<PAGE> 1
As filed with the Securities and Exchange Commission on December 4, 1998
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
ZOLL MEDICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2711626
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
32 SECOND AVENUE, NORTHWEST PARK
BURLINGTON, MA 01803
(781) 229-0020
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
------------------------------------
RICHARD A. PACKER
PRESIDENT AND CHIEF OPERATING OFFICER
ZOLL MEDICAL CORPORATION
32 SECOND AVENUE, NORTHWEST PARK
BURLINGTON, MA 01803
(781) 229-0020
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------------------
With a copy to:
RAYMOND C. ZEMLIN, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================================================
Title of Securities Being Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share (2) Aggregate Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $0.02 100,000 $9.75 $975,000 $272
per share
===================================================================================================================================
</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Zoll Medical Corporation Common Stock as may be
required pursuant to the Non-Employee Directors' Stock Option Plan, as
amended, in the event of a stock dividend, reverse stock split,
split-up, recapitalization, forfeiture of stock under the plan or other
similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended (the "Securities Act") solely for the
purposes of determining the amount of the registration fee. The
registration fee is based upon the average of the high and low prices
for the Registrant's Common Stock, par value $.02 per share, as reported
on The Nasdaq National Market on December 2, 1998.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Zoll Medical Corporation (the "Registrant") hereby incorporates by
reference the following documents which have previously been filed with the
Securities and Exchange Commission:
(a) the Registrant's most recent annual report on Form 10-K for the fiscal
year ended September 27, 1997 filed with the Securities and Exchange
Commission on December 24, 1997;
(b) all other reports filed with the Securities and Exchange Commission by
the Registrant pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since December
24, 1997; and
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated May 15, 1992, as filed with
the Securities and Exchange Commission pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
2
<PAGE> 3
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares to be offered hereby will be passed upon for the
Registrant by Goodwin, Procter & Hoar LLP Boston, Massachusetts, counsel to the
Registrant. A professional corporation controlled by Raymond C. Zemlin, the
Clerk of the Registrant, is a partner of Goodwin, Procter & Hoar LLP which
receives compensation from the Registrant for rendering legal services.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13(b)(1 1/2) of the Massachusetts Business Corporation Law (the
"MBCL"), which enables a corporation in its original articles of organization or
an amendment thereto to eliminate or limit the personal liability of a director
for monetary damages for violations of the director's fiduciary duty, except (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
unauthorized distributions and for making loans to directors, officers and
certain shareholders) or (iv) for any transaction from which a director derived
an improper personal benefit.
Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the articles of organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors.
Article 6A of the Company's Restated Articles of Organization, as amended,
provides that, to the fullest extent permissible under the MBCL, a director of
the Company will not be personally liable to the Company or its stockholders for
monetary damages arising out of the director's breach of his or her fiduciary
duty. In addition, Article V of the By-laws of the Company provides that the
Company shall to the extent legally permissible indemnify each of its directors
and officers against all expenses and liabilities which he has reasonably
incurred in connection with or arising out of any actual or threatened action,
suit or proceeding in which he may be involved by reason of his being or having
been a director or officer of the Company, provided no such indemnification
shall be made in relation to matters as to which such director or officer shall
be finally adjudged in any such action, suit or proceeding not to have acted in
good faith in the reasonable belief that his action was in the best interests of
the Company, or with respect to a criminal matter, that he had reasonable cause
to believe that his conduct was unlawful. In the event that a settlement or
compromise of such action, suit or proceeding is effected which imposes
liability on a director or officer, indemnification may be had but only if a
court having jurisdiction determines that indemnification is reasonable and
proper in the circumstances, if a settlement or compromise is reached in any
other circumstance, indemnification may be provided if (i) a majority of
directors not involved in the proceeding, (ii) independent legal counsel, or
(iii) a majority vote of stockholders determines that the person seeking
indemnification has met the standards set forth in Article V. Notwithstanding
the foregoing, a court having jurisdiction may grant or deny indemnification
under the provisions of Article V of the By-laws or applicable law. Article V of
the Company's By-laws further provides that the right of indemnification shall
not be exclusive of other rights to which any director, officer or other
corporate personnel may be entitled to as a matter of contract or law.
