As filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANTEL INDUSTRIES, INC.
(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.)
1135 BROAD STREET, SUITE 203
CLIFTON, NEW JERSEY 07013
(Address of principal executive offices) (Zip Code)
OPTIONS TO PURCHASE AN AGGREGATE OF 152,277 SHARES OF COMMON STOCK OF CANTEL
INDUSTRIES, INC. ("CANTEL") UNDER STOCK OPTION AGREEMENTS ASSUMED BY CANTEL
PURSUANT TO THE AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 14, 1995 AMONG
CANTEL, CANTEL ACQUISITION CORP., AND MEDIVATORS, INC.
(Full title of the plans)
JAMES P. REILLY
1135 BROAD STREET, SUITE 203
CLIFTON, NEW JERSEY 07013
(Name and address of agent for service)
(201) 470-8700
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 Proposed
Maximum Maximum Amount of
Title of Securities to Amount to be Price Aggregate Registration
be registered Registered Per Share* Offering Price* Fee
- ----------------------------------------------------------------------------------------------------
Common Stock, par
value $.10 per share 152,277 shares $10.50 $1,598,909 $551.30
* Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based
upon the closing price of Common Stock of Cantel Industries, Inc. as reported on
the Nasdaq National Market System on May 17, 1996.
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 prospectus constituting part of the Registration
Statement on Form S-4 of Cantel Industries, Inc. (the "Company"),
filed December 4, 1995 (Registration No. 33-6472), as amended by
Amendment No. 1 filed January 26, 1996, Amendment No. 2 filed on
or about February 7, 1996 and Amendment No. 3 filed on or about
February 7, 1996, declared effective by the Securities and
Exchange Commission (the "SEC") on February 7, 1996.
(b) The Annual Report of the Company for the fiscal year
ended July 31, 1995 filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934.
(c) 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, 1995.
(d) The Registration Statement of the Company filed on
April 10, 1972 which contains a description of the Company's
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 deregistering 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.
- 2 -
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of the Company sets forth
the extent to which officers or directors of the Company may be insured or
indemnified against any liabilities which they may incur. The general effect of
such provision is that any person made a party to any action, suit or proceeding
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Company, or of another corporation or other enterprise for which he
or she served as such at the request of the Company, shall be indemnified by the
Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, 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 or she is liable for willful misfeasance, bad faith, negligence or
misconduct in the performance of his or her 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 or her duties as director, officer or employee.
The Company's Restated Certificate of Incorporation further provides
that the determination as to the right to indemnity of any director, officer or
employee in respect of any settlement in which the existence of willful
misfeasance, bad faith, negligence or misconduct in the performance of his or
her 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. 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 or her duties as director, officer or employee. The amount of such
reimbursement payable by the Company 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.
- 3 -
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.
Not applicable.
ITEM 8. EXHIBITS.
4.01 - The Company's Restated Certificate of Incorp-oration dated
July 20, 1978. (Incorporated herein by reference to Exhibit
3(a) to the Company's 1981 Annual Report on Form 10-K.
4.02 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on February 16, 1982. (Incorporated
herein by reference to Exhibit 3(b) to the Company's 1982
Annual Report on Form 10-K.)
4.03 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on May 4, 1984. (Incorporated herein by
reference to Exhibit 3(c) to the Company's Quarterly Report
on Form 10-Q for the quarter ended April 30, 1984.)
4.04 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on August 19, 1986. (Incorporated herein
by reference to Exhibit 3(d) to the Company's 1986 Annual
Report on Form 10-K.)
4.05 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on December 12, 1986. (Incorporated
herein by reference to Exhibit 3(e) to the Company's 1987
Annual Report on Form 10-K (the "1987 Form 10-K").)
- 4 -
4.06 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on April 3, 1987. (Incorporated herein
by reference to Exhibit 3(f) to the 1987 10-K.)
4.07 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on April 17, 1989. (Incorporated herein
by reference to Exhibit 3(h) to the Company's 1989 Annual
Report on Form 10-K.)
4.08 - Form of Stock Option Agreement under the 1991 Stock Option
and Compensation Plan of MediVators, Inc. ("MediVators")
(assumed by Cantel).
4.09 - Form of Stock Option Agreement between MediVators and
certain directors (assumed by Cantel).
4.10 - Form of Stock Option Agreement between MediVators and
certain officers (assumed by Cantel).
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 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.
- 5 -
(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.
- 6 -
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 Clifton and State of New Jersey, on the 22nd day of
May, 1996.
CANTEL INDUSTRIES, INC.
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:
Director and
Chairman
/s/ Charles M. Diker of the Board May 22, 1996
- -----------------------
Charles M. Diker
President, Chief Executive
/s/ James P. Reilly Officer and Director
- -----------------------
James P. Reilly (Principal Executive May 22, 1996
Officer and Principal
Financial Officer)
/s/ Craig A. Sheldon Vice President and May 22, 1996
- -----------------------
Craig A. Sheldon Controller
- 7 -
Director and
Vice Chairman
of the Board
- -----------------------
Alan J. Hirschfield
/s/ Richard L. Bloch Director May 22, 1996
- -----------------------
Richard L. Bloch
/s/ Darwin C. Dornbush Director May 22, 1996
- -----------------------
Darwin C. Dornbush
Director
- -----------------------
Morris W. Offit
/s/ Bruce Slovin Director May 22, 1996
- -----------------------
Bruce Slovin
/s/ Robert Barbanell Director May 22, 1996
- -----------------------
Robert Barbanell
- 8 -