As Filed With the Securities and Exchange Commission on January 21, 1998 Registration No.333- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 International Murex Technologies Corporation ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) British Columbia, Canada ----------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) N/A ----------------------------------------------------------------- (I.R.S. employer identification no.) 2255 B. Queen Street, East, Suite 828 Toronto, Ontario, Canada M4E1G3 ----------------------------------------------------------------- (Address of principal executive offices) (Zip code) International Murex Technologies Corporation Amended and Restated ----------------------------------------------------------------- Employee Stock Purchase Plan ---------------------------- (Full title of the plan) Jill A. Gilmer Secretary 2255 B. Queen Street, East, Suite 828 Toronto, Ontario, Canada M4E1G3 ----------------------------------------------------------------- (Name and address of agent for service) (519) 836-8016 ----------------------------------------------------------------- Telephone number, including area code, of agent for service Copy to: Bruce A. Rich, Esq. Reid & Priest LLP 40 W. 57th Street New York, NY 10019 CALCULATION OF REGISTRATION FEE ======================================================================== Proposed Proposed Proposed Title maximum maximum of securities offering aggregate Amount of to be Amount to be price per offering registration registered registered (1) share(2) price fee ------------------------------------------------------------------------ Common Stock, 500,000 no par value shares $9.34 $4,670,000.00 $1,377.65 ======================================================================== (1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction. (2) Estimated for the sole purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. INTERNATIONAL MUREX TECHNOLOGIES CORPORATION INTERNATIONAL MUREX TECHNOLOGIES CORPORATION AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is prepared pursuant to General Instruction E to Form S-8. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference into this Registration Statement: (a) The Registration Statement on Form S-8 (File No. 33- 69116) of International Murex Technologies Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "Commission") on September 13, 1993, to register 100,000 shares of the Common Stock, no par value ("Common Stock"), underlying the Company's Employee Stock Purchase Plan. ITEM 8. EXHIBITS. Exhibit No. Description ---------- ----------- 5* Opinion of Reid & Priest LLP 10 International Murex Technologies Corporation Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Schedule A to the Company's Proxy Statement, dated April 3, 1997). 23(a)* Consent of Deloitte & Touche LLP 23(b)* Consent of Reid & Priest LLP (included in Exhibit 5). 24* Power of Attorney (included on signature page of this Registration Statement on Form S-8). -------------------------- * Filed herewith. II-1 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 Toronto, British Columbia, Canada on the 16th day of January, ---- 1998. INTERNATIONAL MUREX TECHNOLOGIES CORPORATION By: /s/ C. Robert Cusick ----------------------------------------- C. Robert Cusick, President and Chief Executive Officer POWER OF ATTORNEY Each director and/or officer of the Company whose signature appears below hereby appoints C. Robert Cusick as his attorney- in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Commission, any and all amendments, including post-effective amendments, to this Registration Statement. 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 --------- ----- ---- /s/C. Robert Cusick President, Chief January 16, 1998 ----------------------------- Executive Officer C. Robert Cusick and Director /s/Steven C. Ramsey Chief Financial January 16, 1998 ----------------------------- Officer Steven C. Ramsey /s/ F. Michael P. Warren Chairman of the January 16, 1998 ----------------------------- Board F. Michael P. Warren /s/J. Trevor Eyton Director January 16, 1998 ----------------------------- J. Trevor Eyton /s/Thomas L. Gavan Director January 16, 1998 ----------------------------- Thomas L. Gavan /s/Norbert J. Gilmore Director January 16, 1998 ----------------------------- Norbert J. Gilmore /s/Jay A. Lefton Director January 16, 1998 ----------------------------- Jay A. Lefton /s/Hartland M. Macdougall Director January 16, 1998 ----------------------------- Hartland M. Macdougall /s/Stanley E. Read Director January 16, 1998 ----------------------------- Stanley E. Read /s/Victor A. Rice Director January 16, 1998 ----------------------------- Victor A. Rice II-2 INDEX TO EXHIBITS INTERNATIONAL MUREX TECHNOLOGIES CORPORATION -------------------------------------------- Exhibit No. Description -------- ----------- 5 Opinion of Reid & Priest LLP. 23(a) Consent of Deloitte & Touche LLP. 23(b) Consent of Reid & Priest LLP (included in Exhibit 5). 24 Power of Attorney (included on signature page of this Registration Statement on Form S-8).