The Company has purchased directors' and officers' liability insurance,
which insures against certain losses arising from claims against directors or
officers of the Company by reason of certain acts, including a breach of duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted or any of the foregoing so alleged by any claimant or
any claim against an officer or director of the Company solely by reason of his
being such an officer or director.
3
<PAGE> 4
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Commission has expressed its opinion that such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
<PAGE> 5
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT
*4.1 Restated Articles of Organization
*4.2 Bylaws
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
10.1 Zoll Medical Corporation 1997 Non-Employee Directors' Stock Option
Plan.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (included in Part II of this Registration
Statement).
* Incorporated by reference to the relevant exhibit to the Zoll Medical
Corporation Registration Statement on Form S-1 (SEC File No. 33-47937), as
amended.
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;
(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 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
and 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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(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)
herein do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the undersigned registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
5
<PAGE> 6
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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 any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
6
<PAGE> 7
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 Town of Burlington, The Commonwealth of Massachusetts, on
this 19th day of November, 1998.
ZOLL MEDICAL CORPORATION
By: /s/ Richard A. Packer
-------------------------
Richard A. Packer
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints Richard
A. Packer and Raymond C. Zemlin, and each of them, as her or his true and lawful
attorney-in-fact and agent, with full power of substitution, for her or him and
in her or his name, place and stead, in any and all capacities to sign any or
all amendments or post-effective 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Rolf S. Stutz Chairman of the Board and November 19, 1998
- -------------------------- Chief Executive Officer
Rolf S. Stutz
/s/ Richard A. Packer President, Chief Operating Officer November 19, 1998
- -------------------------- and Director (Principal Executive
Richard A. Packer Officer and Acting Principal Accounting
Officer)
/s/ Willard M. Bright Director November 19, 1998
- --------------------------
Willard M. Bright
/s/ Thomas M. Claflin, II Director November 19, 1998
- --------------------------
Thomas M. Claflin, II
/s/ M. Stephen Heilman Director November 19, 1998
- --------------------------
M. Stephen Heilman
</TABLE>
7
<PAGE> 8
/s/ Noah T. Herndon Director November 19, 1998
- --------------------------
Noah T. Herndon
/s/ Daniel M. Mulvena Director November 19, 1998
- --------------------------
Daniel M. Mulvena
8
<PAGE> 9
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*4.1 Restated Articles of Organization
*4.2 Bylaws
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
10.1 Zoll Medical Corporation Non-Employee Directors' Stock Option Plan.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (included in Part II of this Registration
Statement).
* Incorporated by reference to the relevant exhibit to the Zoll Medical
Corporation Registration Statement on Form S-1 (SEC File No. 33-47937), as
amended.
9
<PAGE> 1
EXHIBIT 5.1
November 24, 1998
Zoll Medical Corporation
32 Second Avenue, Northwest Park
Burlington, MA 01803
Ladies and Gentlemen:
Re: REGISTRATION STATEMENT ON FORM S-8
This opinion is delivered in our capacity as counsel to Zoll Medical
Corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 100,000 shares of Common Stock, par value $0.02 per
share (the "Registered Shares") which the Company may issue pursuant to the
Company's Non-Employee Directors' Stock Option Plan (the "Plan").
As counsel for the Company, we have examined a copy of the Plan and the
Company's Restated Articles of Organization and the Amended and Restated
By-laws, each as presently in effect, and such records, certificates and other
documents of the Company as we have deemed necessary or appropriate for the
purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the United States of America and The Commonwealth of Massachusetts.
Based on the foregoing, we are of the opinion that upon the issuance and
delivery of the Registered Shares against payment therefor in accordance with
the terms of the Plan and any agreement thereunder, the Registered Shares will
be legally issued, fully paid and non-assessable shares of the Company's Common
Stock under the General Corporation Law of the Commonwealth of Massachusetts.
