As filed with the Securities and Exchange Commission on July 22,
1997
Registration No. 333-
-------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SOFAMOR DANEK GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1580052
(State of Incorporation) (I.R.S. Employer
Identification No.)
1800 Pyramid Place
Memphis, Tennessee 38132
(Address of principal executive offices)
SOFAMOR DANEK GROUP, INC.
1993 LONG-TERM INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
RICHARD E. DUERR, JR.
Vice President, General Counsel and Secretary
1800 Pyramid Place
Memphis, Tennessee 38132
(901) 396-2695
(Name, address and telephone number of agent for service)
- --------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount To Be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
To Be Offering Aggregate Fee
Registered Price Per Offering
Share(2) Price
<S>
Options and
Shares, Common
Stock, no <C> <C> <C> <C>
par value 2,500,000 shares $46.7188 $116,796,875 $35,392.99
</TABLE>
(1) The Registrant registered 800,000 shares on a Form S-8
filed with the Securities and Exchange Commission (the
"Commission") on April 9, 1993, Commission File No. 33-60840.
The Registrant registered 1,700,000 additional shares on a Form
S-8 filed with the Commission on July 7, 1994, Commission File
No. 33-81300 and registered 1,000,000 additional shares on a Form
S-8 filed with the Commission on October 26, 1995, Commission
File No. 33-98580. On April 29, 1997, the Registrant's
stockholders approved an increase from 3,500,000 to 6,000,000
shares issuable pursuant to options granted under the Plan. The
Registrant is registering the additional 2,500,000 shares
reserved for issuance under the Plan pursuant to this
Registration Statement.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) based upon the average
high and low prices of the Common Stock on the New York Stock
Exchange on July 21, 1997.
Pursuant to Rule 462 of the 1933 Act, the Registration
Statement on Form S-8 shall be effective upon filing with the
Commission.
INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statements on
Form S-8, Commission File Nos. 33-60840, 33-81300 and 33-98580,
are incorporated herein by reference.
ITEM 8. EXHIBITS
Exhibit Number Description
-------------- -----------
5 Opinion and Consent of Waring
Cox, PLC
10.31 Sofamor Danek Group, Inc. 1993
Long-Term Incentive Plan, as
amended (incorporated by
reference to the Registrant's
Annual Report on Form 10-K for
fiscal years ending December 31,
1996, filed with the Commission
on March 24, 1997)
23.1 Consent of Waring Cox, PLC
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand
L.L.P.
24 Powers of Attorney
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
the City of Memphis, State of Tennessee, on the 22nd of July,
1997.
SOFAMOR DANEK GROUP, INC.
By:/s/E.R. Pickard
__________________________
E. R. Pickard, Chairman
and Chief Executive
Officer
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.
NAME TITLE DATE
/s/E.R. Pickard Chairman, Chief Executive July 22, 1997
_______________________ Officer and Director
E. R. Pickard (Principal Executive Officer)
/s/James J. Gallogly President, Chief Operating July 22, 1997
_______________________ Officer and Director
James J. Gallogly
/s/Laurence Y. Fairey Executive Vice President July 22, 1997
_________________________ and Chief Financial Officer
Laurence Y. Fairey (Principal Financial and
Accounting Officer)
/s/J. Mark Merrill Vice President and Treasurer July 22, 1997
_________________________
J. Mark Merrill
* Executive Vice President
_________________________ and Director July 22, 1997
Marie-Helene Plais, M.D.
* Director July 22, 1997
_________________________
L. D. Beard
NAME TITLE DATE
* Director July 22, 1997
__________________________
George W. Bryan, Sr.
* Director July 22, 1997
__________________________
Robert A. Compton
* Director July 22, 1997
__________________________
Samuel F. Hulbert, Ph.D.
* Director July 22, 1997
__________________________
Yves Paul Cotrel, M.D.
* Director July 22, 1997
__________________________
George F. Rapp, M.D.
