<PAGE> 1
As filed with the Securities and Exchange Commission
on June 10, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HEMASURE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3216862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 LOCKE DRIVE, MARLBOROUGH, MASSACHUSETTS 01752
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
(Full title of the plan)
MARK G. BORDEN, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $15.75(1) $23,625,000(1) $8,147.00
$.01 par shares
value
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on the Nasdaq National Market on June 3, 1996 in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
<PAGE> 2
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-79720, relating
to the Registrant's 1994 Stock Option Plan.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Marlborough, Commonwealth of Massachusetts on the 7th
day of June, 1996.
HEMASURE INC.
By: /s/ Eugene J. Zurlo
-------------------
Eugene J. Zurlo
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of HemaSure Inc. hereby
severally constitute Eugene J. Zurlo, James B. Murphy and Mark G. Borden, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable HemaSure Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
-3-
<PAGE> 4
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.
Signature Title Date
- --------- ----- ----
/s/ Eugene J. Zurlo Chief Executive )
- ---------------------------- Officer and Chairman )
Eugene J. Zurlo of the Board of )
Directors (Principal )
Executive Officer )
)
/s/ James B. Murphy Senior Vice President -- )
- ---------------------------- Finance and Administration )
James B. Murphy (Principal Financial )
and Accounting Officer) )
)
/s/ Timothy J. Barberich Director )
- ---------------------------- )
Timothy J. Barberich )
)
)
/s/ David S. Barlow Director )
- ---------------------------- )
David S. Barlow )
) June 7, 1996
)
/s/ John T. Kimbell Director )
- ---------------------------- )
John T. Kimbell )
)
)
/s/ Rolf S. Stutz Director )
- ---------------------------- )
Rolf S. Stutz )
)
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
4.1 * Certificate of Incorporation
of the Registrant, as amended -
4.2 * By-Laws of the Registrant -
4.3 ** Specimen Certificate of Common Stock of
the Registrant -
5 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in Exhibit 5) -
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in the signature pages
of this Registration Statement) -
</TABLE>
- -----------------
* Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8 relating to the Registrants 1994 Director Option
Plan filed on June 10, 1996.
** Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-75930).
<PAGE> 1
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
June 10, 1996
HemaSure Inc.
140 Locke Drive
Marlborough, MA 01752
Re: 1994 Stock Option Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to an additional 1,500,000 shares of Common Stock, $.01 par
value per share (the "Shares"), of HemaSure Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1994 Stock Option Plan, as amended (the
"Plan").
We have examined the Certificate of Incorporation, as amended and the
By-Laws of the Company, and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and stockholders of
the Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan at a price per share at least equal to the par value per
share of the Common Stock, will be legally issued, fully paid and nonassessable.
<PAGE> 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ HALE AND DORR
------------------------
HALE AND DORR
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of HemaSure Inc. on Form S-8 relating to the 1994 Stock Option Plan,
of our report dated February 9, 1996, on our audits of the consolidated
financial statements and financial statement schedule of HemaSure Inc.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 7, 1996
