<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
SEAMED CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1002092
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14500 Northeast 87th Street
Redmond, Washington 98052-3431
(425) 867-1818
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
SEAMED CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Edgar F. Rampy Copy to:
Vice President, Treasurer Mark R. Beatty, Esq.
and Chief Financial Officer Preston Gates & Ellis LLP
SeaMED Corporation 5000 Columbia Center
14500 Northeast 87th Street 701 Fifth Avenue
Redmond, Washington 98052-3431 Seattle, Washington 98104-7078
(425) 867-1818 (206) 623-7580
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
===================================================================================================
Title of securities Amount to be Maximum offering Maximum aggregate Amount of
to be registered registered (1) price per unit(2) offering price(2) registration fee
<S> <C> <C> <C> <C>
Common Stock, no par
value per share 70,000 shares $20.625 $1,443,750 $437.50
===================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the 1996 Employee Stock Purchase Plan
described herein.
<PAGE> 2
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Act, based upon the average high and low
prices of the Common Stock of the Registrant on the Nasdaq Stock Market on
June 24, 1997.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by SeaMED Corporation (the "Company") are
incorporated herein by reference:
(a) The prospectus dated November 18, 1996 (the "Prospectus") with
respect to shares of the Company's Common Stock, having no par value per share
(the "Common Stock"), filed pursuant to Rule 424(b) of the Securities Act of
1933, as amended, that contains audited financial statements from the Company's
latest fiscal year for which such statements have been filed.
(b) All other reports filed 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 covered by the Prospectus.
(c) The description of the Common Stock that is contained in the
Company's Registration Statement on Form 10 filed pursuant to Section 12 of the
Exchange Act, as updated by the description of the Common Stock that is
contained in the Prospectus, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such 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.
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal matters in connection with the securities registered hereby were
passed upon by Preston Gates & Ellis LLP, Seattle, Washington. As of June 27,
1997, partners and attorneys employed by such firm beneficially own 29,550
shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 23B.08.510 of the Revised Code of Washington authorizes
Washington corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Articles of Incorporation and Bylaws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Washington law. The Company also maintains director's and officer's
liability insurance.
The Company's Bylaws and Articles of Incorporation provide that the
Company shall, to the full extent permitted by the Business Corporation Act of
the State of Washington, as amended from time to time, indemnify all directors
and officers of the Company. In addition, the Company's Articles of
Incorporation contain a provision eliminating the personal liability of
directors to the Company or its shareholders for monetary damages arising out of
their conduct as directors. Under Washington law, this provision eliminates the
liability of a director for breach of fiduciary duty but does not eliminate the
personal liability of any director for (i) acts or omissions of a director that
involve intentional misconduct or a knowing violation of law, (ii) conduct in
violation of Section 23B.08.310 of the Revised Code of Washington (which section
relates to unlawful distributions) or (iii) any transaction from which a
director personally received a benefit in money, property or services to which
the director was not legally entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
4.1 -- SeaMED Corporation 1996 Employee Stock Purchase Plan, as
approved by the Company's Shareholders on July 23, 1996
5.1 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP(see Exhibit 5.1)
23.2 -- Consent of Ernst & Young, LLP, Independent Auditors
-4-
<PAGE> 5
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;
(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.
(2) That, for 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.
(b) 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.
(c) 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.
-5-
<PAGE> 6
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 authorized and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Redmond, State of
Washington on this 27th day of June, 1997.
SeaMED CORPORATION
By /s/ W. Robert Berg
-----------------------------------
W. Robert Berg
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 27th day of June, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ W. Robert Berg President, Chief Executive Officer and
- ------------------------------------ Director (Principal Executive Officer)
W. Robert Berg
/s/ Edgar F. Rampy Vice President, Treasurer and Chief Financial
- ------------------------------------ Officer (Principal Financial Officer)
Edgar F. Rampy
/s/ Richard P. Munoz Controller (Principal Accounting Officer)
- ------------------------------------
Richard P. Munoz
/s/ R. Scott Asen Chairman of the Board, Director
- ------------------------------------
R. Scott Asen
Director
- ------------------------------------
Stephen J. Clearman
Director
- ------------------------------------
William D. Ellis
/s/ Richard E. Engebrecht Director
- ------------------------------------
Richard E. Engebrecht
Director
- ------------------------------------
William H. Gates, Sr.
