As filed with the Securities and Exchange Commission on August 11,1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ADVANCED TECHNOLOGY LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1353386
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
22100 Bothell Everett Highway
P.O. Box 3003
Bothell, WA 98041-3003
(Address of principal executive offices, including zip code)
AMENDED 1992 NONOFFICER EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
W. BRINTON YORKS, Jr.
Vice President, General Counsel and Secretary
ADVANCED TECHNOLOGY LABORATORIES, INC.
22100 Bothell Everett Highway
P.O. Box 3003
Bothell, WA 98041-3003
(206) 487-7000
(Name, address and telephone number, including area code, of
agent for service)
__________________
CALCULATION OF REGISTRATION FEE
Title of Number to Proposed Proposed Amount
Securities Be Maximum Maximum of
to Be Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Share(1) Price(1)
Common 100,000(1) $17.25 $1,725,000 $594.83
Stock, par
value $.01
per Share
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The price per share is estimated to
be $17.25 based on the average of the high and low prices for
the Common Stock in the over-the-counter market on August 9, 1995
as reported on the Nasdaq National Market.
(2) In addition to this number of shares, an indeterminate number of
additional shares which may be necessary to adjust the number of
shares reserved for issuance pursuant to such plans as the result
of any future stock split, stock dividend or similar adjustment
of the outstanding Common Stock of the Registrant.
Page 1
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this registration
statement on Form S-8 is filed by Advanced Technology
Laboratories, Inc. (the "Registrant") to register additional
securities under the Plan described in Registration
Statement Nos. 33-54757 and 33-59914 to be issued pursuant
to an amendment to the Plan approved by the Registrant's
Board of Directors on July 28, 1995. Portions of
Registration Statement Nos. 33-54757 and 33-59914 are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994 filed on March 31, 1995, which contains
audited financial statements for the most recent year for which such
statements have been filed;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year covered
by the Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock
contained in the Registration Statement on Form 10 (Registration No.
0-15160) filed with the Commission on December 31, 1986 under Section
12(g) of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and
prior to the filing of a post-effective amendment which indicates that
the securities offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold, shall also be deemed
to be incorporated by reference into this Registration Statement and
to be a part hereof commencing on the respective dates on which such
documents are filed.
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 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.
Page 2
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
------- ------------------------------------------
5.1 Opinion of Bogle & Gates
10.1 Amended 1992 Nonofficer Employee Stock
Option Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bogle & Gates (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
Item 9. UNDERTAKINGS
Incorporated by reference to Registration Statement Nos. 33-54757
and 33-59914.
Page 3
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 City of Bothell,
State of Washington, on August 11, 1995.
ADVANCED TECHNOLOGY LABORATORIES, INC.
By /s/Dennis C. Fill
----------------------
Dennis C. Fill
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes Dennis C. Fill, and W. Brinton Yorks Jr., and each of them as
attorneys-in-fact, with full power of substitution, to execute in the name
and on behalf of such person, individually and in each capacity stated below,
and to file, any and all amendments to this Registration Statement, including
any and all post-effective amendments.
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 indicated on August 11, 1995.
Signature Title
/s/Dennis C. Fill Chairman of the Board, Chief
----------------------- Executive Officer
/s/Harvey N. Gillis Senior Vice President, Chief
----------------------- Financial Officer and Treasurer
Harvey N. Gillis (Principal Financial Officer)
/s/ Phillip M.. Nudelman Director
-----------------------
Phillip M. Nudelmen
/s/Kirby L. Cramer Director
-----------------------
Kirby L. Cramer
/s/Harvey Feigenbaum Director
-----------------------
Harvey Feigenbaum, M.D.
/s/Eugene A. Larson Director
-----------------------
Eugene A. Larson
/s/John R. Miller Director
-----------------------
John R. Miller
/s/Harry Woolf Director
-----------------------
Harry Woolf, Ph.D.
/s/Richard S. Totorica Corporate Controller (Chief
----------------------- Accounting Officer)
Richard S. Totorica
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
------- -------------------------------- -------------
5.1 Opinion of Bogle & Gates 6
10.1 Amended 1992 Nonofficer Employee Stock 7
Option Plan
23.1 Consent of KPMG Peat Marwick LLP 14
23.2 Consent of Bogle & Gates (included in 6
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page) 4
Page 5