As filed with the Securities and Exchange Commission on June 26, 2002
Registration No. XXX-XXXXX
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CLOSURE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 56-1959623
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5250 Greens Dairy Road
Raleigh, North Carolina 27616
(Address of principal executive offices) (Zip Code)
CLOSURE MEDICAL CORPORATION
AMENDED AND RESTATED 1996 EQUITY COMPENSATION PLAN
(Full title of the plan)
ROBERT V. TONI
President and Chief Executive Officer
Closure Medical Corporation
5250 Greens Dairy Road
Raleigh, NC 27616
(Name and address of agent for service)
(919) 876-7800
(Telephone number, including area code, of agent for service)
Copy of all communications to:
STEPHEN JANNETTA
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- ---------------------------------------------------------------------------------------------------
Common Stock, $.01
par value 1,500,000 (2) $13.735 $20,602,500.00 $1,895.43
===================================================================================================
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee, based upon the average of the high and low sales
prices of shares of Common Stock on June 25, 2002, as reported on the
Nasdaq National Market.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
This Registration Statement on Form S-8 (the "Registration Statement")
relates to the registration of an additional 1,500,000 shares (the "Shares") of
Common Stock, $.01 par value, of the Registrant. The Shares are securities of
the same class and relating to the same employee benefit plan, the Closure
Medical Corporation Amended and Restated 1996 Equity Compensation Plan, as those
shares registered in the Registrant's Registration Statements on Form S-8,
previously filed with the Securities and Exchange Commission on December 12,
1996, February 25, 1999 and April 6, 2001. The earlier Registration Statements
on Form S-8, Registration Nos. 333-17721, 333-72953 and 333-58456, are hereby
incorporated by reference.
The financial statements contained in the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2001 incorporated by reference in this
Registration Statement have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 Closure Medical Corporation Amended and Restated 1996 Equity
Compensation Plan
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (included on signature page of this Registration
Statement)
3
SIGNATURES AND POWER OF ATTORNEY
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 Raleigh, North Carolina, on this 26th day of June, 2002.
CLOSURE MEDICAL CORPORATION
By: /s/Robert V. Toni
-------------------------
Robert V. Toni
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS ROBERT
V. TONI AND BENNY WARD, AND EACH OF THEM ACTING ALONE, HIS TRUE AND LAWFUL
ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND CAUSE TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE REQUIREMENTS
OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH EXHIBITS THERETO
AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS
ALL THAT SAID ATTORNEY-IN-FACT OR HIS SUBSTITUTE OR SUBSTITUTES MAY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.
Name Capacity Date
---- -------- ----
/s/ Robert V. Toni President and Chief Executive Officer June 26, 2002
- ------------------ (principal executive officer) and Director
Robert V. Toni
/s/ Benny Ward Vice President of Finance and Chief June 26, 2002
- --------------- Financial Officer (principal financial and
Benny Ward accounting officer)
/s/ Ronald A. Ahrens Chairman of the Board and Director June 26, 2002
- --------------------
Ronald A. Ahrens
/s/ Dennis C. Carey Director June 26, 2002
- -------------------
Dennis C. Carey
/s/ Richard W. Miller Director June 26, 2002
- ---------------------
Richard W. Miller
Name Capacity Date
---- -------- ----
/s/ Dr. James E. Niedel Director June 26, 2002
- -----------------------
Dr. James E. Niedel
/s/ F. William Schmidt Director June 26, 2002
- ----------------------
F. William Schmidt
/s/ Rolf D. Schmidt Director June 26, 2002
- -------------------
Rolf D. Schmidt
/s/ Randy H. Thurman Director June 26, 2002
- --------------------
Randy H. Thurman
CLOSURE MEDICAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 Closure Medical Corporation Amended and Restated 1996
Equity Compensation Plan
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (included on signature page of this
Registration Statement)