/s/ Richard O. Martin Director
- ------------------------------------
Richard O. Martin
</TABLE>
-1-
<PAGE> 7
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
<S> <C> <C>
4.1 -- SeaMED Corporation 1996 Employee Stock Purchase Plan, as
approved by the Company's Shareholders on July 23, 1996
5.1 -- Opinion of Preston Gates & Ellis LLP
23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5.1)
23.2 -- Consent of Ernst & Young, LLP, Independent Auditors
</TABLE>
-2-
<PAGE> 1
EXHIBIT 4.1
SEAMED CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
SeaMED Corporation (the "Company") does hereby establish its 1996
Employee Stock Purchase Plan as follows:
1. Purpose of the Plan; Effective Date. The purpose of this Plan is to
provide eligible employees of the Company who wish to become shareholders in the
Company a convenient method of doing so. It is believed that employee
participation in the ownership of the business will be to the mutual benefit of
both the employees and the Company. It is the intention of the Company to have
the Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall, accordingly, be construed so as to extend and limit participation in
a manner consistent with the requirements of that section of the Code. This Plan
shall not be effective until the later of (i) approval by the holders of a
majority of the Company's voting securities, which approval must occur (if at
all) within 12 months of the adoption of this Plan by the Board of Directors and
(ii) the date that the Company's common stock begins to trade on the Nasdaq
Stock Market. If not so approved, the Plan and any rights granted hereunder
shall be void and of no effect.
2. Definitions.
2.1 "Base pay" means regular straight time earnings, plus
review cycle bonuses and overtime payments, payments for incentive compensation,
and other special payments except to the extent that any such item is
specifically excluded by the Board of Directors of the Company (the "Board").
2.2 "Account" shall mean the funds accumulated with respect to
an individual employee as a result of deductions from his paycheck for the
purpose of purchasing stock under this Plan. The funds allocated to an
employee's account shall remain the property of the respective employee at all
times but may be commingled with the general funds of the Company.
3. Employees Eligible to Participate. An employee of the Company or any
of its subsidiaries who is in the employ of the Company on one or more offering
dates is eligible to participate in the Plan, provided that they have been
employed by the Company as of the commencement date of an offering, except: (a)
employees whose customary employment is less than 20 hours per week; (b)
employees whose customary employment is for not more than five months in any
calendar year, and (c) independent contractors, individuals employed through
contract employment agencies or companies, interns, or any other temporary type
worker. With respect to any employee subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended, the Company may impose such conditions on the
grant or exercise of any rights hereunder necessary to satisfy the requirements
of such statute or applicable regulations.
4. Offerings. Generally, there will be ten separate consecutive
six-month offerings pursuant to the Plan. The first offering shall commence on
the date that the Company's common stock begins to trade on the Nasdaq Stock
Market and extend through June 30, 1997. Thereafter, offerings shall commence on
each subsequent January 1 and July 1, and the final offering under this Plan
shall commence on July 1, 2001 and terminate on December 31, 2001. In order to
become eligible to purchase shares, an employee must sign an Enrollment
Agreement, and any other necessary papers on or before the commencement date
(except for the initial offering, January 1 or July 1) of the particular
offering in which he wishes to participate. Participation in one offering under
the Plan shall neither limit, nor require, participation in any other offering.
5. Price. The purchase price per share shall be the lesser of (1) 85%
of the fair market value of the stock on the offering date; or (2) 85% of the
fair market value of the stock on the last business day of the offering. Fair
market value shall mean the price at which the Company sells stock in a public
offering or, if no such sales occur within any offering period, the closing bid
price as reported on the Nasdaq Stock Market or, if the stock is traded on a
stock exchange, the closing price for the stock on the principal such exchange.
<PAGE> 2
6. Offering Date. The "offering date" as used in this Plan shall be the
commencement date of the offering, if such date is a regular business day, or
the first regular business day following such commencement date. A different
date may be set by resolution of the Board.
7. Number of Shares to be Offered. Subject to adjustment as provided
herein, the number of Shares that may be issued under the Plan shall not exceed
70,000 Shares (as such number may be adjusted by any stock split approved by the
Board of Directors). The actual number of Shares to be issued under this Plan
shall be determined in the discretion of the Board of Directors. The shares to
be sold to participants under the Plan will be common stock of the Company. If
the total number of shares for which options are to be granted on any date in
accordance with Section 10 exceeds the number of shares then available under the
Plan (after deduction of all shares for which options have been exercised or are
then outstanding), the Company shall make a pro rata allocation of the shares
remaining available in as nearly a uniform manner as shall be practicable and as
it shall determine to be equitable. In such event, the payroll deductions to be
made pursuant to the authorizations therefor shall be reduced accordingly and
the Company shall give written notice of such reduction to each employee
affected thereby.
8. Participation.
8.1 An eligible employee may become a participant by
completing an Enrollment Agreement provided by the Company and filing it with
the Human Resources Department prior to the commencement of the offering to
which it relates.
8.2 Payroll deductions for a participant shall commence on the
offering date, and shall end on the termination date of such offering unless
earlier terminated by the employee as provided in Paragraph 14.
