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As filed with the Securities and Exchange Commission on December 4, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
ZOLL MEDICAL CORPORATION 1992 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
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<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>
Common Stock, par value $0.02 200,000 $9.75 $1,950,000 $543
per share
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</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 Zoll Medical Corporation 1992 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 $0.02 per share, as reported on The Nasdaq National
Market on December 2, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E. of Form S-8, Zoll Medical Corporation
(the "Registrant") hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (No. 33-56244) as previously
filed with the Securities and Exchange Commission on December 23, 1992. This
Registration Statement is being filed to register an additional 200,000 shares
of the Registrant's Common Stock subject to issuance under the Registrant's 1992
Stock Option Plan.
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 8. EXHIBITS.
(a) The following is a complete list of exhibits filed or incorporated
by reference as part of this Registration Statement.
Exhibit
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5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered.
10.1* Zoll Medical Corporation 1992 Stock Option Plan.
10.2** First Amendment to Zoll Medical Corporation 1992 Stock Option Plan.
10.3 Second Amendment to Zoll Medical Corporation 1992 Stock Option Plan.
23.1 Consent of Independent Auditors, Ernst & Young LLP.
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in Exhibit
5.1 hereto).
24.1 Powers of Attorney (included in Part II of this Registration
Statement).
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* Incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-8, SEC File No. 33-56244.
** Incorporated by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form S-8, SEC File No. 33-90764.
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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
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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
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Willard M. Bright
/s/ Thomas M. Claflin, II Director November 19, 1998
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Thomas M. Claflin, II
/s/ M. Stephen Heilman Director November 19, 1998
- -------------------------------
M. Stephen Heilman
</TABLE>
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/s/ Noah T. Herndon Director November 19, 1998
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Noah T. Herndon
/s/ Daniel M. Mulvena Director November 19, 1998
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Daniel M. Mulvena
4
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Counsel as to the legality of the securities being
registered.
10.1* Zoll Medical Corporation 1992 Stock Option Plan.
10.2** First Amendment to Zoll Medical Corporation 1992 Stock Option
Plan.
10.3 Second Amendment to Zoll Medical Corporation 1992 Stock Option
Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in Part II of this Registration
Statement).
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* Incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-8, SEC File No. 33-56244.
** Incorporated by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form S-8, SEC File No. 33-90764.
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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
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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 an additional 200,000 shares of Common Stock, par value
$0.02 per share (the "Registered Shares") which the Company may issue pursuant
to the Company's 1992 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined a copy of the Plan, as
amended to date, 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
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EXHIBIT 10.3
SECOND AMENDMENT
TO
ZOLL MEDICAL CORPORATION
1992 STOCK OPTION PLAN
WHEREAS, the Zoll Medical Corporation 1992 Stock Option Plan (the "Plan")
was adopted by the Board of Directors and the stockholders of Zoll Medical
Corporation (the "Company") on April 22, 1992 as a performance incentive for
officers, employees, consultants and other key persons of the Company;
WHEREAS, Section 3(a) of the Plan provides that the total number of shares
of the Company's common stock, $.02 par value per share (the "Common Stock"),
which may be issued pursuant to stock options granted under the Plan shall not
exceed an aggregate of 450,000 shares of Common Stock;
WHEREAS, an amendment to the Plan authorizing the issuance of an additional
300,000 shares of Common Stock pursuant to the Plan was approved by the Board of
Directors of the Company on November 14, 1994 and was thereafter approved by the
stockholders of the Company on January 30, 1995 (the "First Amendment");
WHEREAS, as a result of the Company's growth during the period following
the adoption of the Plan and the adoption of the First Amendment, the Board of
Directors of the Company believes that the number of shares of Common Stock
remaining available for issuance under the Plan has become insufficient for the
Company's current and anticipated future needs;
WHEREAS, Section 10 of the Plan provides that the Board of Directors of the
Company may amend the Plan at any time, subject to certain conditions set forth
therein; and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of the Company to amend the Plan to provide that an
additional 200,000 shares of Common Stock be made available for issuance under
the Plan.
NOW, THEREFORE:
1. AMENDMENT OF PLAN. Section 3(a) of the Plan is hereby amended and
restated to provide in its entirety as follows:
(a) The stock granted under the Plan, or subject to the options
granted under the Plan, shall be shares of the Company's
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authorized but unissued common stock, par value $.02 per share (the
"Common Stock"). The total number of shares that may be issued under
the Plan shall not exceed an aggregate of 950,000 shares of Common
Stock. Such number shall be subject to adjustment as provided in
Section 7 hereof.
2. EFFECTIVE DATE OF AMENDMENT. This Second Amendment to the Plan
shall become effective upon the date that it is adopted by the Board of
Directors of the Company; provided, however, that this Second Amendment
shall be subject to the approval of the Company's stockholders in
accordance with applicable laws and regulations at an annual or special
meeting held within twelve months of such effective date. No stock option
granted under the Plan prior to such stockholder approval may be exercised
to the extent that the number of shares of Common Stock then available for
issuance under the Plan, without giving effect to this Second Amendment,
shall be less than the number of shares of Common Stock proposed to be
purchased pursuant to such exercise.
IN WITNESS WHEREOF, this Second Amendment to the Plan has been adopted
by the Board of Directors of the Company this 21st day of November, 1996,
to be submitted for approval by the Company's stockholders at the Company's
1997 Annual Meeting of Stockholders to be held on February 4, 1997.
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Exhibit 23.1
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
