SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
HAEMONETICS CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2882273
- -------------------------- --------------------------------------
State of Incorporation (IRS Employer Identification Number)
400 Wood Road, Braintree, Massachusetts 02184 (781) 848-7100
(Address and telephone number of Principal Executive Offices)
HAEMONETICS CORPORATION
2000 Long-Term Incentive Plan
(Full title of the Plan)
Alicia R. Lopez, Senior Vice President and General Counsel
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(781) 848-7100
(Name, address and telephone number of agent for service)
Copy to:
Mary Ellen O'Mara
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount
Title of Securities Amount to Be Offering Price Aggregate of Registration
to be registered Registered (1) Per Share Offering Price Fee
- ----------------- -------------- --------- ------------- ------------
Common Stock, par value 108,000 $30.1875 $3,260,250
$.01 per share
Common Stock, par value 3,392,000 $32.50 $110,240,000
--------- -----------
$.01 per share
Total 3,500,000 $113,500,250 $28,376
(1) Also registered hereunder are such additional number of shares of
common stock, presently indeterminable, as may be necessary to satisfy
the antidilution provisions of the Plan to which this Registration
Statement relates.
(2) The registration fee has been calculated with respect to 3,392,000
of the shares registered on the basis of the closing price of $32.50 on
the New York Stock Exchange on April 30, 2001; and with respect to the
remaining 108,000 shares registered on the basis of the price at which
options may be exercised.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (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 thereof from the date of filing of such
documents.
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest Prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, which contains
either directly or by incorporation by reference audited financial statements
for the Company's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year covered
by the annual report or the Prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is
contained in the Registration Statement filed by the Company under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities
Inapplicable
Item 5. Interests of Named Experts and Counsel
The financial statements and schedules incorporated by reference in this
Registration Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
The validity of the authorization and issuance of the Common Stock
offered hereby will be passed upon for the Company by Hutchins, Wheeler &
Dittmar, a Professional Corporation, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
"Section 67. Indemnification of directors, officers, employees and other
agents of a corporation, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors. Except as the articles of organization or
by-laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be provided by
it to the extent authorized by the directors. Such indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."
Article XXIX of the By-Laws of the Company provides as follows:
ARTICLE XXIX
Indemnification of Directors and Others
Section 29.1 Definitions For purposes of this Article XXIX:
(a) "Director/officer" means any person who is serving or has
served as a Director, officer or employee of the Corporation appointed or
elected by the Board of Directors or the stockholders of the Corporation, or any
Director, officer or employee of the Corporation who is serving or has served at
the request of the Corporation as a Director, officer, trustee, principal,
partner, member of a committee, employee or other agent of any other
organization, or in any capacity with respect to any employee benefit plan of
the Corporation or any of its subsidiaries.
(b) "Proceeding" means any action, suit or proceeding, whether
civil, criminal, administrative or investigative, brought or threatened in or
before any court, tribunal, administrative or legislative body or agency, and
any claim which could be the subject of a Proceeding.
(c) "Expense" means any fine or penalty, and any liability fixed
by a judgment, order, decree or award in a Proceeding, any amount reasonably
paid in settlement of a Proceeding and any professional fees and other
disbursements reasonably incurred in connection with a Proceeding. The term
"Expense" shall include any taxes or penalties imposed on a Director/officer
with respect to any employee benefit plan of the Corporation or any of its
subsidiaries.
Section 29.2 Right to Indemnification
Except as limited by law or as provided in Sections 29.3 and 29.4 of this
Article XXIX, each Director/officer (and his heirs and personal representatives)
shall be indemnified by the Corporation against any Expense incurred by him in
connection with each Proceeding in which he is involved as a result of his
serving or having served as a Director/officer.
Section 29.3 Indemnification not Available
No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been adjudicated that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation, or, to the extent that such Proceeding relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
Section 29.4 Compromise or Settlement
In the event that a Proceeding is compromised or settled so as to impose
any liability or obligation on a Director/officer or upon the Corporation, no
indemnification shall be provided as to said Director/officer with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Corporation, or, to the extent that such Proceeding relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
Section 29.5 Advances
The Corporation shall pay sums on account of indemnification in advance
of a final disposition of a Proceeding upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 29.3 and 29.4 hereof, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.
