As filed with the Securities and Exchange Commission
on January 9, 2004
No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VITAL SIGNS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 11-2279807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Campus Road, Totowa, New Jersey 07512
(Address of Principal Executive Offices) (Zip Code)
VITAL SIGNS, INC. 2002 STOCK INCENTIVE PLAN
(Full title of the plan)
Jay Sturm, General Counsel
Vital Signs, Inc.
20 Campus Road
Totowa, New Jersey 07512
(973) 790-1330
(Name, address and telephone number, including area code,
of agent for service)
with a copy to:
Laura R. Kuntz, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit (1) price fee
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Common
Stock,
no par value 1,000,000 shares (2) $33.00 $33,000,000.00 $2,670.00
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(1) Pursuant to Rule 457, the proposed maximum offering price per share is
estimated for the purpose of computing the amount of the registration fee
and is based upon the average of the high and low sales prices of the
Common Stock of the registrant reported on the Nasdaq National Market on
January 8, 2004.
(2) Plus such indeterminate number of additional shares as shall become
issuable pursuant to the anti-dilution provisions of the above-mentioned
plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Vital Signs, Inc. (the "Company")
with the Securities and Exchange Commission, are hereby incorporated by
reference:
(a) the Company's Annual Report on Form 10-K for the year ended
September 30, 2003;
(b) the Company's Current Report on Form 8-K, filed with the
Commission on December 30, 2003; and
(c) the description of the Common Stock of the Company contained in
the Company's most recent registration statement filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities then 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 contained
herein or 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 such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Section 3-5 of Title 14A of the New Jersey Business Corporation Act
contains detailed provisions for indemnification of directors and officers of
New Jersey corporations against expenses, judgments, fines and settlements in
connection with litigation.
The registrant's Restated Certificate of Incorporation provides for
indemnification of the registrant's directors and officers against certain
liabilities. The Restated Certificate of Incorporation also provides for
exculpation of the registrant's directors and officers from liabilities (subject
to certain exceptions).
The registrant maintains a directors' and officers' liability
insurance policy which will insure its directors and officers and the directors
and officers of its subsidiaries in certain circumstances.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Registrant's Restated Certificate of Incorporation is
incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended September 30, 1995.
4.2 Registrant's Certificate of Amendment to the Restated Certificate
of Incorporation is incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended
September 30, 2002.
4.3 By-laws, as amended, are incorporated by reference to Exhibit 3.2
of the Registrant's Registration Statement on Form S-1 (No.
33-35864) initially filed with the Securities and Exchange
Commission on July 13, 1990.
4.4 1984 Economic Development Authority Loan Agreement is
incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (No. 33-35864) initially filed
with the Commission on July 13, 1990.
4.5 Amended and Restated Loan Agreement between the Registrant and
the New Jersey Economic Development Authority, dated as of
November 1, 1990, is incorporated by reference to Exhibit 4.2 to
the Registrant's Registration Statement on Form S-1 (No.
33-34107) initially filed with the Commission on February 21,
1991.
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4.6 Letter of Credit and Reimbursement Agreement, dated August 27,
1993, between the Registrant and Chemical Bank New Jersey N.A.,
is incorporated by reference to Exhibit 4.3 to the Registrant's
Annual Report on Form 10-K for the year ended September 30, 1993.
5.1 Opinion of Lowenstein Sandler PC.
23.1 Consent of Goldstein Golub Kessler LLP.
23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1.
24.1 Power of Attorney.
99.1 Vital Signs 2002 Stock Incentive Plan is incorporated by
reference to Exhibit 10.8 of the Registrant's Annual Report on
Form 10-K for the year ended September 30, 2002.
Item 9. Undertakings.
(a) The undersigned registrant 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; 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 1(i) and 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 by the registrant
pursuant to Section 13 or 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 such post-effective amendment shall be
deemed to be a new
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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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant'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 therein, 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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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, 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 Totowa, State of New Jersey, on January 9, 2004.
VITAL SIGNS, INC.
By: /s/ Terry D. Wall
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Terry D. Wall
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Terry D. Wall President, Chief Executive January 9, 2004
------------------------- Officer (Principal Executive
Terry D. Wall Officer) and Director
/s/ David J. Bershad* Director January 9, 2004
-------------------------
David J. Bershad
/s/ Anthony J. Dimun* Director January 9, 2004
-------------------------
Anthony J. Dimun
/s/ Howard W. Donnelly* Director January 9, 2004
-------------------------
Howard W. Donnelly
/s/ David H. MacCallum* Director January 9, 2004
-------------------------
David H. MacCallum
/s/ Richard L. Robbins* Director January 9, 2004
-------------------------
Richard L. Robbins
/s/ George A. Schapiro* Director January 9, 2004
-------------------------
George A. Schapiro
/s/ Joseph J. Thomas* Director January 9, 2004
-------------------------
Joseph J. Thomas
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/s/ Barry Wicker* Director January 9, 2004
-------------------------
Barry Wicker
/s/ Frederick S. Schiff* Executive Vice President and January 9, 2004
------------------------- Chief Financial Officer (Principal
Frederick S. Schiff Financial and Accounting Officer)
*By: /s/ Terry D. Wall
---------------------------
Terry D. Wall
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description Page No.
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4.1 Registrant's Restated Certificate of Incorporation is
incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended September 30, 1995.
4.2 Registrant's Certificate of Amendment to the Restated
Certificate of Incorporation is incorporated by
reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended September 30,
2002.
4.3 By-laws, as amended, are incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement
on Form S-1 (No. 33-35864) initially filed with the
Securities and Exchange Commission on July 13, 1990.
4.4 1984 Economic Development Authority Loan Agreement is
incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-35864) initially filed with the Commission on July
13, 1990.
4.5 Amended and Restated Loan Agreement between the
Registrant and the New Jersey Economic Development
Authority, dated as of November 1, 1990, is
incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1 (No.
33-34107) initially filed with the Commission on
February 21, 1991.
4.6 Letter of Credit and Reimbursement Agreement, dated
August 27, 1993, between the Registrant and Chemical
Bank New Jersey N.A., is incorporated by reference to
Exhibit 4.3 to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1993.
5.1 Opinion of Lowenstein Sandler PC.
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Exhibit No. Description Page No.
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23.1 Consent of Goldstein Golub Kessler LLP.
23.2 Consent of Lowenstein Sandler PC is included in Exhibit
5.1.
24.1 Power of Attorney.
99.1 Vital Signs 2002 Stock Incentive Plan is incorporated
by reference to Exhibit 10.8 of the Registrant's Annual
Report on Form 10-K for the year ended September 30,
2002.
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