As filed with the Securities and Exchange Commission on March 19, 2001
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANTEL MEDICAL CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-1760285
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
150 CLOVE ROAD - 9TH FL.
LITTLE FALLS, NEW JERSEY 07424
(Address of principal executive offices) (Zip Code)
1997 EMPLOYEE STOCK OPTION PLAN
1998 DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
CHARLES M. DIKER DATED OCTOBER 16, 1997 AND OCTOBER 30, 1998
(EACH AGREEMENT TO PURCHASE 50,000 SHARES)
STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
DARWIN C. DORNBUSH DATED OCTOBER 31, 1996,
JANUARY 31, 1997, APRIL 30, 1997, JULY
31, 1997, OCTOBER 31, 1997, JANUARY 31,
1998, APRIL 30, 1998,
JULY 31, 1998, OCTOBER 31, 1998,
JANUARY 31, 1999, APRIL 30,
1999, AND JULY 31, 1999
(EACH AGREEMENT TO PURCHASE 500 SHARES)
STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
JOHN W. ROWE DATED OCTOBER 5, 1998 AND MARCH 10, 1999
(EACH AGREEMENT TO PURCHASE 10,000 SHARES)
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND
JOSEPH M. COHEN DATED OCTOBER 10, 2000
TO PURCHASE 10,000 SHARES
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND
JOSEPH L. HARRIS DATED NOVEMBER 1, 2000
TO PURCHASE 26,250 SHARES
(Full title of the plans)
JAMES P. REILLY
CANTEL MEDICAL CORP.
150 CLOVE ROAD - 9TH FL.
LITTLE FALLS, NEW JERSEY 07424
(Name and address of agent for service)
(973) 890-7220
Telephone number, including area code, of agent for service
COPY TO:
Eric W. Nodiff, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, New York 10017
(212) 759-3300
CALCULATION OF REGISTRATION FEE
Proposed Maximum Amount of
Title of Securities to Amount to be Proposed Maximum Aggregate Registration
be registered Registered Price Per Share* Offering Price* Fee
- ---------------------- -------------------- ---------------- ---------------- ------------
Common Stock, par
value $.10 per share 647,000 shares** $ 6.89** $ 4,457,830** $1,114
Common Stock, par
value $.10 per share 415,250 shares *** $13.78*** $ 5,722,145*** $1,431
- ---------------------- -------------------- ---------------- ---------------- ------------
Total 1,062,250 shares $10,179,975 $2,545
==================== ================ ============
* Estimated solely for purposes of calculating the registration fee.
** Relates to shares that are subject to all non-plan options as well as
options granted under the Plan for which the option price is known. As to such
shares, the price is calculated in accordance with Rule 457(h)(1) under
Securities Act of 1933 based upon the weighted average of the exercise prices of
such options.
*** Relates to shares issuable upon exercise of options that may be granted
under the 1997 Employee Stock Option Plan and the 1998 Directors' Stock Option
Plan (collectively, the "Plans") for which the offering price is not known. As
to such shares, the price is calculated in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the high and low prices of Common Stock of
Cantel Medical Corp. as reported on the NASDAQ National Market System on March
13, 2001.
P R O S P E C T U S
16,875 Shares
CANTEL MEDICAL CORP.
Common Stock
----------------
The shares of common stock, par value $.10 per share (the "Common Stock"),
of Cantel Medical Corp. offered hereby (the "Shares") will be sold by the
Selling Stockholders. See "Selling Stockholders." We will not receive any of the
proceeds from the sale of the Shares.
Our Common Stock is traded on the National Market System of NASDAQ under
the symbol "CNTL." "RISK FACTORS" ASSOCIATED WITH THE SHARES OFFERED HEREBY ARE
DISCUSSED ON PAGES 3 THROUGH 5 OF THIS PROSPECTUS. On March 14, 2001, the
closing price of our Common Stock was $13.875 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Selling Stockholders may offer for sale and sell the Shares from time
to time in broker's transactions, in negotiated transactions or through a
combination thereof at prices related to market prices of the Common Stock
prevailing at the time of sale. The Shares are being offered on a continuous
basis; the precise amounts and timing of sales, if any, of the Shares will be
determined by the Selling Stockholders in their sole discretion from time to
time.