9. Payroll Deductions.
9.1 At the time a participant files his authorization for a
payroll deduction, he shall elect to have deductions made from his pay on each
payday during the time he is a participant in an offering at a percentage of his
base pay as may be from time to time set by the Board; provided such percentage
shall not exceed 10%.
9.2 All payroll deductions made for a participant shall be
credited to his account under the Plan. A participant may not make any separate
cash payment into such account nor may payment for shares be made other than by
payroll deduction.
9.3 A participant may discontinue his participation in the
Plan as provided in Section 14, but no other change can be made during an
offering and, specifically, a participant may not alter the rate of his payroll
deductions for that offering.
10. Granting of Option. On the offering date, this Plan shall be deemed
to have granted to the participant an option for as many full and/or fractional
shares as he will be able to purchase with the payroll deductions credited to
his account during his participation in that offering. Notwithstanding the
foregoing, no participant may purchase stock the fair market value of which
exceeds $25,000 during any calendar year.
11. Exercise of Option. Each employee who continues to be a participant
in an offering on the last business day of that offering shall be deemed to have
exercised his option on such date and shall be deemed to have purchased from the
Company such number of full and/or fractional shares of common stock reserved
for the purpose of the Plan as his accumulated payroll deductions on such date
will pay for at the option price.
12. Employee's Rights. No participating employee shall have any right
as a shareholder with respect to any shares until the shares have been purchased
in accordance with Section 11 above and the stock has been issued by the
Company. Neither the adoption of this Plan nor the granting of rights pursuant
to it shall be deemed to create any right in any employee to be retained or
continued in the employment of the Company or any subsidiary.
<PAGE> 3
13. Evidence of Stock Ownership.
13.1 Promptly following the end of each offering, the number
of shares of common stock purchased by each participant shall be deposited into
an account established in the participant's name at a stock brokerage or other
financial services firm designated by the Company (the "ESPP Broker" ).
13.2 The participant may direct, by written notice to the
Company at the time of his enrollment in the Plan, that his ESPP Broker account
be established in the names of the participant and one other person designated
by the participant, as joint tenants with right of survivorship, tenants in
common, or community property, to the extent and in the manner permitted by
applicable law.
13.3 A participant shall be free to undertake a disposition
(as that term is defined in Section 424(c) of the US Internal Revenue Code of
1986, as amended (the "Code")) of the shares in his account at any time, whether
by sale, exchange, gift, or other transfer of legal title, but in the absence of
such a disposition of the shares, the shares must remain in the participant' s
account at the ESPP Broker until the holding period set forth in Section 423(a)
of the Code has been satisfied. With respect to shares for which the Section
423(a) holding period has been satisfied, the participant may move those shares
to another brokerage account of participant' s choosing or request that a stock
certificate be issued and delivered to him.
13.4 A participant who is not subject to payment of U.S.
income taxes may move his shares to another brokerage account of his choosing or
request that a stock certificate be issued and delivered to him at any time,
without regard to the satisfaction of the Section 423(a) holding period.
14. Withdrawal.
14.1 An employee may withdraw from an offering, in whole but
not in part, at any time prior to the last business day of such offering by
delivering a Withdrawal Notice to the Company, in which event the Company will
refund the entire balance of his deductions as soon as practicable thereafter.
14.2 To re-enter the Plan, an employee who has previously
withdrawn must file a new Enrollment Agreement in accordance with Section 8.1.
The employee's re-entry into the Plan will not become effective before the
beginning of the next offering following his withdrawal, and if the withdrawing
employee is an officer of the Company within the meaning of Section 16 of the
Securities Exchange Act of 1934 he may not re-enter the Plan before the
beginning of the second offering following his withdrawal.
15. Carryover of Account. At the termination of each offering the
Company shall automatically re-enroll the employee in the next offering, and the
balance in the employee's account shall be used for option exercises in the new
offering, unless the employee has advised the Company otherwise. Upon
termination of the Plan, the balance of each employee's account shall be
refunded to him.
16. Interest. No interest will be paid or allowed on any money in the
accounts of participating employees.
17. Rights Not Transferable. No employee shall be permitted to sell,
assign, transfer, pledge, or otherwise dispose of or encumber either the payroll
deductions credited to his account or any rights with regard to the exercise of
an option or to receive shares under the Plan other than by will or the laws of
descent and distribution, and such right and interest shall not be liable for,
or subject to, the debts, contracts, or liabilities of the employee. If any such
action is taken by the employee, or any claim is asserted by any other party in
respect of such right and interest whether by garnishment, levy, attachment or
otherwise, such action or claim will be treated as an election to withdraw funds
in accordance with Section 14.
