<PAGE>
As filed with the Securities and Exchange Commission on November 22, 1996.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
SUMMIT MEDICAL SYSTEMS, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1545493
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Carlson Parkway
Minneapolis, Minnesota 55447
----------------------------
(Address of principal executive offices) (Zip code)
1993 STOCK OPTION PLAN
OF
SUMMIT MEDICAL SYSTEMS, INC.
----------------------------
(Full title of plan)
______________________
Anthony W. Rees, Vice President, Finance and Chief Financial Officer
One Carlson Parkway
Minneapolis, Minnesota 55447
(Name and address of agent for service)
(612) 473-3250
--------------
(Telephone number, including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 1,300,000 $7 $9,100,000 $2,757.58
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock as reported
by Nasdaq on November 18, 1996.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Additional Shares; Incorporation by Reference. This Registration Statement is
executed solely for the purpose of registering 1,300,000 additional shares of
Common Stock of Summit Medical Systems, Inc. (the "Company") to be offered
pursuant to the terms of the Company's 1993 Stock Option Plan. The Company's
previous Registration Statement on Form S-8, dated December 28, 1995 (File No.
33-80927), is effective, relates to the Company's 1993 Stock Option Plan and,
pursuant to General Instruction E, is hereby incorporated by reference.
Item 8. Exhibits.
--------
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
above)
24.1 Power of Attorney executed by Edward F. Sweeney
24.2 Power of Attorney executed by John M. Nehra
24.3 Power of Attorney executed by Dennis H. Powers
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe 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 Minneapolis, State of Minnesota, on this 21st day of
November, 1996.
Summit Medical Systems, Inc.
By /s/ Kevin R. Green
-----------------------------
Kevin R. Green, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated:
Signature Title
- --------- -----
/s/ Kevin R. Green
- -------------------------
Kevin R. Green President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Anthony W. Rees
- -------------------------
Anthony W. Rees Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Edward F. Sweeney Chairman, Board of )
Directors )
) By: /s/ Anthony W. Rees
) ---------------------
Dennis H. Powers Director ) as Attorney-In-Fact
)
John M. Nehra Director ) Dated: November 21, 1996
)
)
-2-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24.1 Power of Attorney executed by Edward F. Sweeney
24.2 Power of Attorney executed by John M. Nehra
24.3 Power of Attorney executed by Dennis H. Powers
<PAGE>
Exhibit 5
[LETTERHEAD OF DORSEY & WHITNEY LLP]
Summit Medical Systems, Inc.
One Carlson Parkway
Minneapolis, Minnesota 55447
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Summit Medical Systems, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company, and the resale by recipients, from time
to time of up to 1,300,000 shares of Common Stock, $.01 par value, of the
Company (the "Shares"), initially issuable as stock grants or upon the exercise
of stock options granted pursuant to the Company's 1993 Stock Option Plan (the
"Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinion set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinions, we
have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: October 22, 1996
Very truly yours,
/s/ DORSEY & WHITNEY LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1993 Stock Option Plan of Summit Medical Systems, Inc. of
our report dated February 15, 1996, with respect to the consolidated financial
statements and schedule of Summit Medical Systems, Inc. for the three years
ended December 31, 1995, included in its Annual Report (Form 10-K) filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
October 23, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kevin R. Green and Anthony W.
Rees, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute a Registration Statement on Form S-8 to be
filed under the Securities Act of 1933, as amended, for the registration of
1,300,000 shares of Common Stock of Summit Medical Systems, Inc. under its 1993
Stock Option Plan, and any and all post-effective amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: November 21, 1996
/s/ Edward F. Sweeney
- --------------------------------
Edward F. Sweeney
<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kevin R. Green and Anthony W.
Rees, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute a Registration Statement on Form S-8 to be
filed under the Securities Act of 1933, as amended, for the registration of
1,300,000 shares of Common Stock of Summit Medical Systems, Inc. under its 1993
Stock Option Plan, and any and all post-effective amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: November 5, 1996
/s/ John M. Nehra
- ----------------------------
John M. Nehra
<PAGE>
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kevin R. Green and Anthony W.
Rees, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute a Registration Statement on Form S-8 to be
filed under the Securities Act of 1933, as amended, for the registration of
1,300,000 shares of Common Stock of Summit Medical Systems, Inc. under its 1993
Stock Option Plan, and any and all post-effective amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: November 5, 1996
/s/ Dennis H. Powers
- ----------------------------
Dennis H. Powers
