<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1998
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 100,000 shares $16.6875 $1,668,750 $492.28
===================================================================================================
</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.
(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
April 16, 1998.
- -------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-30245) registering 70,000 shares of Common Stock for the
SeaMED Corporation 1996 Employee Stock Purchase Plan are hereby incorporated by
reference.
<PAGE> 2
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
4.1 -- SeaMED Corporation 1996 Employee Stock Purchase Plan, as
amended and approved by the Company's Shareholders on
October 30, 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
-2-
<PAGE> 3
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 21st day of April, 1998.
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 21st day of April, 1998.
<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, Chief Financial
- ------------------------------------ Officer and Director (Principal
Edgar F. Rampy Financial Officer)
/s/ Richard P. Munoz Controller (Principal Accounting Officer)
- ------------------------------------
Richard P. Munoz
/s/ R. Scott Asen Chairman of the Board, Director
- ------------------------------------
R. Scott Asen
/s/ Stephen J. Clearman Director
- ------------------------------------
Stephen J. Clearman
/s/ Richard E. Engebrecht Director
- ------------------------------------
Richard E. Engebrecht
/s/ William H. Gates, Sr. Director
- ------------------------------------
William H. Gates, Sr.
Director
- ------------------------------------
Richard O. Martin
</TABLE>
-3-
<PAGE> 4
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
amended and approved by the Company's Shareholders on
October 30, 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>
<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.
2.3 "Shares" means the issued or unissued shares of the common stock,
no par value, of the Company, and, as to the number of Shares reserved
hereunder, following amendment in 1997 refers to shares of common stock
after taking into account the one-for-five reverse stock split of July
1996.
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. The second offering shall be for six
(6) months, commencing on July 1, 1997 and extending through December 31, 1997.
The third offering shall be for five (5) months, commencing on January 1, 1998
and extending through May 31, 1998. Thereafter, offerings shall commence on
each subsequent June 1 and December 1, and the final offering under this Plan
shall commence on June 1, 2001 and terminate on November 30, 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 three initial offerings, June 1 or December 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.
1
<PAGE> 2
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.
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
170,000 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
2
<PAGE> 3
deemed to create any right in any employee to be retained or continued in the
employment of the Company or any subsidiary.
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 as 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.
3
<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 170,000 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, 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 November 30, 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.
24.4 The date when all shares reserved under the Plan have been
purchased.
2.5 Limitation 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 this
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.
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.
4
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Preston Gates & Ellis LLP]
April 21, 1998
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 100,000 additional
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 ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the registration of 100,000 additional shares
of common stock issuable under the 1996 Employee Stock Purchase Plan of SeaMED
Corporation of our report dated August 11, 1997 with respect to the financial
statements and schedule of SeaMED Corporation included in its Annual Report
(Form 10-K) for the year ended June 30, 1997.
Seattle, Washington ERNST & YOUNG, LLP
April 21, 1998
