<PAGE> 1
As filed with the Securities and Exchange Commission on September 11, 1998
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)
10900 Red Circle Drive
Minnetonka, Minnesota 55343
(Address of principal executive offices) (Zip code)
STOCK OPTION PLAN OF 1993
OF
SUMMIT MEDICAL SYSTEMS, INC.
(Full title of the plan)
----------------------
Paul R. Johnson, Vice President and Chief Financial Officer
10900 Red Circle Drive
Minnetonka, Minnesota 55343
--------------------
(Name and address of agent for service)
(612) 939-2200
(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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed Proposed
Title of maximum offering maximum
securities to be Amount to be price aggregate offering Amount of
registered registered per share (1) price (1) registration fee
=======================================================================================================
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 500,000 $1.15625 $578,125 $116
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
prices of the Common Stock as reported by the Nasdaq National Market on
September 3, 1998
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Additional Shares: Incorporation by Reference. This Registration Statement is
executed solely for the purpose of registering 500,000 additional shares of
Common Stock of Summit Medial Systems, Inc. (the "Company") to be offered
pursuant to the terms of the Company's Stock Option Plan of 1993. The Company's
previous Registration Statements on Form S-8, dated December 28, 1995 (File No.
33-80927) and dated November 22, 1996 (File No. 333-1662), are effective, relate
to the Company's Stock Option Plan of 1993 and, pursuant to General Instruction
E, are hereby incorporated by reference.
Item 8. Exhibits.
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Minnetonka, State of Minnesota, on this 10th day of
September, 1998.
SUMMIT MEDICAL SYSTEMS, INC.
By /s/ Barbara A. Cannon
---------------------------------
Barbara A. Cannon
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on September 10, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Barbara A. Cannon President, Chief Executive Officer and Director
- ----------------------------------- (Principal Executive Officer)
Barbara A. Cannon
/s/ Paul R. Johnson Vice President and Chief Financial Officer
- ----------------------------------- (Principal Financial and Accounting Officer)
Paul R. Johnson
*
- -----------------------------------
John M. Nehra Chairman, Board of Directors
* Director
- -----------------------------------
W. Hudson Connery, Jr.
* Director
- -----------------------------------
Richard B. Fontaine
* Director
- -----------------------------------
Peter T. Garahan
* Director
- -----------------------------------
Kent J. Thiry
*By /s/ Paul R. Johnson
--------------------------------
Paul R. Johnson
as Attorney-in-Fact
</TABLE>
Dated: September 10, 1998
II-2
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Name
- ----------- ----
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney
<PAGE> 1
EXHIBIT 5
Summit Medical Systems, Inc.
10900 Red Circle Drive
Minnetonka, Minnesota 55343
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 (the "Registration Statement") relating to the sale by the
Company from time to time of up to 500,000 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 Stock Option
Plan of 1993 (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. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are valid, binding and enforceable obligations of such
parties.
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 and any relevant agreements thereunder,
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.
Very truly yours,
Dated: September 10, 1998
/s/ Dorsey & Whitney LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 27, 1998
included in Summit Medical Systems, Inc.'s Form 10-K for the year ended December
31, 1997 and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
September 10, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) for the registration of 500,000 shares of Common Stock
pertaining to the Stock Option Plan of 1993 of Summit Medical Systems, Inc. of
our report dated April 3, 1997, with respect to the consolidated financial
statements and schedule of Summit Medical Systems, Inc. for the two years ended
December 31, 1996, included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
September 10, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Barbara A. Cannon and Paul R.
Johnson such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in such person's
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 500,000 shares of Common Stock of Summit Medical
Systems, Inc. under its Stock Option Plan of 1993, 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: September 10, 1998
Signature Title
- --------- -----
/s/ John M. Nehra Chairman, Board of Directors
- --------------------------------
John M. Nehra
/s/ W. Hudson Connery, Jr. Director
- --------------------------------
W. Hudson Connery, Jr.
/s/ Richard B. Fontaine Director
- --------------------------------
Richard B. Fontaine
/s/ Peter T. Garahan Director
- --------------------------------
Peter T. Garahan
/s/ Kent J. Thiry Director
- --------------------------------
Kent J. Thiry
