As filed with the Securities and Exchange Commission on November 29, 2001
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POLYMEDICA CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3033368
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11 STATE STREET, WOBURN, MASSACHUSETTS 01801
(Address of Principal Executive Offices) (Zip Code)
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN K.P. STONE III, ESQ.,
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
================================================================================
CALCULATION OF REGISTRATION FEE
========================== ===================== ========================= ======================= ================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per share aggregate offering registration
price fee
========================== ===================== ========================= ======================= ================
Common Stock, 600,000 shares $22.93(1) $13,758,000(1) $3,288.16
$0.01 par value
========================== ===================== ========================= ======================= ================
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on the Nasdaq National Market on November 26, 2001 in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-49356, filed by
the Registrant on November 6, 2000, relating to the Registrant's 2000 Stock
Incentive Plan.
2
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 Woburn, Massachusetts, on the 29th day of November,
2001.
PolyMedica Corp. (registrant)
By: /s/ Steven J. Lee
---------------------------
Steven J. Lee
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
3
POWER OF ATTORNEY
We, the undersigned officers and directors of PolyMedica Corporation,
hereby severally constitute Steven J. Lee, Eric G. Walters and John K.P. Stone
III, and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable PolyMedica Corporation to comply with all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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 Date
Chairman of the Board of Directors and November 29, 2001
/s/ Steven J. Lee Chief Executive Officer (Principal
- ------------------------- Executive Officer)
Steven J. Lee
Executive Vice President and November 29, 2001
/s/ Eric G. Walters Clerk (Principal Financial
- ------------------------- Officer)
Eric G. Walters
/s/ Stephen C. Farrell Chief Financial Officer November 9, 2001
- ------------------------- (Principal Accounting Officer)
Stephen C. Farrell
/s/ Thomas S. Soltys Director November 12, 2001
- -------------------------
Thomas S. Soltys
/s/ Daniel S. Bernstein Director November 29, 2001
- -------------------------
Daniel S. Bernstein
/s/ Frank W. LoGerfo Director November 29, 2001
- -------------------------
Frank W. LoGerfo
/s/ Marcia J. Hooper Director November 29, 2001
- -------------------------
Marcia J. Hooper
/s/ Herbert A. Denton Director November 29, 2001
- -------------------------
Herbert A. Denton
/s/ Samuel L. Shanaman Director November 29, 2001
- -------------------------
Samuel L. Shanaman
4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1 Restated Articles of Organization of the Registrant (1)
4.2 Restated By-Laws of the Registrant (1)
4.3 Rights Agreement dated as of January 23, 1992 by and between
the Registrant and the First National Bank of Boston (2)
4.4 Amendment No. 1 dated December 9, 1999, amending the Rights
Agreement dated as of January 23, 1992 between the Registrant
and BankBoston, N.A. (3)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
- -----------------------
(1) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001, filed November 14, 2001.
(2) Incorporated herein by reference to the Registrant's Current Report on Form
8-K, filed March 13, 1992.
(3) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1999, filed February 14, 2000.
5