As filed with the Securities and Exchange Commission on February 25, 1999
Registration No. 333-
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:
DEBRA J. POUL
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
============================ ========================= ========================== ========================= ========================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per share (1) offering price (1)
============================ ========================= ========================== ========================= ========================
Common Stock, $.01 1,500,000 (2) $29.875 $44,812,500.00 $13,220.00
par value
============================ ========================= ========================== ========================= ========================
(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 February 22, 1999, 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 Statement on Form S-8,
previously filed with the Securities and Exchange Commission on December 12,
1996. The earlier Registration Statement on Form S-8, Registration No.
333-17721, is hereby incorporated by reference.
The financial statements contained in the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997 incorporated by reference in this
Registration Statement have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent public accountants, given on the
authority of said firm as experts in auditing and accounting.
II-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)
II-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 February 25, 1999.
CLOSURE MEDICAL CORPORATION
By: /s/Robert V. Toni
-------------------------------------
Robert V. Toni
President and Chief Executive Office
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 J. BLOUNT SWAIN, 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 February 25, 1999
- ---------------- (principal executive officer) and Director
Robert V.Toni
/s/J.Blount Swain Vice President and Chief Financial Officer February 25, 1999
- ------------------ (principal financial and accounting
J. Blount Swain officer)
/s/Rolf D.Schmidt Chairman of the Board and Director February 25, 1999
- -----------------
Rolf D.Schmidt
/s/Ronald A.Ahrens Director February 25, 1999
- ------------------
Ronald A.Ahrens
/s/Dennis C.Carey Director February 25, 1999
- -----------------
Dennis C.Carey
/s/Richard W.Miller Director February 25, 1999
- -------------------
Richard W. Miller
/s/F. William Schmidt Director February 25, 1999
- ---------------------
F. William Schmidt
Name Capacity Date
/s/Randy H. Thurman Director February 25, 1999
- -------------------
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)