SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
Commission File Number: 0-3585
EVEREST & JENNINGS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2536185
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 CORPORATE SQUARE DRIVE, ST. LOUIS, MISSOURI 63132
(Address of principal executive offices) (zip code)
MEDICAL COMPOSITE TECHNOLOGY, INC.
1989 STOCK OPTION PLAN
(Full title of the plan)
BEVIL J. HOGG
President and Chief Executive Officer
EVEREST & JENNINGS INTERNATIONAL LTD.
1100 CORPORATE SQUARE DRIVE, ST. LOUIS, MISSOURI 63132
(Name and address of agent for service)
(314) 995-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ --------- ------------
Options to Purchase
Common Stock 408,054 N/A N/A N/A
Common Stock,
$.01 par value 408,054 $0.20 $81,610.80 $100.00
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Medical Composite
Technology, Inc. 1989 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(c) of
the Securities Act of 1933, as amended, on the basis of the weighted
average exercise price of the outstanding options.
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PART I
Information Required in Section 10(a) Prospectus
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "1933 Act") and the Note to
Part I of Form S-8.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Certain Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(1) Registrant's Annual Report on Form 10-K (File No. 0-3585) for the
fiscal year ended December 31, 1993, which contains, among other
things, the financial statements of the Registrant and certain
supplementary data for the fiscal year ended December 31, 1993,
together with the report thereon of Price Waterhouse LLP, independent
accountants.
(2) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994.
(3) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A (File No. 0-3585)
filed on November 5, 1993, which in turn cross references to
Registrant's Proxy Statement dated February 13, 1992.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934 (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation and Bylaws permit the
Registrant to indemnify officers and directors of the Registrant to the
full extent permitted under the Delaware General Corporation Law and
applicable law. Section 145 of the Delaware General Corporation Law makes
provisions for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons,
under certain circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the 1933 Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
5 Opinion of Brobeck, Phleger & Harrison
23.1 Consent of Independent Accountants, Price Waterhouse LLP
23.2 Consent of Brobeck, Phleger & Harrison is contained
in Exhibit 5
24 Power of Attorney (Reference is made to page 5 of
this Registration Statement)
99.1 Medical Composite Technology, Inc. 1989 Stock Option
Plan
99.2 Form of Incentive Stock Option Agreement used in
connection with the Medical Composite Technology, Inc.
1989 Stock Option Plan
Item 9. Undertakings.
A. The undersigned Registrant 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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of
this 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 this Registration
Statement, and (iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement; provided, however, that clauses (1)(i)
and (1)(ii) do not apply if the Registration Statement is on Form S-3
or Form S-8, and 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 Section
15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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; 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 Medical Composite Technology, Inc. 1989 Stock
Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference into this
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 under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnity provisions identified in Item 6,
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 1933 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 1933 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 County of St. Louis, State
of Missouri, on this 6th day of December, 1994.
EVEREST & JENNINGS INTERNATIONAL LTD.
BY: (BEVIL J. HOGG)
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Everest & Jennings
International Ltd., a Delaware corporation, do hereby constitute and
appoint Bevil J. Hogg and Timothy W. Evans, and each of them, the lawful
attorneys and agents, with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, and to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or
in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
(BEVIL J. HOGG) President, Chief Executive
Officer and Director
(Principal Executive Officer)
(TIMOTHY W. EVANS) Vice President, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
(DIANNE J. JENNINGS) Director
(ROBERT C. SHERBURNE) Director
(CHARLES D. YIE) Director
EXHIBIT INDEX
Exhibit Number Exhibit Page
- -------------- ------- ----
5 Opinion of Brobeck, Phleger & Harrison 8
23.1 Consent of Independent Accountants, Price
Waterhouse LLP 9
23.2 Consent of Brobeck, Phleger & Harrison is
contained in Exhibit 5 10
24 Power of Attorney (Reference is made to
page 5 of this Registration Statement) 11
99.1 Medical Composite Technology, Inc. 1989 Stock
Option Plan 12
99.2 Form of Incentive Stock Option Agreement
used in connection with the Medical Composite
Technology, Inc. 1989 Stock Option Plan 26