AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1999
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CONMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation or Organization)
16-0977505
(I.R.S. Employer Identification Number)
310 BROAD STREET
UTICA, NEW YORK 13501
(Address of Principal Executive Offices)
STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS OF CONMED CORPORATION
(Full Title of the Plan)
DANIEL S. JONAS, ESQ.
310 BROAD STREET
UTICA, NEW YORK 13501
(315) 797-8375
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF EACH PROPOSED MAXIMUM MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(2) OFFERING PRICE REGISTRATION FEE
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COMMON STOCK 75,000(1) $29.47 $2,210,250.00 $615.00
($.01 PAR VALUE)
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(1) GIVES EFFECT TO THE COMPANY'S THREE-FOR-TWO STOCK SPLIT IN THE FORM OF A STOCK DIVIDEND
PAID ON NOVEMBER 30, 1995, AND COVERS ADDITIONAL SHARES THAT MAY BE OFFERED OR ISSUED
PURSUANT TO RULE 416(A).
(2) CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE PURSUANT TO RULE
457(G) BASED UPON THE AVERAGE OF THE BID AND ASKED PRICES REPORTED ON THE NASDAQ NATIONAL
MARKET ON MARCH 15, 1999, $29.47 PER SHARE.
PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this registration statement as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by CONMED Corporation (the "Company") are
hereby incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K, filed by the Company on February
24, 1998, pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
(File No. 000-16093).
(b) The Current Report on Form 8-K, filed by the Company on March 10,
1998, pursuant to the Exchange Act (File No.000-16093).
(c) The Quarterly Report on Form 10-Q, filed by the Company on May 15,
1998 pursuant to the Exchange Act (File No.000-16093).
(d) The Quarterly Report on Form 10-Q, filed by the Company on August
13, 1998 pursuant to the Exchange Act (File No.000-16093).
(e) The Quarterly Report on Form 10-Q, filed by the Company on November
13, 1998 pursuant to the Exchange Act (File No.000-16093).
(f) The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A, filed on August 5, 1987 pursuant to the
Exchange Act (File No.000-16093).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date filing of 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 Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered hereby, shares of which are
issuable or deliverable by the Registrant pursuant to the exercise of options
granted and to be granted under the Stock Option Plan for Non-Employee Directors
of CONMED Corporation, is being passed on by Daniel S. Jonas, Vice
President-Legal Affairs and General Counsel of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722 of the New York Business Corporation Law (the "BCL")
provides that a corporation may indemnify an officer or director, in the case of
third party actions, against judgments, fines, amounts paid in settlement and
reasonable expenses and, in the case of derivative actions, against amounts paid
in settlement and reasonable expenses, if the director or officer "acted, in
good faith, for a purpose which he reasonably believed to be in . . . the best
interests of the corporation" and, in the case of criminal actions, in addition,
"had no reasonable cause to believe that his conduct was unlawful." Statutory
indemnification may not be provided in derivative actions in respect of a
threatened action, or a pending action which is settled or otherwise disposed
of, or any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement and expenses as the court deems
proper.
As contemplated by BCL Section 721, the Registrant's By-laws, as
amended on December 26, 1990, provide a broader basis for indemnification in
accordance with and as permitted by BCL Article 7.
Section 6.6 of the By-Laws of the Registrant (referred to in the
By-Laws as the "Corporation") provides as follows:
"Section 6.6. Indemnification. The Corporation shall indemnify each
person made or threatened to be made a party to any action or proceeding,
whether civil or criminal, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of the
Corporation, or serves or served at the request of the Corporation, any
other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses, including attorneys'
fees, incurred in connection with such action or proceeding, or any appeal
therein, provided that no such indemnification shall be made if a judgment
or other final adjudication adverse to such person establishes that his or
her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally entitled, and
provided further that no such indemnification shall be required with
respect to any settlement or other nonadjudicated disposition of any
threatened or pending action or proceeding unless the Corporation has given
its prior consent to such settlement or other disposition.