* By: /s/J. Mark Merrill
____________________
J. Mark Merrill
Attorney-in-Fact
July 21, 1997
Sofamor Danek Group
1800 Pyramid Place
Memphis, Tennessee 38132
RE: Registration Statement on Form S-8 of Sofamor Danek
Group, Inc.
Ladies and Gentlemen:
We have acted as securities counsel for Sofamor Danek Group,
Inc., an Indiana corporation (the "Company"), in connection with
the Company's Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to the Securities Act of
1933, as amended, relating to the Company's 1993 Long-Term
Incentive Plan, as amended (the "Plan"). This opinion is being
furnished in response to Item 601 of Regulation S-K and the
instructions to Form S-8.
We are familiar with the proceedings to date with respect to
the proposed offering and have examined such records, documents
and matters of law and satisfied ourselves as to such matters of
fact as we have considered relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing
under the laws of the State of Indiana.
2. The Plan has been duly and validly authorized and
adopted, and the 6,000,000 shares of Common Stock of the Company
(the "Shares") that may be issued and sold from time to time upon
the exercise of options granted in accordance with the Plan have
been duly authorized for issuance and will, when issued, sold and
paid for in accordance with the Plan, be validly issued, fully
paid and non-assessable.
The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of Tennessee, and we are
expressing no opinion as to the effect of the laws of any other
jurisdiction.
In rendering the foregoing opinion, we have relied to the
extent we deem such reliance appropriate as to certain matters on
statements, representations and other 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 Statement.
Very truly yours,
WARING COX, PLC
Consent of Independent Accountants
We consent to the incorporation by reference in the registration
statement of Sofamor Danek Group, Inc. on Form S-8 (Sofamor Danek
Group, Inc. 1993 Long-Term Incentive Plan, as amended) of our
report dated January 31, 1997, on our audits of the consolidated
financial statements and consolidated financial statement schedule
of Sofamor Danek Group, Inc. and Subsidiaries as of December 31,
1996 and 1995, and for the three years in the period ended December
31, 1996, which were filed with the Securities and Exchange
Commission in the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Memphis, Tennessee
July 21, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Mark Merrill,
Laurence Y. Fairey and Richard E. Duerr, Jr., and each of them,
with full power to act without the other, 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 to the
Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
DATE: July 21, 1997 /s/Marie-Helene Plais
-------------------------
Marie-Helene Plais, M.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Mark Merrill,
Laurence Y. Fairey and Richard E. Duerr, Jr., and each of them,
with full power to act without the other, 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 to the
Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
DATE: July 21, 1997 /s/Robert A. Compton
----------------------
Robert A. Compton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Mark Merrill,
Laurence Y. Fairey and Richard E. Duerr, Jr., and each of them,
with full power to act without the other, 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 to the
Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
DATE: July 21, 1997 /s/L. D. Beard
----------------------
L. D. Beard
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Mark Merrill,
Laurence Y. Fairey and Richard E. Duerr, Jr., and each of them,
with full power to act without the other, 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 to the
Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
DATE: July 21, 1997 /s/George W. Bryan, Sr.
-----------------------
George W. Bryan, Sr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Mark Merrill,
Laurence Y. Fairey and Richard E. Duerr, Jr., and each of them,
with full power to act without the other, 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 to the
Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
DATE: July 21, 1997 /s/Yves Paul Cotrel
-----------------------
Yves Paul Cotrel, M.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Mark Merrill,
Laurence Y. Fairey and Richard E. Duerr, Jr., and each of them,
with full power to act without the other, 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 to the
Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
DATE: July 21, 1997 /s/Samuel F. Hulbert
------------------------
Samuel F. Hulbert, Ph.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Mark Merrill,
Laurence Y. Fairey and Richard E. Duerr, Jr., and each of them,
with full power to act without the other, 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 to the
Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
DATE: July 21, 1997 /s/George F. Rapp
--------------------
George F. Rapp, M.D.
