As filed with the Securities and Exchange Commission on October 31, 1996
Registration Statement No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
DEPUY, INC.
(Exact name of registrant as specified in its Charter)
Delaware 35-1989795
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
700 Orthopaedic Drive 46581
Warsaw, Indiana (Zip Code)
(Address of Principal
Executive Offices)
DEPUY, INC. 1996 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
-----------------------------------
DePuy, Inc.
700 Orthopaedic Drive
Warsaw, Indiana
Attention: Steven L. Artusi, Esq.
(Name and Address of Agent for Service)
(219) 267-8143
(Telephone Number, Including Area Code, of Agent for Service)
-----------------------------------------------
Copy to:
Jeffrey E. Cohen, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
(212) 626-4400
-----------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit(1) Offering Price(1) Registration Fee
Common Stock......... 9,485,069 $17.50 $165,988,708 $50,300
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
DePuy, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
under the Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission (the "Commission"), except as superseded or
modified as described herein :
(a) The Company's Prospectus included in the Company's Registration
Statement on Form S-1 (Registration Statement No. 333-09345) filed with the
Commission pursuant to the Securities Act.
(b) Not applicable
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration Statement No. 333-
09345), filed with the Commission pursuant to the Securities Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated by reference herein, or contained in this Registration
Statement, 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
document subsequently filed which is incorporated by reference herein
modifies or supersedes such statement. Any statement 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 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
II-1
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.
The Company also has directors' and officers' insurance which covers
its directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
Exhibits
5.1 Opinion of Coudert Brothers
23.1 Consent of Price Waterhouse LLP
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) 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;
(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;
(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;
II-2
Provided, however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses 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 the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(c) or section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit 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 that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant in the manner contemplated by Item 512(h) of Regulation S-K, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
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 Warsaw, State of Indiana, on this 30th day of
October, 1996.
DEPUY, INC.
By: /s/ James A. Lent
------------------------------------
James A. Lent
Chairman and Chief Executive Officer
SIGNATURE TITLE DATE
- --------------------------- ------------------------- ----------------
/s/ James A. Lent Chairman and Chief October 30, 1996
- --------------------------- Executive Officer
James A. Lent
/s/ Thomas J. Oberhausen Senior Vice President and October 30, 1996
- --------------------------- Chief Financial and
Thomas J. Oberhausen Accounting Officer
/s/ Richard C. Bolesky Director October 30, 1996
- ---------------------------
Richard C. Bolesky
/s/ Richard A. Gilleland Director October 30, 1996
- ---------------------------
Richard A. Gilleland
/s/ Gerald C. Hanes Director October 30, 1996
- ---------------------------
Gerald C. Hanes
/s/ M.L. Lowenkron Director October 30 1996
- ---------------------------
M.L. Lowenkron
/s/ Robert Volz, M.D. Director October 30, 1996
- ---------------------------
Robert Volz, M.D.
/s/ Anthony Williams Director October 30, 1996
- ---------------------------
Anthony Williams
II-4
EXHIBIT INDEX
Exhibit Page
No. Description No.
--------- ----------- -----
5.1 Opinion of Coudert Brothers
23.1 Consent of Price Waterhouse LLP
II-5