18. Termination of Employment. Upon termination of employment for any
reason whatsoever, including but not limited to death or retirement, the balance
in the account of a participating employee shall be paid to the employee or his
estate.
<PAGE> 4
19. Amendment or Discontinuance of the Plan. The Board shall have the
right to amend, modify, or terminate the Plan at any time without notice,
provided that no employee's existing rights under any offering already made
under Section 4 hereof may be adversely affected thereby, and provided further
that no such amendment of the Plan shall, except as provided in Section 20,
increase above 70,000 the total number of shares to be offered unless
shareholder approval is obtained therefor.
20. Changes in Capitalization. In the event of reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, offerings of rights, or any other change in the structure of the
common shares of the Company, the Board may make such adjustment, if any, as it
may deem appropriate in the number, kind, and the price of shares available for
purchase under the Plan, and in the number of shares which an employee is
entitled to purchase.
21. Share Ownership. Notwithstanding anything herein to the contrary,
no employee shall be permitted to subscribe for any shares under the Plan if
such employee, immediately after such subscription, owns shares (including all
shares which may be purchased under outstanding subscriptions under the Plan)
possessing 5% or more of the total combined voting power or value of all classes
of shares of the Company or of its parent or subsidiary corporations.
22. Administration. The Plan shall be administered by the Board. The
Board shall be vested with full authority to make, administer, and interpret
such rules and regulations as it deems necessary to administer the Plan, and any
determination, decision, or action of the Board in connection with the
construction, interpretation, administration, or application of the Plan shall
be final, conclusive, and binding upon all participants and any and all persons
claiming under or through any participant.
The Board may delegate any or all of its authority hereunder to such
committee as it may designate.
23. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received by the Human Resources Department of the Company or
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.
24. Termination of the Plan. This Plan shall terminate at the earliest
of the following:
24.1 December 31, 2001;
24.2 The date of the filing of a Statement of Intent to
Dissolve by the Company or the effective date of a merger or consolidation
wherein the Company is not to be the surviving corporation, which merger or
consolidation is not between or among corporations related to the Company. Prior
to the occurrence of either of such events, on such date as the Company may
determine, the Company may permit a participating employee to exercise the
option to purchase shares for as many full and/or fractional shares as the
balance of his account will allow at the price set forth in accordance with
Section 5. If the employee elects to purchase shares, the remaining balance of
his account will be refunded to him after such purchase.
24.3 The date the Board acts to terminate the Plan in
accordance with Section 19 above.
24.3 The date when all shares reserved under the Plan have
been purchased.
25. Limitations on Sale of Stock Purchased Under the Plan. The Plan is
intended to provide common stock for investment and not for resale. The Company
does not, however, intend to restrict or influence any employee in the conduct
of his own affairs. An employee, therefore, may sell stock purchased under the
Plan at any time he chooses, subject to compliance with any applicable federal
or state securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.
<PAGE> 5
26. Governmental Regulation and Registration of Shares. The Company's
obligation to sell and deliver shares of the Company's common stock under this
Plan is subject to the approval of, or registration of shares of common stock
with, applicable governmental authorities required in connection with the
authorization, issuance, or sale of such shares.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Preston Gates & Ellis LLP]
June 27, 1997
SeaMED Corporation
14500 Northeast 87th Street
Redmond, Washington 98052-3431
Re: Registration Statement on Form S-8 of SeaMED Corporation;
SeaMED Corporation 1996 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to SeaMED Corporation (the "Company") in
connection with the filing of the above-referenced Registration Statement (the
"Registration Statement") relating to the registration of 70,000 shares (the
"Shares") of Common Stock, no par value per share, of the Company issuable under
the Company's 1996 Employee Stock Purchase Plan. In connection therewith, we
have reviewed the Company's Articles of Incorporation, Bylaws, minutes of
appropriate meetings, a copy of the Plan and such other matters we deemed
appropriate.
Based on that review, it is our opinion that the Shares will be, when
sold pursuant to the terms contemplated by the Registration Statement, validly
issued, fully paid and non-assessable under the Washington Business Corporation
Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
/s/ Mark R. Beatty
By
-----------------------------------
Mark R. Beatty
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders of
SeaMED Corporation
We consent to the incorporation by reference in Registration Statement
(Form S-8 No. 333-______) pertaining to the 1996 Employee Stock Purchase Plan
of SeaMED Corporation of our report dated August 6, 1996 with respect to the
financial statements and schedules of SeaMED Corporation included in its
Registration Statement, as amended (Form S-1 No. 333-13455) filed with the
Securities and Exchange Commission on November 18, 1996.
Seattle, Washington ERNST & YOUNG, LLP
June 27, 1997
