<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HEALTHDYNE TECHNOLOGIES, INC.
-----------------------------
(Exact Name of Registrant as Specified in its Charter)
Georgia 52-1756497
- ------------------------------------ ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1255 Kennestone Circle
Marietta, Georgia 30066
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(Address of Principal Executive Offices)
HEALTHDYNE TECHNOLOGIES, INC.
1996 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
Leslie R. Jones, Esq.
1255 Kennestone Circle
Marietta, Georgia 30066
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(Name and Address of Agent for Service)
770-499-1212
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(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per share aggregate offering price Amount of registration
registered registered (1) (2) (2) fee (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share, along with
associated preferred stock
purchase rights 750,000 shares $9 1/16 $6,796,875 $2,343.75
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions as provided in the Healthdyne
Technologies, Inc. 1996 Stock Option Plan.
(2) Pursuant to Rule 457(h)(1), these figures are based upon the average of
the high ($9 1/4) and low ($8 7/8) prices paid for a share of the Company's
Common Stock on October 22, 1996, as reported by the Nasdaq National Market, and
are used solely for the purpose of calculating the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The undersigned registrant ("Registrant") hereby incorporates by
reference into this registration statement a copy of the following:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1996 and June 30, 1996; and
(c) The description of the Registrant's capital stock contained in its
Form 8-A, as amended, filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed subsequent to the date of this
registration statement by the undersigned Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, and prior to the filing of a post-
effective amendment hereto, which either indicates that all shares of Common
Stock offered hereby have been sold or deregisters any shares of such Common
Stock then remaining unsold, shall be deemed to have been incorporated by
reference into this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
The legality of the shares offered hereby is being passed upon for the
Company by Troutman Sanders LLP, Atlanta, Georgia. Carl E. Sanders, Chairman of
Troutman Sanders LLP, is the beneficial owner of 27,222 shares of Common Stock
of the Company as of October 1, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Under the Georgia Business Corporation Code (the "Georgia Code"), the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including under the Securities
Act of 1933, as amended. The Registrant's By-Laws provide that the Registrant
will indemnify its directors and officers to the fullest extent permitted by
law. In addition, the Registrant's Articles of Incorporation provide that a
director of the Registrant shall not be personally liable to the Registrant or
its shareholders for monetary damages for breach of the duty of care or other
duty as a director, provided that this provision does not apply to liability (i)
for any appropriation, in violation of the director's duties, of any business
opportunity of the registrant, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
the types of liability set forth in Section 14-2-832 of the Georgia Code, or
(iv) for any transaction from which the director derived an improper personal
benefit.
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Section 14-2-851 of the Georgia Code gives a corporation power to
indemnify or obligate itself to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the corporation and, in the case of any
criminal proceeding, he has no reasonable cause to believe his conduct was
unlawful, except that no indemnification shall be made in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with any other proceeding in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.
The By-Laws of the Registrant provide in substance that a director or
officer of the Registrant, or a party serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Registrant to the maximum
extent permitted by the Georgia Code.
The Registrant has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
------ -----------
4.1(a) Articles of Incorporation of the Company (filed as Exhibit
3.1(a) to the Company's Registration Statement on Form S-1
(Registration No. 33-60708) (the "Form S-1") and
incorporated herein by reference)).
4.1(b) Articles of Amendment to the Articles of Incorporation of
the Company (filed as Exhibit 3.1(b) to the Form S-1 and
incorporated herein by reference).
4.1(c) Articles of Amendment to the Articles of Incorporation
(filed as Exhibit 3.1(c) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 (the "Form
10-K") and incorporated herein by reference).
4.2 By-Laws of the Company, as amended (filed as Exhibit 3.2 to
the Form 10-K and incorporated herein by reference).
4.3 Shareholder Rights Agreement dated as of May 22, 1995
between the Registrant and Trust Company Bank, (filed as
Exhibit 1 to the Form 8-A dated May 19, 1995 and
incorporated herein by reference).
II-2
<PAGE>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of KMPG Peat Marwick LLP.
23.2 Consent of Troutman Sanders LLP (contained in its opinion
filed as Exhibit 5).
ITEM 9. UNDERTAKINGS.
-------------
(a) Rule 415 offerings. 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 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 a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(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 information required to be included in a post-
effective amendment by those paragraphs 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 the 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.
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(b) Filings incorporating subsequent Exchange Act documents 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
(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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Filing of registration statement on Form S-8. 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 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.
