As filed with the Securities and Exchange Commission on October 25, 2002
Registration No. 333-________
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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)
THOMAS L. BARRETTE, JR., ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
Number of Proposed maximum Proposed maximum Amount of
Title of securities Shares to offering price aggregate offering registration
to be registered be Registered per share price fee
- ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
Common Stock $.01 par value 500,000 $28.39(1) $14,195,000 $1,305.94
(including the associated
Preferred Stock Purchase Rights)
- ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low price of the
Registrant's Common Stock as reported on the Nasdaq National Market on
October 18, 2002.
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
with the Securities and Exchange Commission on November 6, 2000 by PolyMedica
Corporation (the "Registrant"), relating to the Registrant's 2000 Stock
Incentive Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Woburn, Massachusetts, on the 25th day of October, 2002.
POLYMEDICA CORPORATION
By: /s/ Samuel L. Shanaman
---------------------------------
Samuel L. Shanaman
Interim Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PolyMedica Corporation
hereby severally constitute and appoint Samuel L. Shanaman, 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 on our 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 dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Samuel L. Shanaman Interim Chief Executive Officer and October 25, 2002
- ------------------------------ Director (Principal Executive Officer)
Samuel L. Shanaman
/s/ Eric G. Walters Executive Vice President and Clerk October 25, 2002
- ------------------------------ (Principal Financial Officer)
Eric G. Walters
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/s/ Stephen C. Farrell Chief Financial Officer (Principal October 25, 2002
- ------------------------------ Accounting Officer)
Stephen C. Farrell
/s/ Steven J. Lee Chairman of the Board of Directors October 25, 2002
- ------------------------------
Steven J. Lee
/s/ John K. P. Stone, III Vice Chairman of the Board of Directors, October 25, 2002
- ------------------------- General Counsel and Senior Vice President
John K. P. Stone, III
Director October __, 2002
- ------------------------------
Frank W. LoGerfo
/s/ Daniel S. Bernstein Director October 25, 2002
- ------------------------------
Daniel S. Bernstein
/s/ Marcia J. Hooper Director October 25, 2002
- ------------------------------
Marcia J. Hooper
/s/ Thomas S. Soltys Director October 25, 2002
- -------------------------------
Thomas S. Soltys
/s/ Herbert A. Denton Director October 25, 2002
- -------------------------------
Herbert A. Denton
Director October __, 2002
- -------------------------------
Edward A. Burkhardt
Director October __, 2002
- -------------------------------
Walter R. Maupay, Jr.
</Table>
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EXHIBIT INDEX
EXHIBIT NO. 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 September 13, 2002, between the
Registrant and EquiServe Trust Company, as Rights Agent(2)
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (Included on Signature Page)
(1) Incorporated herein by reference to Exhibit 3.1 and Exhibit 3.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 2001, filed with the Securities and Exchange Commission on November
14, 2001.
(2) Incorporated herein by reference to the Company's Current Report on
Form 8-K, dated as of September 12, 2002.
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