, shareholders may be unable to
recover monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable remedies are found
not to be available to shareholders in any particular case, shareholders may
not have any effective remedy against the challenged conduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The 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.
(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,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(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 registration statement is on Form S-3 or Form S-8 and 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 Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, 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 Madison, State of
Wisconsin, on this 31st day of October, 1995.
LUNAR CORPORATION
By: Richard B. Mazess
---------------------------------
Richard B. Mazess, Ph.D.
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard B. Mazess and Robert A. Beckman,
and each of them, his true and lawful attorney-in-fact and agent, 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 to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 31, 1995.
Name Title
- ---- -----
Richard B. Mazess
- ------------------------ President and
Richard B. Mazess, Ph.D. Director (Principal
Executive Officer)
Robert A. Beckman
- ------------------------ Vice President of
Robert A. Beckman Finance (Principal
Financial and
Accounting Officer)
Samuel E. Bradt
- ------------------------- Director
Samuel E. Bradt
John W. Brown
- ------------------------- Director
John W. Brown
Reed Coleman
- ------------------------- Director
Reed Coleman
John Kapoor
- ------------------------- Director
John Kapoor, Ph.D.
Malcolm R. Powell
- ------------------------- Director
Malcolm R. Powell, M.D.
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
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Exhibit
Number Document Description
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4.1 Articles of Amendment and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the Company's
Form S-1 Registration Statement (Registration No. 33-35372))
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to
the Company's Form 10-K for the year ended June 30, 1993, File No.
0-18643)
5.1 Opinion of Carl E. Gulbrandsen*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 The consent of Carl E. Gulbrandsen is contained in his opinion filed
as Exhibit 5.1 to this Registration Statement*
25.1 Powers of Attorney for certain officers and directors (contained on
the signature page of this Registration Statement)*
* Filed herewith.
Exhibit 5.1
October 30, 1995
LUNAR Corporation
313 West Beltline Highway
Madison, WI 53713
Re: LUNAR Corporation -- 750,000 Shares of
Common Stock, par value $.01 per share
Ladies and Gentlemen:
I am Corporate General Counsel of LUNAR Corporation, a Wisconsin
corporation (the "Company"). I am familiar with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of 750,000 shares of Common Stock, par
value $.01 per share (the "Shares"), of the Company in connection with the
Lunar Corporation Amended and Restated Stock Option Plan (the "Plan").
I am also familiar with the Articles of Amendment and Restated Articles of
Incorporation, the By-laws of the Company and the proceedings to date with
respect to the proposed issuance and sale of the Shares. In this connection,
I have examined originals or copies of originals certified to my satisfaction,
of such documents, certificates and records, have examined such questions of law
and have satisfied myself as to such matters of fact as I have considered
relevant and necessary as a basis for the opinions set forth herein. I have
assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, the legal capacity of all natural persons and
the conformity with the original documents of any copies thereof submitted to
me for my examination.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Wisconsin.
2. The Shares will, when certificates representing the Shares shall have
been duly executed, countersigned and registered and delivered against
receipt by the Company of the consideration provided in the Plan, be
legally issued, fully paid and nonassessable, except to the extent
that such Shares are assessable as provided in Section 180.0622 of the
Wisconsin Business Corporation Law.
This opinion is limited to the laws of the State of Wisconsin. I do not
find it necessary for the purposes of this opinion to cover, and accordingly I
express no opinion as to, the application of the securities or blue sky laws of
the various states to the issuance and sale of the Shares.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part
of the Registration Statement.
Yours very truly,
Carl E. Gulbrandsen
Carl E. Gulbrandsen
Corporate General Counsel
Exhibit 23.1
The Board of Directors
Lunar Corporation
We consent to incorporation by reference in the registration statement on Form
S-8 of Lunar Corporation of our reports dated August 4, 1995, relating to the
consolidated balance sheets of Lunar Corporation and subsidiaries as of June
30, 1995 and 1994, and the related consolidated statements of income,
shareholders' equity, and cash flows and the related financial statement
schedule for each of the years in the three-year period ended June 30, 1995,
which reports appear in or are incorporated by reference in the June 30, 1995
annual report on Form 10-K of Lunar Corporation.
KPMG Peat Marwick LLP
Chicago, Illinois
October 30, 1995