The date of this Prospectus is March 19, 2001.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; at its Northeast Regional Office, 7 World
Trade Center, 13th Floor, New York, New York 10048; and at its Chicago Regional
Office, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511.
Copies can be obtained by mail at prescribed rates. Requests should be directed
to the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Additional information regarding the public reference
facilities may be obtained by calling the Commission at 1-800-SEC-0330. The
Commission also maintains a Web Site (http://www.sec.gov) that contains reports,
proxy statements and other information.
Our Common Stock is traded on the National Market System of NASDAQ, and
such reports, proxy statements and certain other information can also be
inspected at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Our Annual Report on Form 10-K for the fiscal year ended July 31, 2000 and
Quarterly Reports on Form 10-Q for the three month period ended October 31, 2000
and the three and six month periods ended January 31, 2001 as filed with the
Commission are incorporated herein by reference. All documents filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents.
We undertake to provide without charge to each person to whom a copy of
this Prospectus has been delivered copies of the above documents, other than
exhibits thereto, upon request of any such person. Requests should be directed
to Cantel Medical Corp., 150 Clove Road, 9th Floor, Little Falls, New Jersey
07424 (telephone number: 973-890-7220).
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THE COMPANY
We are a healthcare company concentrating primarily in infection
prevention and control products and diagnostic and therapeutic medical and
scientific equipment. Through our wholly-owned United States subsidiary,
MediVators, Inc. ("MediVators"), we serve customers worldwide by designing,
developing, manufacturing, marketing and distributing innovative products for
the infection prevention and control industry. Through our wholly-owned Canadian
subsidiary, Carsen Group Inc. ("Carsen"), we market and distribute medical
equipment (including flexible and rigid endoscopes), precision instruments
(including microscopes and high performance image analysis hardware and
software) and industrial equipment (including remote visual inspection devices).
Our subsidiaries also provide technical maintenance service for their own
products, as well as for certain competitors' products.
The medical and infection control products distributed by Carsen consist
of medical equipment, including flexible and rigid endoscopes, endoscope
disinfection equipment, surgical equipment and related accessories. The
infection control products manufactured and distributed by MediVators consist of
endoscope disinfection equipment and related accessories and supplies. The
scientific products distributed by Carsen consist of precision instruments,
including microscopes and related accessories, certain laboratory equipment and
related accessories and image analysis software and hardware; and industrial
technology equipment, including borescopes, fiberscopes, video image scopes and
related accessories.
RISK FACTORS
The Shares involve a high degree of risk, including, but not necessarily
limited to, the risk factors described below. Each prospective investor should
consider carefully the information set forth below as well as the other
information set forth in this Prospectus.
WE ARE DEPENDENT UPON A SINGLE SUPPLIER FOR A SIGNIFICANT PORTION OF OUR
PRODUCTS. The majority of our medical and scientific products are manufactured
and supplied by Olympus Optical Co. Ltd., a Japanese corporation ("Olympus
Optical"), and are sold by us pursuant to a distribution agreement with Olympus
Optical's United States-based subsidiary, Olympus America Inc. ("Olympus"),
which expires on March 31, 2004. If we fulfill our obligations under the
agreement, we, together with Olympus, will
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establish new minimum purchase requirements and extend the agreement through
March 31, 2006. In addition, we generally do not have the right to manufacture,
distribute or sell any products which are competitive with the Olympus products
covered by the distribution agreement. The distribution agreement imposes
minimum purchase and service obligations upon us. Subject to an allowance of a
10% shortfall from the minimum purchase requirements in certain situations,
Olympus has the option to terminate or restructure the agreement with respect to
each product group for which we have failed to meet the minimum purchase
requirements. If we fail to meet such requirements for both precision
instruments and industrial technology equipment, or for medical equipment, then
Olympus has the option to terminate or restructure the entire agreement. Any
termination of the distribution agreement or our right to distribute a product
group thereunder, or the failure of Olympus to renew the distribution agreement
upon its expiration, could have a material adverse effect on us.
