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As filed with the Securities and Exchange Commission on May 9, 1997
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
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SOFAMOR DANEK GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1580052
(State of Incorporation) (I.R.S. Employer Identification No.)
1800 Pyramid Place
Memphis, Tennessee 38132
(Address of principal executive offices)
STOCK OPTION AGREEMENT DATED AS OF JULY 8, 1992 BETWEEN
SOFAMOR DANEK GROUP, INC. AND GEORGE BRYAN
(Full Title of the Plan)
Richard E. Duerr, Jr.
Vice President, General Counsel and Secretary
1800 Pyramid Place
Memphis, Tennessee 38132
(901) 396-2695
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
Common Stock 10,000 shares $26.625 (1) $266,250(1) $81(1)
=========================================================================================================================
(1) Such amount has been calculated in accordance with Rule 457(h) under the
Securities Act of 1933, as amended, and is based upon the Option Price of
the Common Stock stated in the Stock Option Agreement.
Pursuant to Rule 462 of the 1933 Act, the Registration Statement on Form
S-8 shall be effective upon filing with the Commission.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended December
31, 1996.
2. All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "1934 Act") since the end of the
fiscal year ended December 31, 1996.
3. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on April 17, 1991.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No response is required to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23-1-37-1 through 23-1-37-15 of the Indiana Business Corporation
Law permit a corporation to indemnify directors and officers against liability
incurred in certain proceedings if the individual's conduct was in good faith
and the individual reasonably believed, in the case of conduct in the
individual's official capacity, that such conduct was in the best interests of
the corporation and, in all other cases, believed such conduct was at least not
opposed to the best interests of the corporation. If the proceeding is criminal,
the individual must have at least had no reasonable cause to believe that such
conduct was unlawful. The statute requires a corporation to indemnify an
individual who is wholly successful in the defense of any such proceeding
against reasonable expenses incurred by such individual, unless the Articles of
Incorporation provide otherwise. The corporation may pay for or reimburse the
reasonable expenses incurred by a director or officer who is a party to a
proceeding in advance of final disposition of the proceeding if certain
conditions are satisfied. Unless otherwise provided in the Articles of
Incorporation, a director or officer may apply for court ordered indemnification
which will include reasonable expenses incurred to obtain the indemnification
order if the court determines that the director is entitled to mandatory
indemnification or that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. Except in the case of
mandatory indemnification, a corporation may indemnify a director or officer
only after it is determined that the individual meets the standard of conduct
described above. In addition, a corporation may also indemnify and advance
expenses to an officer, whether or not a director, to the extent, consistent
with public policy, that may be provided by its articles of incorporation,
bylaws, general or specific action of its Board of Directors or contract.
Section 23-1-37-14 of the Indiana Business Corporation Law empowers an Indiana
corporation to purchase and maintain insurance on behalf of any director or
officer against any liability asserted against, or incurred by, such individual
in any such capacity or arising out of his or her status as such, whether or not
the corporation would have had the power to indemnify against such liability.
The Amended and Restated Bylaws of the Registrant require the Registrant to
indemnify any person who is or was a director or officer of the Registrant
against any and all liabilities and reasonable expenses incurred by such person
in connection with or resulting from any threatened, pending or completed action
or proceeding, whether civil, criminal,
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administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Registrant, or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Registrant shall not indemnify any director or officer to the extent that such
persons' claim for indemnification arises out of liability (I) for any breach of
the director's duty of loyalty to the Registrant or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law or (iii) for any transaction from which the director
derived an improper personal benefit.
The Registrant also carries liability insurance covering officers and
directors. There is a deductible amount of $100,000 for the Registrant per
claim. The policy contains certain exclusions including, but not limited to,
certain claims by stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No response is required to this item.
ITEM 8. EXHIBITS
Exhibit Number Description
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5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
10 Stock Option Agreement Dated July 8, 1992 Between Sofamor Danek Group, Inc. and George Bryan
23(a) Consent of Baker, Donelson, Bearman & Caldwell (included in Exhibit 5)
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS
(a) The undersigned 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 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "1933 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.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 securities at that time shall be deemed to be
the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the 1933 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 1933 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 1933 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, 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 Memphis, State of Tennessee, on the 31st of March,
1997.
SOFAMOR DANEK GROUP, INC.
By: /s/ E. R. Pickard
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E. R. Pickard, Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Mark Merrill, Laurence Y. Fairey and Richard
E. Duerr, Jr., and each of them, with full power to act without the other, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
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/s/ James J. Gallogly President, Chief Operating Officer and March 31, 1997
- ---------------------------------- Director
James J. Gallogly
/s/ E. R. Pickard Chairman, Chief Executive Office and March 31, 1997
- ---------------------------------- Director (Principal Executive Officer)
E. R. Pickard
/s/ J. Mark Merril Vice President and Treasurer March 31, 1997
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J. Mark Merril
/s/ Laurence Y. Fairey Executive Vice President and Chief March 31, 1997
- ---------------------------------- Financial Officer
Laurence Y. Fairey
/s/ Marie-Helene Plais, M.D. Executive Vice President and Director March 31, 1997
- ----------------------------------
Marie-Helene Plais, M.D.
/s/ L. D. Beard Director March 31, 1997
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L. D. Beard
- ---------------------------------- Director March 31, 1997
George W. Bryan, Sr.
/s/ Robert A. Compton
- ---------------------------------- Director March 31, 1997
Robert A. Compton
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NAME TITLE DATE
- ---------------------------------- -------------------------------------- --------------
/s/ Samuel F. Hulbert, Ph.D. Director March 31, 1997
- ----------------------------------
Samuel F. Hulbert, Ph.D.
/s/ Yves Paul Cotrel, M.D. Director March 31, 1997
- ----------------------------------
Yves Paul Cotrel, M.D.
/s/ George F. Rapp, M.D. Director March 31, 1997
- ----------------------------------
George F. Rapp, M.D.
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