AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1996
REGISTRATION STATEMENT NO. 333-09345
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DEPUY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
35-1989795
DELAWARE 3845 (I.R.S. EMPLOYER
(PRIMARY STANDARD IDENTIFICATION NUMBER)
(STATE OR OTHER INDUSTRIAL
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION) 700 ORTHOPAEDIC DRIVE
WARSAW, INDIANA 46581 (219) 267-8143
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DEPUY, INC.
700 ORTHOPAEDIC DRIVE
WARSAW, INDIANA 46581
(219) 267-8143
ATTENTION: STEVEN L. ARTUSI, ESQ.
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
JEFFREY E. COHEN, ESQ. FRANCIS J. MORISON, ESQ.
COUDERT BROTHERS DAVIS POLK & WARDWELL
1114 AVENUE OF THE AMERICAS 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10017
(212) 626-4400 (212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The other expenses attributable to the Offering are as follows:
SEC registration fee............................................. $ 105,736
NASD filing fee.................................................. $ 30,500
NYSE listing fee................................................. $ 452,100
Blue Sky fees and expenses....................................... $ 25,000
Printing and engraving expenses.................................. $ 291,000
Legal fees and expenses.......................................... $ 575,000
Accounting fees and expenses..................................... $ 500,000
Miscellaneous.................................................... $ 125,000
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TOTAL.......................................................... $2,104,336
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All of such expenses are to be borne by the Company.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL authorizes, inter alia, a corporation generally to
indemnify any person ("indemnitee") who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation, in a similar position with another corporation or entity, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. With respect to actions
or suits by or in the right of the corporation, however, an indemnitee who
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation is generally limited to
attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the
extent that a court of competent jurisdiction determines that indemnification
is appropriate. Section 145 further provides that any indemnification shall be
made by the corporation only as authorized in each specific case upon a
determination by the (i) stockholders, (ii) board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs, that indemnification of the indemnitee is proper because
he has met the applicable standard of conduct. Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
The Certificate of Incorporation provides that the Company will indemnify,
to the full extent authorized or permitted by law, any person made, or
threatened to be made, a party or witness to any action, suit or proceeding,
whether civil or criminal or otherwise, by reason of the fact that he or she
is or was a director or officer of the Company or by reason of the fact that
such director or officer, at the request of the Company, is or was serving any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, in any capacity.
The Certificate of Incorporation also provides that no director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such a director as a
director other than for: (i) any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
authorization of illegal dividends, or (iv) any transaction from which such
director derived an improper personal benefit.
II-1
The Company also has directors' and officers' insurance which covers its
directors and executive officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Company was incorporated on July 26, 1996. On July 26, 1996, the Company
issued 100 shares of Common Stock, $.01 par value, to Corange U.S. Holdings,
Inc., its immediate shareholder, for the aggregate sum of $100. On September
30, 1996, the Company Corange U.S. Holdings, Inc. merged with and into the
Company, pursuant to which all shares of the Company's Common stock were
cancelled and each share of Corange U.S. Holdings, Inc. was automatically
converted at a ratio of 1:66,030.814 into shares of Common Stock of the
Company.
