<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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PROTOCOL SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Oregon 93-0913130
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
------------------------------
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)
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PROTOCOL SYSTEMS, INC.
1994 EMPLOYEE STOCK PURCHASE 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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Amount to Be Registered Proposed Maximum Offering Proposed Maximum Amount of
to Be Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<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.
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<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. 1994
Employee Stock Purchase Plan for which a registration statement on Form S-8
(File No. 33-74384) 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. 33-74384) are hereby incorporated by reference.
Item 8. Exhibits
Number Description
------ -----------
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. 1994 Employee Stock Purchase Plan, as
amended (incorporated herein by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999
filed on August 16, 1999).
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:
1. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
2. 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;
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<PAGE>
3. 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.
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<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]
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<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>
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<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
------- ------- ----
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. 1994 Employee Stock Purchase
Plan, as amended (incorporated herein by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999 filed on August 16, 1999).
<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 1994 Employee Stock Purchase Plan (the "1994 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 1994 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1994 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 1994 Employee Stock Purchase 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
