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As filed with the Securities and Exchange Commission on July 1, 1996
Registration 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
______________________
SPINE-TECH, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 06-1258314
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7375 BUSH LAKE ROAD
MINNEAPOLIS, MINNESOTA 55439
(Address of principal executive offices) (Zip Code)
SPINE-TECH, INC. 1996 OMNIBUS STOCK PLAN
SPINE-TECH, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
David W. Stassen
President and Chief Executive Officer
Spine-Tech, Inc.
7375 Bush Lake Road
Minneapolis, Minnesota 55439
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (612) 832-5600
______________________
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
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Common Stock,
$.01 par value 1,000,000 shares $27.75 $27,750,000 $9,569
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(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices per
share of the Registrant's Common Stock on June 26, 1996, as reported on
the Nasdaq National Market.
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SPINE-TECH, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Spine-Tech, Inc. (the "Company") filed with
the Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference and made a part hereof:
(1) The Company's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 filed pursuant to Section 13 of the
Exchange Act.
(2) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year ended December
31, 1995.
(3) The description of the Company's Common Stock which is contained
in the Registration Statement on Form 8-A filed May 25, 1995
under the Exchange Act and all amendments and reports filed for
the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article V of the Company's By-Laws, the Company indemnifies its
directors and officers to the extent permitted by Minnesota Statutes
Section 302A.521. Section 302A.521 requires the Company to indemnify a person
made or threatened to be made a party to a proceeding, by reason of the former
or present official capacity of the person with respect to the Company, against
judgments, penalties, fines, including without limitation excise taxes assessed
against the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, if, with
respect to the acts or omissions of the person complained of in the proceeding,
such person (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation excise taxes assessed
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against the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding with respect to the same acts or
omissions; (2) acted in good faith; (3) received no improper personal
benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the
case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the
official capacity of officer, committee member, employee or agent, reasonably
believed that the conduct was in the best interests of the Company, or in the
case of performance by a director, officer, employee or agent of the Company
as a director, officer, partner, trustee, employee or agent of another
organization or employee benefit plan, reasonably believed that the conduct
was not opposed to the best interests of the Company. In addition, Section
302A.521, Subd. 3, requires payment by the Company, upon written request, of
reasonable expenses in advance of final disposition in certain instances. A
decision as to required indemnification is made by a majority of the
disinterested Board of Directors present at a meeting at which a
disinterested quorum is present, or by a designated committee of
disinterested directors, by special legal counsel, by the disinterested
shareholders, or by a court.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, File No. 0-26116) and Notice of
Change of Registered Office/Registered Agent dated January
19, 1996 (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 0-26116).
4.2 Restated By-Laws of the Company and Amendment to Restated
By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1996, File No. 0-
26116).
4.3 Spine-Tech, Inc. 1996 Omnibus Stock Plan (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, File No. 0-
26116).
4.4 Spine-Tech, Inc. Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.13 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, File No.
0-26116).
5 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
23.1 Consent of Faegre & Benson LLP is contained in its opinion
filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney authorizing David W. Stassen and Keith M.
Eastman to sign this Registration Statement on behalf of the
directors and certain officers of the Company.
II-2
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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 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; 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) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to
Section 13 or Section 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 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 any liability under the Securities Act of 1933, each filing of the
Company'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 incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Minneapolis, State of Minnesota, on July 1, 1996.
SPINE-TECH, INC.
By /s/ David W. Stassen
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David W. Stassen
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 1, 1996 by the following persons
in the capacities indicated.
SIGNATURE CAPACITY
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/s/ David W. Stassen President and Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
David W. Stassen
/s/ Keith M. Eastman Chief Financial Officer and Secretary
- ----------------------------- (Principal Financial and Accounting Officer)
Keith M. Eastman
David W. Stassen* Director )
Robert J. DePasqua* Director ) A majority of the
James F. Lyons* Director ) Board of Directors
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*By /s/ David W. Stassen
-------------------------
David W. Stassen
For Himself and As
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit Description Page
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4.1 Amended and Restated Articles of
Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995, File
No. 0-26116) and Notice of Change of
Registered Office/Registered Agent dated
January 19, 1996 (incorporated by reference
to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1995, File No. 0-26116)
4.2 Restated By-Laws of the Company and
Amendment to Restated By-Laws of the Company
(incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31,
1996, File No. 0-26116)
4.3 Spine-Tech, Inc. 1996 Omnibus Stock Plan
(incorporated by reference to Exhibit 10.14
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, File
No. 0-26116)
4.4 Spine-Tech, Inc. Employee Stock Purchase
Plan (incorporated by reference to
Exhibit 10.13 to the Company's Annual Report
on Form 10-K for the year ended December 31,
1995, File No. 0-26116)
