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Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MERIDIAN MEDICAL TECHNOLOGIES, INC.
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(Exact Name of registrant as specified in its charter)
Delaware 52-0898764
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10240 Old Columbia Road
Columbia, Maryland 21046
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(Address, including zip code, of principal executive offices)
Meridian Medical Technologies, Inc. 1997 Long-Term Incentive Plan
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(Full title of the plan)
James H. Miller
Chairman, President and Chief Executive Officer
Meridian Medical Technologies, Inc.
10240 Old Columbia Road
Columbia, Maryland 21046
(401) 309-6830
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copy to:
Steven Kaplan, Esq.
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004
(202) 942-5998
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Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration
unit(1)(2) price(2) fee(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 $8.334 $4,172,000 $1,101.41
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated on the basis of the average of the high and low sale prices
of the Registrant's Common Stock as reported on March 9, 2000 on the
Nasdaq National Market which date is within 5 business days prior to
the date of the filing of this Registration Statement.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h).
(3) In addition to the shares being registered by this Registration
Statement, this Registration Statement also relates to shares of the
Registrant's Common Stock issuable pursuant to the same employee
benefit plan for which Registration Statements on Form S-8, Nos.
33-26681, 33-34045 and 33-46981 are currently effective. Registration
fees of $100.00, $285.94 and $1,640.63 were paid, respectively, upon
the initial filings of the Registration Statements registering 100,000,
150,000 and 250,000 shares of Common Stock, respectively, and of such
shares of Common Stock, 191,227 are being carried forward pursuant to
this Registration Statement.
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<PAGE>
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
that relates to shares of Common Stock registered pursuant to this Registration
Statement also relates to 191,227 shares of Common Stock registered pursuant
Registration Statement Nos. 33-26681, 33-34045 and 33-46981.
II-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Meridian Medical Technologies, Inc.
("Registrant" or "Company") (File No. 0-05958) with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended
("Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
July 31, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended October 31, 1999 and January 31, 2000.
(c) The description of the common stock of the Company, par value
$0.10 per share ("Common Stock"), contained in a registration
statement on Form 8-A filed by the Company on December 30,
1971, and any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
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 in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
II-3
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Company appearing in the
Company's annual report (Form 10-K) for the year ended July 31, 1999 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited 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 audited and consent to
incorporation by reference is given, will be incorporated herein by reference in
reliance upon such reports given on the authority of such firms as experts in
accounting and auditing.
Arnold & Porter, special counsel to the Company, has delivered its
legal opinion to the effect that the issuance and sale of the Common Stock
offered hereby have been duly authorized by the Company and that, when issued
upon the exercise of options and stock appreciation rights or as incentive
shares in accordance with the terms of the Meridian Medical Technologies, Inc.
1997 Long-Term Incentive Plan and for legal consideration of not less than $0.10
per share, will be validly issued and will be fully paid and nonassessable, and
when issued pursuant to the award of restricted stock in accordance with the
terms of the Meridian Medical Technologies, Inc. 1997 Long-Term Incentive Plan
and for legal consideration of not less than $0.10 per share, will be validly
issued, and upon the lapse of restrictions provided under such award, will be
fully paid and nonassessable. A partner in Arnold & Porter serves as the
Company's Corporate Secretary.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL"), permits,
under certain circumstances, the indemnification of 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, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation. To the extent that a director,
officer, employee or agent of the corporation has been successful in defending
any such proceeding, the DGCL provides that he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred, if he acted in good faith and in a manner he
reasonably believed to be in or not
II-4
<PAGE>
opposed to the best interests of the corporation. The DGCL provides, however,
that indemnification shall not be permitted in such a proceeding if such person
is adjudged liable to the corporation unless, and only to the extent that, the
court, upon application, determines that he is entitled to indemnification under
the circumstances. With respect to proceedings other than those brought by or in
the right of the corporation, notwithstanding the outcome of such a proceeding,
such person may be indemnified against judgments, fines and amounts paid in
settlement, as well as expenses, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reason to believe
his conduct was unlawful. Except with respect to mandatory indemnification of
expenses to successful defendants as described in the preceding paragraph or
pursuant to a court order, the indemnification described in this paragraph may
be made only upon a determination in each specific case (1) by majority vote of
the directors that are not parties to the proceeding, even though less than a
quorum, or (2) by a committee of the directors that are not a party to the
proceeding who have been appointed by a majority vote of directors who are not a
party to the proceeding, even though less than a quorum, or (3) if there are no
such directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (4) by the stockholders.
