<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
__________________________
PROTOCOL SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Oregon 93-0913130
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
__________________________
8500 S.W. Creekside Place, Beaverton, Oregon 97008
(503) 526-8500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
__________________________
PROTOCOL SYSTEMS, INC.
1998 STOCK INCENTIVE PLAN
__________________________
Robert F. Adrion
President and Chief Executive Officer
Protocol Systems, Inc.
8500 S.W. Creekside Place, Beaverton, Oregon 97008
(503) 526-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________________
With copies to:
Gregory E. Struxness, Esq.
Ater Wynne LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503) 226-1191
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities to Be Amount to Be Registered Proposed Maximum Proposed Maximum Amount of
Registered Offering Aggregate Offering Price (1) Registration Fee
Price Per Share (1)
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (2)...... 200,000 shares $6.125 $1,225,000 $341
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Including associated Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Preferred Stock Purchase Rights will not
be evidenced or traded separately from the Common Stock.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed in accordance with the provisions of
General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the Protocol Systems, Inc. 1998
Stock Incentive Plan for which a registration statement on Form S-8 (File No.
333-61419) is already effective. Except to the extent that exhibits are filed
herewith the contents of Protocol Systems, Inc.'s registration statement on Form
S-8 (File No. 333-61419) are hereby incorporated by reference.
Item 8. Exhibits
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
5.1 Opinion of Ater Wynne LLP as to the legality of the securities
being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included in signature page in Part II of the
Registration Statement)
99.1 Protocol Systems, Inc. 1998 Stock Incentive Plan, as amended
(incorporated herein by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999 filed on
August 16, 1999).
</TABLE>
Item 9. Undertakings
a. The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
i. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
-2-
<PAGE>
iii. to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that subparagraphs (i)
and (ii) do not apply if the information required to be included
in a post-effective amendment by those subparagraphs is contained
in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
b. The undersigned registrant hereby undertakes that, for the
purpose of determining liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
c. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of
the offering.
d. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
e. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such a director, officer or controlling
person in connection with securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
-3-
<PAGE>
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 authorized,
in the City of Portland, State of Oregon, on the 17th day of October,1999.
PROTOCOL SYSTEMS, INC.
By /s/ Robert F. Adrion
------------------------------
Robert F. Adrion
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert F. Adrion and Craig M. Swanson and each of
them singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (including post-effective
amendments), 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
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
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 dates indicated.
[Signatures on following page]
-4-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert F. Adrion President , Chief Executive Officer and 10/17/99
- ------------------------- Director (Principal Executive Officer)
Robert F. Adrion
/s/ Craig M. Swanson Vice President, Finance and Business 10/17/99
- ------------------------- Development, Chief Financial Officer
Craig M. Swanson and Secretary (Principal Financial Officer)
/s/ David F. Bolender Chairman of the Board 10/17/99
- -------------------------
David F. Bolender
/s/ Frank E. Samuel, Jr. Director 10/17/99
- -------------------------
Frank E. Samuel, Jr.
/s/ Ronald S. Newbower Director 10/17/99
- -------------------------
Ronald S. Newbower
Director
- -------------------------
Steven E. Wynne
/s/ Curtis M. Stevens Director 10/17/99
- -------------------------
Curtis M. Stevens
</TABLE>
-5-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit No.
------- ------- -----
<S> <C> <C>
5.1 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion
filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney (included in signature page in Part II
of the Registration Statement)
99.1 Protocol Systems, Inc. 1998 Stock Incentive Plan, as
amended (incorporated herein by reference to Exhibit 10.2
to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999 filed on August 16, 1999).
</TABLE>
<PAGE>
Exhibit 5.1
ATER WYNNE LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503)226-1191 (phone)
(503)226-0079 (fax)
October 17, 1999
Board of Directors
Protocol Systems, Inc.
8500 S.W. Creekside Place
Beaverton, OR 97008
Gentlemen:
In connection with the registration of 200,000 shares of common stock, par
value $.01 per share (the "Common Stock"), of Protocol Systems, Inc., an Oregon
corporation (the "Company"), under the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on October 18, 1999, and the
proposed offer and sale of the Common Stock pursuant to the terms of the
Company's 1998 Stock Incentive Plan (the "1998 Plan"), we have examined such
corporate records, certificates of public officials and officers of the Company
and other documents as we have considered necessary or proper for the purpose of
this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the 1998 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1998 Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the above-
mentioned registration statement.
Very truly yours,
/s/ Ater Wynne LLP
Ater Wynne LLP
<PAGE>
Exhibit 23.2
Independent Accountants' Consent
The Board of Directors
Protocol Systems, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Protocol Systems, Inc. (under the 1998 Stock Incentive Plan) to register
200,000 shares of common stock of Protocol Systems, Inc. of our report dated
January 22, 1999, relating to the consolidated balance sheets of Protocol
Systems, Inc. and subsidiaries as of December 31, 1998, and the related
consolidated statements of operations and comprehensive income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, and all related financial statement schedules, which report
appears in the December 31, 1998 Annual Report on Form 10-K of Protocol Systems,
Inc.
/s/ KPMG LLP
KPMG LLP
Portland, Oregon
October 15, 1999
