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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ZOLL MEDICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
MASSACHUSETTS 04-2711626
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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32 SECOND AVENUE
BURLINGTON, MA 01803
(781) 229-0020
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD A. PACKER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ZOLL MEDICAL CORPORATION
32 SECOND AVENUE
BURLINGTON, MA 01803
(781) 229-0020
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
RAYMOND C. ZEMLIN, P.C. JOHN W. WHITE
GOODWIN, PROCTER & HOAR LLP CRAVATH, SWAINE & MOORE
EXCHANGE PLACE 825 EIGHTH AVENUE
BOSTON, MASSACHUSETTS 02109-2881 NEW YORK, NY 10013
(617) 570-1000 (212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-94793
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SHARES BEING REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.02 per share(3)... 115,000 $41.75 $4,801,250 $1,268
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(1) Includes 15,000 shares of common stock which the Underwriters have the
option to purchase solely to cover over-allotments, if any.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 based on the average high
and low trading prices of the common stock, as reported on the Nasdaq
National Market, on February 22, 2000.
(3) This Registration Statement also relates to the rights to purchase shares of
Series A Junior Participating Cumulative Preferred Stock of the Registrant
which are attached to all shares of Common Stock issued, pursuant to the
terms of the Registrant's Shareholder Rights Agreement dated as of June 8,
1998. Until the occurrence of certain prescribed events, the rights are not
exercisable, are evidenced by the certificates for the Common Stock and will
be transferred with and only with such Common Stock. Because no separate
consideration is paid for the rights, the registration fee therefore is
included in the fee for the Common Stock.
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EXPLANATORY NOTE
This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $.02 per share, of ZOLL Medical
Corporation, a corporation organized under the laws of the Commonwealth of
Massachusetts (the "Company"), pursuant to Rule 462(b) under the Securities Act
of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of
the registration statement of the Company (File No. 333-94793), as amended,
which was declared effective on February 22, 2000 (the "Earlier Registration
Statement"), including the exhibits thereto, are incorporated by reference into
this registration statement. The form of prospectus contained in such Earlier
Registration Statement will reflect the aggregate amount of securities
registered in this Registration Statement and the Earlier Registration
Statement.
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, The Commonwealth of Massachusetts on
February 22, 2000.
ZOLL MEDICAL CORPORATION
By: /s/ RICHARD A. PACKER
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Richard A. Packer
Chief Executive Officer and
President
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.
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<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ RICHARD A. PACKER Chief Executive Officer, February 22, 2000
- --------------------------------------------------- President and Director
Richard A. Packer (Principal Executive Officer)
/s/ A. ERNEST WHITON Chief Financial Officer February 22, 2000
- --------------------------------------------------- (Principal Financial and
A. Ernest Whiton Accounting Officer)
* Director February 22, 2000
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Willard M. Bright
* Director February 22, 2000
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Thomas M. Claflin, II
* Director February 22, 2000
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James W. Biondi
* Director February 22, 2000
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M. Stephen Heilman
* Director February 22, 2000
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Daniel M. Mulvena
Director February 22, 2000
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Benson F. Smith
* /s/ A. ERNEST WHITON
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A. Ernest Whiton, Attorney-in-Fact
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II-4
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the validity of
the shares of common stock being offered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1 hereto).
23.2 Consent of Ernst & Young LLP.
24.1* Powers of Attorney.
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* Incorporated by reference to the registrant's registration statement filed on
Form S-3, File No. 333-94793.
<PAGE> 1
EXHIBIT 5.1
February 22, 2000
Zoll Medical Corporation
32 Second Avenue Northwest Park
Burlington, MA 01803
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
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-3 (the "Registration
Statement") relating to 115,000 shares of Common Stock, par value $.02 per share
(the "Registered Shares"), including 15,000 shares which the Underwriters (as
defined below) have an option to purchase solely for the purpose of covering
over-allotments, if any. The Registered Shares are to be sold by the Company to
the several underwriters (the "Underwriters") of which Salomon Smith Barney,
U.S. Bancorp Piper Jaffray and Adams, Harkness & Hill, Inc. are the
representatives (the "Representatives") pursuant to an Underwriting Agreement
(the "Underwriting Agreement") to be entered into between the Company and the
Representatives of the Underwriters.
As counsel for the Company, we have examined the form of the proposed
Underwriting Agreement, the Company's Amended and Restated Articles of
Organization and the Company's 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 when (i) the
Underwriting Agreement is completed (including the insertion therein of pricing
terms) and executed by the Company and on behalf of the Underwriters, and (ii)
the Registered Shares are sold to the Underwriters and paid for pursuant to the
terms of the Underwriting Agreement, the Registered Shares will be duly
authorized, legally issued, fully paid and non-assessable by the Company under
the General Business Corporation Law 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, Inc.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters," 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 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in this Registration Statement (Form
S-3) of ZOLL Medical Corporation for the registration of 115,000 shares of its
common stock of our report dated November 12, 1999 with respect to the
consolidated financial statements of ZOLL Medical Corporation included in the
Company's Registration Statement on Form S-3 (333-94793) filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 18, 2000
