As Filed With the Securities and Exchange Commission on January 21, 1998
Registration No.333-
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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
International Murex Technologies Corporation
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(Exact name of registrant as specified in its charter)
British Columbia, Canada
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(State or other jurisdiction of incorporation or organization)
N/A
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(I.R.S. employer identification no.)
2255 B. Queen Street, East, Suite 828
Toronto, Ontario, Canada M4E1G3
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(Address of principal executive offices) (Zip code)
International Murex Technologies Corporation Amended and Restated
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Employee Stock Purchase Plan
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(Full title of the plan)
Jill A. Gilmer
Secretary
2255 B. Queen Street, East, Suite 828
Toronto, Ontario, Canada M4E1G3
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(Name and address of agent for service)
(519) 836-8016
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Telephone number, including area code, of agent for service
Copy to:
Bruce A. Rich, Esq.
Reid & Priest LLP
40 W. 57th Street
New York, NY 10019
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Proposed Title maximum maximum
of securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered (1) share(2) price fee
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Common Stock, 500,000
no par value shares $9.34 $4,670,000.00 $1,377.65
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(1) In addition, pursuant to Rule 416(a) under the
Securities Act of 1933, as amended, this registration statement
also covers any additional securities to be offered or issued in
connection with a stock split, stock dividend or similar
transaction.
(2) Estimated for the sole purpose of calculating the
registration fee in accordance with Rule 457(h) under the
Securities Act of 1933, as amended.
<PAGE>
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is prepared pursuant
to General Instruction E to Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
into this Registration Statement:
(a) The Registration Statement on Form S-8 (File No. 33-
69116) of International Murex Technologies Corporation
(the "Company"), as filed with the Securities and
Exchange Commission (the "Commission") on September 13,
1993, to register 100,000 shares of the Common Stock,
no par value ("Common Stock"), underlying the Company's
Employee Stock Purchase Plan.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5* Opinion of Reid & Priest LLP
10 International Murex Technologies Corporation
Amended and Restated Employee
Stock Purchase Plan
(incorporated by reference to
Schedule A to the Company's
Proxy Statement, dated April
3, 1997).
23(a)* Consent of Deloitte & Touche LLP
23(b)* Consent of Reid & Priest LLP (included
in Exhibit 5).
24* Power of Attorney (included on signature page
of this Registration Statement on Form S-8).
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* Filed herewith.
II-1
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SIGNATURES
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
Toronto, British Columbia, Canada on the 16th day of January,
----
1998.
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
By: /s/ C. Robert Cusick
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C. Robert Cusick, President
and Chief Executive Officer
POWER OF ATTORNEY
Each director and/or officer of the Company whose signature
appears below hereby appoints C. Robert Cusick as his attorney-
in-fact to sign in his name and behalf, in any and all capacities
stated below and to file with the Commission, any and all
amendments, including post-effective amendments, to this
Registration Statement.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/C. Robert Cusick President, Chief January 16, 1998
----------------------------- Executive Officer
C. Robert Cusick and Director
/s/Steven C. Ramsey Chief Financial January 16, 1998
----------------------------- Officer
Steven C. Ramsey
/s/ F. Michael P. Warren Chairman of the January 16, 1998
----------------------------- Board
F. Michael P. Warren
/s/J. Trevor Eyton Director January 16, 1998
-----------------------------
J. Trevor Eyton
/s/Thomas L. Gavan Director January 16, 1998
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Thomas L. Gavan
/s/Norbert J. Gilmore Director January 16, 1998
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Norbert J. Gilmore
/s/Jay A. Lefton Director January 16, 1998
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Jay A. Lefton
/s/Hartland M. Macdougall Director January 16, 1998
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Hartland M. Macdougall
/s/Stanley E. Read Director January 16, 1998
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Stanley E. Read
/s/Victor A. Rice Director January 16, 1998
-----------------------------
Victor A. Rice
II-2
<PAGE>
INDEX TO EXHIBITS
INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
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Exhibit
No. Description
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5 Opinion of Reid & Priest LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Reid & Priest LLP
(included in Exhibit 5).
24 Power of Attorney (included on
signature page of this
Registration Statement on Form S-8).
