As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 33-_______
----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------
ALLIED HEALTHCARE PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 25-1370721
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
1720 Sublette Avenue
St. Louis, Missouri 63110
(Address of Principal Executive Offices)
------------------------------
Allied Healthcare Products, Inc.
1994 Employee Stock Option Plan
(Full Title of the Plan)
------------------------------
JAMES C. JANNING
Chief Executive Officer
Allied Healthcare Products, Inc.
1720 Sublette Avenue
St. Louis, MO 63110
(314) 771-2400
(Name and Address and Telephone Number of Agent for Service)
Copy to:
MATTHEW G. MALONEY, ESQ.
DicksteinShapiro Morin & Oshinsky LLP 2101 L
Street, N.W.
Washington, D.C. 20037
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share (1) Price (1) Registration Fee
- ----------------------------------------------------------------------------------------------
Common Stock, 300,000 $6.9375 $2,081,250 $631
$.01 par value
- ----------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) Computed pursuant to Rule 457 (c) and (h)(1) based on the average of the
high and low prices on November 15, 1996, as reported by the Nasdaq National
Market
The total number of pages contained in this document and exhibits and
attachments thereto is 16 The Exhibit Index is located on sequentially numbered
page 6.
<PAGE>
The Registration Statement (Reg. No. 33-86014) filed by Allied Healthcare
Products, Inc. (the "Registrant") with the Securities and Exchange Commission is
incorporated herein by reference in its entirety.
2
<PAGE>
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 St. Louis, State of Missouri, on November 20,
1996.
ALLIED HEALTHCARE PRODUCTS, INC.
(Registrant)
By:/s/ Barry F. Baker
---------------------------------
Name: Barry F. Baker
Title: Vice President Finance and
Chief Financial Officer
3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 20, 1996.
Signature Title and Position
--------- ------------------
* Chairman of the Board
-------------------
Dennis W. Sheehan
* President, Chief Executive
------------------- Officer and Director
Uma N. Aggarwal (Principal Executive
Officer)
/s/ Barry F. Baker Vice President-Finance and
-------------------- Chief Financial Officer
Barry F. Baker (Principal Financial
and Accounting Officer)
* Director
---------------------
James C. Janning
* Director
---------------------
David A. Gee
* Director
----------------------
Samuel A. Hamacher
* Director
----------------------
Donald E. Nickelson
* Director
----------------------
Robert E. Lefton
Director
----------------------
William A. Peck
*By: /s/ Barry F. Baker
Barry F. Baker
Attorney-in-Fact
-------------------
*Such signature has been affixed pursuant to the following Power of
Attorney:
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, 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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
5
<PAGE>
EXHIBIT INDEX
Page No. in
Sequential
Exhibit No. Description Numbering System
- ----------- ----------- ----------------
4.1 Allied Healthcare Products, Inc. Amendment to
1994 Employee Stock Option Plan (filed with the
Commission as Exhibit 10.28 to the Company's
Annual Report on Form 10-K for the fiscal year
ended June 30, 1996 and incorporated herein by
reference)
5.1 Opinion of Dickstein Shapiro Morin & Oshinsky
LLP re: legality of Common Stock being
registered
23.1 Consent of Dickstein Shapiro Morin & Oshinsky
LLP
(included in 5.1)
23.2 Consent of Price Waterhouse LLP, Independent
Accountants
24.1 Powers of Attorney
E-1
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, DC 20037
November 20, 1996
Allied Healthcare Products, Inc.
1720 Sublette Avenue
St. Louis, Missouri 63110
Re: Allied Healthcare Products, Inc.
1994 Employee Stock Option Plan
Dear Sirs:
We have acted as counsel to Allied Healthcare Products, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 300,000 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), issuable upon the exercise of stock options (the
"Stock Options") granted under the Company's 1994 Employee Stock Option Plan
(the "Plan"). The Common Stock represents authorized and unissued shares of the
Company's common stock.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion.
On the basis of the foregoing, we are of the opinion that:
(i) the Company has taken all necessary corporate action to authorize the
issuance of the Common Stock;
<PAGE>
(ii) the shares of Common Stock to be issued upon the exercise of the Stock
Options are validly authorized and when issued, delivered and paid for in
accordance with the terms of the Plan, the shares of Common Stock so issuable
will be validly issued, fully paid and non-assessable.
No opinion is expressed herein as to the laws of any jurisdiction other
than the federal laws of the United States of America and, to the extent
required by the foregoing opinion, the General Corporation Law of the State of
Delaware.
The foregoing opinion is delivered to you in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin &
Oshinksy LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 21, 1996, except as to Note 14
which is as of September 20, 1996, which appears on page 28 of the 1996 Annual
Report to Shareholders of Allied Healthcare Products, Inc., which is
incorporated by reference in Allied Healthcare Products, Inc.'s Annual Report on
Form 10-K for the year ended June 30, 1996. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which appears on
page S-1 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
St. Louis, Missouri
November 18, 1996
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, 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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
November 14, 1996 /s/Dennis W. Sheehan
---------------------
Dennis W. Sheehan
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, 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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
November 19, 1996 /s/Uma N. Aggarwal
----------------------
Uma N. Aggarwal
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said att orney-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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
November 20, 1996 /s/James C. Janning
-------------------
James C. Janning
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said att orney-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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
November 14, 1996 /s/David A. Gee
----------------
David A. Gee
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said att orney-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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
November 14, 1996 /s/Samuel A. Hamacher
-----------------------
Samuel A. Hamacher
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said att orney-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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
November 14, 1996 /s/Donald E. Nickelson
------------------------
Donald E. Nickelson
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Allied
Healthcare Products, Inc. (the "Corporation") whose signature appears below
constitutes and appoints James C. Janning and Barry F. Baker, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's 1994 Employee Stock
Option Plan and to sign any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said att orney-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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
November 14, 1996 /s/Robert E. Lefton
--------------------
Robert E. Lefton
