As filed with the Securities and Exchange Commission on December 22, 2000
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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ARROW INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1969991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2400 Bernville Road, Reading, Pennsylvania 19605
(Address of principal executive offices) (Zip Code)
1999 Stock Incentive Plan
(Full title of the plan)
Marlin Miller, Jr.
Chief Executive Officer
Arrow International, Inc.
2400 Bernville Road
Reading, Pennsylvania 19605
(Name and address of agent for service)
(610) 378-0131
(Telephone number, including area code, of agent for service)
Copy to:
Richard F. Langan, Jr. Esq.
Bruce E. Rosenthal, Esq.
Nixon Peabody LLP
437 Madison Avenue, New York, New York 10022
Telephone No.: (212) 940-3140/Facsimile No.: (212) 940-3111
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee(1)
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<S> <C> <C> <C> <C>
Common Stock, no par value 3,000,000 shares $35.35 $106,050,000 $27,997.20
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
based upon the average of the high and low sales prices of the registrant's
common stock as reported on the Nasdaq Stock Market's National Market on
December 21, 2000.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
At our Special Meeting of Shareholders held on June 19, 2000, our
shareholders approved the Arrow International, Inc. 1999 Stock Incentive Plan,
which we refer to as the "Plan." This registration statement on Form S-8 relates
to the registration of up to 3,000,000 shares of our common stock, no par value,
issuable pursuant to the Plan.
This registration statement also relates to an aggregate of 1,320 shares
of our common stock that have been issued to a total of seven of our employees,
each of whom is not an "affiliate" of Arrow International, as defined in Rule
405 of the Securities and Exchange Commission under the Securities Act of 1933,
pursuant to their exercise of options granted to them under the Plan prior to
the filing of this registration statement. The reoffer prospectus included
herein is intended to register for reoffer and/or resale the 1,320 shares of our
common stock that have been issued to these non-affiliate employees pursuant to
their exercise of options granted to them under the Plan prior to the filing of
this registration statement.
Information required to be contained in the Section 10(a) prospectus is
omitted from this registration statement in accordance with Rule 428 of the
Securities and Exchange Commission under the Securities Act of 1933 and the Note
to Part I of Form S-8.
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Reoffer Prospectus
Arrow International, Inc.
1,320 Shares of Common Stock
This prospectus relates to the offering of up to an aggregate of 1,320
shares of our common stock which may be sold from time to time in one or more
transactions by a total of seven of our non-affiliate employees. Each of these
persons is also referred to as a "Selling Shareholder." We will not receive any
of the proceeds from the sale of these shares.
The Selling Shareholders will sell the shares offered hereby at prices
which are current when the sales take place or at other prices upon which the
parties agree. The Selling Shareholders may or may not use brokers and dealers
in these transactions, but will pay brokerage fees or commissions, if relevant.
We will pay all of the expenses associated with the registration of the shares
and this prospectus.
Our common stock is listed for trading on the Nasdaq Stock Market's
National Market under the symbol "ARRO." On December 21, 2000, the last reported
sale price of our common stock was $34.125.
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Investment in our common stock involves risk. See "Risk Factors" incorporated
herein by reference to Exhibit 99.1 to our Annual Report on
Form 10-K for the fiscal year ended August 31, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined
if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
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The date of this prospectus is December 22, 2000
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TABLE OF CONTENTS
Page
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Prospectus................................................................. 1
The Company................................................................ 1
Use of Proceeds............................................................ 1
Selling Shareholders....................................................... 2
Plan of Distribution....................................................... 2
Legal Matters.............................................................. 2
Experts.................................................................... 2
Documents Incorporated by Reference........................................ 2
Where You Can Find More Information........................................ 3
Disclosure of Commission Position on Indemnification for
Securities Act Lliabilities............................................... 4
PROSPECTUS
You should read this entire prospectus, including the Risk Factors
incorporated by reference in this prospectus from our Annual Report on Form 10-K
for the fiscal year ended August 31, 2000, and the other information
incorporated by reference herein, before making an investment decision.
THE COMPANY
Arrow International, Inc. develops, manufactures and markets a broad range
of clinically advanced, disposable catheters and related products for critical
and cardiac care. Our critical care products are used principally for central
vascular access for administration of fluids, drugs and blood products, patient
monitoring and diagnostic purposes, as well as for pain management. These
products are used by anesthesiologists, critical care specialists, surgeons,
cardiologists, nephrologists, emergency and trauma physicians and other health
care providers. Our cardiac care products are used by interventional
cardiologists, cardiac surgeons, interventional radiologists and
electrophysiologists for such purposes as the diagnosis and treatment of heart
and vascular disease and to provide short-term cardiac assist following cardiac
surgery, serious heart attack or balloon angioplasty.
We are a Pennsylvania corporation and our principal executive offices are
located at 2400 Bernville Road, Reading, Pennsylvania 19605. Our telephone
number is (610) 378-0131.
