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As filed with the Securities and Exchange Commission on September 11, 1998
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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SUMMIT MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1545493
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10900 Red Circle Drive
Minnetonka, Minnesota 55343
(Address of principal executive offices) (Zip code)
STOCK OPTION PLAN OF 1993
OF
SUMMIT MEDICAL SYSTEMS, INC.
(Full title of the plan)
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Paul R. Johnson, Vice President and Chief Financial Officer
10900 Red Circle Drive
Minnetonka, Minnesota 55343
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(Name and address of agent for service)
(612) 939-2200
(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 maximum offering maximum
securities to be Amount to be price aggregate offering Amount of
registered registered per share (1) price (1) registration fee
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Common Stock
($.01 par value) 500,000 $1.15625 $578,125 $116
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
prices of the Common Stock as reported by the Nasdaq National Market on
September 3, 1998
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Additional Shares: Incorporation by Reference. This Registration Statement is
executed solely for the purpose of registering 500,000 additional shares of
Common Stock of Summit Medial Systems, Inc. (the "Company") to be offered
pursuant to the terms of the Company's Stock Option Plan of 1993. The Company's
previous Registration Statements on Form S-8, dated December 28, 1995 (File No.
33-80927) and dated November 22, 1996 (File No. 333-1662), are effective, relate
to the Company's Stock Option Plan of 1993 and, pursuant to General Instruction
E, are hereby incorporated by reference.
Item 8. Exhibits.
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney
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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 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 Minnetonka, State of Minnesota, on this 10th day of
September, 1998.
SUMMIT MEDICAL SYSTEMS, INC.
By /s/ Barbara A. Cannon
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Barbara A. Cannon
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on September 10, 1998.
Signature Title
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/s/ Barbara A. Cannon President, Chief Executive Officer and Director
- ----------------------------------- (Principal Executive Officer)
Barbara A. Cannon
/s/ Paul R. Johnson Vice President and Chief Financial Officer
- ----------------------------------- (Principal Financial and Accounting Officer)
Paul R. Johnson
*
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John M. Nehra Chairman, Board of Directors
* Director
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W. Hudson Connery, Jr.
* Director
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Richard B. Fontaine
* Director
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Peter T. Garahan
* Director
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Kent J. Thiry
*By /s/ Paul R. Johnson
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Paul R. Johnson
as Attorney-in-Fact
Dated: September 10, 1998
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EXHIBIT INDEX
Exhibit No. Name
- ----------- ----
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney