<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 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)
1997 SEAMED CORPORATION
EMPLOYEE NONQUALIFIED STOCK OPTION 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 Maximum Maximum
securities offering aggregate Amount of
to be registered Amount to be price per offering price registration
registered (1) unit (2) (2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value
per share 25,000 shares $18.6875 $467,187.50 $141.57
===============================================================================
</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 1997 Employee Nonqualified Stock Option
Plan described herein.
(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
July 14, 1997.
<PAGE> 2
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> 3
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 July 23,
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
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
4.1 -- 1997 SeaMED Corporation Employee Nonqualified Stock
Option Plan, as approved by the Company's Board of
Directors on April 29, 1997
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>
- ----------
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<PAGE> 4
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.
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<PAGE> 5
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
23rd day of July, 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 23rd day of July, 1997.
SIGNATURE TITLE
/s/ W. Robert Berg President, Chief Executive
- ----------------------------- Officer and Director (Principal
W. Robert Berg Executive Officer)
/s/ Edgar F. Rampy Vice President, Treasurer and
- ----------------------------- Chief Financial Officer
Edgar F. Rampy (Principal Financial Officer)
/s/ Richard P. Munoz Controller (Principal
- ----------------------------- Accounting Officer)
Richard P. Munoz
Chairman of the Board, Director
- ------------------------------
R. Scott Asen
Director
- ------------------------------
Stephen J. Clearman
/s/ William D. Ellis Director
- ------------------------------
William D. Ellis
/s/ Richard E. Engebrecht Director
- ------------------------------
Richard E. Engebrecht
/s/ William H. Gates, Sr. Director
- ------------------------------
William H. Gates, Sr.
Director
- ------------------------------
Richard O. Martin
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<PAGE> 6
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
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<S> <C> <C>
4.1 -- 1997 SeaMED Corporation Employee Nonqualified Stock
Option Plan, as approved by the Company's Board of
Directors on April 29, 1997
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>
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<PAGE> 1
EXHIBIT 4.1
1997 SEAMED CORPORATION
EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
ARTICLE 1. PURPOSE AND DURATION
1.1 PURPOSE. The purpose of the 1997 SeaMED Corporation Employee
Nonqualified Stock Option Plan (the "Plan") is to further the growth,
development and financial success of SeaMED Corporation (the "Company") by
aligning the personal interests of key employees, through the ownership of
shares of the Company's Common Stock to those of the Company's shareholders. The
Plan is further intended to provide flexibility to the Company in its ability to
compensate key employees and to motivate, attract and retain the services of
such key employees who have the ability to enhance the value of the Company.
1.2 DURATION. The Plan shall be deemed effective with the approval of the
Board of Directors of the Company on April 29, 1997 (the "Effective Date"), and
shall remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 9 herein and the availability
of Shares subject to the Plan, until April 29, 2007 (the "Termination Date"). No
Award may be granted under the Plan on or after the Termination Date, but Awards
made prior to the Termination Date may be exercised, vested or otherwise
effectuated beyond that date unless otherwise limited.
ARTICLE 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
"Affiliate" means any corporation (other than a Subsidiary), partnership,
association, joint venture or other entity in which the Company or any
Subsidiary participates directly or indirectly in the decisions regarding the
management thereof or the production or marketing of products or services.
"Award" means, individually or collectively, a grant under this Plan of
Stock Options.
"Award Agreement" means the document which evidences an Award and which
sets forth the terms, conditions and limitations relating to such Award.
"Board" or "Board of Directors" means the Board of Directors of the
Company.
"Change in Control" means (a) a merger or consolidation wherein the
Company is not a surviving corporation whose common stock is publicly traded on
the Nasdaq Stock Market or a national securities exchange, which merger or
consolidation is not between or among the Company and any Affiliates or
Subsidiaries, (b) a tender offer or takeover bid for the Shares (other than a
tender offer by the Company) subject to the Exchange Act and the rules
promulgated thereunder, (c) a sale of substantially all the assets of the
Company, and (d) the dissolution of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time or any successor Code thereto.
"Committee" means the group of three or more Directors who administer the
Plan, which group: (a)(i) shall include the Directors on the Compensation
Committee of the Board who qualify as both "nonemployee directors" within the
meaning of Rule 16b-3 under the Exchange Act, or any successor rule thereto, and
"outside directors" under Section 162 of the Code, and (ii) may include any
other Directors who are "nonemployee directors," and "outside directors" as
appointed from time to time by the Board; and (b) shall be constituted so as to
permit the Plan to comply with Rule 16b-3 under the Exchange Act, or any
successor rule thereto, and Section 162
<PAGE> 2
of the Code. Consistent with the preceding sentence, the Board shall from time
to time determine the size of the Committee and at all times ensure that the
Committee has an adequate number of members.
"Company" means SeaMED Corporation, a Washington corporation.
"Director" means a member of the Board of Directors of Company.
"Effective Date" means April 29, 1997.
"Eligible Employee" means any executive, managerial, professional,
technical or administrative employee of the Company who is expected to
contribute to its success.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor thereto.
"Fair Market Value" means the fair market value of the Company's Shares,
which shall be determined by the closing bid price of the Shares on the Nasdaq
Stock Market or, if the shares are not listed there, on any other stock trading
market, as of the relevant specified date.
"Participant" means an Eligible Employee selected by the Committee to
receive an Award under the Plan.
"Plan" means the 1997 SeaMED Corporation Employee Nonqualified Stock
Option Plan.
"Shares" means the issued or unissued shares of the common stock, par
value of $0.01 per share, of the Company.
"Stock Option" means the grant, pursuant to Article 6 herein, of a right
to purchase a specified number of Shares during a specified period at a
designated price, which shall be in the form of a Nonqualified Stock Option.
"Subsidiary" means a corporation as defined in Section 424(f) of the Code
with the Company being treated as the employer corporation for purposes of this
definition.
"Termination Date" means the earlier of the date on which all Shares
subject to the Plan have been purchased or acquired according to the Plan's
provisions, the date the Plan is terminated pursuant to Article 9, or April 29,
2007.
"Withholding Event" means an event related to an Award which results in
the Participant being subject to taxation at the federal, state, local or
foreign level.
ARTICLE 3. ADMINISTRATION
3.1 AUTHORITY. The Plan shall be administered by the Committee which shall
have full and exclusive power, except as limited by law or by the Articles of
Incorporation or Bylaws of the Company, as amended, and subject to the
provisions herein, to:
(a) select Eligible Employees to whom Awards are granted;
(b) determine the size and types of Awards;
(c) determine the terms and conditions of such Awards in a
manner consistent with the Plan;
-2-
<PAGE> 3
(d) determine whether, to what extent and under what circumstances,
Awards may be settled, paid or exercised in cash, shares, or other Awards, or
other property or canceled, forfeited or suspended;
(e) construe and interpret the Plan and any agreement or
instrument entered into under the Plan;
(f) establish, amend or waive rules and regulations for the
Plan's administration;
(g) amend (subject to the provisions of Section 4.3 and Article 9
herein) the terms and conditions, other than price (which amendment may be made
only by the Board of Directors of the Company pursuant to Article 9), of any
outstanding Award to the extent such terms and conditions are within its
discretion;
(h) provide in the terms of the Award Agreements for
acceleration of exercise or removal of restrictions on exercise in the event
of a Change in Control of the Company; and
(i) make all other determinations which may be necessary or
advisable for the administration of the Plan.
All Awards hereunder shall be made by the Committee.
3.2 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive and binding on
all persons, including the Company, its Subsidiaries and Affiliates, its
shareholders, Participants, and their estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3
herein, no more than twenty-five thousand (25,000) Shares may be issued under
the Plan. No fractional Shares shall be issued under the Plan; provided,
however, that cash may be paid in lieu of any fractional Shares in settlements
of Awards under the Plan.
For purposes of determining the number of Shares available for issuance
under the Plan:
(a) The grant of an Award shall reduce the authorized pool of Shares
by the number of Shares subject to such Award while such Award is outstanding.