USE OF PROCEEDS
The shares of common stock covered by this prospectus are being offered by
the Selling Shareholders and not by us. Consequently, we will not receive any
proceeds from the sale of these shares. However, the shares that may be sold
under this prospectus include shares that the Selling Shareholders acquired
prior to the date of this prospectus pursuant to the exercise of stock options
that we granted to each of them under the Plan in consideration for the payment
to us of the exercise price specified in their option agreements. We intend to
use the proceeds that we have received from the exercise of such options for
working capital and general corporate purposes.
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SELLING SHAREHOLDERS
None of the Selling Shareholders is an affiliate of Arrow International
and each of them holds less than the lesser of 1,000 shares or one percent (1%)
of the shares of our common stock issuable under the Plan to which the
registration statement of which this prospectus is a part relates. Each of the
Seller Shareholders may use this prospectus for reoffers and/or resales of up to
the amount of shares set forth in the preceding sentence. The names of the
Selling Shareholders are omitted from this prospectus in accordance with
paragraph 3(b) of General Instruction C to Form S-8 under the Securities Act of
1933.
PLAN OF DISTRIBUTION
Any of or all of the shares may be sold from time to time to purchasers
directly by the Selling Shareholders. Alternatively, the Selling Shareholders
may from time to time offer the shares through underwriters, dealers or agents
who may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of shares for
whom they may act. The Selling Shareholders and any such underwriters, dealers
or agents that participate in the distribution of Shares may be deemed to be
underwriters under the Securities Act of 1933. Any profit on the sale of the
shares by them and any discounts, commissions or concessions received by them
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933. To the extent required, at the time a particular offer of shares is
made, a supplement to this prospectus will be distributed which will set forth
the number of shares being offered and the terms of the offering. These terms
will include the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, including the proposed selling price to the
public.
The shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices.
In order to comply with certain states' securities laws, if applicable,
the shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the shares may not be sold unless
the shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is met.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon by
Kozloff Stoudt, a professional corporation, Wyomissing, Pennsylvania, counsel
for Arrow International.
EXPERTS
The consolidated financial statements of Arrow International, Inc. as of
August 31, 2000 and 1999 and for each of the three years in the period ended
August 31, 2000 incorporated by reference in this prospectus have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
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the SEC will automatically update and supersede this information. We are
incorporating by reference in this prospectus the following documents:
1. Our annual report on Form 10-K for our fiscal year ended August 31,
2000. This report contains:
o audited consolidated balance sheets for us and our
subsidiaries as of August 31, 2000 and 1999; and
o related consolidated statements of income, of cash flows and
of changes in shareholders' equity for the years ended August
31, 2000, 1999 and 1998.
2. Our registration statement on Form 8-A dated May 12, 1992, as amended.
We are also incorporating by reference in this prospectus all reports and
other documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus and prior
to the termination of the offering of securities under this prospectus. These
reports and documents will be incorporated by reference in and considered to be
a part of this prospectus as of the date of filing of such reports and
documents.
Any statement contained in this prospectus or in a document which is
incorporated by reference in this prospectus will be modified or superseded for
purposes of this prospectus to the extent that a statement in any document that
we file after the date of this prospectus that also is incorporated by reference
herein modifies or supersedes such prior statement. Any such statement so
modified or superseded will not, except as so modified or superseded, constitute
a part of this prospectus.
All documents incorporated by reference in this prospectus are also
incorporated by reference in the registration statement of which this prospectus
is a part.
This prospectus incorporates by reference documents which are not
presented in this prospectus or delivered to you with it. You may request, and
we will send to you, without charge, copies of these documents. Any requests
should be directed to Arrow International, Inc., Investor Relations, P.O. Box
12888, 2400 Bernville Road, Reading, Pennsylvania 19612; telephone: (610)
378-0131.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy materials that we have filed
with the SEC, including the registration statement, at the following SEC public
reference rooms:
Judiciary Plaza Northwest Atrium Center
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, DC 20549 New York, New York 10048 Chicago, Illinois 60661
You can also obtain copies of filed documents, at prescribed rates, by
mail from the Public Reference Section of the SEC at its Judiciary Plaza
location, listed above, or by telephone at 1-800-SEC-0330 or electronically
through the SEC's Web Site at http://www.sec.gov.
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Our common stock is listed on the Nasdaq Stock Market's National Market
under the symbol "ARRO," and our SEC filings can also be read and obtained at
the following Nasdaq address:
The Nasdaq Stock Market
Reports Section
1735 K Street, N.W.
Washington, D.C. 20006
We furnish our stockholders with annual reports containing our audited
financial statements and with proxy material for our annual meetings complying
with the proxy requirements of the Securities Exchange Act of 1934.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
Arrow International pursuant to the foregoing provisions, Arrow International
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by registrant
of expenses incurred in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
Except to the extent set forth herein, there is no charter provision,
by-law, contract, arrangement or statute pursuant to which any director or
officer of registrant is indemnified in any manner against any liability which
he may incur in his capacity as such.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We are incorporating by reference in this registration statement all of
the documents incorporated by reference in the reoffer prospectus which is a
part of this registration statement, including all reports and other documents
that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered by this registration statement have been sold or which deregisters all
securities then remaining unsold. These reports and other documents will be
incorporated by reference in and considered to be a part of this registration
statement as of the date of filing of such reports and documents.
Any statement contained in this registration statement or in a document
which is incorporated by reference herein will be modified or superseded for
purposes of this registration statement to the extent that a statement in any
document that we file after the date of this registration statement that also is
incorporated by reference herein modifies or supersedes such prior statement.
Any such statement so modified or superseded will not, except as so modified or
superseded, constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Under Section 1741 of the Pennsylvania Business Corporation Law, we have
broad powers to indemnify our directors and officers against liabilities that
they may incur in such capacities. Articles Twelfth and Thirteenth of our
Restated Articles of Incorporation provide as follows:
TWELFTH: (a) A director or officer of the corporation shall stand in a
fiduciary relation to the corporation and shall perform his or her duties as a
director or officer, including his or her duties as a member of any committee of
the Board of Directors upon which he or she may serve, in good faith, in a
manner he or she reasonably believes to be in the best interests of the
corporation, and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his or her duties, a director or officer shall be
entitled to rely in good faith on information, opinions, reports or statements,
including, financial statements and other financial data, in each case prepared
or presented by any of the following: (1) one or more officers or employees of
the corporation whom the director or officer reasonably believes to be reliable
and competent with respect to the matters presented; (2) counsel, public
accountants or other persons as to matters that the director or officer
reasonably believes to be within the professional or expert competence of such
persons; or (3) committee of the Board Directors upon which the director or
officer does not serve, duly designated in accordance with law, as to matters
within its designated authority, which committee the director or officer
reasonably believes to merit confidence. A director or officer shall not be
considered to be acting in good faith if he or she has knowledge concerning the
matter in question that would cause his or her reliance to be unwarranted.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a
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director or officer of the corporation or any failure to take any action shall
be presumed to be in the best interests of the corporation.
(b) Except as provided in Section 1713(b) of the Business Corporation Law
of the Commonwealth of Pennsylvania, a director of the corporation shall not be
personally liable as such, for monetary damages (including, without limitation,
any judgment, amount paid in settlement, penalty, punitive damages or expense of
any nature, including without limitation attorneys' fees and disbursements) for
any action taken, or any failure to take action unless (1) the director has
breached or failed to perform the duties of his or her office under paragraph
(a) of this Article Twelfth; and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
(c) To the extent permitted by applicable law, an officer of the
corporation shall not be personally liable, as such, to the corporation or its
shareholders for monetary damages (including without limitation, any judgment,
amount paid in settlement, penalty, punitive damages or expense of any nature,
including without limitation attorneys' fees and disbursements) for any action
taken, or any failure to take any action, unless (1) the officer has breached or
failed to perform the duties of his or her office under paragraph (a) of this
Article Twelfth; and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. Notwithstanding the foregoing,
this paragraph (c) shall in no event govern or otherwise affect any liability of
an officer pursuant to any criminal statute or the liability of an officer for
the payment of taxes pursuant to local, state or Federal law.
(d) Any repeal or modification of this Article Twelfth or adoption of any
provision inconsistent with this Article Twelfth shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
existing at the time of such repeal or modification or the adoption of such
inconsistent provision, as the case may be.
THIRTEENTH: (a) The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement (with or without court approval) actually and reasonably incurred
by him in connection with such action or proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner that he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed action
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact he is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, provided that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be
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liable to the corporation unless and only to the extent that the court of common
pleas of the judicial district embracing the county in which the registered
office of the corporation is located or the court in which such action was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.
(c) To the extent that a director, officer or employee of the corporation
has been successful on the merits or otherwise in defense of any action or
proceeding referred to in paragraphs (a) and (b) of this Article Thirteenth, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Article
Thirteenth (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer or employee is proper in the circumstances because he has met
the applicable standard of conduct set forth in such paragraphs (a) and (b).
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.
(e) Expenses (including attorneys' fees) incurred in defending any action
or proceeding referred to in this Article Thirteenth may be paid by the
corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of the director, officer or
employee to repay such amount if it shall be ultimately determined that he is
not entitled to be indemnified by the corporation as authorized in this Article
Thirteenth.
(f) (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article Thirteenth shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expense may be entitled under any law, provision of the
corporation's Articles of Incorporation, by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. The
corporation may create a fund of any nature, which may, but need not be under
the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations, whether arising under or pursuant to this paragraph
(f) or otherwise.
