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As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CROSS MEDICAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 31-0992628
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5160-A Blazer Memorial Parkway
Dublin, Ohio 43017
(Address of Registrant's principal executive offices)
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CROSS MEDICAL PRODUCTS, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
(Full Title of the Plan)
------------------------
Joseph A. Mussey
President, Chief Executive Officer and Treasurer
Cross Medical Products, Inc.
5160-A Blazer Memorial Parkway
Dublin, Ohio 43017
(614) 718-0530
(Name, address and telephone number of agent for service)
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Copies of Correspondence to:
Curtis A. Loveland, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
(614) 227-2004
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- ------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value................ 400,000 $7.3125 $2,925,000 $887.00
- ------------------------------------------------------------------------------------------------------------------
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(h)(1), based on the average of the bid and asked price of Cross
Medical Common Stock on June 9, 1997.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Cross Medical Common Stock, $.01 par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the Cross
Medical Products, Inc. Amended and Restated 1994 Stock Option Plan (the
"Plan"), specified in Part I will be sent or given to employees as specified by
Rule 428(b)(1). Such documents are not filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission by the Registrant are hereby incorporated by reference:
1. Annual Report on Form 10-K (filed on March 27, 1997) for the year
ended December 31, 1996;
2. Current Report on Form 8-K, dated March 12, 1997, and filed on
March 21, 1997;
3. Proxy Statement for the Annual Meeting of Shareholders to be held
on May 21, 1997, filed on April 21, 1997; and
4. Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, filed on May 14, 1997).
The description of Cross Medical's Common Stock which is contained in
the Registrant's Form 10, as amended (SEC File No. 000-16893), filed with the
Securities and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, as updated in any amendment or report filed
for the purpose of updating such description, is hereby incorporated by
reference.
All documents filed by the Registrant, pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this Registration Statement and 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The contents of the Form S-8 Registration Statement previously filed
with the Securities and Exchange Commission by the Registrant on April 28,
1995, Registration No. 33-91710, are hereby incorporated by reference herein.
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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 Dublin, State of Ohio, on June 11, 1997.
CROSS MEDICAL PRODUCTS, INC.
By: /s/ Joseph A. Mussey
---------------------------
Joseph A. Mussey, President
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 dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Joseph A. Mussey President, Chief Executive Officer, ) June 11, 1997
- ----------------------------------------- Treasurer and Director )
Joseph A. Mussey (Principal Executive Officer) )
)
*Paul A. Miller Vice President and Chief Financial ) June 11, 1997
- ----------------------------------------- Officer (Principal Accounting Officer) )
Paul A. Miller
*Edward R. Funk Chairman of the Board of Directors ) June 11, 1997
- ----------------------------------------- )
Edward R. Funk )
)
)
*Daniel A. Funk, M.D. Director ) June 11, 1997
- ----------------------------------------- )
Daniel A. Funk, M.D. )
)
)
*Daniel A. Gregorie, M.D. Director ) June 11, 1997
- ----------------------------------------- )
Daniel A. Gregorie, M.D. )
)
)
*Herbert J. Kahn Director ) June 11, 1997
- ----------------------------------------- )
Herbert J. Kahn )
)
)
*Curtis A. Loveland Director ) June 11, 1997
---------------------------------------- )
Curtis A. Loveland )
)
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)
*C. Craig Waldbillig Director ) June 11, 1997
- ----------------------------------------- )
C. Craig Waldbillig )
)
)
)
*Peter H. Williams Director ) June 11, 1997
- ----------------------------------------- )
Peter H. Williams )
)
)
*Robert J. Williams Director ) June 11, 1997
- ----------------------------------------- )
Robert J. Williams )
)
*By: /s/ Joseph A. Mussey
-----------------------------------
Joseph A. Mussey, attorney-in-fact
for each of the persons indicated
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Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CROSS MEDICAL PRODUCTS, INC.
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EXHIBITS
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EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------- ----------- -------------
4(a) * Cross Medical Products, Inc. Amended and Restated 1994 Stock Option
Plan.
4(b) Articles Fourth, Tenth, and Eleventh of the Amended and Restated
Certificate of Incorporation of the Registrant and Articles II, IV, VI, VII
and VIII of the Registrant's Amended and Restated By-Laws. (Annex
I and II of the Definitive Proxy Statement for the Annual Meeting of
Shareholders held on May 21, 1997 filed on April 21, 1997, and
incorporated herein by reference.)
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit 5 filed
herewith).
23(b) * Consent of Coopers & Lybrand L.L.P.
24 * Powers of Attorney.
* Filed with this Registration Statement
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