The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification. Also, a
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.
The Company has adopted provisions in its First Amended and Restated
Certificate of Incorporation that provide for indemnification of its officers
and directors to the maximum extent permitted under the DGCL.
As authorized by the DGCL, the Company's First Amended and Restated
Certificate of Incorporation limits the liability of directors of the
Corporation for monetary damages. The effect of this provision is to eliminate
the rights of the Company and its stockholders to recover monetary damages
against a director for breach of the fiduciary duty of care as a director except
in certain limited situations. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
This provision will not alter the liability of directors under federal
securities laws.
The Company has purchased an insurance policy that purports to insure
the officers and directors of the Corporation against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors.
II-5
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The foregoing descriptions are general summaries only. Reference is
made to the full text of the Company's First Amended and Restated Certificate of
Incorporation, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended July 31, 1997 (File No. 0-05958), which is incorporated
herein by reference.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The exhibits listed on the Exhibit Index on page II-9 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
Item 9. Undertakings
The 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, as amended
(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 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 paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by
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<PAGE>
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 the
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;
4. That, for purposes of determining any liability under the
Securities Act, 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 the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such new securities at that time
shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities 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 Securities and Exchange
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-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it 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 Columbia, State of Maryland, on March 15, 2000.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
By: /s/ James H. Miller
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James H. Miller
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James H. Miller Chairman of the Board, March 15, 2000
- ----------------------------- President and CEO (Principal
James H. Miller Executive Officer)
/s/ Dennis P. O'Brien Vice President and Chief March 15, 2000
- ----------------------------- Financial Officer (Principal
Dennis P. O'Brien Financial and Accounting Officer)
/s/ Bruce M. Dresner* Director March 15, 2000
- -----------------------------
Bruce M. Dresner
/s/ Robert G. Foster* Director March 15, 2000
- -----------------------------
Robert G. Foster
/s/ E. Andrews Grinstead, III* Director March 15, 2000
- -----------------------------
E. Andrews Grinstead, III
/s/ David L. Lougee* Director March 15, 2000
- -----------------------------
David L. Lougee
*By: /s/ James H. Miller
- -----------------------------
James H. Miller
Attorney-in-fact
II-8
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit 4 Meridian Medical Technologies, Inc. 1997 Long-Term
Incentive Plan, filed herewith.
Exhibit 5 Opinion of Arnold & Porter, filed herewith.
Exhibit 23.1 Consent of Arnold & Porter, included in the opinion
filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of Ernst & Young LLP, filed herewith.
Exhibit 24 Powers of Attorney of certain directors of Meridian
Medical Technologies, Inc., filed herewith.
II-9
EXHIBIT 4
MERIDIAN MEDICAL TECHNOLOGIES, INC.
1997 LONG-TERM INCENTIVE PLAN
1. Definitions. In this Plan, except where the context otherwise
indicates, the following definitions shall apply:
1.1. "Agreement" means a written agreement implementing an
Award.
1.2. "Award" means a grant of an Option or Right or an award
of Restricted Stock or Incentive Shares.
1.3. "Board" means the Board of Directors of the Company.
1.4. "Code" means the Internal Revenue Code of 1986, as
amended.
1.5. "Committee" means a committee or subcommittee of the
Board meeting the requirements of Rule 16b-3(d)(1) of the rules and regulations
of the Exchange Act and Treasury Regulations ss. 1:162-27(e)(3), or any similar
successor rules or regulations, appointed by the Board to administer this Plan
and programs hereunder or to make specific Awards hereunder.
1.6. "Common Stock" means the common stock, par value $.10 per
share, of the Company.
1.7. "Company" means Meridian Medical Technologies, Inc.
1.8. "Date of Exercise" means the date on which the Company
receives notice of the exercise of an Option in accordance with the terms of
Section 8.1.
1.9. "Date of Grant" means the date on which an Option or
Right is granted or Restricted Stock or Incentive Shares are awarded under this
Plan.
1.10. "Director" means a member of the Board of Directors of
the Company or any Subsidiary.
1.11. "Employee" means any person determined by the Committee
to be an employer of the Company or a Subsidiary, including an Employee
Director, consultant or any person who has been hired to be an employee of the
Company or a Subsidiary.