(b) Any Shares tendered by a Participant in payment of the price of
a Stock Option shall be credited to the authorized pool of Shares.
4.2 LAPSED AWARDS. If any Award granted under the Plan is canceled,
terminates, expires or lapses for any reason, any Shares subject to such Award
shall again be available for the grant of an Award under the Plan.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES. Subject to specific provisions in
any Award Agreement, in the event of any merger, reorganization, consolidation,
recapitalization, separation, spin-off, liquidation, stock dividend, split-up,
Share combination or other change in the corporate or capital structure of the
Company affecting the Shares, such adjustment shall be made in the number and
class of Shares which may be delivered under the Plan, and in the number and
class of and/or price of Shares subject to outstanding Awards granted under the
Plan, as may be determined to be appropriate and equitable by the Committee, in
its sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number of Shares subject to any Award shall always be a whole
number.
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<PAGE> 4
4.4 COMMITTEE DETERMINATION. In determining the number of Shares available
for issuance under the Plan as contemplated by this Article 4, the Committee
shall interpret and apply the provisions of this Article so as to permit the
Plan to comply with Rule 16b-3 under the Exchange Act, or any successor rule
thereto.
ARTICLE 5. PARTICIPATION
5.1 SELECTION OF PARTICIPANTS. Subject to the provisions of the Plan, the
Committee, from time to time, may select from all Eligible Employees those
Participants to whom Awards shall be granted and shall determine the nature and
amount of each Award. No Eligible Employee shall have the right to receive an
Award under the Plan, or, if selected to receive an Award, the right to continue
to receive same. Further, no Participant shall have any rights, by reason of the
grant of any award under the Plan to continued employment by the Company or any
Subsidiary or Affiliate. There is no obligation for uniformity of treatment of
Participants under the Plan.
5.2 AWARD AGREEMENT. All Awards granted under the Plan shall be evidenced
by an Award Agreement that shall specify the terms, conditions, limitations and
such other provisions applicable to the Award as the Committee shall determine.
ARTICLE 6. AWARDS
Except as otherwise provided for in Section 3.1 herein, Awards may be
granted by the Committee to Eligible Employees at any time, and from time to
time, as the Committee shall determine. The Committee shall have complete
discretion in determining the number of Awards to grant (subject to the Share
limitations set forth in Section 4.1 herein) and, consistent with the provisions
of the Plan, the terms, conditions and limitations pertaining to such Awards.
The Committee may provide that the Participant shall have the right to
utilize Shares to pay all or any part of the purchase price of the exercise of
any Stock Option or option to acquire Shares under any other incentive
compensation plan of the Company, if permitted under such plan; provided,
however, that the number of Shares, bearing restrictive legends, if any, which
are used for such exercise, shall be subject to the same restrictions following
such exercise.
Stock Options may be granted at an exercise price established by the
Compensation Committee.
A Stock Option may be exercised at such times as may be specified in an
Award Agreement, in whole or in installments, which may be cumulative and shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Stock Option shall be exercisable later than ten (10)
years after the date granted. Prior to the exercise of a Stock Option, the
holder thereof shall not have any rights of a shareholder with respect to any of
the Shares covered by the Stock Option.
Stock Options shall be exercised by the delivery of a written notice of
exercise to the Chief Financial Officer of the Company, or such other person as
may be specified by the Committee, that sets forth the number of Shares with
respect to which the Stock Option is to be exercised, accompanied by full
payment of the total Stock Option price and any required withholding taxes.
Payment shall be made either (a) in cash or its equivalent, (b) by tendering
previously acquired Shares having a Fair Market Value at the time of exercise
equal to the total price of the Stock Option, or (c) by a combination of (a) and
(b). The Committee also may allow exercises to be made with the delivery of
payment as permitted under Federal Reserve Board Regulation T, subject to
applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law. The Committee may provide that the exercise of a Stock Option, by tendering
previously acquired shares, will entitle the exercising Participant to receive
another Stock Option covering the same number of shares tendered and with a
price of no less than the Fair Market Value on the date of grant of such
replacement Stock Option.
