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As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 33-95630
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
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 3,000,000 $96.25 $288,750,000 $80,273
Preferred Stock
Purchase Rights(2) --
(1) Based upon on the price of the last sale reported of the Company's
Common Stock on the Nasdaq Stock Market's National Market System on
September 13, 1999, in accordance with Rule 457(c) and (h).
(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 4.
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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 Third
Amended and Restated Stock Incentive Plan, are hereby incorporated by reference
herein, and the opinions and consents listed below are annexed hereto:
Exhibit Number Description
-------------- -----------
4.1 MiniMed Inc. 1994 Third Amended and Restated Stock
Incentive Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountant
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 thirtieth
day of August, 1999.
MINIMED INC.
Date: September 14 ,1999 By: /s/ Alfred E. Mann
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Alfred E. Mann
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
Date: September 14,1999 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 September 14,1999
- ---------------------------- Board and Chief Executive
Alfred E. Mann Officer (Principal Executive
Officer)
/s/ KEVIN R. SAYER Senior Vice President, September 14,1999
- ---------------------------- Finance and Chief Financial
Kevin R. Sayer Officer (Principal Financial
and Accounting Officer)
/s/ DAVID CHERNOF, M.D.* Director September 14,1999
- ----------------------------
David Chernof, M.D.
/s/ WILLIAM R. GRANT* Director September 14,1999
- ----------------------------
William R. Grant
/s/ DAVID MACCALLUM* Director September 14,1999
- ----------------------------
David MacCallum
/s/ THOMAS R. TESTMAN* Director September 14,1999
- ----------------------------
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 Third Amended and Restated Stock
Incentive Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountant
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).