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As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 33-95630
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MINIMED INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 95-4408171
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12744 San Fernando Road
Sylmar, California 91342
(Address of Principal Executive Officers)
1994 Second Amended and Restated Stock Incentive Plan of MiniMed, Inc.
(Full Title of the Plan)
ERIC S. KENTOR
Senior Vice President , General
Counsel and Secretary
MINIMED INC.
12744 San Fernando Road
Sylmar, California 91342
(Name and Address of Agent for Service)
(818) 362-5958
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
======================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price Fee
--------------------- ---------------- --------------- --------------- ---------------
Common Stock 1,000,000 $49.687 $49,687,000 $14,657.67
--------------------- ---------------- --------------- --------------- ---------------
Preferred Stock
Purchase Rights (2) ---
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(1) Based upon on the average of the high and low price of the Company's
Common Stock in the Nasdaq Stock Market's National Market System on April
20, 1998, in accordance with Rule 457(c) and (h).
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(2) The Preferred Stock Purchase Rights are issuable with each share of Common
Stock registered hereby without separate consideration and, until the
occurrence of certain events, trade in tandem with the Common Stock and
are evidenced by the same stock certificates.
The Exhibit Index appears on sequentially numbered page 5.
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Pursuant to General Instruction E to Form S-8, the contents of the Registration
Statement filed by MiniMed Inc. (the "Company") under Registration Number
33-95630 with respect to securities offered pursuant to the Company's 1994
Second Amended and Restated Stock Incentive Plan, as amended, are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:
Exhibit Number Description
- - -------------- -----------
4.1 MiniMed Inc. 1994 Second Amended and Restated Stock
Incentive Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24.1 Power of Attorney (Incorporated by reference to exhibit
25.1 to the Registration Statement on Form S-8 filed by
the Company on August 9, 1995, registration no. 33-95630).
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable ground 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 Sylmar, state of California on this twenty-third
day of April, 1998.
MINIMED INC.
Date: April 23,1998 By: /s/ Alfred E. Mann
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Alfred E. Mann
Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
Date: April 23,1998 By: /s/ Kevin R. Sayer
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Kevin R. Sayer
Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration and statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- - --------- ----- ----
/s/ ALFRED E. MANN Director, Chairman of the April 23,1998
- - ---------------------------- Board and Chief Executive
Alfred E. Mann Officer (Principal Executive
Officer)
/s/ KEVIN R. SAYER Senior Vice President, April 23,1998
- - ---------------------------- Finance and Chief Financial
Kevin R. Sayer Officer (Principal Financial
and Accounting Officer)
/s/ DAVID CHERNOF, M.D.* Director April 23,1998
- - ----------------------------
David Chernof, M.D.
/s/ WILLIAM R. GRANT* Director April 23,1998
- - ----------------------------
William R. Grant
/s/ DAVID MACCALLUM* Director April 23,1998
- - ----------------------------
David MacCallum
/s/ THOMAS R. TESTMAN* Director April 23,1998
- - ----------------------------
Thomas R. Testman
* Executed by Alfred E. Mann as attorney-in-fact.
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EXHIBIT INDEX
Exhibit Number Description
- - -------------- -----------
4.1 MiniMed Inc. 1994 Second Amended and Restated Stock
Incentive Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24.1 Power of Attorney (Incorporated by reference to exhibit
25.1 to the Registration Statement on Form S-8 filed by
the Company on August 9, 1995, registration no. 33-95630).