5 Opinion of Faegre & Benson LLP as to the Electronically
legality of the shares being registered. . . . . . Transmitted
23.1 Consent of Faegre & Benson LLP is contained
in its opinion filed as Exhibit 5 to this
Registration Statement
23.2 Consent of Ernst & Young LLP . . . . . . . . . . . Electronically
Transmitted
24 Powers of Attorney authorizing David W.
Stassen and Keith M. Eastman to sign this
Registration Statement on behalf of the
directors and certain officers of the Electronically
Company. . . . . . . . . . . . . . . . . . . . . . Transmitted
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Exhibit 5
July 1, 1996
Spine-Tech, Inc.
7375 Bush Lake Road
Minneapolis, MN 55439
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of 1,000,000 shares of Common Stock, par value $.01 per share (the
"Shares"), of Spine-Tech, Inc., a Minnesota corporation (the "Company"),
pursuant to the Spine-Tech, Inc. 1996 Omnibus Stock Plan and the Spine-Tech,
Inc. Employee Stock Purchase Plan, we have examined such corporate records and
other documents, including the Registration Statement, and have reviewed such
matters of law as we have deemed relevant hereto, and, based upon such
examination and review, it is our opinion that all necessary corporate action on
the part of the Company has been taken to authorize the issuance and sale of the
Shares and that, when issued and sold as contemplated in the Registration
Statement, the Shares will be legally issued, fully paid and nonassessable under
the current laws of the State of Minnesota.
We are admitted to the practice of law in the State of Minnesota and
the foregoing opinions are limited to the laws of that state and the federal
laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FAEGRE & BENSON LLP
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Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Spine-Tech, Inc. 1996 Omnibus Stock Plan and the Spine-
Tech, Inc. Employee Stock Purchase Plan of our report dated February
21, 1996 with respect to the financial statements and schedule of Spine-Tech,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 1, 1996
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Exhibit 24
SPINE-TECH, INC.
POWER OF ATTORNEY OF DIRECTOR AND OFFICER
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Spine-Tech, Inc., a Minnesota corporation, does hereby make,
constitute and appoint David W. Stassen and Keith M. Eastman, and each or any of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution and resubstitution for the undersigned in the undersigned's name,
place and stead, to sign and affix the undersigned's name as such director
and/or officer of said Company to the Registration Statement or Registration
Statements on Form S-8 relating to both the Spine-Tech, Inc. 1996 Omnibus Stock
Plan and the Spine-Tech, Inc. Employee Stock Purchase Plan and all amendments
(including post-effective amendments) thereto, to be filed by said Company with
the Securities and Exchange Commission, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
power herein expressly granted, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or either of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 18th day of June, 1996.
/s/ David W. Stassen
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David W. Stassen
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SPINE-TECH, INC.
POWER OF ATTORNEY OF DIRECTOR AND OFFICER
-----------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Spine-Tech, Inc., a Minnesota corporation, does hereby make,
constitute and appoint David W. Stassen and Keith M. Eastman, and each or any of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution and resubstitution for the undersigned in the undersigned's name,
place and stead, to sign and affix the undersigned's name as such director
and/or officer of said Company to the Registration Statement or Registration
Statements on Form S-8 relating to both the Spine-Tech, Inc. 1996 Omnibus Stock
Plan and the Spine-Tech, Inc. Employee Stock Purchase Plan and all amendments
(including post-effective amendments) thereto, to be filed by said Company with
the Securities and Exchange Commission, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
power herein expressly granted, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or either of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 22nd day of June, 1996.
/s/ James Lyons
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James Lyons
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SPINE-TECH, INC.
POWER OF ATTORNEY OF DIRECTOR AND OFFICER
-----------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Spine-Tech, Inc., a Minnesota corporation, does hereby make,
constitute and appoint David W. Stassen and Keith M. Eastman, and each or any of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution and resubstitution for the undersigned in the undersigned's name,
place and stead, to sign and affix the undersigned's name as such director
and/or officer of said Company to the Registration Statement or Registration
Statements on Form S-8 relating to both the Spine-Tech, Inc. 1996 Omnibus Stock
Plan and the Spine-Tech, Inc. Employee Stock Purchase Plan and all amendments
(including post-effective amendments) thereto, to be filed by said Company with
the Securities and Exchange Commission, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
power herein expressly granted, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or either of them, or any of their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 21st day of June, 1996.
/s/ Robert DePasqua
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Robert DePasqua