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The Corporation may advance or promptly reimburse upon request any
person entitled to indemnification hereunder for all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding
in advance of the final disposition thereof upon receipt of an undertaking
by or on behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such person is entitled, provided,
however, that such person shall cooperate in good faith with any request by
the Corporation that common counsel be utilized by the parties to an action
or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or
among such parties.
Anything in these by-laws to the contrary notwithstanding, no
elimination of this by-law, and no amendment of this by-law adversely
affecting the right of any person to indemnification or advancement of
expenses hereunder shall be effective until the 60th day following notice
to such person of such action, and no elimination of or amendment to this
by-law shall deprive any person of his or her rights hereunder arising out
of alleged or actual occurrences, acts or failures to act prior to such
60th day.
The Corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any
corporate action or enter into any agreement which prohibits, or otherwise
limits the rights of any person to, indemnification in accordance with the
provisions of this by-law. The indemnification of any person provided by
this by-law shall continue after such person has ceased to be a director,
officer or employee of the Corporation and shall inure to the benefit of
such person's heirs, executors, administrators and legal representatives.
The Corporation is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law as it currently exists, but the failure to enter into any
such agreement, shall not affect or limit the rights of such person
pursuant to this by-law, it being expressly recognized hereby that all
directors, officers and employees of the Corporation, by serving as such
after the adoption hereof, are acting in reliance hereon and that the
Corporation is estopped to contend otherwise.
In case any provision in this by-law shall be determined at any time to
be unenforceable in any respect, the other provisions shall not in any way
be affected or impaired thereby, and the affected provision shall be given
the fullest possible enforcement in the circumstances, it being the
intention of the Corporation to afford indemnification and advancement of
expenses to its directors, officers and employees, acting in such
capacities or in the other capacities mentioned herein, to the fullest
extent permitted by law.
For purposes of this by-law, the Corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance
by such person of his or her duties to the Corporation also imposes duties
on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan, and excise taxes assessed on a
person with respect to an employee benefit plan pursuant to applicable law
shall be considered indemnifiable expenses. For purposes of this by-law,
the term "Corporation" shall include any legal successor to the
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Corporation, including any corporation which acquires all or substantially
all of the assets of the Corporation in one or more transactions."
The Company has entered into directors and officers insurance policies
with National Union Fire Insurance Company of Pittsburgh, PA and Chubb Insurance
Company covering the period from January 31, 1999 through January 31, 2000,
which covers directors and officers of the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
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4.1 Amended and Restated By-Laws, as adopted by the Board of Directors
on December 26, 1990 - incorporated herein by reference to the
exhibit in the Company's Current Report on Form 8-K, dated March 7,
1991 (File No. 0-16093).
4.2 Restated Certificate of Incorporation - incorporated herein by
reference to the exhibit in the Company's Annual Report on Form
10-K for the year ended December 31, 1996 (File No. 0-16093).
4.3 Stock Option Plan for Non-Employee Directors of CONMED Corporation,
dated May 23, 1995 - incorporated by reference to the exhibit in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 0-16093).
4.4 Credit Agreement, dated as of December 29, 1997, among CONMED
Corporation, the several banks and other financial institutions of
entities from time to time parties to the Agreement, Chase
Securities Inc., Salomon Brothers Holding Company, Inc and The
Chase Manhattan Bank - incorporated herein by reference to the
exhibit in the Company's Current Report on Form 8-K filed on
January 8, 1998 (File No. 0-16093).
4.5 Guarantee and Collateral Agreement, dated as of December 31, 1997,
made by CONMED Corporation and certain of its subsidiaries in favor
of the Chase Manhattan Bank - incorporated by reference to the
exhibit in the Company's Current Report on Form 8-K filed on
January 8, 1998 (File No. 0-16093).
4.6 Indenture, dated as of March 5, 1998, by and among CONMED
Corporation, the Subsidiary Guarantors named therein and First
Union National Bank, as Trustee - incorporated by reference to the
exhibit in the Company's Registration Statement on Form S-8 filed
on March 26, 1998 (File No. 333-48693).
5 Opinion of Daniel S. Jonas, Vice President-Legal Affairs & General
Counsel of CONMED Corporation, with respect to the securities being
registered hereunder.
