As filed with the Securities and Exchange Commission on July 22,
1997
Registration No. 333-
-------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SOFAMOR DANEK GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1580052
(State of Incorporation) (I.R.S. Employer
Identification No.)
1800 Pyramid Place
Memphis, Tennessee 38132
(Address of principal executive offices)
SOFAMOR DANEK GROUP, INC.
1993 LONG-TERM INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
RICHARD E. DUERR, JR.
Vice President, General Counsel and Secretary
1800 Pyramid Place
Memphis, Tennessee 38132
(901) 396-2695
(Name, address and telephone number of agent for service)
- --------------------------
CALCULATION OF REGISTRATION FEE
Title of Amount To Be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
To Be Offering Aggregate Fee
Registered Price Per Offering
Share(2) Price
Options and
Shares, Common
Stock, no
par value 2,500,000 shares $46.7188 $116,796,875 $35,392.99
(1) The Registrant registered 800,000 shares on a Form S-8
filed with the Securities and Exchange Commission (the
"Commission") on April 9, 1993, Commission File No. 33-60840.
The Registrant registered 1,700,000 additional shares on a Form
S-8 filed with the Commission on July 7, 1994, Commission File
No. 33-81300 and registered 1,000,000 additional shares on a Form
S-8 filed with the Commission on October 26, 1995, Commission
File No. 33-98580. On April 29, 1997, the Registrant's
stockholders approved an increase from 3,500,000 to 6,000,000
shares issuable pursuant to options granted under the Plan. The
Registrant is registering the additional 2,500,000 shares
reserved for issuance under the Plan pursuant to this
Registration Statement.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) based upon the average
high and low prices of the Common Stock on the New York Stock
Exchange on July 21, 1997.
Pursuant to Rule 462 of the 1933 Act, the Registration
Statement on Form S-8 shall be effective upon filing with the
Commission.
INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statements on
Form S-8, Commission File Nos. 33-60840, 33-81300 and 33-98580,
are incorporated herein by reference.
ITEM 8. EXHIBITS
Exhibit Number Description
-------------- -----------
5 Opinion and Consent of Waring
Cox, PLC
10.31 Sofamor Danek Group, Inc. 1993
Long-Term Incentive Plan, as
amended (incorporated by
reference to the Registrant's
Annual Report on Form 10-K for
fiscal years ending December 31,
1996, filed with the Commission
on March 24, 1997)
23.1 Consent of Waring Cox, PLC
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand
L.L.P.
24 Powers of Attorney
SIGNATURES
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 Memphis, State of Tennessee, on the 22nd of July,
1997.
SOFAMOR DANEK GROUP, INC.
By:/s/E.R. Pickard
__________________________
E. R. Pickard, Chairman
and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
NAME TITLE DATE
/s/E.R. Pickard Chairman, Chief Executive July 22, 1997
_______________________ Officer and Director
E. R. Pickard (Principal Executive Officer)
/s/James J. Gallogly President, Chief Operating July 22, 1997
_______________________ Officer and Director
James J. Gallogly
/s/Laurence Y. Fairey Executive Vice President July 22, 1997
_________________________ and Chief Financial Officer
Laurence Y. Fairey (Principal Financial and
Accounting Officer)
/s/J. Mark Merrill Vice President and Treasurer July 22, 1997
_________________________
J. Mark Merrill
* Executive Vice President
_________________________ and Director July 22, 1997
Marie-Helene Plais, M.D.
* Director July 22, 1997
_________________________
L. D. Beard
NAME TITLE DATE
* Director July 22, 1997
__________________________
George W. Bryan, Sr.
* Director July 22, 1997
__________________________
Robert A. Compton
* Director July 22, 1997
__________________________
Samuel F. Hulbert, Ph.D.
* Director July 22, 1997
__________________________
Yves Paul Cotrel, M.D.
* Director July 22, 1997
__________________________
George F. Rapp, M.D.
* By: /s/J. Mark Merrill
____________________
J. Mark Merrill
Attorney-in-Fact