The foregoing assumes all requisite steps will be taken to comply with the
requirements of the Act, applicable requirements of state laws regulating the
offer and sale of securities and applicable requirements of The Nasdaq Stock
Market.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
EXHIBIT 10.1
ZOLL MEDICAL CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The purpose of this Non-Employee Directors' Stock Option Plan (the "Plan")
is to promote the interests of Zoll Medical Corporation (the "Company") by
providing an incentive to obtain and retain the services of highly qualified
persons who are not employees of the Company to serve as members of the Board of
Directors of the Company through the granting of options, as herein provided, to
acquire shares of its Common Stock, $.02 par value (the "Common Stock"). The
effective date of the Plan shall be April 23, 1996 (the "Effective Date").
Options granted under the Plan are not intended to qualify and shall not be
treated as "incentive stock options" under Internal Revenue Code Section 422.
1. SHARES OF STOCK SUBJECT TO THE PLAN
The stock that may be issued and sold pursuant to options granted under the
Plan shall not exceed, in the aggregate, 100,000 shares of the Common Stock of
the Company, which may be (i) authorized but unissued shares, (ii) treasury
shares or (iii) shares previously reserved for issuance upon the exercise of
options under the Plan, which options have expired or been terminated; provided,
however, that the number of shares subject to the Plan shall be subject to
adjustment as provided in Section 6.
2. ELIGIBILITY
Options will be granted only to persons who are Directors of the Company on
the date of grant of options hereunder and who are not also employees of the
Company or any subsidiary of the Company ("non-employee Directors").
3. GRANT OF OPTIONS -- PURCHASE PRICE
a. Initial Grant. Each non-employee Director shall on the Effective Date
automatically be granted an option to purchase 10,000 shares of Common Stock on
such date. Thereafter, each non-employee Director who is first elected to the
Board of Directors of the Company after the Effective Date shall automatically
be granted an option to purchase 10,000 shares of Common Stock on the date such
non-employee Director is initially elected to the Board of Directors of the
Company.
b. Vesting. All options granted under this Plan shall vest in four equal
annual installments over a four-year period beginning on the first anniversary
of the date of grant. Except as set forth in Section 7 or otherwise determined
by the Board of Directors, no unvested options may be exercised by the holder
thereof.
c. Purchase Price. The purchase price of shares which may be purchased
under each option shall be equal to the Fair Market Value of the Common Stock on
the date the option is
<PAGE> 2
granted. Fair Market Value shall mean the last reported sale price of the Common
Stock on the Nasdaq National Market on any given day, or if no sales of Common
Stock were made on that day, the last reported sale price of the Common Stock on
the next preceding day on which sales were made.
d. Limitations. All grants of options hereunder shall be subject to the
availability of shares hereunder, and no option shall be granted under this Plan
except as provided in this Section 3.
4. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.
a. Period. Each option shall vest and become exercisable as provided in
Section 3b hereof, but in no event shall any such option be exercisable after
the earlier of (a) the date ten years after the date such option is granted or
(b) with respect to unvested options, the date on which the Director to whom
such option was granted ceases for any reason to serve as a Director of the
Company and with respect to vested options, the date three months after the date
on which the Director ceases for any reason to serve as a Director of the
Company; PROVIDED, HOWEVER, that in the event of termination as a result of
disability or death, the Director or the Director's personal representative may
exercise any outstanding options not theretofore exercised, to the extent
exercisable on the date of such disability or death, during the twelve month
period following such disability or death.
b. Exercise. The delivery of certificates representing shares under any
option will be contingent upon receipt by the Company from the optionee (or a
purchaser acting in the optionee's stead in accordance with the provisions of
the option) of the full purchase price for such shares by one or more of the
methods specified below and the fulfillment of any other requirements provided
in the option or under applicable provisions of law; and until such receipt of
the purchase price and fulfillment of such other requirements no optionee or
person entitled to exercise the option shall be, or shall be deemed to be, a
holder of any shares subject to the option for any purpose.
Options may be exercised in whole or in part, by giving written notice of
exercise to the Company, specifying the number of shares to be purchased.
Payment instruments will be received subject to collection. Payment of the
purchase price may be made by one or more of the following methods:
(A) In cash, by certified or bank check or other instrument acceptable
to the Board of Directors or its authorized committee;
(B) In the form of shares of Common Stock that are not then subject to
restrictions under any Company plan, if such shares have been held for at
least six months prior to the exercise date and permitted by the Board or
its authorized committee, in its discretion. Such surrendered shares shall
be valued at Fair Market Value on the exercise date; or
12
<PAGE> 3
(C) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to
the Company to pay the purchase price; PROVIDED that in the event the
optionee chooses to pay the purchase price as so provided, the optionee and
the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Company shall prescribe as a
condition of such payment procedure.