23.1 Consent of Daniel S. Jonas (included in the opinion filed as
Exhibit 5 hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
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24 Power of Attorney (included on the signature page of the
Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant'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 securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than insurance and the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES OF CONMED CORPORATION
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 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 Utica, State of New York on this 16th day of March,
1999.
CONMED Corporation
By: /s/ Daniel S. Jonas
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Name: Daniel S. Jonas
Title: Vice President-Legal Affairs & General Counsel
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Daniel S. Jonas his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the indicated
capacities on March 16, 1999.
Name Title
/s/ Eugene R. Corasanti President, Chief Executive Officer and Chairman of
- ----------------------- the Board (Principal Executive Officer)
Eugene R. Corasanti
/s/ Robert D. Shallish Vice President - Finance
- ----------------------- (Principal Financial and Accounting Officer)
Robert D. Shallish
/s/Robert E. Remmell Director
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Robert E. Remmell
/s/Bruce F. Daniels Director
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Bruce F. Daniels
/s/Joseph J. Corasanti Director
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Joseph J. Corasanti
/s/Stuart J. Schwartz Director
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Stuart J. Schwartz
/s/ William D. Matthews Director
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William D. Matthews
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INDEX TO EXHIBITS
4.1 Amended and Restated By-Laws, as adopted by the Board of Directors on
December 26, 1990 - incorporated herein by reference to the exhibit in
the Company's Current Report on Form 8-K, dated March 7, 1991 (File No.
0-16093).
4.2 Restated Certificate of Incorporation - incorporated herein by
reference to the exhibit in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (File No. 0-16093).
4.3 Stock Option Plan for Non-Employee Directors of CONMED Corporation,
dated May 23, 1995 - incorporated by reference to the exhibit in the
Company's Annual Report on Form 10-K for the year ended December 31,
1996 (File No. 0-16093).
4.4 Credit Agreement, dated as of December 29, 1997, among CONMED
Corporation, the several banks and other financial institutions of
entities from time to time parties to the Agreement, Chase Securities
Inc., Salomon Brothers Holding Company, Inc and The Chase Manhattan
Bank - incorporated herein by reference to the exhibit in the Company's
Current Report on Form 8-K filed on January 8, 1998 (File No.
0-016093).
4.5 Guarantee and Collateral Agreement, dated as of December 31, 1997, made
by CONMED Corporation and certain of its subsidiaries in favor of the
Chase Manhattan Bank - incorporated by reference to the exhibit in the
Company's Current Report on Form 8-K filed on January 8, 1998 (File No.
0-16093).
4.6 Indenture, dated as of March 5, 1998, by and among CONMED Corporation,
the Subsidiary Guarantors named therein and First Union National Bank,
as Trustee - incorporated by reference to the exhibit in the Company's
Registration Statement on Form S-8 filed on March 26, 1998 (File No.
333-48693).
5 Opinion of Daniel S. Jonas, Vice President-Legal Affairs & General
Counsel of CONMED Corporation, with respect to the securities being
registered hereunder.
23.1 Consent of Daniel S. Jonas (included in the opinion filed as Exhibit 5
hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page of the Registration
Statement).
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EXHIBIT 5
March 16, 1999
CONMED Corporation
310 Broad Street
Utica, New York 13501
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), by CONMED Corporation, a New York corporation (the
"Company"), of 75,000 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), covered by the Stock Option Plan for Non-Employee
Directors of CONMED Corporation (the "Plan") (the Shares being subject to
adjustment as provided in the Plan), I have examined such corporate records,
certificates and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion, the
Shares have been duly authorized and are or will be, when issued or delivered as
provided in the Plan, validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, I have, with your approval, relied as
to certain matters on information obtained from officers of the Company and
other sources believed by me to be responsible, and I have assumed that the
signatures on all documents examined by me are genuine, assumptions which I have
not independently verified.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Shares. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ DANIEL S. JONAS
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the Stock Option Plan for Non-Employee Directors of
CONMED Corporation of our report dated February 10, 1998, which appears on page
F-1 of the CONMED Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Syracuse, New York
March 16, 1999
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