Remainder of page intentionally left blank.
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<PAGE>
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 City of Marietta, State of Georgia, on
this 23/rd/ day of October, 1996.
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ Craig B. Reynolds
-------------------------------------
Craig B. Reynolds
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Craig B. Reynolds, M. Wayne Boylston
and Leslie R. Jones, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all 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
attorneys-in-fact and agents full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as he might or
would 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- ------------------------- ----------------
<S> <C> <C>
/s/ Craig B. Reynolds Chief Executive Officer, October 23, 1996
- ---------------------------- President and Director
Craig B. Reynolds
Director October 23, 1996
- ----------------------------
Parker H. Petit
/s/ M. Wayne Boylston Vice President - Finance, October 23, 1996
- ---------------------------- Chief Financial Officer
M. Wayne Boylston and Treasurer
/s/ J. Terry Dewberry Director October 23, 1996
- ----------------------------
J. Terry Dewberry
/s/ Alexander H. Lorch Director October 23, 1996
- ----------------------------
Alexander H. Lorch
Director October 23, 1996
- ----------------------------
J. Leland Strange
/s/ James J. Wellman, M.D. Director October 23, 1996
- ----------------------------
James J. Wellman, M.D.
/s/ J. Paul Yokubinas Director October 23, 1996
- ----------------------------
J. Paul Yokubinas
</TABLE>
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1(a) Articles of Incorporation of the Company (filed as Exhibit 3.1(a)
to the Company's Registration Statement on Form S-1 (Registration
No. 33-60708) (the "Form S-1") and incorporated herein by
reference)).
4.1(b) Articles of Amendment to the Articles of Incorporation of the
Company (filed as Exhibit 3.1(b) to the Form S-1 and incorporated
herein by reference).
4.1(c) Articles of Amendment to the Articles of Incorporation (filed as
Exhibit 3.1(c) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (the "Form 10-K") and
incorporated herein by reference).
4.2 By-Laws of the Company, as amended (filed as Exhibit 3.2 to the
Form 10-K and incorporated herein by reference).
4.3 Shareholder Rights Agreement dated as of May 22, 1995 between the
Registrant and Trust Company Bank, (filed as Exhibit 1 to the
Form 8-A dated May 19, 1995 and incorporated herein by
reference).
5 Opinion of Troutman Sanders LLP.
23.1 Consent of KMPG Peat Marwick LLP.
23.2 Consent of Troutman Sanders LLP (contained in its opinion filed
as Exhibit 5).
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<PAGE>
EXHIBIT 5
October 23, 1996
Healthdyne Technologies, Inc.
1255 Kennestone Circle
Marietta, Georgia 30339
Ladies and Gentlemen:
We have examined a copy of the registration statement on Form S-8
proposed to be filed by Healthdyne Technologies, Inc., a Georgia
corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission"), relating to the registration pursuant to the provisions
of the Securities Act of 1933, as amended (the "Securities Act"), of
750,000 shares (the "Shares") of the Company's Common Stock, par value $.01
per share, along with associated preferred stock purchase rights (the
"Common Stock"), reserved for issuance in connection with options to be
granted under the Healthdyne Technologies, Inc. 1996 Stock Option Plan (the
"Plan"). In rendering this opinion, we have reviewed such documents and
made such investigations as we deemed appropriate.
We are of the opinion that, subject to compliance with the
pertinent provisions of the Securities Act and to compliance with such
securities or "Blue Sky" laws of any jurisdiction as may be applicable,
when certificates evidencing the Shares have been duly executed,
countersigned, registered, issued and delivered in accordance with the
terms of the Plan and the respective stock option agreements entered into,
under and in accordance with the Plan, the Shares will be duly and validly
issued and outstanding, fully paid and non-assessable Shares of Common
Stock of the Company.
We are members of the Bar of the State of Georgia. In expressing
the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the laws of the State of Georgia and the Federal
law of the United States of America.
We hereby consent to the filing of this opinion or copies thereof
as an exhibit to the registration statement referred to above.
Very truly yours,
/s/ TROUTMAN SANDERS LLP
------------------------
TROUTMAN SANDERS LLP
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
ACCOUNTANTS' CONSENT
The Board of Directors
Healthdyne Technologies, Inc.
We consent to the use of our reports incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG PEAT MARWICK LLP
Atlanta, Georgia
October 23, 1996