1.12. "Employee Director" means a Director who is also an
Employee.
1.13. "Exchange Act" means the Securities Exchange Act of
1934, as amended.
1.14. "Fair Market Value" means an amount equal to the last
sale price for a Share in the over-the-counter market as reported by such source
as the Committee may select, or, if such price quotations of the Common Stock
are not then
<PAGE>
reported, then the fair market value of a Share as determined by the Committee
pursuant to a reasonable method adopted in good faith for such purpose.
1.15. "Grantee" means an Employee or Director to whom
Restricted Stock has been awarded pursuant to Section 9 or Incentive Shares have
been awarded pursuant to Section 10.
1.16. "Incentive Shares" means an award providing for the
contingent grant of Shares pursuant to the provisions of Section 10.
1.17. "Incentive Stock Option" means an Option granted under
this Plan that qualifies as an incentive stock option under Section 422 of the
Code and that the Company designates as such in the Agreement granting the
Option.
1.18. "Nonstatutory Stock Option" means an Option granted
under this Plan that is not an Incentive Stock Option.
1.19. "Option" means an option to purchase Shares granted
under this Plan in accordance with the terms of Section 6.
1.20. "Option Period" means the period during which an Option
may be exercised.
1.21. "Option Price" means the price per Share at which an
Option may be exercised. Subject to the terms of the Plan, the Option Price
shall be determined by the Committee; provided, however, that in no event shall
the Option Price be less than the greater of 25% of the Fair Market Value as of
the Date of Grant or the par value of the Common Stock.
1.22. "Optionee" means a Director, Employee, or Employee
Director to whom an Option or Right has been granted.
1.23. "Performance Goals" means performance goals established
by the Committee which may be based on earnings or earnings growth, sales,
return on assets, equity or investment, regulatory compliance, satisfactory
internal or external audits, improvement of financial ratings, achievement of
balance sheet or income statement objectives, or any other objective goals
established by the Committee, and may be absolute in their terms or measured
against or in relationship to other companies comparably, similarly or otherwise
situated. Such performance standards may be particular to an employee or the
department, branch, Subsidiary or other division in which he or she works, or
may be based on the performance of the Company generally, and may cover such
period as may be specified by the Committee.
1.24. "Plan" means the Meridian Medical Technologies, Inc.
1997 Long-Term Incentive Plan, as amended from time to time.
1.25. "Related Option" means the Option in connection with
which, or by amendment to which, a specified Right is granted.
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1.26. "Related Right" means the Right granted in connection
with which, or by amendment to, a specified Option.
1.27. "Restricted Stock" means Shares awarded under the Plan
pursuant to the provisions of Section 9.
1.28. "Right" means a stock appreciation right granted under
the Plan in accordance with the terms of Section 7.
1.29. "Right Period" means the period during which a Right may
be exercised.
1.30. "Share" means a share of Common Stock.
1.31. "Subsidiary" means a corporation at least 50% of the
total combined voting power of all classes of stock of which is owned by the
Company, either directly or through one or more other Subsidiaries.
1.32. "Ten-Percent Stockholder" means an Optionee who
(applying the rules of Section 424(d) of the Code) owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or a Subsidiary.
2. Purpose. This Plan is intended to assist the Company and its
Subsidiaries in attracting and retaining Directors, Employees and Employee
Directors of outstanding ability and to promote the identification of their
interests with those of the stockholders of the Company.
3. Administration. The Committee shall administer this Plan and shall
have plenary authority, in its discretion, to award Options, Rights, Restricted
Stock and Incentive Shares to Directors, Employees and Employee Directors,
subject to the provisions of this Plan. The Committee shall have plenary
authority and desecration, subject to the provisions of this Plan, to determine
the Directors, Employees or Employee Directors to whom Options or Rights shall
be granted and to whom Restricted Stock of Incentive Shares shall be awarded,
the terms (which terms need not be identical) of all Awards to Directors,
Employees and Employee Directors, including without limitation the Option Price
of Options, the time or times at which Awards are made, the number of Shares
covered by Awards, whether an Option shall be an Incentive Stock Option or a
Nonstatutory Stock Option, any exceptions to non-transferability, any
Performance Goals applicable to Awards, any provisions relating to vesting, any
circumstances in which the Options would terminate, the period during which
Options and Rights may be exercised, and the period during which Options and
Restricted Stock shall be subject to restrictions. In making these
determinations, the Committee may be may take into account the nature of the
services rendered or to be rendered by the Award recipients, their present and
potential contributions to the success of the Company and its Subsidiaries, and
such other factors as the Committee in its discretion shall deem relevant.