REID & PRIEST LLP
40 West 57th Street
New York, NY 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
(212) 603-6791
New York, New York
December 17, 1997
International Murex Technologies Corporation
2255 B. Queen Street, East, Suite 828
Toronto, Ontario, Canada M4E1G3
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to International Murex
Technologies Corporation, a British Columbia, Canada corporation
(the "Registrant"), in connection with the preparation and filing
of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the
"Commission") in accordance with General Instruction E of Form S-
8, with respect to the registration under the Securities Act of
1933, as amended (the "Act"), of an additional 500,000 shares
(the "Shares") of the Registrant's Common Stock, no par value,
underlying the Registrant's Amended and Restated Employee Stock
Purchase Plan (the "Plan").
For purposes of this opinion, we have examined the
Registration Statement, the Certificate of Incorporation, as
amended, and the By-Laws of the Registrant and such documents,
records, agreements, proceedings and legal matters as we have
deemed necessary to examine. With respect to any documents or
other corporate records which we have examined, we have assumed
the genuineness of all signatures on, and the authenticity of,
all documents submitted to us as originals, and the conformity to
the original documents submitted to us as certified or
photostatic copies.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
1. The Registrant is a corporation duly organized,
validly existing and in good standing under the laws of the
Province of British Columbia, Canada.
2. The Shares included in the Registration Statement,
when issued and delivered in accordance with the Plan and when
the consideration shall have been paid for the Shares in
accordance with the terms of the Plan, will be duly authorized
and validly issued, and fully paid and non-assessable.
We are members of the Bar of the State of New York and
do not hold ourselves out as experts concerning, or qualified to
render opinions with respect to any laws other than the laws of
the State of New York and the Federal laws of the United States.
In connection with opinions expressed herein we have relied as to
matters of law of the Province of British Columbia, Canada upon
the opinion letter of DuMoulin Black. A copy of such opinion
letter is attached hereto and our opinion is subject to the
qualifications and limitations set forth in such opinion, which
limitations and qualifications are incorporated by reference
herein by reference.
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP
Reid & Priest LLP
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[Letterhead of DuMoulin Black]
File No. 602-1-3
December 19, 1997
Reid & Priest LLP
40 West 57th Street
New York, New York
10019
Re: International Murex Technologies Corporation
Registration Statement on Form S-8
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Gentlemen:
We have been requested by International Murex Technologies
Corporation, a British Columbia, Canada corporation
(the "Registrant"), to furnish our legal opinion to you in
connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") in
accordance with General Instruction E of Form S-8, with respect
to the registration under the Securities Act of 1933, as amended
(the "Act"), of an additional 500,000 shares (the "Shares") of
the Registrant's Common Stock, no par value, underlying the
Registrant's Amended and Restated Employee Stock Purchase Plan
(the "Plan").
For purposes of this opinion, we have examined the Registration
Statement, the Certificate of Incorporation, as amended, and
the Articles of the Registrant, and such documents, records,
agreements, proceedings and legal matters as we have deemed
necessary to examine. With respect to any documents or other
corporate records which we have examined, we have assumed the
genuineness of all signatures on, and the authenticity of, all
documents submitted to us as originals, and the conformity to
the originals of all documents submitted to us as certified or
photostatic copies.
Based upon the foregoing and subject to the qualifications stated
herein, we are of the opinion that:
1. The Registrant is a corporation duly organized, validly
existing, and in good standing in respect to the filing of
Annual Reports under the laws of the Province of British
Columbia, Canada.
2. The Shares included in the Registration Statement, when
issued and delivered in accordance with the Plan and when
consideration shall have been paid for the Shares in
accordance with the terms of the Plan, will be duly
authorized and validly issued, and fully paid and non-
assessable.
We understand that you will be relying upon this opinion to
enable you to opine as to the validity of the Shares to be
registered, and that your opinion will be included as an exhibit
to the Registration Statement. We hereby consent to such
reliance.
Very truly yours,
/s/DuMoulin Black
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of International Murex Technologies Corporation (the
"Company") on Form S-8 of our report dated February 21, 1997
appearing in the Annual Report on Form 10-K of the Company for
the year ended December 31, 1996, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
January 9, 1998
