<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1997
Registration No. 333-18279
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MERIDIAN MEDICAL TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-0898764
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10240 OLD COLUMBIA ROAD
COLUMBIA, MARYLAND 21046
(410) 309-6830
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES H. MILLER
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MERIDIAN MEDICAL TECHNOLOGIES, INC.
10240 OLD COLUMBIA ROAD
COLUMBIA, MARYLAND 21046
(410) 309-6830
(NAME, ADDRESS, INCLUDING ZIP CODE, AND 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.
If the only securities being registered on this form are being offered
pursuant to distribution or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with distribution or
interest reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED February 25, 1997
PROSPECTUS
MERIDIAN MEDICAL TECHNOLOGIES, INC.
2,617,849 Shares of Common Stock
(par value $.10 per share)
This Prospectus relates to the offering of up to 2,617,849 shares of
common stock, $.10 par value ("Common Stock"), of Meridian Medical
Technologies, Inc. ("Company"), by certain selling stockholders ("Selling
Stockholders"). See "Selling Stockholders." All of the shares of Common
Stock offered hereby ("Shares") may be offered from time to time by the
Selling Stockholders. See "Plan of Distribution." The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholders. See "Use of Proceeds."
The Company issued approximately 1,722,543 shares of Common Stock,
including 13,636 Shares as partial payment for financial advisory services,
in connection with the merger of Brunswick Biomedical Corporation
("Brunswick") with and into the Company of which 1,720,233 Shares may be
offered hereby. The remaining 897,616 Shares subject to this Prospectus will
be issued upon the exercise of outstanding warrants and employee stock
options issued or assumed by the Company in connection with the merger.
The Common Stock is traded on the Nasdaq National Market System under the
symbol "MTEC."
The Shares may be offered from time to time in transactions through the
Nasdaq National Market System, in negotiated transactions or by a combination
of such methods of sale. The Shares may be offered at fixed prices, which
may be changed; at market prices prevailing at the time of sale; at prices
related to such prevailing market prices; or at negotiated prices. The
Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). The Selling Stockholders and any broker
executing orders on behalf of the Selling Stockholders may be deemed to be
underwriters within the meaning of the Securities Act. Commissions received
by underwriters or any such broker may be deemed to be underwriting
commissions under the Securities Act. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITIES NOR HAS THE
COMMISSION OR ANY STATE SECURITIES AUTHORITIES PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February __, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission ("Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Commission's public reference
room located at 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Commission's regional offices located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material also can be
obtained at prescribed rates from the Securities and Exchange Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a Web site (http://www.sec.gov) that contains
reports, proxies and information statements and other information regarding
companies that file electronically with the Commission.
The Company has filed with the Commission a Registration Statement on
Form S-3 ("Registration Statement") under the Securities Act, of which this
Prospectus is a part. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Shares, reference is made to
the Registration Statement, including the exhibits thereto. Statements
contained in this Prospectus as to the contents of any contract, agreement or
other document filed or incorporated by reference as an exhibit to the
Registration Statement are qualified in all respects by such reference. The
Registration Statement may be inspected by anyone without charge at the
principal office of the Commission in Washington, D.C., and copies of all or
part of it may be obtained from the Commission upon payment of the prescribed
fees.
The Company's executive offices are located at 10240 Old Columbia Road,
Columbia, Maryland 21046, telephone: (410) 309-6830.
This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any of the securities offered hereby in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in
such jurisdiction. No person has been authorized to give any information or
to make any representations, other than as contained in this Prospectus, in
connection with the offer contained in this Prospectus and, if given or made,
such information or representation must not be relied upon. Neither delivery
of this Prospectus nor any sale made pursuant hereto shall, under any
circumstances, create any implication that there has been no change in the
information set forth herein.
THIS PROSPECTUS INCORPORATES BY REFERENCE FROM THE COMPANY'S ANNUAL AND
QUARTERLY REPORTS AND PROXY STATEMENT DATED OCTOBER 30, 1996 ("PROXY
STATEMENT") CERTAIN FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT TO THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF THE COMPANY. SUCH
FORWARD LOOKING STATEMENTS ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS.