Section 29.6 Not Exclusive
Nothing in this Article XXIX shall limit any lawful rights to
indemnification existing independently of this Article 29.
Section 29.7 Insurance
The provisions of this Article XXIX shall not limit the power of the
Board of Directors to authorize the purchase and maintenance of insurance on
behalf of any Director/officer against any liability incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article
XXIX.
Item 7. Exemption from Registration Claimed
Inapplicable
Item 8. Exhibits
Number Description
4A Haemonetics Corporation 2000 Long-Term Incentive Plan
5 Opinion of Hutchins, Wheeler & Dittmar, a Professional
Corporation, as to legality of shares being registered and
consent.
23 Consents of Experts - included in Registration Statement
under heading "Consent of Independent Public Accountants."
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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;
(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
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 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 such 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 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) The undersigned registrant hereby undertakes, that, 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 Act 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 Act and will be governed by the final adjudication of
such issue.
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 Braintree, Massachusetts on April 27, 2001.
HAEMONETICS CORPORATION
By: S/James L. Peterson
-------------------
James L. Peterson
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/Sir Stuart Burgess Chairman of the Board April 27, 2001
- ----------------------------
Sir Stuart Burgess of Directors
s/James L. Peterson President, Chief Executive April 27, 2001
- ----------------------------
James L. Peterson Officer, Director
s/Ronald J. Ryan Senior Vice President and April 27, 2001
- -----------------------------
Ronald J. Ryan Chief Financial
Officer (Principal Financial
and Accounting Officer)
s/Yutaka Sakurada Senior Vice President -- April 27, 2001
- -----------------------------
Yutaka Sakurada Haemonetics Corporation
and President -- Haemonetics
Japan, Director
s/Donna C. E. Williamson Director April 27, 2001
- -----------------------------
Donna C. E. Williamson
s/Harvey G. Klein, M.D. Director April 27, 2001
- -------------------------------
Harvey G. Klein, M.D.
s/Benjamin L. Holmes Director April 27, 2001
- ------------------------------
Benjamin L. Holmes
s/Ronald G. Gelbman Director April 27, 2001
- ------------------------------
Ronald G. Gelbman
s/N. Colin Lind Director April 27, 2001
- -------------------------------
N. Colin Lind
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated April 24, 2000,
included in Haemonetics Corporation's Form 10-K for the year ended April 1,
2000 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts,
April 27, 2001
HAEMONETICS CORPORATION
2000 Long-Term Incentive Plan
1. Purpose of the Plan.
-------------------
The purpose of the 2000 Long-Term Incentive Plan (the "Plan") of
Haemonetics Corporation (the "Company") is to promote the interests of the
Company and its stockholders by strengthening the Company's ability to attract
and retain competent employees, officers, and directors and to encourage
ownership of the Company's stock by employees, officers, and directors of the
Company and its present and future subsidiaries upon whose efforts and
initiative the growth and success of the Company depends.
Under the Plan, stock options ("stock options" or "options") may be
designated as either incentive stock options meeting the requirements of Section
422 of the Internal Revenue Code of 1986 (the "Code"), or non-qualified options
which are not intended to meet the requirements of the Code.
2. Stock Subject to the Plan.
-------------------------
(a) The maximum number of shares ("shares") of common stock,
$.01 par value, of the Company ("Common Stock") available for stock options
granted under the Plan shall be 3,500,000 shares of Common Stock. The maximum
number of shares of Common Stock available for grants of incentive stock options
under the Plan shall be 3,500,000. The maximum number of shares of Common Stock
available for grants shall be subject to adjustment in accordance with Section 5
thereof. Shares issued under the Plan may be authorized but unissued shares of
Common Stock or shares of Common Stock held in treasury.
(b) To the extent that any stock option shall lapse, terminate,
expire or otherwise be cancelled without the issuance of shares of Common Stock,
the shares of Common Stock covered by such grants shall again be available for
the granting of stock options. Further, if any stock option is exercised through
the full or partial payment of shares of Common Stock owned by the optionee,
shares equal in number to those tendered by the optionee shall be added to the
maximum number of shares available for future grants under this Plan.
