<PAGE> 1
As filed with the Securities and Exchange Commission
on December 14, 1999
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POLYMEDICA CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3033368
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11 STATE STREET, WOBURN, MASSACHUSETTS 01801
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN K.P. STONE III, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 200,000 $15.97(1) $3,194,000.00(1) $844.00
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on the Nasdaq National Market on December 10, 1999 in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
<PAGE> 2
Statement of Incorporation by Reference
---------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-66685 filed by the
Registrant on November 2, 1998, relating to the Registrant's 1998 Stock
Incentive Plan.
2
<PAGE> 3
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 Woburn, Massachusetts, on the 14th day of December,
1999.
PolyMedica Corporation (registrant)
By: /s/ Steven J. Lee
----------------------------------
Steven J. Lee
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
II-1
<PAGE> 4
POWER OF ATTORNEY
We, the undersigned officers and directors of PolyMedica Corporation,
hereby severally constitute Steven J. Lee, Eric G. Walters and John K.P. Stone
III, and each 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 subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable PolyMedica Corporation to comply with all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board of Directors December 14, 1999
/s/ Steven J. Lee and Chief Executive Officer
- ----------------------- (Principal Executive Officer)
Steven J. Lee
Chief Financial Officer and Clerk December 14, 1999
/s/ Eric G. Walters (Principal Financial and
- ----------------------- Accounting Officer)
Eric G. Walters
/s/ Thomas S. Soltys Director December 14, 1999
- -----------------------
Thomas S. Soltys
/s/ Daniel S. Bernstein Director December 14, 1999
- -----------------------
Daniel S. Bernstein
/s/ Frank W. Logerfo Director December 14, 1999
- -----------------------
Frank W. LoGerfo
/s/ Marcia J. Hooper Director December 14, 1999
- -----------------------
Marcia J. Hooper
/s/ Peter K. Hoffman Director December 14, 1999
- -----------------------
Peter K. Hoffman
II-2
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Restated Articles of Organization of the Registrant (1)
4.2 Restated By-Laws of the Registrant (1)
4.3 Specimen Certificate for shares of Common Stock, $.01 par value per
share, of the Registrant (1)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
- -----------------------
(1) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-45425).
<PAGE> 1
Exhibit 5
HALE AND DORR LLP
COUNSELLORS AT LAW
www.haledorr.com
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
December 14, 1999
PolyMedica Corporation
11 State Street
Woburn, MA 01801
Re: 1998 Stock Incentive Plan
-------------------------
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 200,000 shares (the "Shares") of Common Stock, $.01 par
value per share, of PolyMedica Corporation, a Massachusetts corporation (the
"Company"), issuable under the Company's 1998 Stock Incentive Plan (the "Plan").
We have examined the Articles of Organization of the Company, the
By-laws of the Company (each as amended to date), and originals, or copies
certified in our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement 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, photostatic of facsimile copies, and the authenticity of the
originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued and
paid for in accordance with the terms of the Plan and at a price per share in
excess of the par value per share for such Shares, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
WASHINGTON, DC BOSTON LONDON*
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Hale and Dorr LLP Includes Professional Corporations
*an independent joint venture firm
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 6, 1999 relating to the financial
statements of PolyMedica Corporation which appears in PolyMedica Corporation's
Annual Report on Form 10-K for the year ended March 31, 1999.
Boston, Massachusetts
December 13, 1999
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