Subject to the provisions of the Plan, the Committee shall have plenary
authority to interpret this plan, prescribe, amend and rescind rules and
regulations relating to it, and make all other determinations deemed necessary
or advisable for the administration of this Plan. The determinations of
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<PAGE>
the Committee on the matters referred to in this Section 3 shall be binding and
final. Notwithstanding the provisions of this Section 3, the Chief Executive
Officer of the Company shall have the power to administer this Plan and have the
full authority of the Committee hereunder with respect to Awards to Employees
who are not subject to the requirements of Section 16(a) of the Exchange Act.
4. Eligibility. Options, Rights, Restricted Stock and Incentive Shares
may be granted or awarded only to Employees and Directors, provided, however,
that Directors, other than Employee Directors, may not be granted Incentive
Stock Options. A Director, Employee or Employee Director who has been granted an
Option or Right or awarded Restricted Stock or Incentive Shares may be granted
additional Options and Rights or awarded Restricted Stock or Incentive Shares
may be granted additional Options and Rights or awarded additional Restricted
Stock or Incentive Shares.
5. Stock Subject to Plan.
5.1. Subject to adjustment as provided in Section 11, (a) the
maximum number of Shares that may be issued under this Plan is 500,000 Shares,
and (b) the maximum number of Shares with respect to which an Employee may
receive Awards under this Plan during its term is 100,000.
5.2. If an Option or Right expires or terminates for any
reason (other than termination by virtue of the exercise of a Related Option or
Related Right, as the case may be) without having been fully exercised, if
Shares of Restricted Stock are forfeited or if Shares covered by an Incentive
Share Award are not issued or are forfeited, the unissued or forfeited Shares
which had been subject to the Award shall become available for the grant of
additional Awards.
5.3. Upon exercise of a Right (regardless of whether the Right
is settled in cash or Shares), the number of Shares with respect to which the
Right is exercised shall be charged against the number of Shares issuable under
the Plan and shall not become available for the grant of other Awards.
6. Options.
6.1. Options granted under this Plan to Employees shall be
either Incentive Stock Options or Nonstatutory Stock Options, as designated by
the Committee. Each Option granted under this Plan shall be clearly identified
either as a Nonstatutory Stock Option or an Incentive Stock Option and shall be
evidenced by an Agreement that specifies the terms and conditions of the grant.
Options shall be subject to the terms and conditions set forth in this Section 6
and such other terms and conditions not inconsistent with this Plan as the
Committee may specify. All Incentive Stock Options granted under this Plan shall
comply with the provisions of the Code governing incentive stock options and
with al other applicable rules and regulations.
6.2. The Options Period shall be determined by the Committee
and specifically set forth in the Agreement; provided, however, that an Option
shall not be
4
<PAGE>
exercisable after ten years (five years in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder) from its Date of Grant.
6.3. The Committee, in its discretion, may provide in an
Agreement for the right of the Optionee to surrender to the Company an Option
(or a portion thereof) that has become exercisable and to receive upon such
surrender, without any payment to the Company (other than required tax
withholding amounts) that number of Shares (equal to the highest whole number of
Shares) having an aggregate fair market value as of the date of surrender equal
to that number of Shares subject to the Option (or portion thereof) being
surrendered multiplied by an amount equal to the excess of (i) the Fair Market
Value on the date of surrender over (ii) the Option Price, plus an amount of
cash equal to the fair market value of any fractional Share to which the
Optionee would be entitled but for the parenthetical above relating to whole
number of Shares. Any such surrender shall be treated as the exercise of the
Option (or portion thereof).
7. Rights.
7.1. Rights granted under the Plan shall be evidenced by an
Agreement specifying the terms and conditions of the grant.
7.2. A Right may be granted under the Plan:
(a) In connection with, and at the same time as, the
grant of an Option under the Plan;
(b) By amendment of an outstanding Option granted the
Plan; or
(c) Independently of any Option granted under the
Plan.