(c) Common Stock issuable under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall be
determined by the Committee.
(d) The maximum number of shares of the Company's Common Stock
with respect to which an option may be granted under the Plan to any employee in
any one fiscal year of the Company shall not exceed 500,000 shares (in the
aggregate for all such options taken together), subject to adjustment in
accordance with Section 5.
3. Administration of the Plan.
--------------------------
The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors. The Board
may from time to time appoint a member or members of the Committee in
substitution for or in addition to the member or members then in office and may
fill vacancies on the Committee however caused. The Committee shall choose one
of its members as Chairman and shall hold meetings at such times and places as
it shall deem advisable. A majority of the members of the Committee shall
constitute a quorum and any action may be taken by a majority of those present
and voting at any meeting. Any action may also be taken without the necessity of
a meeting by a written instrument signed by a majority of the Committee. The
Committee shall have the full and exclusive authority to interpret the Plan and
to adopt, amend, and rescind such rules and regulations as, in its opinion, may
be advisable in the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and shall be the sole and final judge of such
expediency. The decision of the Committee as to all questions pertaining to the
Plan shall be final, binding and conclusive on all persons. No Committee member
shall be liable for any action or determination made in good faith.
4. Options.
--------
(a) Options granted pursuant to the Plan shall be authorized by
action of the Committee and may be designated as either incentive stock options
meeting the requirements of the Code or non-qualified options which are not
intended to meet the requirements of the Code, the designation to be in the sole
discretion of the Committee. Options designated as incentive stock options that
do not continue to meet the requirements of Section 422 of the Code shall be
redesignated as non-qualified options automatically without further action by
the Committee on the date such failure to continue to meet the requirements of
Section 422 of the Code occurs.
(b) Options designated as incentive stock options may be granted
only to employees and officers of the Company or of any "subsidiary corporation"
as defined in Section 424 of the Code and the Treasury Regulations promulgated
thereunder (the "Regulations"). Options designated as non-qualified options may
be granted to employees, officers, and directors of the Company or of any of its
subsidiaries. In determining a person's eligibility to be granted an option, the
Committee shall take into account the person's position and responsibilities,
the nature and value to the Company or its subsidiaries of such person's service
and accomplishments, such person's present and potential contribution to the
success of the Company or its subsidiaries, and such other factors as the
Committee may deem relevant.
(c) No option designated as an incentive stock option shall be
granted to any employee of the Company or any subsidiary corporation if such
employee owns, immediately prior to the grant of an option, stock representing
more than 10% of the voting power or more than 10% of the value of all classes
of stock of the Company or a parent or a subsidiary corporation, unless the
purchase price for the stock under such option shall be at least 110% of its
fair market value at the time such option is granted and the option, by its
terms, shall not be exercisable more than five years from the date it is
granted. In determining the stock ownership under this paragraph, the provisions
of Section 424(d) of the Code shall be controlling. In determining the fair
market value under this paragraph, the provisions of subparagraph (e) below
shall apply.
(d) Each option shall be evidenced by an option agreement (the
"Agreement") duly executed on behalf of the Company and by the optionee to whom
such option is granted, which Agreement shall comply with and be subject to the
terms and conditions of the Plan. The Agreement may contain such other terms,
provisions and conditions which are not inconsistent with the Plan (including
pre-established performance objectives and forfeiture of option gain for
competition with the Company) as may be determined by the Committee, provided
that options designated as incentive stock options shall meet all of the
conditions for incentive stock options as defined in Section 422 of the Code.
The date of grant of an option shall be as determined by the Committee. More
than one option may be granted to an optionee.
(e) The option price or prices of shares of the Company's Common
Stock for non-qualified and incentive stock options shall be no less than the
fair market value of such Common Stock at the time the option is granted as
determined by the Committee. Except for adjustments pursuant to Section 5(a)
(relating to the adjustment of shares), the exercise price for any outstanding
option granted under the Plan may not be decreased after the date of grant nor
may an outstanding option granted under the Plan be surrendered to the Company
as consideration for the grant of a new option with a lower exercise price.
