<PAGE>
As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MED-DESIGN CORPORATION
-------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 24-2771475
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
2810 Bunsen Avenue
Ventura, CA 93003
----------------------------------------
(Address of principal executive offices)
Employment Agreement dated as of April 25, 2000 by and between
The Med-Design Corporation, Med-Design Research and Lawrence D. Ellis
Employment Agreement dated as of April 25, 2000 by and between
The Med-Design Corporation, Med-Design Research and Michael Simpson
-------------------------------------------------------------------
(Full title of the plans)
James M. Donegan
Chief Executive Officer
The Med-Design Corporation
2810 Bunsen Avenue
Ventura, CA 93003
--------------------------------------
(Name and address of agent for service)
(805) 339-0375
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Robert M. Berger, Esq.
Bongiovanni & Berger
121 South Broad Street, Suite 1700
Philadelphia, PA 19107
(215) 790-0060
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ====================== ======================== ========================= =====================
Proposed maximum Proposed maximum
Title of securities to Number of shares to offering price per Aggregate offering Amount of
be registered be registered (1) share price (3) registration fee
------------------------- ---------------------- ------------------------ ------------------------- ---------------------
<S> <C> <C> <C> <C>
Common stock,
$.01 par value 182,000 (2) $1,961,500 $518
========================= ====================== ======================== ========================= =====================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
(2) Warrants for 132,000 shares of the common stock being registered hereby
have an exercise price of $11.875. Warrants for 50,000 shares of the common
stock being registered hereby have an exercise price of $7.88.
(3) Based upon the aggregate exercise price of the warrants issued pursuant to
the Employment Agreement dated as of April 25, 2000 by and between The
Med-Design Corporation, Med-Design Research and Lawrence D. Ellis and the
Employment Agreement dated as of April 25, 2000 by and between The
Med-Design Corporation, Med-Design Research and Michael Simpson.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by The Med-Design Corporation (the "Company")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 are incorporated in this registration statement by reference:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999.
(b) Our Quarterly Report on Form 10-QSB for the quarter ended March 31,
2000.
(c) Our Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000.
(d) The description of our common stock, set forth in our registration
statement on Form 8-A filed on June 1, 1995, including any amendment
or report filed for the purpose of updating this description.
All documents that we file pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this registration statement
and prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein will be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document that also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
will not be deemed to constitute a part hereof except as so modified or
superseded.
You may request a copy of these filings, at no cost, by contacting: Lawrence D.
Ellis, Chief Financial Officer, The Med-Design Corporation, 2810 Bunsen Avenue,
Ventura, CA 93003 (telephone number-805 339-0375).
Experts
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-KSB for the year ended December 31,
1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
such firm as experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Joseph N. Bongiovanni, III is Vice President, Secretary and General
Counsel of the Registrant. Mr. Bongiovanni holds 10,000 shares of the stock of
the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits a
corporation, in its certificate of incorporation, to limit or eliminate, subject
to certain statutory limitations, the liability of directors to the corporation
or its stockholders for monetary damages for breaches of fiduciary duty, except
for liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for any
willful or negligent payment of an unlawful dividend, stock purchase or
redemption, or (d) for any transaction from which the director derived an
improper personal benefit. Article 10 of our Certificate of Incorporation
provides that the personal liability of our directors is eliminated to the
fullest extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorney's
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article VII of our Bylaws provides that we will indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reasons of the fact that he or she is or
was our director, officer and, if designated by our Board of Directors as an
authorized representative, our employee or agent, against certain liabilities,
costs and expenses. Article VII further permits us to purchase and maintain
insurance on behalf of any person who is or was our director, officer, employee
or agent, or is or was serving at our request as a director, officer, employee
or agent of another entity, against any liability asserted against such person
and incurred by such person in any such capacity or arising out of his status as
such, whether or not we would have the power to indemnify such person against
such liability under the DGCL.
We have purchased directors and officers liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Employment Agreement dated as of April 25, 2000 by and between The Med-Design
Corporation, Med-Design Research and Lawrence D. Ellis
4.2 Amended Employment Agreement dated as of April 25, 2000 by and between The Med-Design
Corporation, Med-Design Research and Michael Simpson
5.1 Opinion of Bongiovanni & Berger
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Bongiovanni & Berger (contained in the opinion of counsel filed as Exhibit
5.1)
24.1 Power of Attorney (included on signature page of this Registration Statement)
</TABLE>
2
<PAGE>
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 which,
individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.
3
<PAGE>
(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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ventura, state of California, on this 2nd day of
November, 2000.
THE MED-DESIGN CORPORATION
By: /s/ JAMES M. DONEGAN
------------------------------
James M. Donegan
President, Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints James M.
Donegan and Lawrence D. Ellis, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement and a related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
and in each case to file the same, with all exhibits thereto and other documents
in connection therewith, and hereby ratifies and confirms all that said
attorneys-in-fact and agents or their substitute or substitutes may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James M. Donegan Chairman of the Board, President November 2, 2000
-------------------- and Chief Executive Officer
(Principal Executive Officer)
/s/ Lawrence D. Ellis Vice President of Finance and November 2, 2000
--------------------- Acting Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Joseph N. Bongiovanni, III Director November 2, 2000
------------------------------
/s/ Michael Simpson Director November 2, 2000
-------------------
/s/ John F. Kelley Director November 2, 2000
------------------
/s/ Vincent Papa Director November 2, 2000
----------------
/s/ Gilbert M. White Director November 2, 2000
--------------------
/s/ Pasquale L. Vallone Director November 2, 2000
-----------------------
</TABLE>
5
<PAGE>
THE MED-DESIGN CORPORATION
INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Employment Agreement dated as of April 25, 2000 by and between The Med-Design
Corporation, Med-Design Research and Lawrence D. Ellis
4.2 Amended sEmployment Agreement dated as of April 25, 2000 by and between The Med-Design
Corporation, Med-Design Research and Michael Simpson
5.1 Opinion of Bongiovanni & Berger
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Bongiovanni & Berger (contained in the opinion of counsel filed as Exhibit
5.1)
24.1 Power of Attorney (included on signature page of this Registration Statement)
</TABLE>
6