7.3. A Right granted under Section 7.2(a) or Section 7.2(b) of
this Plan is a Related Right. A Related Right may, in the Board's or Committee's
discretion, apply to all or any portion of the Shares subject to the Related
Option.
7.4. A Right may be exercised in whole or in part as provided
in the applicable Agreement, and, subject to the terms of the Agreement,
entitles an Optionee to receive, without payment to the Company (but subject to
required tax withholding), either cash or that number of Shares (equal to the
highest whole number of Shares), or a combination thereof, in an amount or
having a fair market value determined as of the Date of Exercise not to exceed
the number of Shares subject to the portion of the Right exercised multiplied by
an amount equal to the excess of (i) the Fair Market Value on the Date of
Exercise of the Right over (ii) either (A) the Fair Market Value on the Date of
Grant of the Right if it is not a Related Right, or (B) the Option Price as
provided in the Related Option if the Right is a Related Right.
5
<PAGE>
7.5. The Right Period shall be determined by the Committee ahs
specifically set forth in the Agreement, subject to the following conditions:
(a) a Right will expire no later than the earlier of
(1) ten years from the Date of Grant, or (2) in the case of Related Right, the
expiration of the Related Option;
(b) a Right may be exercised only when the Fair
Market Value on the Date of Exercise exceeds either (1) the Fair Market Value on
the Date of Grant of the Right if it is not a Related Right, or (2) the Option
Price of the Related Option if the Right is a Related Right; and
(c) a Right that is a Related Right to an Incentive
Stock Option may be exercised only when and to the extent the Related Option is
exercisable.
7.6. The exercise, in whole or in part, of a Related Right
shall cause a reduction in the number of Shares subject to the Related Option
equal to the number of Shares with respect to which the Related Right is
exercised. Similarly, the exercise, in whole or in part, of a Related Option
shall cause a reduction in the number of Shares subject to the Related Right
equal to the number of Shares with respect to which the Related Option is
exercised.
8. Exercise of Options and Rights.
8.1. An Option or Right may, subject to the terms of the
applicable Agreement under which it was granted, be exercised in whole or in
part by the delivery to the Company of written notice of the exercise, in such
form as the Committee may prescribe, accompanied, in the case of an Option, by
(a) a full payment for the Shares with respect to which the Option is exercised
or (b) irrevocable instructions to a broker to deliver promptly to the Company
cash equal to the exercise price of the option. To the extent provided in the
applicable Option Agreement, payment may be made in whole or in part by delivery
(including constructive delivery) of Shares valued at Fair Market Value on the
Date of Exercise or by delivery of a promissory note as provided in Section 8.2
hereof.
8.2. To the extent provided in an Agreement and permitted by
applicable law, the Committee may accept as partial payment of the Option Price
a promissory note executed by the Optionee evidencing his or her obligation to
make future cash payment thereof. Promissory notes made pursuant to this Section
8.2 shall be payable upon such terms as may be determined by the Committee,
shall be secured by a pledge of the Shares received upon exercise of the Option,
or other securities the Committee may deem to be acceptable for such purposes,
and shall bear interest at a rate fixed by the Committee.
8.3. Options and Rights made under this Plan shall not be
transferable except by will, the laws of descent and distribution, or as
provided by the Committee in an Agreement.
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9. Restricted Stock Awards.
9.1. Restricted Stock awards under this Plan shall consist of
Shares that are restricted against transfer, subject to forfeiture, and subject
to such other terms and conditions intended to further the purposes of this Plan
as may be determined by the Committee. Such terms and conditions may provide, in
the discretion of the Committee, for the vesting of such awards to be contingent
upon the achievement of one or more specified Performance Goals.
9.2. Restricted Stock awards under this Plan shall be
evidenced by Agreement specifying the terms and conditions of the Award. Each
Agreement evidencing an Award of Restricted Stock shall contain the following:
(a) Prohibitions against the sale, assignment,
transfer, exchange, pledge, hypothecation, or other encumbrance of (1) the
Shares awarded as Restricted Stock under this Plan, (2) the right to vote the
Shares, and (3) the right to receive dividends thereon, in each case during, the
restriction period applicable to the Shares; provided, however, that the Grantee
shall have all the other rights of a stockholder including without limitation
the right to receive dividends and the right to vote the Shares;
(b) A requirement that each certificate representing
Shares of Restricted Stock shall be deposited with the Company, or its designee,
and shall bear the following legend:
"This certificate and the shares of stock represented
hereby are subject to the terms and conditions
(including the risks of forfeiture and restrictions
against transfer) contained in the Meridian Medical
Technologies, Inc. 1997 Long-Term Incentive Plan, and
an Agreement entered into between the registered
owner and Meridian Medical Technologies, Inc. Release
from such terms and conditions shall be made only in
accordance with the provisions of this Plan and the
Agreement, a copy of each of which is on file in the
office of the Secretary of Meridian Medical
Technologies, Inc."
