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As filed with the Securities and Exchange Commission on December 6, 1996
Registration No. 333-
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POLYMEDICA INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-3033368
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
11 State Street, Woburn, Massachusetts 01801
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(Address of principal executive offices) (Zip code)
1990 STOCK OPTION PLAN
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(Full title of the plan)
John K.P. Stone III, Esq., Hale and Dorr
60 State Street, Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 933-2020
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock, 400,000 $4.1875(1) $1,675,000(1) $508.00
$.01 par value shares
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act, and based on the
average of the high and low prices of the Common Stock as reported by Nasdaq on
December 3, 1996.
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Statement of Incorporation by Reference
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This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 33-48130 filed by the
Registrant on June 1, 1992, relating to the Registrant's 1990 Stock Option Plan.
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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 Town of Woburn, Commonwealth of Massachusetts, on this 29th
day of November, 1996.
POLYMEDICA INDUSTRIES, INC.
By: /s/ Steven J. Lee
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Steven J. Lee
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PolyMedica Industries, Inc.,
hereby severally constitute and appoint Steven J. Lee, Eric G. Walters and John
K.P. Stone, III and any of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement and generally
to do all such things in our name and behalf in our capacities as officers and
directors to enable PolyMedica Industries, Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Steven J. Lee Chairman, President, ) November 29, 1996
- ------------------------- Chief Executive Officer )
Steven J. Lee and Director (Principal )
Executive Officer) )
)
)
)
/s/ Eric G. Walters Chief Financial Officer ) November 29, 1996
- ------------------------- (Principal Financial and )
Eric G. Walters Accounting Officer) )
)
)
/s/ Richard H. Bard Director ) November 29, 1996
- ------------------------- )
Richard H. Bard )
)
)
/s/ Thomas S. Soltys, Jr. Director ) November 29, 1996
- ------------------------- )
Thomas S. Soltys, Jr. )
)
)
/s/ Daniel S. Bernstein Director ) November 29, 1996
- ------------------------- )
Daniel S. Bernstein )
)
)
/s/ Frank W. LoGerfo Director ) November 29, 1996
- ------------------------- )
Frank W. LoGerfo )
)
)
/s/ Marcia J. Hooper Director ) November 29, 1996
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Marcia J. Hooper )
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EXHIBIT INDEX
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Exhibit
Number
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4.1 (1) Restated Articles of Organization of the Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (1) Specimen certificate for shares of Common Stock, $.01 par value
per share, of the Registrant
5.1 Opinion of Hale and Dorr.
23.1 Consent of Hale and Dorr (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included in the signature pages of this
Registration Statement).
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(1) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-45425).
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Exhibit 5.1
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HALE AND DORR
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . FAX 617-526-5000
December 5, 1996
PolyMedica Industries, Inc.
11 State Street
Woburn, Massachusetts 01801
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 400,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of PolyMedica Industries, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's 1990 Stock Option Plan (the "Plan").
We have examined the Certificate of Incorporation and By-Laws of the
Company, and all amendments thereto, the Registration Statement, all pertinent
records of the meetings of the directors and stockholders of the Company and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, it is our opinion that the Shares of Common Stock
covered by the Registration Statement to be issued under the Plan have been duly
authorized for issuance, and when issued and paid for in accordance with the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated May 29, 1996, except as to the information
presented in Note Q for which the date is June 25, 1996 on our audit of the
consolidated financial statements of PolyMedica Industries, Inc.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
December 6, 1996
