<PAGE>
As filed with the Securities and Exchange Commission on March 28, 1997.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
DIAMETRICS MEDICAL, INC
-----------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1663185
--------- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
2658 Patton Road
Roseville, Minnesota 55113
--------------------------
(Address of principal executive offices) (Zip code)
1995 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of plan)
__________________________
Mr. David T. Giddings
Chief Executive Officer
2658 Patton Road
Roseville, Minnesota 55113
(Name and address of agent for service)
(612) 639-8035
(Telephone number, including area code, of agent for service)
__________________________
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered (1) per Unit (2) Price (2) Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 150,000 $3-3/4 $562,500.00 $171.00
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents the number of shares
of Common Stock that may be issued pursuant to the 1995 Employee Stock
Purchase Plan (the "Plan") in addition to shares previously registered
under the Plan.
(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share and the proposed maximum aggregate offering price are based upon
the average of the high and low prices of the Common Stock as reported
by Nasdaq on March 25, 1997.
Pursuant to General Instruction E of the General Instructions to Form S-8, the
Registration Statement incorporates by reference the Registration Statement on
Form S-8 relating to the Plan and filed with the Securities and Exchange
Commission on September 29, 1995 (File No. 33-97540).
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of KMPG Peat Marwick LLP, independent auditors
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
above)
24 Powers of Attorney (included in signature page)
Item 9. Undertakings.
------------
A. Post-Effective Amendments.
-------------------------
The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(c) 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 subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.
-1-
<PAGE>
B. Subsequent Documents Incorporated by Reference.
----------------------------------------------
The undersigned registrant hereby undertakes that, for purposes of
determining any 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 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. Claims for Indemnification.
--------------------------
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 other
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.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe 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 Roseville, State of Minnesota, on this 27th day of
March, 1997.
Diametrics Medical, Inc.
By /s/ David T. Giddings
--------------------------
David T. Giddings, Chief Executive
Officer and Chairman
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated:
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ David T. Giddings
- -------------------------
David T. Giddings Chief Executive Officer and Chairman (Principal Executive Officer)
/s/ Laurence L. Betterley
- -------------------------
Laurence L. Betterley Chief Financial Officer (Principal Financial Officer)
/s/ Jill M. Nussbaum
- -------------------------
Jill M. Nussbaum Corporate Controller (Principal Accounting Officer)
Mark B. Knudson, Ph.D. Director )
James E. Ashton, Ph.D Director ) By: /s/ Laurence L. Betterley
Fred E. Silverstein, M.D. Director ) -------------------------
Gerald L. Cohn Director ) as Attorney-In-Fact
Andre de Bruin Director )
Richard A. Norling Director ) Dated: March 27, 1997
Roy S. Johnson Director )
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David T. Giddings and Laurence L.
Betterley, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute a Registration Statement on Form S-8 to be
filed under the Securities Act of 1933, as amended, for the registration of
150,000 shares of Common Stock of Diametrics Medical, Inc. under its 1995
Employee Stock Purchase Plan, and any and all post-effective amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Roy S. Johnson
----------------------------------------
Dated: March 23, 1997 Roy S. Johnson
/s/ Mark B. Knudson /s/ James E. Ashton
- ------------------------------- ----------------------------------------
Mark B. Knudson, Ph.D. James E. Ashton, Ph.D
/s/ Fred E. Silverstein /s/ Gerald L. Cohn
- ------------------------------- ----------------------------------------
Fred E. Silverstein, M.D. Gerald L. Cohn
/s/ Andre de Bruin /s/ Richard A. Norling
- ------------------------------- ----------------------------------------
Andre de Bruin Richard A. Norling
-3-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of KMPG Peat Marwick LLP, independent auditors
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney (included in signature page)
<PAGE>
EXHIBIT 5
[DORSEY & WHITNEY LETTERHEAD]
Diametrics Medical, Inc.
2658 Patton Road
Roseville, Minnesota 55113
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Diametrics Medical, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company, and the resale by recipients, from time
to time of up to 150,000 shares of Common Stock, $.01 par value, of the Company
(the "Shares"), to be sold to employees pursuant to the Company's 1995 Employee
Stock Purchase Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinion set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinions, we
have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated:March 27, 1997
Very truly yours,
/s/ DORSEY & WHITNEY LLP
KLC
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Diametrics Medical, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 23, 1996, appearing in your Annual Report
on Form 10-K for the fiscal year ended December 31, 1995.
/s/ KMPG Peat Marwick LLP
Minneapolis, Minnesota
March 26, 1997
