As filed with the Securities and Exchange Commission on August 11, 1995 Registration Nos. 33-10618 33-22434 33-28092 33-28830 33-38217 33-38218 33-47967 33-54757 33-59914 33-66298 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT S UNDER THE SECURITIES ACT OF 1933 ADVANCED TECHNOLOGY LABORATORIES, INC. (Exact name of issuer as specified in its charter) WASHINGTON 91-1353386 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 22100 Bothell Everett Highway Bothell, Washington 98041-3003 (206) 478-7000 (Address and telephone number of principal executive offices) Amended 1986 Option, Restricted Stock, Stock Appreciation Right and Performance Unit Plan Management Incentive Compensation Plan Common Share Purchase Rights Agreement Amended and Restated Nonofficer Employee Option, Restricted Stock and Stock Grant Plan Incentive Savings and Stock Ownership Plan Amended 1992 Option, Stock Appreciaton Right, Restricted Stock, Stock Grant and Performance Unit Plan 1992 Nonofficer Employee Stock Option Plan Nonemployee Director Stock Option Plan (Full title of the Plans) W. Brinton Yorks, Jr. 22100 Bothell Everett Highway Bothell, Washington 98041-3003 (206) 478-7000 (Name, address and telephone number of agent for service) Page 1 This Post-Effective Amendment No. 1 to the registration statements on Form S-8 (File Nos. 33-10618, 33-22434, 33-28092, 33-28830, 33-38217, 33-38218, 33-47967, 33-54757, 33-59914 and 33- 66298) (collectively, the "Registration Statements") of Advanced Technology Laboratories, Inc., a Delaware corporation ("ATL Delaware"), which registration statements register securities issued pursuant to the Amended 1986 Option, Restricted Stock, Stock Appreciation Right and Performance Unit Plan, the Management Incentive Compensation Plan, the Common Share Purchase Rights Agreement, the Amended and Restated Nonofficer Employee Option, Restricted Stock and Stock Grant Plan, the Incentive Savings and Stock Ownership Plan, the Amended 1992 Option, Stock Appreciaton Right, Restricted Stock, Stock Grant and Performance Unit Plan, the 1992 Nonofficer Employee Stock Option Plan, and the Nonemployee Director Stock Option Plan, respectively, is filed pursuant to Rule 414 promulgated under the Securities Act of 1933, as amended (the "Act"), by Advanced Technology Laboratories, Inc., a Washington corporation ("ATL Washington"). In connection with the Reincorporation Merger (as defined below), ATL Washington hereby adopts the Registration Statements as its own for all purposes of the Act and the Securities Exchange Act of 1934. DESCRIPTION OF TRANSACTION Pursuant to a Plan and Agreement of Merger, dated as of May 10, 1995, among ATL Washington and ATL Delaware, ATL Delaware merged with and into ATL Washington, with ATL Washington as the surviving corporation (the "Reincorporation Merger"), and with ATL Washington thereafter having the name "Advanced Technology Laboratories, Inc." In the Reincorporation Merger, each share of common stock, par value $.01 per share, of ATL Delaware was automatically converted into one issued and fully paid and nonassessable share of common stock, par value $.01 per share, of ATL Washington. The Reincorporation Merger and related transactions are described in the Proxy Statement (the "Proxy Statement") of ATL Delaware dated April 3, 1995 related to the annual general meeting of shareholders of ATL Delaware, at which shareholders of ATL voted to approve the Reincorporation Merger and such transactions. A Certificate of Merger was filed with the Secretary of State of Delaware, and Articles of Merger were filed with the Secretary of State of Washington, on May 11, 1995, each relating to the Reincorporation Merger. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 4. Not Applicable Item 5. Not Applicable Item 6. Indemnification of Directors and Officers. The Registrant's Articles of Incorporation provide that the Registrant may indemnify and hold harmless to the fullest extent permitted by the Washington Business Corporation Act (the "WBCA") or other applicable law each person who was or is made a party to or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or other proceeding, whether civil, criminal, derivative, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Registrant or, being or having been such a director, officer, employee or agent, he or she is or was serving at the request of the Registrant as a director, officer, employee, agent, trustee, or in any other capacity of another Registrant or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or omission in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee or in any other capacity, against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, Employee Retirement Income Security Act of 1974 excise taxes or penalties and amounts to be paid in Page 