CURRENCY FLUCTUATIONS THAT DEVALUE THE CANADIAN DOLLAR AGAINST THE UNITED
STATES DOLLAR COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS. A substantial
portion of the products purchased by us in Canada are paid for in United States
dollars but sold in Canadian dollars. Therefore, our business could be
materially and adversely affected by a decrease in the value of the Canadian
dollar against the United States dollar. Moreover, such a decrease in the value
of the Canadian dollar could result in a corresponding reduction in the United
States dollar value of our assets that are denominated in Canadian dollars.
WE SELL A SUBSTANTIAL PORTION OF OUR PRODUCTS THROUGH A SINGLE
DISTRIBUTOR. Pursuant to a distribution agreement which expires August 1, 2003,
Olympus is the sole distributor of our infection prevention and control products
in the United States and Puerto Rico. If Olympus terminates or fails to renew
the distribution agreement, then we would need to locate a new distributor. Such
a disruption in the distribution of our products and the time it could take to
find a new distributor could materially and adversely affect our business.
SELLING STOCKHOLDERS
The table below sets forth information regarding the beneficial ownership
of the common stock by the Selling Stockholders and as adjusted to give effect
to the sale of the Shares offered in this prospectus.
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Number of Shares
Number of of Common Stock
Number of Shares Shares of to be Owned
of Common Stock Stock Eligible Following the
Owned as of the for Resale Offering
Name of Selling Date of the Pursuant to Pursuant to
Stockholder Prospectus the Prospectus the Prospectus
- --------------- ---------------- -------------- --------------
William J. Vella 33,506 14,250 19,256
Joanna Z. 6,988 1,500 5,488
Albrecht
Unnamed non- NA 1,125 NA
affiliates (four
persons)*
---------------- -------------- --------------
*To our knowledge, each of the unnamed non-affiliates holds less than the lesser
of 1,000 shares or one percent of the shares available for issuance upon
exercise of options granted under the Company's 1997 Employee Stock Option Plan.
Such persons, each of whom may sell up to that number of shares, may use this
prospectus for reoffers and resales of such Shares.
Mr. Vella has served as President and Chief Operating Officer of Carsen
since December 1996.
USE OF PROCEEDS
The Shares are being sold by the Selling Stockholders for their own
account. We will not receive any of the proceeds from the sale or resale of the
Shares. We are paying all costs for the registration of the Shares under the
Securities Act of 1933, as amended (the "Securities Act"), other than
underwriting or brokerage commission discounts and counsel fees for the Selling
Stockholders.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, or at
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negotiated prices. The Shares may be sold by one or more of the following
methods: (a) one or more block trades in which a broker or dealer so engaged
will attempt to sell all or a portion of the Shares held by the Selling
Stockholders as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. The Selling Stockholders may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers will receive compensation in negotiated amounts in the form of
discounts, concessions, commissions or fees from the Selling Stockholders and/or
the purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). Such brokers or
dealers or other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales.
The Selling Stockholders will deliver a Prospectus in connection with the
sale of the Shares.
LEGAL OPINION
The validity of the Shares is being passed upon for us by Dornbush Mensch
Mandelstam & Schaeffer, LLP, New York, New York.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended July 31, 2000, as set forth in their report, which is
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
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===================================== ======================================
No dealer, salesman or any other
person has been authorized to give any
information or to make any representa-
tions not contained in this Prospectus
in connection with the offering 16,875 SHARES
described herein and, if given or made,
such information or representation
must not be relied upon as having been
authorized by us or any Underwriter.
This Prospectus does not constitute
an offer of any securities other than CANTEL MEDICAL CORP.
those specifically offered hereby
or of any of the securities offered
hereby in any jurisdiction to any
person to whom it is unlawful to make
such offer or solicitation in such
jurisdiction. Neither the delivery
of this Prospectus nor any sale made COMMON STOCK
hereunder shall, under any
circumstances, create any implication
that there has been no change in our
affairs since the date hereof.
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TABLE OF CONTENTS
PAGE
---- -------------------
Available Information . . . . . . 2 PROSPECTUS
Incorporation of Certain
Documents by Reference . . . . 2 -------------------
The Company . . . . . . . . . . . 3
Risk Factors. . . . . . . . . . . 3
Selling Stockholders. . . . . . . 5
Use of Proceeds . . . . . . . . . 6
Plan of Distribution. . . . . . . 6
Legal Opinion . . . . . . . . . . 7
Experts . . . . . . . . . . . . . 7
MARCH 19, 2001
===================================== ======================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Annual Report of Cantel Medical Corp.