BECAUSE FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES,
INCLUDING, WITHOUT LIMITATION, THOSE IDENTIFIED IN THE COMPANY'S ANNUAL AND
QUARTERLY REPORTS AND PROXY STATEMENT, THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File
No. 0-5958) are hereby incorporated in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended July 31, 1996;
2. Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996;
3. Current Report on Form 8-K dated September 16, 1996,
Current Report on Form 8-K dated December 5, 1996 and Amendment to
Current Report on Form 8-K/A dated January 22, 1997;
4. The Company's Proxy Statement dated October 30, 1996; and
5. Description of the Common Stock included in the Company's
registration statement on Form 8-A filed with the Commission
on December 30, 1971 under Section 12 of the Exchange Act, and
any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which either indicates that all the
Shares offered hereby have been sold or withdrawn from registration such
Shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents incorporated herein by reference, other than exhibits
(unless such exhibits are specifically incorporated by reference into the
documents that this Prospectus incorporates). Requests should be directed
to: Meridian Medical Technologies, Inc., 10240 Old Columbia Road, Columbia,
Maryland 21046, Attention: Chontelle Woodward (Tel. (410) 309-6830).
3
<PAGE>
SELLING STOCKHOLDERS
The table below sets forth the name of each Selling Stockholder, the
number of Shares offered hereby by each Selling Stockholder as of February
20, 1997, the number of Shares to be offered hereby by each Selling
Stockholder upon the exercise of warrants or stock options, and the nature of
any material relationship that the Selling Stockholder has had within the
past three years with the Company, its predecessors or affiliates. Because
the Selling Stockholders may sell some, all, or none of the Shares offered
hereby, no estimate can be made with respect to the aggregate number of
Shares that will be owned by each Selling Stockholder upon completion of the
offering to which this Prospectus relates. The information set forth below is
derived from information provided by Brunswick at the time of the merger and
will be updated, to the extent required, through the use of a Prospectus
Supplement.
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Subject Shares
Shares to Warrants/ Registered
Selling Stockholder Currently Owned Options Hereby
------------------- --------------- -------------- ---------
<S> <C> <C> <C>
Commonwealth BioVentures V LP(1) 209,651 129,915 339,568
Mylan Laboratories, Inc. 228,673 43,556 272,229
EM Industries, Inc. 152,449 29,038 181,487
Concord Partners II, LP 147,514 28,098 175,613
James H. Miller(2) 3,811 155,238 159,049
Bank Boston Ventures, Inc. 123,215 27,068 150,283
ING (U.S.) Investment Corporation(3) - 146,302 146,302
Rush & Co. 121,048 23,056 144,104
Kummell Investments Limited 119,998 22,856 142,854
Commonwealth BioVentures IV LP(1) 107,540 32,843 140,384
Bear Stearns & Co.(4) 88,624 16,880 105,504
James G. Nichols(5) 39,845 16,800 56,645
Robert G. Foster(6) 17,819 29,290 47,109
Lennart Lindberg, Trustee(7) 37,702 8,978 46,680
Maryland Department of Business &
Economic Development 19,057 22,688 41,745
Herbert Reinhold(8) - 38,850 38,850
Donald R. Gorsuch 34,471 - 34,471
Bruce D. Ward(9) - 31,500 31,500
John Anderson(10) 29,578 - 29,578
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Subject Shares
Shares to Warrants/ Registered
Selling Stockholder Currently Owned Options Hereby
------------------- --------------- -------------- ---------
<S> <C> <C> <C>
Andrew O'Hara(11) 29,578 - 29,578
Commonwealth BioVentures III LP(1)(12) 809 22,131 22,940
GMI/DRI Investment Trust 19,055 3,629 22,684
The Prudential Insurance Company
of America 22,619 - 22,619
David Gruber 7,620 13,448 21,068
Gloria W. Doubleday 2,862 16,046 18,908
Lennart Lindberg 10,199 8,555 18,754
Alpetta Finance Corporation 11,970 2,280 14,250
Lehman Brothers Inc.(13) 13,636 - 13,636
Dillon, Read & Co., Inc., as agent 9,681 1,844 11,525
Lee & Elizabeth H. Thibodeau 3,811 6,726 10,537
Cudd & Co.(14) 8,820 1,680 10,500