2 settlement) actually or reasonably incurred or suffered by such person in connection therewith. The WBCA includes a provision (Section 23B.08.320 of the Revised Code of Washington) that permits a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for his or her acts or omissions as a director, except in certain circumstances involving intentional misconduct, self dealing or illegal corporate loans or distributions, or any transaction from which the director personally benefits. Such indemnification may continue as to a person who has ceased to be a director, officer, employee or agent of the Registrant and shall inure to the benefit of his or her heirs and personal representatives. The Registrant may pay the expenses of a director, officer, employee or agent of the Registrant incurred in defending any such proceeding in advance of the final disposition of any such proceeding; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made to or on behalf of a director, officer, employee or agent only upon delivery to the Registrant of an undertaking, by or on behalf of such director, officer, employee or agent, to repay all amounts so advanced if it shall ultimately be determined that such director, officer, employee or agent is not entitled to be indemnified under the Registrant's Articles of Incorporation or otherwise, which undertaking may be unsecured and may be accepted without reference to financial ability to make repayment. No indemnification shall be provided under the Registrant's Articles of Incorporation to any such person if the Registrant is prohibited by the provisions of the WBCA or other applicable law as then in effect from paying such indemnification. The WBCA (Sections 23B.08.500 through 23B.08.600 of the Revised Code of Washington) authorizes a court to award, or a corporation's Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities arising under the WBCA. In addition, the Registrant maintains an insurance policy insuring its directors and officers for certain acts or omissions while acting in their official capacities. Item 7. Not Applicable Item 8. EXHIBITS Exhibit Number Description 23.1 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney (see signature page) Item 9. Undertakings. (h) Insofar as indemnification for liabilities arising under the WBCA 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 WBCA 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 of whether such indemnification by it is against public policy as expressed in the WBCA and will be governed by the final adjudication of such issue. Page 3 SIGNATURES The Registrant. 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 post- effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington, on this 10th day of August, 1995. ADVANCED TECHNOLOGY LABORATORIES, INC. By /s/ Dennis C. Fill ---------------------- Dennis C. Fill Chairman and Chief Executive Officer The Plan. Solely with respect to the Registrant's Incentive Savings and Stock Ownership Plan and pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this post- effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington, on this 10th day of August, 1995. INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN By /s/ Harvey N. Gillis -------------------------------- Harvey N. Gillis, Senior Vice President and Chief Financial Officer Page 4 Power of Attorney Each person whose signature appears below constitutes and appoints Dennis C. Fill and W. Brinton Yorks, Jr., and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments to the Registration Statements, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ Dennis C. Fill Chairman of the Board, Chief August 10, 1995 ---------------------- Executive Officer and Director Dennis C. Fill (Principal Executive Officer) /s/ Kirby L. Cramer Director August 10, 1995 ---------------------- Kirby L. Cramer /s/ Harvey Feigenbaum Director August 10, 1995 ---------------------- Harvey Feigenbaum, M.D. /s/ Eugene A. Larson Director August 10, 1995 ---------------------- Eugene A. Larson /s/ John R. Miller Director August 10, 1995 ---------------------- John R. Miller /s/ Phillip M.Nudelman Director August 10, 1995 ---------------------- Phillip M. Nudelman, Ph.D. /s/ Hary Woolf Director August 10, 1995 ---------------------- Harry Woolf, Ph.D /s/ Harvey N. Gillis Senior Vice President and August 10, 1995 ---------------------- Chief Financial Officer Harvey N. Gillis (Principal Financial Officer) /s/ Richard S. Totorica Corporate Controller August 10, 1995 ---------------------- (Chief Accounting Officer) Richard S. Totorica Page 5 INDEX TO EXHIBITS Exhibit Sequentially Number Description Numbered Page ----------------------------------- ------------- 23.1 Consent of KPMG Peat Marwick LLP 7 24.1 Power of Attorney (see signature page) 5 Page 6