(c) the terms and conditions upon which any
restrictions applicable to Shares of Restricted Stock shall lapse and new
certificates free of the foregoing legend shall be issued to the Grantee or his
or her legal representative; and
(d) such other terms, conditions and restrictions as
the Committee in its discretion may specify, including without limitation terms
that condition the lapse of forfeiture and transfer restrictions upon the
achievement of Performance Goals.
9.3. The Committee may include in any Agreement awarding
Restricted Stock a requirement that, in the event of a Grantee's termination of
7
<PAGE>
employment for any reason prior to the lapse of restrictions, all Shares of
Restricted Stock shall be forfeited by the Grantee to the Company without
payment of any consideration by the Company and neither the Grantee nor any
successors, heirs, assigns or personal representatives of the Grantee shall
thereafter have any further rights or interest in the Shares or certificates.
10. Incentive Share Awards. Incentive Shares awarded under this Plan
shall be evidenced by an Agreement specifying the terms and conditions of such
Award. Incentive Share Awards shall provide for the issuance of Shares to a
Grantee at such times and subject to such terms and conditions as the Committee
shall deem appropriate, including without limitation terms that condition the
issuance of Shares upon the achievement of Performance Goals.
11. Capital Adjustments. In the event of any change in the outstanding
Common Stock by reason of any stock dividend, split-up, recapitalization,
reclassification, combination or exchange of shares, merger, consolidation or
liquidation and the like, the Committee may, in its discretion, provide for a
substitution for or adjustment in (i) the number and class of Shares subject to
outstanding Options, Rights and Awards of Restricted Stock or Incentive Shares,
(ii) the Option Price of Options and the base price upon which payments under
Rights that are not Related Rights are determined, and (iii) the aggregate
number and class of Shares for which Awards thereafter may be made under this
Plan and to individual Award recipients.
12. Termination or Amendment. The Board may amend, alter or terminate
this Plan in any respect at any time; provided, however, that, after this Plan
has been approved by the stockholders of the Company, no amendment, alteration
or termination of this Plan shall be made by the Board without approval of (i)
the Company's stockholders to the extent stockholder approval of the amendment
is required by applicable law or regulations or the requirements of the
principal exchange or interdealer quotation system on which the Common Stock is
listed or quoted, and (ii) each affected Optionee if such amendment, alteration
or termination would adversely affect his or her rights or obligations under any
Award made prior to the date of such amendment, alteration or termination.
13. Modification, Extension, Renewal, Substitution.
13.1. Subject to the terms and conditions of this Plan, the Committee
may modify, extent or renew outstanding Options and Rights, or accept the
surrender of outstanding Options and Rights granted under this Plan or options
and stock appreciation rights granted under any other plan of the Company or a
Subsidiary (to the extent not theretofore exercised), and authorize the granting
of new Options and Rights pursuant to this Plan is substitution therefor. Any
substituted Options or Rights may specify a lower exercise price than the
surrendered options and stock appreciation rights, a longer term then the
surrendered options and stock appreciation rights, or have any other provisions
that are authorized by this Plan. Subject to the terms and conditions of this
Plan, the Committee may modify the terms of any outstanding Awards of Restricted
Stock or Incentive Shares. Notwithstanding the foregoing, however, not
modification of an Award
8
<PAGE>
shall, without the consent of the Optionee, alter or impair any of the
Optionee's rights or obligations under such Award.
