<PAGE> 1
As filed with the Securities and Exchange Commission on October 8, 1999
================================================================================
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
APACHE MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 23-2476415
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
1650 Tysons Boulevard, Suite 300
McLean, VA 22102
(703) 847-1400
(Address of Principal Executive Offices)
----------------------------
AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
OF APACHE MEDICAL SYSTEMS, INC.
(Full Title of the Plan)
----------------------------
Peter Gladkin
President and Chief Executive Officer
1650 Tysons Boulevard, Suite 300
McLean, VA 22102
(Name and Address of Agent for Service)
(703) 847-1400
--------------
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel J. Ramos, Esq.
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Be Amount To Be Aggregate Offering Aggregate Offering Registration
Registered Registered Price Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000(1) $1.297(2) $648,500(2) $181
$.01 par value
per share
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) AMOUNT REPRESENTS THE NUMBER OF SHARES ISSUABLE PURSUANT TO THE
AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN OF APACHE MEDICAL
SYSTEMS, INC. IN ADDITION TO THE 1,696,589 SHARES REGISTERED ON
REGISTRATION STATEMENT NO. 333-23731 AND THE 500,000 SHARES
REGISTERED ON REGISTRATION STATEMENT NO. 333-36423. THIS REGISTRATION
STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF COMMON STOCK
WHICH MAY BECOME ISSUABLE BY REASON OF ANY STOCK DIVIDEND, STOCK
SPLIT, RECAPITALIZATION OR OTHER SIMILAR TRANSACTIONS IN ACCORDANCE
WITH RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(c) AND RULE 457(h) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, BASED UPON THE AVERAGE HIGH AND LOW PRICES OF THE
COMMON STOCK AS REPORTED ON THE NASDAQ STOCK MARKED AS OF
October 6, 1999.
<PAGE> 2
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
This Registration Statement relates to the registration of additional
shares under the Amended and Restated Employee Stock Option Plan of APACHE
Medical Systems, Inc. Shares to be issued pursuant to that plan were registered
pursuant to registration statements on Form S-8 (File No. 333-23731 and File No.
333-36423), the contents of which are hereby incorporated by reference into this
registration statement to the extent they present information not otherwise
presented herein.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by APACHE Medical Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by this reference and made a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1998.
(b) Proxy Statement in connection with the Registrant's 1999 Annual
Meeting of Stockholders.
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1999.
(d) Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1999.
(e) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with
the Commission on June 4, 1996, to register the Common Stock of
the Registrant under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purposes of updating such
description.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof,
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- --------------------------------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-20805)).
4.2 Bylaws of the Registrant, as amended (incorporated by reference to
the Registrant's Registration Statement on Form S-1
(File No. 333-04106)).
4.3 Specimen common stock certificate (incorporated by reference to the
Registrant's Registration Statement on Form S-1 (File No.
333-04106)).
5.1 Form of opinion of Shaw Pittman as to the legality of the securities
being registered (filed herewith).
23.1 Consent of Shaw Pittman (filed herewith as part of Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (filed herewith).
23.3 Consent of Arthur Andersen, LLP (filed herewith).
23.4 Consent of KPMG LLP (filed herewith).
24.1 Powers of Attorney (included on signature page).
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C>
99.1 Amended and Restated Employee Stock Option Plan of the Registrant
(incorporated by reference to Exhibit 10.20 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
(File No. 0-20805)).
</TABLE>
4
<PAGE> 5
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 McLean, Virginia, on this 8th day of October, 1999.
APACHE MEDICAL SYSTEMS, INC.