(the "Company") for the fiscal year ended July 31,
2000 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934.
(b) All other reports of the Company filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal
year ended July 31, 2000.
(c) The Registration Statement of the Company
on Form 8-A filed on April 10, 1972 registering the
Company's Common Stock, par value $.10 per share
(the "Common Stock"), under Section 12 of the
Securities Exchange Act of 1934 which contains a
description of the Common Stock.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or which deregisters all such securities then
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.
Darwin C. Dornbush, a partner of Dornbush Mensch Mandelstam & Schaeffer,
LLP, counsel to the Company, is a director of the Company and owns, beneficially
and of record,
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8,680 shares of Common Stock and options to purchase 21,000 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
"THIRTEENTH: Each director, officer or employee of the
corporation and any director, officer or employee of any other company serving
as such at the request of the corporation and of which the corporation is a
stockholder or creditor, shall be indemnified by the corporation against all
loss, cost, liability and expense actually and necessarily incurred by him in
connection with the defense of any action, suit or proceeding, civil or
criminal, in which he is made a party, or with which he may be threatened, by
reason of his being or having been a director, officer or employee of the
corporation or of such other company, whether or not he continues to be a
director, officer or employee at the time of incurring such expenses. The
expenses covered by the foregoing indemnity shall include without limitation,
counsel fees and disbursements and amounts of judgments, fines or penalties
against such director, officer or employee and amounts paid in settlement by
him, other than amounts payable or paid to the corporation, provided, however,
that no such director, officer or employee shall be entitled to claim such
indemnity:
(a) with respect to any matter as to which
there shall have been a final adjudication that he
is liable for willful misfeasance, bad faith,
negligence or misconduct in the performance of his
duties as director, officer or employee, or
(b) with respect to any matter which shall be
the subject of such action, suit or proceeding
disposed of otherwise than by adjudication on the
merits, unless in relation to such matter such
director, officer or employee was not liable for
willful misfeasance, bad faith, negligence or
misconduct in the performance of his duties as
director, officer or employee.
The determination as to the right to indemnity of any
director, officer or employee in respect of any settlement in which the
existence or willful misfeasance, bad faith, negligence or misconduct in the
performance of his duties as director, officer or employee is not established,
shall be made by vote of two-thirds of those members of the Board of Directors
not involved in such action, suit or proceeding if such directors constitute a
majority of the members of the Board of Directors.
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In the event that a majority of the members of the Board of Directors are
involved in such action, suit or proceeding, indemnification shall be made if
independent legal counsel shall give its written opinion to the effect that the
person to be indemnified is not liable for willful misfeasance, bad faith,
negligence or misconduct in the performance of his duties as director, officer
or employee. The amount of such reimbursement payable by the corporation shall
not exceed the costs and expenses such indemnified person would have reasonably
incurred if the action, suit or proceeding had been litigated to a final
conclusion. The foregoing right of indemnification shall not be deemed exclusive
of any other rights to which any such director, officer or employee may
otherwise be entitled and shall inure to the benefit of the heirs, executors and
administrators of such director, officer or employee."
The Company maintains insurance for the benefit of its
directors and officers and the directors and officers of its subsidiaries,
insuring such persons against certain liabilities, including liabilities arising
under the securities laws. In addition, the Company has entered into
Indemnification Agreements with each of its directors and certain of its
officers which provide for indemnification from liability to the full extent
permitted by the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable. Furthermore, the Company has given
certain undertakings with respect to indemnification in connection with this
Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
An aggregate of 16,875 shares of Common Stock that are
restricted securities may be reoffered or resold pursuant to this Registration
Statement. Such shares, which were issued to a total of six (6) employees of the
Company, were issued upon exercise of stock options granted under an employee
stock option plan of the Company under an exemption provided by 4(2) of the
Securities Act of 1933, as a transaction not involving any public offering to a
person(s) who had access to detailed information about the Company.
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ITEM 8. EXHIBITS.
4.01 - 1997 Employee Stock Option Plan.
