As filed with the Securities and Exchange Commission on July 26, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ZIMMER HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-4151777
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
345 EAST MAIN STREET
WARSAW, INDIANA 46580
(Address of principal executive offices) (Zip Code)
ZIMMER PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM
(Full titles of the plans)
PAUL D. SCHOENLE, ESQUIRE
VICE PRESIDENT SENIOR COUNSEL AND SECRETARY
ZIMMER HOLDINGS, INC.
345 EAST MAIN STREET
WARSAW, INDIANA 46580
(Name and address of agent for service)
(219) 267-6131
(Telephone number, including area code, of agent for service)
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COPY OF ALL COMMUNICATION TO:
DAVID A. SIRIGNANO, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1800 M STREET, N.W.
WASHINGTON, D.C. 20036
(202) 467-7000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate offering Amount of
to be registered be registered (1) per share (1) (2) price (1) (2) registration fee (1) (2)
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Common Stock, 221,597 $1.21 $268,132.37 $67.03
par value $0.01 per share
and related Preferred
Stock Purchase Rights (1)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also relates to such
indeterminate number of (i) additional shares of Common Stock of Zimmer
Holdings, Inc. as may be issuable as a result of stock splits, stock
dividends or similar transactions and (ii) interest to be offered or
sold pursuant to the Zimmer Puerto Rico, Inc. Savings and Investment
Program. This Registration Statement also pertains to rights to
purchase shares of Series A Participating Cumulative Preferred Stock of
Zimmer Holdings, Inc. (the "Rights"). Until the occurrence of certain
prescribed events, the Rights are not exercisable and one Right will
trade with each share of Common Stock being registered hereby.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act. The proposed
maximum aggregate offering and amount of registration fee are
calculated on the basis of an estimated book value per share of
$1.21 as of June 30, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed by Zimmer
Holdings, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:
o the Registration Statement on Form 10-12B filed under the
Exchange Act (File No. 001-16407); and
o the description of the Registrant's common stock included in a
Registration Statement on Form 10-12B filed under the Exchange
Act (File No. 001-16407), including any amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant or
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
reports and documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein and any document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement or document so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any current or former director,
officer or employee or other individual against expenses, judgments, fines and
amounts paid in settlement in connection with civil, criminal, administrative or
investigative actions or proceedings, other than a derivative action by or in
the right of the corporation, if the director, officer, employee or other
individual acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to expenses
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.
The Registrant's certificate of incorporation provides that each person
who was or is made or is threatened to be made a party to any action or
proceeding by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a director or officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, will be indemnified and held harmless by the Registrant to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended to provide broader indemnification rights than authorized prior to such
amendment. Such rights are not exclusive of any other right which any person may
have or thereafter acquire under any statute, provision of the certificate,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant's certificate of incorporation also specifically authorizes the
Registrant to maintain insurance and to grant similar indemnification rights to
its employees or agents.
The Registrant has provided, consistent with the DGCL, in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for:
o any breach of the director's duty of loyalty to the
corporation or its stockholders;
o acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o payments of unlawful dividends or unlawful stock repurchases
or redemptions; or
o any transactions from which the director derived an improper
personal benefit.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim for that, but for such provision, would accrue or arise
prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement, or, as noted, incorporated by reference into this
Registration Statement.
EXHIBIT NUMBERS EXHIBITS
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4.1 Form of Restated Certificate of Incorporation of Zimmer Holdings, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form 10-12B, File No. 001-16407, dated July 12, 2001).
4.2 Form of Restated By-laws of Zimmer Holdings, Inc. (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form 10-12B, File No.
001-16407, dated July 12, 2001).
4.3 Rights Agreement between Zimmer Holdings, Inc. and Mellon Investor Services LLC
as Rights Agent (incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form 10-12B, File No. 001-16407, dated July 12, 2001).
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit
5.1 to this Registration Statement).
99.1 Zimmer Puerto Rico, Inc. Savings and Investment Program, effective as of
August 6, 2001.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end 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
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not
apply if 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 Exchange Act that are incorporated
by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
(c) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
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 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 Act and will be
governed by the final adjudication of such issue.
4. The undersigned Registrant hereby undertakes to submit, or cause to be
submitted, the Zimmer Puerto Rico, Inc. Savings and Investment Program
and any amendments thereto to the Internal Revenue Service (the "IRS")
in a timely manner and will make changes required by the IRS in order
to qualify the plan under Section 401 of the Internal Revenue Code.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Zimmer Holdings, Inc. 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 Warsaw, State of Indiana, on the 26th day of
July 2001.
ZIMMER HOLDINGS, INC.
By: /s/ J. RAYMOND ELLIOTT
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Name: J. Raymond Elliott
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE TITLE DATE
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/s/ J. RAYMOND ELLIOTT President and Chief Executive July 26, 2001
- ------------------------------------ Officer (principal executive
J. Raymond Elliott officer), Director
/s/ SAM R. LENO Senior Vice President and Chief July 26, 2001
- --------------------------- Financial Officer
Sam R. Leno (principal financial officer)
Pursuant to the requirements of the Securities Act of 1933, the Zimmer
Puerto Rico, Inc. Savings and Investment Program has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warsaw, State of Indiana, on the 26th day of
July 2001.
By: Zimmer Holdings, Inc. Administrative Committee
SIGNATURE TITLE DATE
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/s/ DENNIS J. KLINE Vice President, Human Resources July 26, 2001
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Dennis J. Kline
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Form of Restated Certificate of Incorporation of Zimmer Holdings, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form 10-12B, File No. 001-16407, dated July 12, 2001).
4.2 Form of Restated By-laws of Zimmer Holdings, Inc. (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form 10-12B, File No.
001-16407, dated July 12, 2001).
4.3 Rights Agreement between Zimmer Holdings, Inc. and Mellon Investor Services LLC
as Rights Agent (incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form 10-12B, File No. 001-16407, dated July 12, 2001).
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit
5.1 to this Registration Statement).
99.1 Zimmer Puerto Rico, Inc. Savings and Investment Program, effective as of
August 6, 2001.