As filed with the Securities and Exchange Commission on January 13, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MINNTECH CORPORATION
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1229121
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14605 - 28TH AVENUE NORTH 55447
MINNEAPOLIS, MINNESOTA (Zip Code)
(Address of principal executive offices)
MINNTECH CORPORATION
1998 STOCK OPTION PLAN
(Full title of the plan)
Barbara A. Wrigley
Vice President, General Counsel and Secretary
14605 - 28th Avenue North
Minneapolis, Minnesota 55447
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (612) 553-3300
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered (1) per share (1) (2) price (1) (2) fee
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Common Stock, 1,000,000
$.05 par value shares $14.82 $14,820,000 $4,120
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(1) The Registration Statement relates to 1,000,000 shares of Common Stock to
be offered pursuant to the 1998 Stock Option Plan.
(2) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices per
share of the Registrant's Common Stock on January 11, 1999 as reported on
the Nasdaq National Market.
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MINNTECH CORPORATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Minntech Corporation (the "Company") filed
with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
No. 0-11278), are, as of their respective dates, incorporated by reference
and made a part hereof:
(1) The Annual Report on Form 10-K of the Company for the fiscal
year ended March 31, 1998 filed pursuant to Section 15(d) of the
Exchange Act (File No. 0-11278).
(2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (1) above (File No. 0-11278).
(3) The description of the Company's Common Stock which is
contained in the Registration Statement on Form 8-A (Registration No.
0-11278) filed November 1, 1983, (and declared effective January 1,
1984) under the Exchange Act and all amendments and reports filed for
the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common
Stock offered have been sold or which deregisters all shares of the Common
Stock then remaining unsold shall be deemed to be incorporated by reference
in and a part of this Registration Statement from the date of filing of such
documents.
Any statement contained in a document incorporated, or deemed to be
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 incorporated herein by reference or in any
other subsequently filed document that 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 7.01 of the Company's By-Laws, the Company indemnifies its
directors and officers and advances litigation expenses to the fullest extent
required or permitted by Minnesota Statutes Section 302A.521. Section
302A.521 requires the Company to indemnify a person made or threatened to be
made a party to a proceeding, by reason of the former or present official
capacity of the person with respect to the Company, against judgments,
penalties, fines, including without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, if, with
respect to the acts or omissions of the person complained of in the
proceeding, such person (1) has not been indemnified by another organization
or employee benefit plan for the same judgments, penalties, fines, including
without limitation, excise taxes assessed against the person with respect to
an employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in
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connection with the proceeding with respect to the same acts or omissions;
(2) acted in good faith; (3) received no improper personal benefit, and
statutory procedure has been followed in the case of any conflict of interest
by a director; (4) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (5) in the case of acts or
omissions occurring in the person's performance in the official capacity of
director or, for a person not a director, in the official capacity of
officer, committee member, employee or agent, reasonably believed that the
conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another
organization or employee benefit plan, reasonably believed that the conduct
was not opposed to the best interests of the Company. In addition, Section
302A.521, subd. 3, requires payment by the Company upon written request, of
reasonable expenses in advance of final disposition in certain instances. A
decision as to required indemnification is made by a majority of the
disinterested Board of Directors present at a meeting at which a
disinterested quorum is present, or by a designated committee of
disinterested directors, by special legal counsel, by the disinterested
shareholders, or by a court.
The Company also maintains a director and officer insurance policy to
cover the Company, its directors and its officers against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
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4.1 Articles of Incorporation, as amended(1)
4.2 Restated By-Laws(2)
4.3 Amendment of By-Laws in November 1998
4.4 Form of Specimen of Common Stock Certificate(3)
5 Opinion of Faegre & Benson LLP
10 Minntech Corporation Amended 1998 Stock Option Plan
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
Registration Statement)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
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(1) Incorporated by reference to the specified exhibit filed as part of the
Company's Annual Report on Form 10-K for the year ended March 31, 1988,
File No. 0-11278.
(2) Incorporated by reference to the specified exhibit filed as part of the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, File No. 0-11278.
(3) Incorporated by reference to the specified exhibit filed as part of the
Company's Annual Report on Form 10-K for the year ended March 31, 1993,
File No. 0-11278.
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ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no
more than a twenty percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Minneapolis, State of Minnesota, on
January 13, 1999.
MINNTECH CORPORATION
By /s/ Thomas J. McGoldrick
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Thomas J. McGoldrick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 13, 1999.
Signature Title
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/s/ Thomas J. McGoldrick
- ------------------------------ President and Chief Executive Officer
Thomas J. McGoldrick (Principal Executive Officer)
/s/ Jules L. Fisher
- ------------------------------ Vice President and Chief Financial Officer
Jules L. Fisher (Principal Financial and Accounting Officer)
Norman Dann* Director
George Heenan* Director
Amos Heilicher* Director
William Hope* Director
Thomas J. McGoldrick* Director
Fred L. Shapiro, M.D.* Director
Donald H. Soukup* Director
* Barbara A. Wrigley, by signing her name hereto, does hereby sign this
document on behalf of each of the above named directors of the Registrant
pursuant to powers of attorney duly executed by each person.
By /s/ Barbara A. Wrigley
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Barbara A. Wrigley, Attorney in Fact
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INDEX TO EXHIBITS
Method
Exhibit Description of Filing
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Incorporated by
4.1 Articles of Incorporation, as amended(1).................. Reference
Incorporated by
4.2 Restated By-Laws(2)....................................... Reference
4.3 Amendment of By-Laws in November 1998..................... Filed Electronically
Incorporated by
4.4 Form of Specimen of Common Stock Certificate(3)........... Reference
5 Opinion of Faegre & Benson LLP............................ Filed Electronically
10 Minntech Corporation Amended 1998 Stock Option Plan....... Filed Electronically
23.1 Consent of Faegre & Benson LLP
(contained in its opinion filed as Exhibit 5 to this
Registration Statement)
23.2 Consent of PricewaterhouseCoopers LLP..................... Filed Electronically
24 Powers of Attorney........................................ Filed Electronically
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(1) Incorporated by reference to the specified exhibit filed as part of the
Company's Annual Report on Form 10-K for the year ended March 31, 1988,
File No. 0-11278.
(2) Incorporated by reference to the specified exhibit filed as a part of the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, File No. 0-11278.
(3) Incorporated by reference to the specified exhibit filed as part of the
Company's Annual Report on Form 10-K for the year ended March 31, 1993,
File No. 0-11278.
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