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Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MERIDIAN MEDICAL TECHNOLOGIES, INC.
(Exact Name of registrant as specified in its charter)
Delaware 52-0898764
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10240 Old Columbia Road
Columbia, Maryland 21046
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(Address, including zip code, of principal executive offices)
Meridian Medical Technologies, Inc. 2000 Stock Incentive Plan
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(Full title of the plan)
James H. Miller
Chairman, President and Chief Executive Officer
Meridian Medical Technologies, Inc.
10240 Old Columbia Road
Columbia, Maryland 21046
(401) 309-6830
(Name, address, including zip code, and telephone number including
area code, of agent for service)
Copy to:
Steven Kaplan, Esq.
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004
(202) 942-5998
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Calculation of Registration Fee
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration
unit(1)(2) price(2) fee
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Common Stock 500,000 $12.2815 $6,140,750 $1,535.19
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(1) Calculated on the basis of the average of the high and low sale prices
of the Registrant's Common Stock as reported on January 25, 2001 on the
Nasdaq National Market which date is within 5 business days prior to
the date of the filing of this Registration Statement.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Meridian Medical Technologies, Inc.
("Registrant" or "Company") (File No. 0-5958) with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended
("Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
July 31, 2000, as amended.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 2000.
(c) The description of the common stock of the Company, par value
$0.10 per share ("Common Stock"), contained in a registration
statement on Form 8-A filed by the Company on December 30,
1971, and any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference 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 other subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Company appearing in the
Company's annual report (Form 10-K) for the year ended July 31, 2000, as
amended, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference in
reliance upon such reports given on the authority of such firms as experts in
accounting and auditing.
Arnold & Porter, special counsel to the Company, has delivered its
legal opinion to the effect that the issuance and sale of the Common Stock
offered hereby have been duly authorized by the Company and that (i) when issued
upon the exercise of options in accordance with the terms of the Meridian
Medical Technologies, Inc. 2000 Stock Incentive Plan and for legal consideration
of not less than $0.10 per share, will be validly issued and will be fully paid
and nonassessable and (ii) when issued pursuant to the award of restricted stock
in accordance with the terms of the Meridian Medical Technologies, Inc. 2000
Stock Incentive Plan and for legal consideration of not less than $0.10 per
share, will be validly issued, and upon the lapse of restrictions provided under
such award, will be fully paid and nonassessable. A partner in Arnold & Porter
serves as the Company's Corporate Secretary.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL"), permits,
under certain circumstances, the indemnification of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation. To the extent that a director,
officer, employee or agent of the corporation has been successful in defending
any such proceeding, the DGCL provides that he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred, 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. The DGCL provides, however, that
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indemnification shall not be permitted in such a proceeding if such person is
adjudged liable to the corporation unless, and only to the extent that, the
court, upon application, determines that he is entitled to indemnification under
the circumstances. With respect to proceedings other than those brought by or in
the right of the corporation, notwithstanding the outcome of such a proceeding,
such person may be indemnified against judgments, fines and amounts paid in
settlement, as well as expenses, 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, had no reason to believe
his conduct was unlawful. Except with respect to mandatory indemnification of
expenses to successful defendants as described in the preceding paragraph or
pursuant to a court order, the indemnification described in this paragraph may
be made only upon a determination in each specific case (1) by majority vote of
the directors that are not parties to the proceeding, even though less than a
quorum, or (2) by a committee of the directors that are not a party to the
proceeding who have been appointed by a majority vote of directors who are not a
party to the proceeding, even though less than a quorum, or (3) if there are no
such directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (4) by the stockholders.
The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification. Also, a
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.
The Company has adopted provisions in its First Amended and Restated
Certificate of Incorporation that provide for indemnification of its officers
and directors to the maximum extent permitted under the DGCL.
As authorized by the DGCL, the Company's First Amended and Restated
Certificate of Incorporation limits the liability of directors of the Company
for monetary damages. The effect of this provision is to eliminate the rights of
the Company and its stockholders to recover monetary damages against a director
for breach of the fiduciary duty of care as a director except in certain limited
situations. This provision does not limit or eliminate the rights of the Company
or any stockholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care. This provision
will not alter the liability of directors under federal securities laws.
The Company has purchased an insurance policy that purports to insure
the officers and directors of the Corporation against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors.
The foregoing descriptions are general summaries only. Reference is
made to the full text of the Company's First Amended and Restated Certificate of
Incorporation, filed
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as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended
July 31, 1997 (File No. 0-5958), which is incorporated herein by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The exhibits listed on the Exhibit Index on page II-8 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
ITEM 9. UNDERTAKINGS
The 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 of 1933, as amended
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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.
Provided, however, that paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant
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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;
4. That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 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 new securities at that time
shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Columbia, State of Maryland, on January 11, 2001.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
By: /s/ James H. Miller
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James H. Miller
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/s/ James H. Miller Chairman of the Board, January 11, 2001
- ------------------- President and CEO (Principal Executive
James H. Miller Officer)
/s/ Dennis P. O'Brien Vice President and Chief Financial January 11, 2001
- --------------------- Officer (Principal Financial and
Dennis P. O'Brien Accounting Officer)
/s/ Bruce M. Dresner Director January 11, 2001
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Bruce M. Dresner
/s/ Robert G. Foster Director January 11, 2001
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Robert G. Foster
Director January 11, 2001
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E. Andrews Grinstead, III
/s/ David L. Lougee Director January 11, 2001
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David L. Lougee
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INDEX TO EXHIBITS
Exhibit 4 Meridian Medical Technologies, Inc. 2000 Stock
Incentive Plan, filed herewith.
Exhibit 5 Opinion of Arnold & Porter, filed herewith.
Exhibit 23.1 Consent of Arnold & Porter, included in the
opinion filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of Ernst & Young LLP, filed herewith.
Exhibit 24 Powers of Attorney of certain directors of
Meridian Medical Technologies, Inc., filed
herewith.
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