As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ATL ULTRASOUND, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1353386
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
22100 Bothell Everett Highway
P.O. Box 3003
Bothell, WA 98041-3003
(Address of principal executive offices, including zip code)
1992 NONOFFICER EMPLOYEE STOCK PLAN
(Full title of the plan)
W. BRINTON YORKS, Jr.
Vice President, General Counsel and Secretary
ATL ULTRASOUND, INC.
22100 Bothell-Everett Highway
P.O. Box 3003
Bothell, WA 98041-3003
(425) 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 Registra-
Registered Price Per Offering tion Fee
Share(1) Price(1)
Common 150,000(2) $43.375 $6,506,250 $1,971.59
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 $43.375 based on the average of the high and low prices for
the Common Stock in the over-the-counter market on November 25,
1997 as reported on the Nasdaq National Market.
(2) Of this number, 150,000 are being registered for issuance
pursuant to the 1992 Nonofficer Employee Stock Plan. 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 of 18
Exhibit Index is on page 6
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E, this registration
statement on Form S-8 is filed ATL Ultrasound, Inc. (the
"Registrant") to register additional securities under the
1992 Nonofficer Employee Stock Plan (the "Plan"), described
in Registration Statement Nos. 33-54757 (including post-
effective Amendment No.1 thereto (the "Post-Effective
Amendment")), 33-59914, 33-61807, 333-08881 and 333-29955,
to be issued pursuant to an amendment and adoption of the
Plans by the Registrant's Board of Directors on July 24,
1997 and November 18, 1997. Portions of Registration
Statement 33-54757, 33-59914, 33-61807, 333-08881 and 333-
29955 and the Post-Effective Amendment 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, 1996 filed on March 28, 1997;
(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;
(c) The description of the Registrant's Common Stock
contained in the Current Report on Form 8-K filed on January 11,
1996; and
(d) 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 November 12, 1986 under
Section 12(g) of the Exchange Act, and any amendment or report
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.
Incorporated herein by reference to the Post-Effective Amendment
on Form S-8, filed with the Commission on August 11, 1995 under
Registration Statement No. 33-54757.
Item 7. Not Applicable
2
Item 8. EXHIBITS
Exhibit
Number Description
5.1 Opinion of Bogle & Gates P.L.L.C.
10.1 Amended 1992 Nonofficer Employee Stock Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bogle & Gates P.L.L.C. (included
in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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 paragraphs (A)(1)(i) and (A)(1)(ii)
above do not apply if the registration statement is on Form
S-8 or Form S-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
Undertakings pursuant to Regulation S-K Rule 512(b) and
(h) are incorporated by reference to Registration Statement
Nos. 33-54757, 33-59914, 33-61807, 333-08881 and 333-29955
and the Post-Effective Amendment.
3
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
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Bothell, State of Washington, on this 25th day of
November, 1997.
ATL ULTRASOUND, INC.
By /s/ Dennis C. Fill
------------------------------
Dennis C. Fill, Chairman
and Chief Executive Officer
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 Registration Statement has been signed by the
following persons in the capacities and on the date
indicated on November 18, 1997.
Signature Title
--------- -----
/s/ Dennis C. Fill Chairman of the Board, Chief
---------------------- Executive Officer
Dennis C. Fill
/s/ Harvey N. Gillis Senior Vice President, Chief
------------------------ Financial Officer (Principal
Harvey N. Gillis Financial Officer)
/s/ Kirby L. Cramer Director
-----------------------
Kirby L. Cramer
/s/ Harvey Feigenbaum Director
-------------------------
Harvey Feigenbaum, M.D.
4
/s/ Eugene A. Larson Director
-------------------------
Eugene A. Larson
/s/ Ernest Mario Director
-----------------------
Ernest Mario, Ph.D.
/s/ John R. Miller Director
-----------------------
John R. Miller
/s/ Phillip M. Nudelman Director
---------------------------
Phillip M. Nudelman, Ph.D.
/s/ Harry Woolf Director
-----------------------
Harry Woolf, Ph.D.
/s/ Richard S. Totorica Vice President and Corporate
-------------------------- Controller (Principal Accounting
Richard S. Totorica Officer)
5
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
------- ------------------------------------------ ------------
5.1 Opinion of Bogle & Gates P.L.L.C. 7
10.1 Amended 1992 Nonofficer Employee Stock 8 - 17
Option Plan
23.1 Consent of KPMG Peat Marwick LLP 18
23.2 Consent of Bogle & Gates P.L.L.C.(included
in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
6