Middlesex County Retirement System 7,540 - 7,540
Pension Reserves Investment
Trust Fund 7,540 - 7,540
James J. & Karen L. Esper 5,999 1,142 7,141
MODL Ventures 5,999 1,142 7,141
Delaware Charter Guarantee & Trust
Co.(15) 5,670 1,080 6,750
Payson Adams, Jr. 2,286 4,034 6,320
Newell Augur, Jr. 1,904 3,361 5,265
Robert S. Whitehead 4,200 800 5,000
Rand N. Stowell 3,599 685 4,284
Banc Boston Investments, Inc. 3,770 - 3,770
MCMM, Inc. 3,770 - 3,770
City of Pawtucket 3,770 - 3,770
Trustees of Clark University 3,770 - 3,770
Worcester Polytechnic Institute 3,770 - 3,770
Bio Nominee Trust #3 3,393 - 3,393
Abraham W. & Linda F. Haddad 2,998 571 3,569
Lahn Fendelander - 3,150 3,150
Paul Revere Protective Life Ins. Co. 3,016 - 3,016
Harold R. & Crawford S. Grogan 2,100 400 2,500
Murir Abu-Haidar 1,885 - 1,885
The George F. and Sybil H. Fuller
Foundation 1,885 - 1,885
Francis A. Harrington Trust 1,885 - 1,885
College of the Holy Cross 1,885 - 1,885
Mildred H. McEvoy Foundation 1,885 - 1,885
State Mutual Life Assurance Co. 1,885 - 1,885
The Stoddard Charitable Trust 1,885 - 1,885
Trustees of Tufts University 1,885 - 1,885
Guarantee & Trust Company(16) 1,554 296 1,850
Laurence H. & Susan F. Wilkerson 1,239 236 1,475
Nathan H. & Alice C. Cook 1,199 228 1,427
Charles E. & Sara H. Bullock 959 182 1,141
Lexington Partners IV, LP 915 174 1,089
Vilas-Fischer Ventures Co. 942 - 942
Flagship Bank & Trust Co. - 840 840
The Smyth Trust-Carper Share 566 - 566
The Smyth Trust-Gamble Share 566 - 566
Health Advances, Inc. 464 - 464
Total . . . . . . . . . . 1,720,233 897,616 2,617,849
</TABLE>
5
<PAGE>
(1) Commonwealth BioVentures, Inc. ("CBI") is the general partner of
BioVenture Partners Limited Partnership that, in turn, is the general
partner and manager of each of Commonwealth BioVentures III Limited
Partnership, Commonwealth BioVentures IV Limited Partnership and
Commonwealth BioVentures V Limited Partnership.
(2) Mr. Miller is the Chairman, President and Chief Executive Officer of the
Company and beneficial owner of approximately 5.6% of the Company's
outstanding Common Stock as of November 20, 1996. This Prospectus does not
cover and the table excludes, (i) 16,035 shares of Common Stock owned by
Mr. Miller prior to the Merger and (ii) up to 110,000 shares of Common
Stock that may be issued under certain stock options as such options vest
and are exercised over time.
(3) Represents Common Stock issuable upon the exchange of nonvoting common
stock on a one-for-one basis.
(4) Nominee for Clariden Asset Management, Inc.
(5) Senior Vice President and General Manager of Brunswick Biomedical
Technologies, Inc., a subsidiary of Brunswick.
(6) Mr. Foster is a director of the Company. Mr. Foster also is the
President, Chief Executive Officer, Chairman of the Board and principal
stockholder of CBI. Includes up to 5,000 shares of Common Stock for a
profit sharing plan for the benefit of Mr. Foster. Also includes up to
21,068 shares of Common Stock owned jointly by Mr. Foster and his
spouse.
(7) Includes 18,851 shares and 4,489 shares of Common Stock issuable upon
the exercise of warrants held as trustee for the benefit of two
accounts, respectively.
(8) Senior Vice President of Brunswick.
(9) Vice President of Science and Technology of Brunswick.
(10) Consultant to Brunswick Biomedical Limited ("BBL"), a
subsidiary of Brunswick.
(11) Managing Director of BBL.
(12) Commonwealth BioVentures III Limited Partnership is liquidating and
distributing its assets, including warrants for Shares, to its limited
partners. To the extent required under the Securities Act, a Prospectus
Supplement will be filed with the Commission with respect to a
particular offering setting forth the name of the selling limited
partner and terms of the offering. The number of shares registered
hereby includes 809 Shares held by BioVenture Partners Limited
Partnership. See Note 1 above.
(13) Shares issued as partial payment for financial advisory services in
connection with the merger.
(14) Nominee for Clariden Bank.
(15) For the benefit of individual retirement accounts for Mai N. Pogue
and Gerald Pogue, respectively.
(16) For the benefit of an individual retirement account for Mai N. Pogue.
