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As filed with the Securities and Exchange Commission on May 11, 2001
File No. 333-
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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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DIAGNOSTIC PRODUCTS CORPORATION
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 95-2802182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5700 West 96th Street
Los Angeles, California 90045
(Address of principal executive offices)
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1997 STOCK OPTION PLAN
(Full Title of the Plan)
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James L. Brill, Vice President, Finance
DIAGNOSTIC PRODUCTS CORPORATION
5700 West 96th Street
Los Angeles, California 90045
Telephone (310) 645-8200
(Name, address and telephone number of agent for service)
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Copies of Communications to:
Helen W. Melman, Esq.
815 Moraga Drive
Los Angeles, California 90049
(310) 472-4191
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
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Common Stock 1,000,000 $69.00 (2) $69,000,000 $17,250.00
No par value shares(1)
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(1) This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable as a result of future
adjustments in accordance with the terms of the 1997 Stock Option Plan
described in the Prospectus.
(2) The offering price is calculated in accordance with Rule 457(h)(l) based on
a purchase price of $69.00 per share, which represents the average of the
high and low prices of the Common Stock on the New York Stock Exchange on
May 7, 2001.
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PART II
Item 3. Incorporation of Documents by Reference
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The following documents which have been filed with the Securities and
Exchange Commission are incorporated by reference as of their respective dates
and are a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A and in any amendment or report filed for the
purpose of amending such description.
Additionally, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment hereto which
indicates that all of the shares of the Common Stock offered hereby have been
sold or which deregisters all such shares then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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None.
Item 6. Indemnification of Directors and Officers
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The California General Corporations Law permits the indemnification of
officers, directors, employees and agents of the Company. The Company's Bylaws
and Indemnification Agreements between the Company and its officers and
directors require the Company to indemnify such persons to the fullest extent
permitted by law. Each person will generally be indemnified in any proceeding if
he acted in good faith and in a manner which he reasonably believed to be in the
best interests of the Company and, in the case of a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Indemnification would
cover expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement. In addition, the Company's Articles of Incorporation provide that
directors shall not be personally liable to the Company or its shareholders for
monetary damages for breach
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of their fiduciary duty, provided, however, that a director's liability will not
be limited in the case of (i) acts or omissions that show a reckless disregard
for the director's duty to the corporation or its shareholders in circumstances
in which the director was aware, or should have been aware, in the ordinary
course of performing his duties, of a risk of serious injury to the corporation
or its shareholders, (ii) for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's duty to
the corporation or its shareholders, (iii) any transaction from which the
director derived an improper personal benefit, (iv) acts or omissions that the
director believed to be contrary to the best interests of the corporation or
that involved an absence of good faith or that involved intentional misconduct
or a knowing and culpable violation of law, (v) transactions in which the
director has a material financial interest or involve interrelated directors,
and (vi) distributions, loans or guaranties in violation of California law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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4.1 Amended and Restated Articles of Incorporation (1)
4.2 Bylaws, as amended (1)
4.3 1997 Stock Option Plan, as amended.
5.1 Opinion of Helen W. Melman, Attorney at Law, regarding the
legality of the Common Stock registered hereby.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Helen W. Melman, Attorney at Law - Contained in
Exhibit 5.1.
24.1 Power of Attorney, contained at page 4 hereof.
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(1) Incorporated by reference to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.
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Item 9. Undertakings
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The Company hereby undertakes: (1) to file, during any period in which
offers or sales of the Common Stock 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;
(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 that
if the information required in clauses (i) and (ii) above to be included in a
post-effective amendment hereto is contained in one or more periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") no
post-effective amendment hereto shall be required; (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; and (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.
Additionally, the undersigned registrant hereby undertakes 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
Exchange Act 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company 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 in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities
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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, 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 Los Angeles, State of California on May 11, 2001.
DIAGNOSTIC PRODUCTS CORPORATION
By: /s/ Michael Ziering
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Michael Ziering
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
follows constitutes and appoints MICHAEL ZIERING and JAMES L. BRILL, or either
of them, acting singly, 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 (including
post-effective 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 full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, and hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes, 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Michael Ziering Chairman of the Board, May 11, 2001
- ----------------------- Chief Executive Officer
Michael Ziering (Principal Executive
Officer)
/s/ Sidney A. Aroesty Senior Vice President, May 11, 2001
- ---------------------- Director
Sidney A. Aroesty
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/s/ Frederick Frank Director May 11, 2001
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Frederick Frank
/s/ Maxwell H. Salter Director May 11, 2001
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Maxwell H. Salter
/s/ Dr. James D. Watson Director May 11, 2001
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Dr. James D. Watson
/s/ Ira Ziering Vice President, May 11, 2001
- ----------------------- Director
Ira Ziering
/s/ James Brill Vice President - May 11, 2001
- ----------------------- Finance (Principal
James Brill Financial and Accounting
Officer)
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EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation (1)
4.2 Bylaws, as amended (1)
4.3 1997 Stock Option Plan, as amended.
5.1 Opinion of Helen W. Melman, Attorney at Law, regarding the legality of
the Common Stock registered hereby.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Helen W. Melman, Attorney at Law - contained in Exhibit 5.1
24.1 Power of Attorney, contained at page 4 of the Registration Statement.
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(1) Incorporated by reference to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992.