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As filed with the Securities and Exchange Commission on September 17, 1998
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 and Counsel
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 Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 shares $ 83.56 (2) $125,340,000 (2) $36,975 (2)
============================================================================================================================
</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 July 22, 1997, the Registrant
registered 2,500,000 additional shares on a Form S-8 filed with the
Commission, Commission File No. 333-31789. On May 20, 1998, the
Registrant's shareholders approved an increase from 6,000,000 to
7,500,000 shares issuable under the Plan. The registrant is registering
the additional 1,500,000 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 September 15, 1998.
Pursuant to Rule 462 of the 1933 Act, the Registration Statement on
Form S-8 shall be effective upon filing with the Commission.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statements on Form S-8,
Commission File Nos. 33-60840, 33-81300, 33-98580 and 333-31789 are
incorporated herein by reference.
PART II
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
10 Sofamor Danek Group, Inc. 1993 Long-Term Incentive Plan, as
amended (incorporated by reference to the Registrant's Annual
Report on form 10-K/A filed on May 4, 1998 with the Commission)
23(a) Consent of Baker, Donelson, Bearman & Caldwell (included in
Exhibit 5)
23(b) Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney (included on signature page)
</TABLE>
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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 the City of Memphis, State of Tennessee, on the 16th of
September, 1998.
SOFAMOR DANEK GROUP, INC.
By: /s/ E. R. Pickard
--------------------------------------------------
E. R. Pickard, Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Mark Merrill, George G. Griffin, III
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 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 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.
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ E. R. Pickard Chairman, Chief Executive Office
- ------------------------------ and Director (Principal Executive
E. R. Pickard Officer) September 16, 1998
/s/ Robert A. Compton President, Chief Operating Officer
- ------------------------------ and Director September 16, 1998
Robert A. Compton
/s/ George G. Griffin, III Chief Financial Officer and Executive
- ------------------------------ Vice President (Principal Financial
George G. Griffin, III and Accounting Officer) September 16, 1998
/s/ Marie-Helene Plais, M.D. Executive Vice President and
- ------------------------------ Director September 16, 1998
Marie-Helene Plais, M.D.
/s/ L. D. Beard Director September 16, 1998
- ------------------------------
L. D. Beard
/s/ George W. Bryan, Sr. Director September 16, 1998
- ------------------------------
George W. Bryan, Sr.
/s/ Yves Paul Cotrel, M.D. Director September 16, 1998
- ------------------------------
Yves Paul Cotrel, M.D.
</TABLE>
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<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ James J. Gallogly Director September 16, 1998
- --------------------------------
James J. Gallogly
/s/ Samuel F. Hulbert, Ph.D. Director September 16, 1998
- --------------------------------
Samuel F. Hulbert, Ph.D.
/s/ George F. Rapp, M.D. Director September 16, 1998
- --------------------------------
George F. Rapp, M.D.
</TABLE>
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EXHIBIT 5
OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL
LAW OFFICES
BAKER, DONELSON, BEARMAN & CALDWELL
A Professional Corporation
First Tennessee Building
165 Madison Avenue
Suite 2000
Memphis, Tennessee 38103
September 16, 1998
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 Sofamor Danek Group,
Inc. 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
shares of Common Stock of the Company (the "Shares") that may be issued and sold
pursuant to 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 express 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. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL
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EXHIBIT 23(b)
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to 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 February 2, 1998, on our audits
of the consolidated financial statements and consolidated financial statement
schedule of Sofamor Danek Group, Inc. and Subsidiaries as of December 31, 1997
and 1996, and for the three years in the period ended December 31, 1997, which
were filed with the Securities and Exchange Commission in the Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
Memphis, Tennessee
September 17, 1998
