AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1996 REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONMED CORPORATION (Exact Name of Registrant as Specified in Its Charter) 310 BROAD STREET UTICA, NEW YORK 13501 (315) 797-8375 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) EUGENE R. CORASANTI, CHAIRMAN OF THE BOARD AND PRESIDENT CONMED CORPORATION 310 BROAD STREET UTICA, NEW YORK 13501 (315) 797-8375 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) COPIES TO:
NEW YORK 16-0977505 (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification Number) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of the Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend 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 dividend or interest reinvestment plans, check the following box. [ ] 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. [X] Registration No. 33-65287 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. [ ] CALCULATION OF REGISTRATION FEE
ROBERT B. HIDEN, JR., ESQ. ROBERT E. REMMELL, ESQ. FREDERICK W. KANNER, ESQ. SULLIVAN & CROMWELL STEATES REMMELL STEATES & DZIEKAN DEWEY BALLANTINE 250 PARK AVENUE 4 OXFORD CROSSING, SUITE 104 1301 AVENUE OF THE AMERICAS NEW YORK, NY 10177 NEW HARTFORD, NY 13413 NEW YORK, NY 10019 (212) 558-4000 (315) 724-6175 (212) 259-8000 (1) Includes 45,000 shares of Common Stock which the Underwriters have the option to purchase to cover over-allotments, if any.
Proposed Proposed Amount Maximum Maximum Amount of Title of Shares to be Aggregate Price Aggregate Registration to be Registered Registered Per Unit Offering Price Fee Common Stock, par value $ 0.01 per share........ 345,000(1) $22.00 $7,590,000 $2,618 EXPLANATORY STATEMENT This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. The contents of Registration Statement No. 33-65287 are hereby incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Utica and State of New York, on the 14th day of March, 1996. CONMED CORPORATION By: /s/ Eugene R. Corasanti NAME: EUGENE R. CORASANTI TITLE: PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE /s/ Eugene R. Corasanti President, Chief Executive Officer and March 14, 1996 EUGENE R. CORASANTI Chairman of the Board (Principal Executive Officer) /s/ Robert D. Shallish, Jr. Vice President-Finance and Chief Financial March 14, 1996 ROBERT D. SHALLISH, JR. Officer (Principal Financial Officer) /s/ Joseph J. Corasanti Vice President-Legal Affairs, General Counsel March 14, 1996 JOSEPH J. CORASANTI and Director /s/ Luke A. Pomilio LUKE A. POMILIO Controller (Principal Accounting Officer) March 14, 1996 /s/ Harry Cone HARRY CONE Director March 14, 1996 /s/ Robert E. Remmell ROBERT E. REMMELL Director March 14, 1996 /s/ Bruce F. Daniels BRUCE F. DANIELS Director March 14, 1996 INDEX TO EXHIBITS
SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE NO. 5.1 Opinion of Steates Remmell Steates & Dziekan with respect to the securities being issued hereunder. 23(a) Consent of Price Waterhouse LLP. 23(b) Consent of Ernst & Young LLP. 23(c) Consent of Mansperger Patterson & McMullin, CPA's. 23(d) Consent of Arthur Andersen LLP. 23(e) Consent of Steates Remmell Steates & Dziekan (included in the opinion filed as Exhibit 5.1 hereto).
EXHIBIT 5.1 [STEATES REMMELL AND STEATES LETTERHEAD GOES HERE] March 14, 1996 CONMED Corporation 310 Broad Street Utica, New York 13501 Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of 3,852,500 shares (the "Shares") of Common Stock, par value $.01 per share, of CONMED Corporation, a New York corporation (the "Company"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statements relating to the Shares have become effective under the Act and the Shares have been duly issued and sold as contemplated by the Registration Statements, the Shares will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the Federal laws of the United States, and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statements and to the reference to us under the heading "Validity of Common Stock" in the Prospectus. We also consent to the incorporation by reference of this opinion into a registration statement relating to the same class of securities covered by such registration statement that is filed with respect to the same offering pursuant to Rule 462(b) under the Act. 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 Act. Very truly yours, /s/ Robert E. Remmell
EXHIBIT 23(A) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated February 3, 1995 (except as to Note 13, which is as of December 18, 1995) appearing on Page F-1 of CONMED Corporation's Annual Report on Form 10-K/A for the year ended December 30, 1994. We also consent to the incorporation by reference of our report dated January 29, 1996, which appears on page 1 of Exhibit 99 of the Current Report on Form 8-K filed February 26, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule which appears on page 15 of Exhibit 99 of such Current Report on Form 8-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Syracuse, New York March 14, 1996
EXHIBIT 23(B) CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our reports dated August 19, 1994, with respect to the financial statements and schedules of Birtcher Medical Systems, Inc., included in the Registration Statement on Form S-3 and related Prospectus of CONMED Corporation for the registration of 3,852,500 shares of its common stock. We also consent to the incorporation by reference of our aforementioned report into a registration statement relating to the same class of securities covered by this registration statement that is filed with respect to the same offering pursuant to Rule 462(b) under the Securities Act of 1933. /s/ Ernst & Young LLP Irvine, California March 14, 1996
EXHIBIT 23(C) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated June 15, 1995, with respect to the financial statements and supplemental schedules of The Master Medical Corporation for the year ended December 31, 1994, and to the references to us under the heading "Experts" in such Prospectus. We also consent to the incorporation by reference of our aforementioned report into a registration statement relating to the same class of securities covered by this registration statement that is filed with respect to the same offering pursuant to Rule 462(b) under the Securities Act of 1933. /s/ Mansperger, Patterson & McMullin MANSPERGER, PATTERSON & MCMULLIN, CPA'S Tempe, Arizona March 14, 1996
EXHIBIT 23(D) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated February 14, 1996 on the consolidated balance sheets of New Dimensions In Medicine, Inc. (a Delaware corporation) and subsidiaries as of December 31, 1995 and December 31, 1994 and the related consolidated statements of operations, stockholders' equity and cash flows for the year ended December 31, 1995 and for the ten-week period ended December 31, 1994 and our report dated February 24, 1995 on the consolidated balance sheets of NDM Acquisition Corp. (a Minnesota corporation and a wholly owned subsidiary of MEI Diversified Inc.) and subsidiaries as of October 14, 1994 and December 31, 1993 and 1992 and the related consolidated statements of operations, stockholder's equity and cash flows for the period ended October 14, 1994 and the years ended December 31, 1993 and 1992, incorporated by reference in this registration statement. We also consent to the references to us under the heading "Experts" in the Prospectus. /s/ Arthur Anderson LLP Cincinnati, Ohio March 14, 1996