6
<PAGE>
USE OF PROCEEDS
The Shares offered hereby are for the accounts of the Selling
Stockholders. Accordingly, the Company will not receive any of the proceeds
from any sales of the Shares by the Selling Stockholders.
PLAN OF DISTRIBUTION
Any or all of the Shares offered hereby may be sold from time to time by
the Selling Stockholders. The Selling Stockholders may sell the Shares in
transactions through the Nasdaq National Market System, in negotiated
transactions or by a combination of such methods of sale. The Shares may be
offered at fixed prices which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Such prices will be determined by each Selling
Stockholder or by agreement between a Selling Stockholder and his or her
underwriter, broker-dealer or agent.
To the extent required pursuant to Rule 424 under the Securities Act,
a Prospectus Supplement will be filed with the Commission with respect to a
particular offering setting forth the terms of any offering, including the
name or names of any nominees or transferees of a Selling Stockholder, the
name or names of any underwriters or agents, if any, any underwriting
discounts and other items constituting underwriters' compensation, the
offering price and any discounts or concessions allowed or reallowed or paid
to dealers. Any offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Certain of the Selling Stockholders may distribute the Shares through
liquidation, dissolution or otherwise to their limited partners, equity holders
or other investors. To the extent required by Rule 424 under the Securities
Act, a Prospectus Supplement will be filed with the Commission with respect
to such persons setting forth their names, amounts of Shares to be sold, and
the terms of any offering.
If dealers are utilized in the sale of Shares in respect of which this
Prospectus is delivered, the Selling Stockholders may sell such Shares to the
dealers as principals. The dealers may then resell such Shares to the public
at varying prices to be determined by such dealers at the time of resale.
The names of the dealers and the terms of the transaction will be set forth
in a Prospectus Supplement relating thereto.
If an agent is used, the agent will be named, and the terms of the
agency and any commissions will be set forth in a Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
Any underwriters, broker-dealers or agents participating in the
distribution of the Shares offered hereby may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from the
Selling Stockholders and/or the purchasers of the Shares for whom they may
act. Such compensation may be in excess of customary commissions. In
addition, the Selling Stockholders and any underwriters, broker-dealers or
agents that participate in the distribution of the Shares may be deemed to be
underwriters under the Securities Act (although neither the Company nor the
Selling Stockholders so concede), and any profits on the sale of Shares by
them and any discounts, commissions or concessions received by any of such
persons may be deemed to be underwriting discounts and commissions under the
Securities Act.
7
<PAGE>
The Registration Rights Agreement between the Company and each of the
Selling Stockholders ("Registration Rights Agreement") provides that the
Company will pay all the expenses incident to the Registration Statement and
certain other expenses related to the offering of the Shares, other than
underwriting fees, discounts or commissions attributable to the sale of the
Shares. The Registration Rights Agreement also provides that the Company
will indemnify the Selling Stockholders against certain liabilities and
expenses in connection with the Registration Statement.
The Selling Stockholders are not restricted as to the price or prices at
which they may sell Shares. Such sales may have an adverse effect on the
market price of the Common Stock. Moreover, the Selling Stockholders are not
restricted as to the number of Shares that may be sold at any one time, and
it is possible that a significant number of Shares could be sold at the same
time, which also may have an adverse effect on the market price of the Common
Stock.
8
<PAGE>
EXPERTS
The consolidated financial statements of the Company as of July 31, 1996
and 1995 and for each of the three years ended July 31, 1996, included in the
Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1996,
incorporated herein by reference, have been audited by Price Waterhouse LLP,
independent accountants, as set forth in their report thereon and
incorporated herein by reference. The financial statements of the Company
and its subsidiaries are incorporated herein in reliance upon the report of
such firm given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Brunswick Biomedical
Corporation as of June 30, 1996 and for the year then ended, included in the
Company's Proxy Statement dated October 30, 1996, incorporated herein by
reference, have been audited by Price Waterhouse LLP, independent public
accountants, as set forth in their report thereon and incorporated herein by
reference. The financial statements of Brunswick Biomedical Corporation and
its subsidiaries are incorporated herein in reliance upon the report of such
firm given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Brunswick Biomedical
Corporation as of June 30, 1995 and 1994 and for each of the years then
ended, included in the Company's current report on Form 8-K dated December 5,
1996, incorporated herein by reference, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated herein in reliance on the authority of
said firm as experts in giving such reports.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been examined to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so examined and consent to
incorporation by reference is given, will be incorporated herein by reference
in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
LEGAL OPINION
Arnold & Porter, Washington, D.C., has delivered its legal opinion to
the effect that the issuance and sale of the Shares offered hereby were duly
authorized by the Company and that such Shares have been, or will be when
issued, validly issued, fully paid and nonassessable.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC Filing Fee $ 7,247.00
Accounting Fees and Expenses $ 4,500.00
Legal Fees and Expenses $ 7,500.00
Blue Sky Fees and Expenses $ 2,500.00
Printing and Engraving Expenses $ 1,500.00
Miscellaneous $ 750.00
-------------
Total $ 23,997.00
-------------
-------------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents
in connection with actions or suits by or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees
and agents, against expenses (including attorneys' fees) and, in the case of
actions, suits or proceedings brought by third parties, against judgment,
fines and amounts paid in settlement actually and reasonably incurred in any
such action, suit or proceeding.