5. NON-TRANSFERABILITY OF OPTION
When otherwise determined by the Board of Directors, each option granted
under the Plan shall provide that it is personal to the optionee, is not
transferable by the optionee in any manner otherwise than by will or the laws of
descent and distribution and is exercisable, during the optionee's lifetime,
only by the optionee. However, the rights and obligations of the Company under
the Plan and any option may be assigned by the Company to a successor to the
whole or any substantial part of its business provided that such successor
assumes in writing all of such rights and obligations.
6. DILUTION OR OTHER ADJUSTMENT
The terms of the options and the number of shares subject to this Plan
shall be equitably adjusted in such manner as to prevent dilution or enlargement
of option rights in the following instances:
a. The declaration of a dividend payable to the holders of Common Stock in
stock of the same class;
b. A split-up of the Common Stock or a reverse split thereof; or
c. A recapitalization of the Company under which shares of one or more
different classes of stock are distributed in exchange for or upon the Common
Stock without payment of any valuable consideration by the holders thereof.
The terms of any such adjustment shall be conclusively determined by the
Board. No fractional shares of Common Stock shall be issued under the Plan
resulting from any such adjustment.
7. EFFECT OF CERTAIN TRANSACTIONS
In the case of (a) the dissolution or liquidation of the Company, (b) a
merger, reorganization or consolidation in which the Company is acquired by
another person or in which the Company is not the surviving corporation, or (c)
the sale of all or substantially all of the assets of the Company to another
corporation, the Plan and options issued thereunder shall terminate on the
effective date of such dissolution, liquidation, merger, reorganization,
consolidation or sale, unless provision is made in such transaction for the
assumption of
13
<PAGE> 4
options theretofore granted under the Plan or the substitution for such options
of a new stock option of the successor corporation or a parent or subsidiary
thereof, with appropriate adjustment as to the number and kind of shares and the
per share exercise price, as provided in Section 6 of the Plan. In the event of
any transaction which will trigger such termination, the Company shall give
written notice thereof to the Optionees at least twenty days prior to the
effective date of such transaction or the record date on which shareholders of
the Company entitled to participate in such transaction shall be determined,
whichever comes first. In the event of such termination, any unexercised portion
of outstanding options, whether or not vested and exercisable at that time,
shall be exercisable not later than the date of such termination; PROVIDED,
HOWEVER, that in no event shall options be exercisable after the applicable
expiration date for an option.
8. ADMINISTRATION AND AMENDMENT OF THE PLAN
The Plan shall be administered by the Board or an authorized committee
thereof (in which case all reference to the Board shall refer to such committee
while such committee administers this Plan), which shall make any determination
under or interpretation of any provision of the Plan and any option. Any of the
foregoing actions taken by the Board shall be final and conclusive. The Board
may amend and make such changes in and additions to the Plan (and, with the
consent of the applicable optionee, any outstanding option) as it may deem
proper and in the best interest of the Company; PROVIDED, HOWEVER, that no such
action shall adversely affect or impair any options theretofore granted under
the Plan without the consent of the applicable optionee.
9. EXPIRATION AND TERMINATION OF THE PLAN.
Options may be granted under the Plan as provided herein during the ten
years from the Effective Date, as long as the total number of shares purchased
under the Plan and subject to outstanding options under the Plan does not exceed
100,000 shares of the Common Stock of the Company, subject to adjustment as
provided in Section 6. The Plan may be abandoned or terminated at any time by
the Board, except with respect to any options then outstanding under the Plan.
14
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Forms S-8) pertaining to the Zoll Medical Corporation 1992 Stock Option Plan
and Non-Employee Directors' Stock Option Plan of our reports dated November 20,
1997, with respect to the consolidated financial statements of Zoll Medical
Corporation included in its Annual Report and Form 10-K for the year ended
September 27, 1997 and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
December 3, 1998