On September 5, 1996, the Company granted, effective as of the date of the
Offering, 1,274,250 options to purchase shares of the Company's Common Stock
to certain employees and sales representatives, the executive officers and the
non-employee directors of the Company pursuant to the Company's employee
benefit plans.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation of the Company.*
3.2 By-Laws of the Company.*
5.1 Opinion of Coudert Brothers.*
10.1 Employment Agreement, dated May 1, 1996, between Jim Lent and DePuy
Inc.*
10.2 Employment Agreement, dated July 13, 1992, between Michael J. Dormer
and DePuy Inc.*
10.3 Employment Agreement, dated May 1, 1996, between Michael J. Dormer and
DePuy International Limited.*
10.4 Employment Agreement, dated May 1, 1996, between R. Michael McCaffrey
and DePuy Inc.*
10.5 Employment Agreement, dated May 1, 1996, between William E. Tidmore
and DePuy Inc.*
10.6 Employment Agreement, dated May 1, 1996, between Robert E. Morel and
DePuy Inc.*
10.7 Employment Agreement, dated May 1, 1996, between Steve L. Artusi and
DePuy Inc.*
10.8 Employment Agreement, dated May 1, 1996, between Thomas J. Oberhausen
and DePuy Inc.*
10.9 Employment Agreement, dated May 1, 1996, between G. Taylor Seward and
DePuy Inc.*
10.10 DePuy, Inc. 1996 Equity Incentive Plan.*
10.11 DePuy, Inc. Employee Stock Option/Purchase Plan.*
10.12 Form of Tax Allocation and Indemnity Agreement between the Company,
Boehringer Mannheim Corporation and Corange Limited.*
10.13 Form of Registration Rights Agreement between Corange Limited, Corange
International Limited, Corange International Holdings B.V.,
Pharminvest S.A. and the Company.*
10.14 Second License Agreement, dated July 24, 1979, by and between
Biomedical Engineering Corp. and DePuy Division of Bio-Dynamics,
Inc.* **
10.15 Amendment to Second License Agreement, dated March 25, 1985, by and
between Biomedical Engineering Trust and DePuy, Division of Boehringer
Mannheim Corporation.* **
10.16 Purchase Agreement, dated June 1, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.* **
10.17 Letter Agreement, dated July 3, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.* **
10.18 Purchase Agreement, dated August 15, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.* **
10.19 Purchase Agreement, dated June 15, 1995, by and between Columbia/HCA
Healthcare Corporation and DePuy Inc.* **
10.20 Joint Venture Agreement, dated February 4, 1993, by and among DePuy
Inc., Biedermann Motech GmbH and Lutz Biedermann.* **
II-2
10.21 Corange Limited Incentive and Performance Plan--Executive
Remuneration.*
10.22 DePuy, Inc. and DePuy International Limited Orthopaedic Extra-
Compensation Opportunity.*
10.23 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan
(Plan No. 1).*
10.24 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan
(Plan No. 2).*
10.25 Trust Deed, dated July 1, 1993, between DePuy International Limited
and George Taylor Seward and Others.*
10.26 Deed of Appointment and Retirement for the DePuy Executive Retirement
Benefits Scheme, dated January 23, 1996, between DePuy International
Limited and George Taylor Seward and Others.*
10.27 DePuy Inc. 1996 Incentive Planning and Special Recognition Program.*
10.28 Boehringer Mannheim U.S. Holdings, Inc. Excess Retirement Plan.*
11.1 Statement regarding computation of per share earnings.*
21.1 List of Subsidiaries of the Company.*
23.1 Consent of Coudert Brothers (filed as Exhibit 5.1 hereto).*
23.2 Consent of Price Waterhouse LLP.*
24.1 Power of Attorney (contained on signature page).*
27.1 Financial Data Schedule.*
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*Previously filed
**Confidential treatment requested for certain portions of the Exhibit.
(b) Financial Statement Schedules
Schedule II Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of Prospectus
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.
II-4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
WARSAW, INDIANA, ON OCTOBER 30, 1996.
Depuy, Inc.