13.2. Anything contained herein to the contrary
notwithstanding, Options and Rights may, at the discretion of the Committee, be
granted under this Plan is substitution for options to purchase shares of
capital stock of another corporation which is merged into, consolidated with, or
all or a substantial portion of the property or stock of which is acquired by,
the Company or one of its Subsidiaries. The terms and conditions of the
substitute Options and Rights so granted may vary from the terms and conditions
set forth in this Plan to such extent as the Committee may deem appropriate in
order to conform, in whole or part, to the provisions of the options in
substitution for which they are granted. Such Options and Rights shall not be
counted toward the 100,000 Share limit imposed by the second sentence of Section
5.1, except to the extent it is determined by the Committee that counting such
Options and Rights is required in order for grants of Options and Rights
hereunder to be eligible to qualify as "performance-based compensation" within
the meaning of Section 162(m) of the Code.
14. Effectiveness of this Plan. This Plan and any amendments hereto
requiring stockholder approval pursuant to Section 12 are subject to approval by
vote of the stockholders of the Company at the next annual or special meeting or
stockholders following adoption by the Board. Subject to such stockholder
approval, this Plan and any amendments hereto are effective on the date on which
they are adopted by the Board. Options, Rights, Restricted Stock and Incentive
Shares may be granted or awarded prior to stockholder approval of this Plan or
any amendments, but each such Award after the effective date of this Plan or any
amendment, as the case may be, shall be subject to the approval by the
stockholders of this Plan or any such amendment. The date on which any Option,
Right, Restricted Stock or Incentive Shares granted or awarded prior to
stockholder approval of this Plan or amendment is granted or awarded shall be
the Date of Grant for tall purposes as if the Option, Right, Restricted Stock or
Incentive Shares had not been subject to approval; no such Option, Right,
Restricted Stock or Incentive Shares may be exercised prior to such stockholder
approval, and any such Option shall be void ab initio if such stockholder
approval is not obtained.
15. Withholding. The Company's obligation to deliver Shares or pay any
amount pursuant to the terms of any Award hereunder shall be subject to
satisfaction of applicable federal, state and local tax withholding
requirements. To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, and Optionee may satisfy any
such withholding tax obligation by any of the following means or by a
combination of such means: (i) tendering a cash payment, (ii) authorizing the
Company to withhold Shares otherwise issuable to the Optionee, or (iii)
delivering to the Company already owned and unencumbered Shares.
16. Terms of this Plan. Unless sooner terminated by the Board pursuant
to Section 11, this Plan shall terminate on March 20, 2007, and no Option,
Right, Restricted Stock or Incentive Shares may be granted or awarded after such
date. The termination of this Plan shall not affect the validity of any Award
outstanding on the date of termination.
9
<PAGE>
17. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against all
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with this
Plan or any Option, Right, Restricted Stock or Incentive Shares granted or
awarded hereunder, and against all amounts reasonably paid by them in settlement
thereof of paid by them in satisfaction of a judgment in any such action, suit
or proceeding, if such members acted in good faith and in a manner which they
believed to be in, and not opposed to, the best interests of the Company.
18. General Provisions.
18.1. The establishment of this Plan shall not confer upon any
Director, Employee or Employee Director any legal or equitable right against the
Company, any Subsidiary or the Committee, except as expressly provided in this
Plan.
18.2. This Plan does not constitute inducement or
consideration for the employment of any Employee or the service of any Director
or Employee Director, not is it a contract between the Company or any Subsidiary
and any Director, Employee or Employee Director. Participation in this Plan
shall not give a Director, Employee or Employee Director any right to be
retained in the service of the Company or any Subsidiary.
18.3. Neither the adoption of this Plan nor its submission to
the stockholders, shall be taken to impose any limitations on the powers of the
Company or its Subsidiaries to issue, grant, or assume options, warrants,
rights, or restricted stock, otherwise than under this Plan, or to adopt other
stock option or restricted stock plans or to impose any requirement of
stockholder approval upon the same.
18.4. The interests of any Director, Employee or Employee
Director under this Plan are not subject to the claims of creditors and may not,
in any way, be assigned, alienated or encumbered except as provided in an
Agreement.
18.5. This Plan shall be governed, construed and administered
in accordance with the laws of the State of Delaware and it is the intention of
the Company that Incentive Stock Options granted under this Plan qualify as such
under Section 422 of the Code.
18.6. The Committee may require each person acquiring Shares
pursuant to Awards hereunder to represent to and agree with the Company in
writing that such person is acquiring the Shares without a view to distribution
thereof. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates for Shares issued pursuant to this Plan shall be subject to such
stock transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and
10
<PAGE>
Exchange Commissions, any stock exchange upon which the Common Stock is then
listed or interdealer quotation system upon which the Common Stock is then
quoted, and any applicable federal or state securities laws. The Committee may
place a legend or legends on any such certificates to make appropriate reference
to such restrictions.