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<PAGE> 5
ARTICLE 7. AMENDMENT, MODIFICATION AND TERMINATION
7.1 AMENDMENT, MODIFICATION AND TERMINATION. The Committee may terminate,
amend or modify the Plan at any time and from time to time, with the approval of
the Board of Directors. The termination, amendment or modification of the Plan
may be in response to changes in, and shall be adopted in conformance with, the
Code, the Exchange Act, Nasdaq, national securities exchange regulations or for
other reasons deemed appropriate by the Committee.
7.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification
of the Plan shall in any manner adversely affect any Award previously granted
under the Plan, without the written consent of the Participant. Any amendment
which would change the exercise price of any outstanding Awards (other than
pursuant to Section 4.3) must be approved by the Board of Directors.
ARTICLE 8. WITHHOLDING
8.1 TAX WITHHOLDING. The Company stall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
in cash or Shares having a Fair Market Value sufficient to satisfy federal,
state and local taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to any Withholding Event which occurs because of
a grant, exercise or payment made under or as a result of the Plan.
8.2 SHARE WITHHOLDING. Upon a Withholding Event, the Committee may require
one or more classes of Participants to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Shares having a Fair Market
Value, on the date the tax is to be determined, equal to the amount of
withholding (federal, FICA, state or local) which is required by law. Absent
such a mandate, the Committee may allow a Participant to elect Share withholding
for tax purposes subject to such terms and conditions as the Committee shall
establish.
ARTICLE 11. TRANSFERABILITY
A Stock Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant; provided that the Committee may permit
further transferability, on a general or specific basis, and may impose
conditions and limitations on any permitted transferability. Notwithstanding the
foregoing, the designation of a beneficiary by a Participant does not constitute
a transfer.
ARTICLE 10. INDEMNIFICATION
Each person who is or shall have been a member of the Committee, or of the
Board of Directors, shall be indemnified and held harmless by the Company
against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by such person in connection with or resulting from any
claim, action, suit or proceeding to which such person may be a party or in
which such person may be involved by reason of any action taken or failure to
act under the Plan and against and from any and all amounts paid by such person
in settlement thereof, with the Company's approval, or paid by such person in
satisfaction of any judgment in any such action, suit or proceeding against such
person, provided such person shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.
ARTICLE 11. UNFUNDED PLAN
The Plan shall be unfunded and the Company shall not be required to
segregate any assets that may at any time be represented by Awards under the
Plan. Any liability of the Company to any person with respect to any
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<PAGE> 6
Award under the Plan shall be based solely upon any contractual obligations that
may be effected pursuant to the Plan. No such obligation of the Company shall be
deemed to be secured by any pledge of, or other encumbrance on, any property or
assets of the Company.
ARTICLE 12. SUCCESSORS
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE 13. SECURITIES LAW COMPLIANCE
The Plan is intended to comply with all applicable conditions of Rule
16b-3 or any successor rule thereto under the Exchange Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee. Further, each Award shall be subject to the requirement that, if at
any time the Committee shall determine, in its sole discretion, that the
listing, registration or qualification of any Award under the Plan upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the grant or
settlement thereof, such Award may not be exercised or settled in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee.
ARTICLE 14. REQUIREMENTS OF LAW
14.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
14.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
14.3 GOVERNING LAW. To the extent not preempted by federal law, the
Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Washington.
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<PAGE> 1
EXHIBIT 5.1
[Letterhead of Preston Gates & Ellis LLP]
July 23, 1997
SeaMED Corporation
14500 Northeast 87th Street
Redmond, Washington 98052-3431
Re: Registration Statement on Form S-8 of SeaMED Corporation;
1997 SeaMED Corporation Employee Nonqualified Stock Option 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 25,000 shares (the
"Shares") of Common Stock, no par value per share, of the Company issuable under
the Company's 1997 Stock Option 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 ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 SeaMED Corporation Employee Nonqualified Stock
Option Plan of our report dated August 6, 1996, with respect to the financial
statements and schedule 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
July 22, 1997