(ii) Indemnification pursuant to subparagraph (i) of this paragraph
(f) shall not be made in any case where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
(iii) Indemnification pursuant to subparagraph (i) of this paragraph
(f) may be granted for any action taken or any failure to take any action and
may be made whether or not the corporation would have the power to indemnify the
person under any provision of law other than Section 1746 of the Pennsylvania
Business Corporation Law except as provided in this paragraph (f) and in Section
1746 of the Pennsylvania Business Corporation Law and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation.
(g) The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
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corporation would have the power to indemnify him against such liability under
the provisions of this Article Thirteenth.
(h) For purposes of this Article Thirteenth, references to "the
corporation" include all constituent corporations absorbed in a consolidation,
merger or division, as well as the surviving or new corporations surviving or
resulting therefrom, so that any person who is or was a director, officer or
employee of such constituent, surviving or new corporation, or is or was serving
at the request of such constituent, surviving or new corporation as a director,
officer or employee of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article Thirteenth with
respect to the surviving or new corporation as he would if he had served the
surviving or new corporation in the same capacity; references to "other
enterprises" shall include employee benefit plans; references to "serving at the
request of the corporation" shall include any service as a director, officer or
employee of the corporation which imposes duties on, or involves services by,
such director, officer or employee with respect to any employee benefit plan,
its participants or beneficiaries; excise taxes assessed on a person with
respect to any employee benefit plan pursuant to applicable law shall be deemed
"fines"; and action with respect to an employee benefit plan taken or omitted in
good faith by a director, officer or employee of the corporation in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of the plan shall be deemed to be action in a manner that is not opposed to the
best interests of the corporation.
(i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article Thirteenth shall continue as to a person who
has ceased to be a director, officer or employee and shall inure to the benefit
of the heirs and personal representatives of that person. Any repeal or
modification of this Article Thirteenth or adoption of any provision
inconsistent with this Article Thirteenth shall not adversely affect any
indemnification right of a director, officer or employee of the corporation
existing at the time of such repeal or modification or the adoption of such
inconsistent provision, as the case may be.
In addition, our By-laws contain substantially similar provisions
concerning the limitation of liability of our directors and officers and our
indemnification of such persons.
We have purchased directors' and officers' liability insurance to protect
our directors and officers against liabilities incurred in connection with their
service to us in their respective capacities as directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
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4.1 Form of Common Stock Certificate (incorporated by
reference from Exhibit 4.1 to our Registration
Statement on Form S-1, File No. 33-47163)
4.2 Arrow International, Inc. 1999 Stock Incentive Plan
(incorporated by reference from Exhibit 10.56 to our
Annual Report on Form 10-K for the fiscal year ended
August 31, 2000)
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5 Legal Opinion of Kozloff Stoudt
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants
23.2 Consent of Kozloff Stoudt (filed as part of Exhibit
5)
24.1 Power of Attorney (included on the signature page of
this registration statement)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is
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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.
(c) 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 director, officer or controlling person in
connection with the 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.
- 10 -
<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 duly
authorized, in the City of Reading, Commonwealth of Pennsylvania, on the 21st
day of December, 2000.
ARROW INTERNATIONAL, INC.
By: /s/ Marlin Miller, Jr.
----------------------------------
Marlin Miller, Jr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Marlin Miller, Jr. and Frederick
J. Hirt, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933 and any and all
amendments (including post-effective amendments) to this registration statement
and to any registration statement filed pursuant to Rule 462(b), and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorneys-in-fact and
agent or either of them, or their 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marlin Miller, Jr. Chairman and Chief Executive Officer December 20, 2000
-------------------------- (Principal Executive Officer)
Marlin Miller, Jr.
/s/ Frederick J. Hirt Vice President - Finance, Chief December 20, 2000
-------------------------- Financial Officer and Treasurer
Frederick J. Hirt (Principal Financial Officer)
/s/ T. Jerome Holleran
--------------------------
T. Jerome Holleran Secretary and Director December 20, 2000
/s/ Carl G. Anderson, Jr.
--------------------------
Carl G. Anderson, Jr. Director December 20, 2000
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John H. Broadbent, Jr.
--------------------------
John H. Broadbent, Jr. Director December 20, 2000
/s George W. Ebright
--------------------------
George W. Ebright Director December 20, 2000
/s/ John E. Gurski
--------------------------
John E. Gurski Director December 20, 2000
/s/ R. James Macaleer
--------------------------
R. James Macaleer Director December 20, 2000
/s/ Raymond Neag
--------------------------
Raymond Neag Director December 19, 2000
/s/ Richard T. Niner
--------------------------
Richard T. Niner Director December 19, 2000
/s/ Alan M. Sebulsky
--------------------------
Alan M. Sebulsky Director December 19, 2000
</TABLE>