*
By: _________________________________
JAMES A. LENT
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
* Chairman and Chief
- ------------------------------------- Executive Officer October 30,
JAMES A. LENT 1996
* Senior Vice
- ------------------------------------- President and Chief October 30,
THOMAS J. OBERHAUSEN Financial and 1996
Accounting Officer
* Director
- ------------------------------------- October 30,
RICHARD C. BOLESKY 1996
Director , 1996
- -------------------------------------
RICHARD A. GILLELAND
* Director
- ------------------------------------- October 30,
GERALD C. HANES 1996
* Director
- ------------------------------------- October 30,
M.L. LOWENKRON 1996
SIGNATURE TITLE DATE
* Director
- ------------------------------------- October 30,
ROBERT VOLZ, M.D. 1996
* Director
- ------------------------------------- October 30,
ANTHONY WILLIAMS 1996
Steven L. Artusi
*By _________________________________
EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
------- ----------- ----
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation of the Company.*
3.2 By-Laws of the Company.*
5.1 Opinion of Coudert Brothers.*
10.1 Employment Agreement, dated May 1, 1996, between Jim Lent and
DePuy Inc.*
10.2 Employment Agreement, dated July 13, 1992, between Michael J.
Dormer and DePuy Inc.*
10.3 Employment Agreement, dated May 1, 1996, between Michael J.
Dormer and DePuy International Limited.*
10.4 Employment Agreement, dated May 1, 1996, between R. Michael
McCaffrey and DePuy Inc.*
10.5 Employment Agreement, dated May 1, 1996, between William E.
Tidmore and DePuy Inc.*
10.6 Employment Agreement, dated May 1, 1996, between Robert E.
Morel and DePuy Inc.*
10.7 Employment Agreement, dated May 1, 1996, between Steve L.
Artusi and DePuy Inc.*
10.8 Employment Agreement, dated May 1, 1996, between Thomas J.
Oberhausen and DePuy Inc.*
10.9 Employment Agreement, dated May 1, 1996, between G. Taylor
Seward and DePuy Inc.*
10.10 DePuy, Inc. 1996 Equity Incentive Plan.*
10.11 DePuy, Inc. Employee Stock Option/Purchase Plan.*
10.12 Form of Tax Allocation and Indemnity Agreement between the
Company, Boehringer Mannheim Corporation and Corange Limited.*
10.13 Form of Registration Rights Agreement between Corange Limited,
Corange International Limited, Corange International Holdings
B.V., Pharminvest S.A., and the Company.*
10.14 Second License Agreement, dated July 24, 1979, by and between
Biomedical Engineering Corp. and DePuy Division of Bio-
Dynamics, Inc.* **
10.15 Amendment to Second License Agreement, dated March 25, 1985, by
and between Biomedical Engineering Trust and DePuy, Division of
Boehringer Mannheim Corporation.* **
10.16 Purchase Agreement, dated June 1, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.* **
10.17 Letter Agreement, dated July 3, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.* **
10.18 Purchase Agreement, dated August 15, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.* **
10.19 Purchase Agreement, dated June 15, 1995, by and between
Columbia/HCA Healthcare Corporation and DePuy Inc.* **
10.20 Joint Venture Agreement, dated February 4, 1993, by and among
DePuy Inc., Biedermann Motech GmbH and Lutz Biedermann.* **
10.21 Corange Limited Incentive and Performance Plan--Executive
Remuneration.*
10.22 DePuy, Inc. and DePuy International Limited Orthopaedic Extra-
Compensation Opportunity.*
10.23 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement
Plan (Plan No. 1).*
10.24 Boehringer Mannheim U.S. Holdings, Inc. Supplemental Retirement
Plan (Plan No. 2).*
10.25 Trust Deed, dated July 1, 1993, between DePuy International
Limited and George Taylor Seward and Others.*
10.26 Deed of Appointment and Retirement for the DePuy Executive
Retirement Benefits Scheme, dated January 23, 1996, between
DePuy International Limited and George Taylor Seward and
Others.*
10.27 DePuy Inc. 1996 Incentive Planning and Special Recognition
Program.*
10.28 Boehringer Mannheim U.S. Holdings, Inc. Excess Retirement
Plan.*
11.1 Statement regarding computation of per share earnings.*
21.1 List of Subsidiaries of the Company.*
23.1 Consent of Coudert Brothers (filed as Exhibit 5.1 hereto).*
23.2 Consent of Price Waterhouse LLP.*
24.1 Power of Attorney (contained on signature page).*
27.1 Financial Data Schedule.*
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*Previously filed
**Confidential treatment requested for certain portions of the Exhibit.