The Registrant's First Amended and Restated Certificate of
Incorporation, as amended ("Certificate of Incorporation"), also provides for
indemnification as permitted by the Delaware General Corporation Law.
Reference is made to the Certificate of Incorporation.
The Registrant has purchased insurance insuring officers and directors
of the Registrant against certain liabilities incurred in their capacities as
such to insure the Registrant against any payments which it is obligated to
make to such persons under the foregoing indemnification provisions.
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the personal liability of its
directors to the Registrant and its stockholders, in certain circumstances,
for monetary damages arising from a breach of the director's duty of care.
II-1
<PAGE>
ITEM 16. EXHIBITS.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated September 11, 1996
(incorporated by reference herein from Exhibit 6(a) to
Amendment No. 1 to Schedule 13D filed by Brunswick dated
September 13, 1996)
4.1 Form of warrant to be issued by the Registrant to former
holders of Brunswick preferred stock (incorporated by
reference herein from Exhibit 4.1 to Form 8-K filed by the
Registrant dated December 5, 1996)
4.2 Forms of warrants assumed and to be issued by the Registrant
in connection with the merger with Brunswick (incorporated
by reference herein from Exhibit 4.2 to Form 10-Q filed by
the Registrant for the quarter ended October 31, 1996)
5.1 Opinion of Arnold & Porter
23.1 Consent of Price Waterhouse LLP*
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of Arnold & Porter (included as part of Exhibit 5.1)
24 Powers of Attorney*
- ----------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
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;
(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. 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
II-2
<PAGE>
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%
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 the undertakings set forth in
paragraph (i) and (ii) above 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 15(d) of the Securities Exchange Act of
1934, as amended (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, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act 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.
Insofar as indemnification for liability arising under the Securities
Act 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 Commission such indemnification
is against public policy as expressed in the Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
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 a Form S-3 and has duly caused this
Amendment No. 1 to this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the County of Howard, State of
Maryland, on February 25, 1997.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
By: /s/ JAMES H. MILLER
---------------------------------------
James H. Miller
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Name Title Date
- ---- ----- -----
/s/ JAMES H. MILLER Chairman, President and February 25, 1997
- ----------------------- Chief Executive Officer
James H. Miller (Principal Executive Officer)
/s/ JEFFREY W. CHURCH Senior Vice President, Finance February 25, 1997
- ----------------------- and Chief Financial Officer
Jeffrey W. Church (Principal Financial and
Accounting Officer)
* Director February 25, 1997
- -----------------------
Bruce M. Dresner
<PAGE>
* Director February 25, 1997
- ----------------------
Robert G. Foster
* Director February 25, 1997
- ----------------------
E. Andrews Grinstead, III
* Director February 25, 1997
- ----------------------
David L. Lougee
* /s/ JAMES H. MILLER February 25, 1997
- ----------------------
James H. Miller
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- ------------
2.1 Agreement and Plan of Merger dated September 11, 1996
(incorporated by reference herein from Exhibit 6(a) to
Amendment No. 1 to Schedule 13D filed by Brunswick dated
September 13, 1996)
4.1 Form of warrant to be issued by the Registrant to former
holders of Brunswick preferred stock (incorporated by
reference herein from Exhibit 4.1 to Form 8-K filed by the
Registrant dated December 5, 1996)
4.2 Forms of warrants assumed and to be issued by the Registrant
in connection with the merger with Brunswick (incorporated by
reference herein from Exhibit 4.2 to Form 10-Q filed by the
Registrant for the quarter ended October 31, 1996)
5.1 Opinion of Arnold & Porter
23.1 Consent of Price Waterhouse LLP*
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of Arnold & Porter (included as part of Exhibit 5.1)
24 Powers of Attorney*
- ----------------------------
* Previously filed.