(f) An option granted under the Plan may provide in the
Agreement for the payment of the exercise price by (1) delivery of cash or a
check payable to the order of the Company in an amount equal to the exercise
price of such option, (2) delivery of certificates of shares of Common Stock of
the Company owned by the optionee and acceptable to the Committee having a fair
market value equal in amount to the exercise price of the option being
exercised, or attestation of beneficial ownership of such shares, (3)
authorizing a third party to sell shares of Common Stock (or a sufficient
portion of the shares) acquired upon exercise of the option and remitting to the
Company a sufficient portion of the sales proceeds to pay the exercise price,
(4) using the proceeds of a recourse loan from the Company to pay the exercise
price, or (5) any combination thereof. The fair market value of any shares of
the Company's Common Stock which may be delivered (actually or by attestation)
upon exercise of an option shall be determined by the Committee.
(g) To the extent that the right to purchase shares under an
option has accrued and is in effect, an option may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
person or persons exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provided in subparagraph (f) above.
(h) Each option granted under the Plan shall, subject to Section
5 hereof, be exercisable at such time or times and during such period as shall
be set forth in the Agreement; provided, however, that no option granted under
the Plan shall have a term in excess of ten (10) years from the date of grant.
(i) Except as provided in the Agreement, the right of any opyionee to
exercise any option granted to him or her shall not be assignable or
transferable by such optionee otherwise than by will or the laws of descent and
distribution, and any such option shall be exercisable during the lifetime of
such optionee only by him or her. Any option granted under the Plan shall be
null and void and without effect upon any attempted assignment or transfer,
except as herein provided, including without limitation any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such option.
5. Recapitalizations, Reorganizations, and Other Adjustments.
----------------------------------------------------------
(a) In the event that the outstanding shares of the Common Stock
of the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
any reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination of shares, spin-off, distribution of assets, or
dividends payable in capital stock, appropriate adjustment shall be made in the
number and kind of shares as to which options may be granted under the Plan
(including the share limits of Sections 2(a) and 2(d)), and as to which
outstanding options or portions thereof then unexercised shall be exercisable,
to the end that the proportionate interest of the optionee shall be maintained
as before the occurrence of such event; such adjustment in outstanding options
shall be made without change in the total price applicable to the unexercised
portion of such options and with a corresponding adjustment in the option price
per share.
(b) In addition, unless otherwise determined by the Committee in
its sole discretion, in the case of any (1) sale or conveyance to another entity
of all or substantially all of the property and assets of the Company, or (2)
Change in Control (as hereinafter defined) of the Company, the purchaser(s) of
the Company's assets or stock may, in his, her or its discretion, deliver to the
optionee the same kind of consideration that is delivered to the shareholders of
the Company as a result of such sale, conveyance or Change in Control, or the
Committee may cancel all outstanding options in exchange for consideration in
cash or in kind which consideration in both cases shall be equal in value to the
value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the option price therefor. Upon
receipt of such consideration by the optionee, his or her option shall
immediately terminate and be of no further force and effect. The value of the
stock or other securities the optionee would have received if the option had
been exercised shall be determined in good faith by the Committee, and in the
case of shares of the Common Stock of the Company, in accordance with the
provisions of Section 4(e) hereof. The Committee may provide in any Agreement
that the vesting of any option shall automatically accelerate in full or in part
upon such a sale, conveyance, Change in Control, or other similar event. The
Committee shall also have the power and right to accelerate the exercisability
of any options, notwithstanding any limitations in this Plan or in the Agreement
upon such a sale, conveyance or Change in Control. Upon such acceleration, any
options or portion thereof originally designated as incentive stock options that
no longer qualify as incentive stock options under Section 422 of the Code as a
result of such acceleration shall be redesignated as non-qualified stock
options. A "Change in Control" shall be deemed to have occurred if any person,
or any two or more persons acting as a group, and all affiliates of such person
or persons, who prior to such time owned less than thirty five percent (35%) of
the then outstanding Common Stock of the Company, shall acquire such additional
shares of the Company's Common Stock in one or more transactions, or series of
transactions, such that following such transaction or transactions, such person
or group and affiliates beneficially own thirty five percent (35%) or more of
the Company's Common Stock outstanding.
