As filed with the Securities and Exchange Commission on November 22, 1996.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
SUMMIT MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 41-1545493
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Carlson Parkway
Minneapolis, Minnesota 55447
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(Address of principal executive offices) (Zip code)
1993 STOCK OPTION PLAN
OF
SUMMIT MEDICAL SYSTEMS, INC.
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(Full title of plan)
______________________
Anthony W. Rees, Vice President, Finance and Chief Financial Officer
One Carlson Parkway
Minneapolis, Minnesota 55447
(Name and address of agent for service)
(612) 473-3250
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(Telephone number, including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
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Common Stock
($.01 par value) 1,300,000 $7 $9,100,000 $2,757.58
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock as reported
by Nasdaq on November 18, 1996.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Additional Shares; Incorporation by Reference. This Registration Statement is
executed solely for the purpose of registering 1,300,000 additional shares of
Common Stock of Summit Medical Systems, Inc. (the "Company") to be offered
pursuant to the terms of the Company's 1993 Stock Option Plan. The Company's
previous Registration Statement on Form S-8, dated December 28, 1995 (File No.
33-80927), is effective, relates to the Company's 1993 Stock Option Plan and,
pursuant to General Instruction E, is hereby incorporated by reference.
Item 8. Exhibits.
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5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
above)
24.1 Power of Attorney executed by Edward F. Sweeney
24.2 Power of Attorney executed by John M. Nehra
24.3 Power of Attorney executed by Dennis H. Powers
-1-
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe 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 Minneapolis, State of Minnesota, on this 21st day of
November, 1996.
Summit Medical Systems, Inc.
By /s/ Kevin R. Green
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Kevin R. Green, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated:
Signature Title
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/s/ Kevin R. Green
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Kevin R. Green President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Anthony W. Rees
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Anthony W. Rees Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Edward F. Sweeney Chairman, Board of )
Directors )
) By: /s/ Anthony W. Rees
) ---------------------
Dennis H. Powers Director ) as Attorney-In-Fact
)
John M. Nehra Director ) Dated: November 21, 1996
)
)
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EXHIBIT INDEX
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Exhibit Page
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5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24.1 Power of Attorney executed by Edward F. Sweeney
24.2 Power of Attorney executed by John M. Nehra
24.3 Power of Attorney executed by Dennis H. Powers