(Registrant)
/s/ PETER GLADKIN
-----------------------
Peter Gladkin
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Peter Gladkin and Karen C. Miller, each acting
individually, 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 any and all amendments to this Registration Statement, 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.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
President and Chief Executive
/s/ Peter Gladkin Officer (Principal Executive October 8, 1999
- ---------------------------------- Officer)
Peter Gladkin
Vice President, Finance and
/s/ Karen C. Miller Chief Financial Officer October 8, 1999
- ---------------------------------- (Principal Financial and
Karen C. Miller Accounting Officer)
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Gerald E. Bisbee, Jr., Ph.D. Director October 8, 1999
- ----------------------------------
Gerald E. Bisbee
/s/ Edward J. Connors Director October 8, 1999
- ----------------------------------
Edward J. Connors
/s/ Richard Dessimoz Director October 8, 1999
- ----------------------------------
Richard Dessimoz
/s/ .Thomas W. Hodson Director October 8, 1999
- ----------------------------------
Thomas W. Hodson
/s/ William A. Knaus, M.D.
- ----------------------------------
William A. Knaus, M.D. Director October 8, 1999
/s/ Lawrence S. Lewin
- ----------------------------------
Lawrence S. Lewin Director October 8, 1999
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- -----------------------------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-20805)).
4.2 Bylaws of the Registrant, as amended (incorporated by reference to
the Registrant's Registration Statement on Form S-1 (File No.
333-04106)).
4.3 Specimen common stock certificate (incorporated by reference to the
Registrant's Registration Statement on Form S-1 (File No.
333-04106)).
5.1 Form of opinion of Shaw Pittman as to the legality of the securities
being registered (filed herewith).
23.1 Consent of Shaw Pittman (filed herewith as part of Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (filed herewith).
23.3 Consent of Arthur Andersen, LLP (filed herewith).
23.4 Consent of KPMG LLP (filed herewith).
24.1 Powers of Attorney (included on signature page).
99.1 Amended and Restated Employee Stock Option Plan of the Registrant
(incorporated by reference to Exhibit 10.20 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
(File No. 0-20805)).
</TABLE>
7
<PAGE> 1
EXHIBIT 5.1
[SHAW PITTMAN LETTERHEAD]
October 8, 1999
APACHE Medical Systems, Inc.
1650 Tysons Boulevard
McLean, Virginia 22102
RE: APACHE MEDICAL SYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to APACHE Medical Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 500,000
shares (the "Shares") of common stock, $0.01 par value, of the Company under the
Amended and Restated Employee Stock Option Plan of APACHE Medical Systems, Inc.
(the "Plan"), pursuant to a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement").
We have examined such documents and instruments as we determined to
be necessary in order to render our opinion.
Based on the foregoing and subject to the following limitations, we
are of the opinion that, upon issuance and delivery of the Shares in accordance
with the Plan referred to in the Registration Statement, the Shares will be
validly issued, fully paid and nonassessable.
The foregoing opinion is, with your concurrence, predicated upon and
qualified by the following:
a. The foregoing opinion is based upon and limited to the
Delaware General Corporation Law, and we render no opinion with respect to any
other laws or the laws of any other jurisdiction.
b. Our opinion letter is based upon and limited to laws and
regulations as in effect on the date of this letter. We assume no obligation to
update the opinions set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ SHAW PITTMAN
SHAW PITTMAN
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the Amended and Restated Employee Stock Option Plan
of APACHE Medical Systems, Inc. of our report dated February 19, 1999, with
respect to the consolidated financial statements of APACHE Medical Systems, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Vienna, Virginia
October 8, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 19, 1998 and March 27, 1998 included in APACHE Medical Systems, Inc.'s
Form 10-K for the year ended December 31, 1998.
Vienna, Virginia
October 5, 1999 /s/ ARTHUR ANDERSEN, LLP
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
APACHE Medical Systems, Inc.
We consent to the incorporation by reference in this registration statement on
Form S-8 of APACHE Medical Systems, Inc. of our report dated February 7, 1997,
relating to the consolidated statements of operations, changes in stockholders'
equity (deficit), and cash flows of APACHE Medical Systems, Inc. and
subsidiary, and the related schedule for the year ended December 31, 1996,
before the restatement described in Note 2 to the consolidated financial
statements, which report appears in the December 31, 1998, annual report on
Form 10-K of APACHE Medical Systems, Inc.
/s/ KPMG LLP
October 8, 1999
McLean, VA