(Incorporated herein by reference to Exhibit
10(s) to the Company's 1997 Annual Report on
Form 10-K (the "1997 Form 10-K").)
4.02 - Form of Incentive Stock Option Agreement
under the Company's 1997 Employee Stock Option
Plan. (Incorporated herein by reference to
Exhibit 10(t) to the 1997 Form 10-K.)
4.03 - 1998 Directors' Stock Option Plan.
(Incorporated herein by reference to Exhibit
10(gg) to the Company's 2000 Annual Report on
Form 10-K (the "2000 Form 10-K").)
4.04 - Form of Quarterly Stock Option Agreement
under the Company's 1998 Directors' Stock
Option Plan. (Incorporated herein by reference
to Exhibit 10(hh) to the 2000 Form 10-K.)
4.05 - Form of Annual Stock Option Agreement under
the Company's 1998 Directors' Stock Option
Plan. (Incorporated herein by reference to
Exhibit 10(ii) to the 2000 Form 10-K).
4.06 - Stock Option Agreement dated as of October
16, 1997 between the Company and Charles M.
Diker (Incorporated herein by reference to
Exhibit 10(x) of the Company's 1998 Annual
Report on Form 10-K (the "1998 Form 10-K").)
4.07 - Stock Option Agreement dated as of October
30, 1998 between the Company and Charles M.
Diker (Incorporated herein by reference to
Exhibit 10(ff) of the Company's 1999 Annual
Report on Form 10-K (the "1999 Form 10-K").)
4.08 - Form of Non-Plan Stock Option Agreement
between the Company and Darwin C.
II-4
Dornbush. (Incorporated herein by
reference to Exhibit 10(y) to the 1998
Form 10-K.)
4.09 - Stock Option Agreement dated October 5,
1998 between the Company and John W.
Rowe. (Incorporated herein by reference
to Exhibit 10(z) to the 1998 Form 10-K.)
4.10 - Stock Option Agreement dated as of March
10, 1999 between the Company and John W.
Rowe. (Incorporated herein by reference
to Exhibit 10(gg) to the 1999 Form 10-K.)
4.11 - Stock Option Agreement dated as of
October 10, 2000 between the Company and
Joseph M. Cohen. (Incorporated herein by
reference to Exhibit 10(jj) to the 2000
Form 10-K.)
4.12 - Stock Option Agreement dated as of
November 1, 2000 between the Company and
Joseph L. Harris.
5.01 - Opinion of Dornbush Mensch Mandelstam &
Schaeffer, LLP.
23.01 - Consent of Dornbush Mensch Mandelstam &
Schaeffer, LLP (included in Exhibit 5).
23.02 - Consent of Ernst & Young LLP.
24.01 - Power of Attorney (included in signature
page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
II-5
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.
(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 offering.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 arising
under Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than payment by the Company
of expenses paid or incurred by a director, officer or controlling person of the
Company 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 Company 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Little Falls and State of New Jersey, on the
19th day of March, 2001.
CANTEL MEDICAL CORP.
By: /s/James P. Reilly
----------------------------
James P. Reilly, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James P. Reilly and Darwin C.
Dornbush, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys- in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes may lawfully 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 dates indicated:
/s/ Charles M. Diker Director and
- ----------------------- Chairman of the Board March 19, 2001
Charles M. Diker
/s/ James P. Reilly President, Chief Executive
- ----------------------- Officer and Director
James P. Reilly (Principal Executive
Officer and Principal
Financial Officer) March 19, 2001
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/s/ Craig A. Sheldon Vice President and
- ----------------------- Controller March 19, 2001
Craig A. Sheldon
/s/ Robert L. Barbanell Director March 19, 2001
- -----------------------
Robert L. Barbanell
Director
- -----------------------
Joseph M. Cohen
/s/ Darwin C. Dornbush Director March 19, 2001
- -----------------------
Darwin C. Dornbush
Director and Vice
- ----------------------- Chairman of the Board
Alan J. Hirschfield
/s/ Morris W. Offit Director March 19, 2001
- -----------------------
Morris W. Offit
Director
- -----------------------
John W. Rowe
/s/ Bruce Slovin Director March 19, 2001
- -----------------------
Bruce Slovin
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