18.7. The Company shall not be required to issue any
certificate or certificates for Shares with respect to Awards under this Plan,
or record any person as a holder of record of such Shares, without obtaining, to
the complete satisfaction of the Committee, the approval of all regulatory
bodies deemed necessary by the Committee, and without complying to the Board's
or Committee's complete satisfaction, with all rules and regulations, under
federal, state or local law deemed applicable by the Committee.
11
EXHIBIT 5
[ARNOLD & PORTER LETTERHEAD]
March 15, 2000
Board of Directors
Meridian Medical Technologies, Inc.
10240 Old Columbia Road
Columbia, Maryland 21046
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Meridian Medical Technologies, Inc. (the
"Company") in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Company's 1997 Long-Term Incentive
Plan (the "1997 Plan") filed by the Company with the Securities and Exchange
Commission covering 500,000 shares of common stock, par value $0.10 per share
(the "Common Stock"), issuable pursuant to the 1997 Plan.
In connection with rendering the opinions set forth in this letter, we
have examined such corporate records of the Company, including, the 1997 Plan,
the Company's First Amended and Restated Certificate of Incorporation, its First
Amended and Restated By-laws, and resolutions of the Board of Directors and
stockholders of the Company, as well as made such investigation of matters of
fact and law 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.
<PAGE>
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 or of the stockholders 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 general corporation law 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 500,000 shares of Common Stock
subject to the 1997 Plan have been duly authorized by the Company and that, when
issued upon the exercise of options and stock appreciation rights or as
incentive shares in accordance with the terms of the 1997 Plan and for legal
consideration of not less than $0.10 per share, will be validly issued and will
be fully paid and nonassessable, and when issued pursuant to the award of
restricted stock in accordance with the terms of the 1997 Plan and for legal
consideration of not less than $0.10 per share, will be validly issued, and upon
the lapse of restrictions provided under such award, will be fully paid and
nonassessable.
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 Exhibit 5 to the
Registration Statement and to reference to our firm in Item 5 thereof. By giving
such consent we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
ARNOLD & PORTER
By: /s/ Steven Kaplan
-----------------
Steven Kaplan
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8 No. 333-00000) pertaining to the Meridian
Medical Technologies, Inc. 1997 Long-Term Incentive Plan and to the
incorporation by reference therein of our report dated October 22, 1999, with
respect to the consolidated financial statements of Meridian Medical
Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended
July 31, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, DC
March 10, 2000
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Meridian Medical Technologies, Inc. a corporation organized under the
laws of the state of Delaware (the "Corporation"), hereby constitutes and
appoints James H. Miller, Dennis P O'Brien, Steven Kaplan, Richard E. Baltz and
Matthew W. Garber and each of them (with full power to each of them to act
alone), his or her true and lawful attorneys-in-fact and agents for him and her
on his or her behalf and in his or her name, place and stead, in all cases with
full power of substitution and resubstitution, in any and all capacities, to
sign, execute and affix his or her seal to and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 or any other appropriate form and all
amendments (including post-effective amendments) thereto with all exhibits and
any and all documents required to be filed with respect thereto, relating to the
registration of shares of common stock, par value $0.10 per share, of the
Corporation issuable pursuant to the Corporation's 1997 Long-Term Incentive
Plan, and grants to each of them full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully and to all intents and
purposes as he himself or she herself might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned director and or officer has hereunto
set his or her hand and seal, as of the date specified.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James H. Miller Chairman of the Board, March 6, 2000
- --------------------------- President and CEO (Principal
James H. Miller Executive Officer)
/s/ Dennis P. O'Brien Vice President and Chief Financial March 6, 2000
- --------------------------- Officer (Principal Financial and
Dennis P. O'Brien Accounting Officer)
/s/ Bruce M. Dresner Director March 8, 2000
- ---------------------------
Bruce M. Dresner
/s/ Robert G. Foster Director March 8, 2000
- ---------------------------
Robert G. Foster
/s/ E. Andrews Grinstead, III Director March 9, 2000
- -----------------------------
E. Andrews Grinstead, III
/s/ David L. Lougee Director March 7, 2000
- ---------------------------
David L. Lougee
</TABLE>