<PAGE>
Exhibit 5.1
[Arnold & Porter Letterhead]
February 25, 1997
Meridian Medical Technologies, Inc.
10240 Old Columbia Road
Columbia, Maryland 21046
Re: Meridian Medical Technologies, Inc.
Registration Statement on Form S-3
File No. 333-18279
Ladies and Gentlemen:
We have acted as special counsel to Meridian Medical
Technologies, Inc., a Delaware corporation ("Company"), in
connection with a Registration Statement on Form S-3, as
amended by Pre-Effective Amendment No. 1 thereto (the
"Registration Statement"), relating to the proposed offer and
sale of up to 2,617,849 shares of the Company's common stock,
$.10 par value ("Common Stock"), by the selling stockholders
identified therein.
The Company issued approximately 1,722,543 shares of Common Stock
in connection with the merger of Brunswick Biomedical
Corporation with and into the Company, including 13,636
shares as partial payment for financial advisory services
("Merger Shares") of which 1,720,233 may be offered and sold
pursuant to the prospectus included as part of the
Registration Statement. The remaining 897,616 shares of
Common Stock subject to the prospectus may be issued upon the
exercise of outstanding warrants and stock options issued or
assumed by the Company in connection with the merger ("Rights
Shares").
In connection with rendering the opinions set forth in
this letter, we have examined such corporate records of the
Company, including the Agreement and Plan of Merger dated
September 11, 1996, forms of the warrants and options issued
or assumed by the Company in connection with the merger, the
Company's Amended and Restated Certificate of Incorporation,
its By-laws, and resolutions of the Board of Directors, as
well as made such investigation of matters of fact and law
<PAGE>
Meridian Medical Technologies, Inc.
February 25, 1997
Page 2
and examined such other documents as we deem necessary for
rendering the opinions hereinafter expressed.
The opinions set forth herein are subject to the
following qualifications, which are in addition to any other
qualifications contained herein:
A. We have assumed without verification the genuineness
of all signatures on all documents, the authority of the
parties (other than the Company) executing such documents,
the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all
documents submitted to us as copies.
B. The opinions set forth herein are based on existing
laws, ordinances, rules, regulations, court and
administrative decisions as they presently have been
interpreted and we can give no assurances that our opinions
would not be different after any change in any of the
foregoing occurring after the date hereof.
C. We have assumed without verification that, with
respect to the minutes of any meetings of the Board of
Directors or any committees thereof of the Company that we
have examined, due notice of the meetings was given or duly
waived, the minutes accurately and completely reflect all
actions taken at the meetings and a quorum was present and
acting throughout the meetings.
D. We have assumed without verification the accuracy
and completeness of all corporate records made available to
us by the Company.
E. We express no opinion as to the effect or
application of any laws or regulations other than the
internal laws of the State of Delaware and the federal laws
of the United States. As to matters governed by the laws
specified in the foregoing sentence, we have relied
exclusively on the latest standard compilations of such
statutes and laws as reproduced in commonly accepted
unofficial publications available to us.
Based on the foregoing, upon the assumptions that there
will be no material changes in the documents we have examined
and the matters investigated referred to above, we are of the
opinion that the Merger Shares included in the Registration
<PAGE>
Meridian Medical Technologies, Inc.
February 25, 1997
Page 3
Statement have been duly authorized and validly issued and
are fully paid and nonassessable.
Also based on the foregoing and subject to the
qualifications set forth in the preceding paragraph, we are
of the opinion that the Rights Shares included in the
Registration Statement that may be issued to holders of
warrants and stock options have been duly authorized by the
Company and, upon issuance of such Rights Shares in
accordance with the terms of such warrants and options, such
Rights Shares will be validly issued, fully paid and
nonassessable under the Delaware General Corporation Law as
in effect on this date.
This letter does not address any matters other than
those expressly addressed herein. This letter is given for
your sole benefit and use. No one else is entitled to rely
hereupon. This letter speaks only as of the date hereof. We
undertake no responsibility to update or supplement it after
such date.
We hereby consent to your filing of this opinion as an
exhibit to the Registration Statement, and to reference to
our firm under the captions "Legal Opinion" contained in the
Prospectus included therein. In giving such consent, we do
not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
ARNOLD & PORTER
By /s/ Steven Kaplan