(c) Upon dissolution or liquidation of the Company, all options
granted under this Plan shall terminate, but each optionee (if at such time in
the employ of or otherwise associated with the Company or any of its
subsidiaries) shall have the right, immediately prior to such dissolution or
liquidation, to exercise his or her option to the extent then exercisable.
(d) In the case of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization, liquidation or
other similar transaction, to which Section 424(a) of the Code applies, then,
notwithstanding any other provision of the Plan, the Committee may grant an
option or options upon such terms and conditions as it may deem appropriate for
the purpose of assumption of the outstanding options, or substitution of new
options for the outstanding option, in conformity with the provisions of such
Section 424(a) of the Code and the Regulations thereunder, and any such action
shall not reduce the number of shares otherwise available for issuance under the
Plan.
(e) No fraction of a share shall be purchasable or deliverable
upon the exercise of any option, but in the event any adjustment hereunder of
the number of shares covered by the option shall cause such number to include a
fraction of a share, such number shall be adjusted to the nearest smaller whole
number of shares.
6. No Special Employment Rights.
----------------------------
Nothing contained in the Plan or in any option granted under the Plan
shall confer upon any option holder any right with respect to the continuation
of his or her employment by the Company (or any subsidiary) or interfere in any
way with the right of the Company (or any subsidiary), subject to the terms of
any separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the rate in existence at the time of the grant of an option. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.
7. Withholding.
------------
As a condition of the exercise of any option granted under the Plan and
the delivery of any shares, the option holder and any permitted transferees or
beneficiaries shall make such arrangements as the Committee may require for the
satisfaction of all applicable tax withholding obligations. With the approval of
the Committee, which it shall have sole discretion to grant, and on such terms
and conditions as the Committee may impose, the option holder may satisfy the
foregoing condition by electing to have the Company withhold from delivery
shares having a value equal to the minimum amount of tax required to be
withheld. The Committee shall also have the right to require that shares be
withheld from delivery to satisfy such condition.
8. Restrictions on Issue of Shares.
-------------------------------
(a) Notwithstanding the provisions of Section 7, the Company may
delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until the delivery or distribution of
any shares under this Plan complies with all applicable laws (including without
limitation, the Securities Act of 1933, as amended), and with the applicable
rules of any stock exchange upon which the shares of the Company are listed or
traded.
(b) It is intended that all exercises of options shall be
effective, and the Company shall use its best efforts to bring about compliance
with all applicable legal and regulatory requirements within a reasonable time,
except that the Company shall be under no obligation to qualify shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issue of shares in
respect of which any option may be exercised, except as otherwise agreed to by
the Company in writing.
9. Approval of Stockholders.
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The Plan shall be subject to approval by a vote of Company stockholders
within twelve (12) months after the adoption of the Plan by the Board of
Directors of the Company and shall take effect as of the date of adoption by the
Board upon such stockholder approval. The Committee may grant options under the
Plan prior to such approval, but any such option shall be conditioned on such
approval and, accordingly, no such option may be exercisable prior to such
approval.
10. Termination and Amendment.
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Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the Board
of Directors of the Company. The Board of Directors may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that except as provided in this Section 10, the Board of
Directors may not, without the approval of the stockholders of the Company
obtained in the manner stated in Section 9, make any change in the Plan which
(i) requires stockholder approval under applicable law or regulations, (ii)
increases the number of shares available for stock options, (iii) expands the
class of participants eligible to receive stock option grants under the Plan, or
(iv) materially increases benefits available under the Plan by expanding the
types of permissible awards (such as by authorizing the grant of stock awards or
stock appreciation rights). The Committee may terminate, amend, or modify any
outstanding option without the consent of the option holder, provided however,
that, except as provided in Section 5, without the consent of the optionee, the
Committee shall not change the number of shares subject to an option, nor the
exercise price thereof, nor extend the term of such option.
11. Limitation of Rights in the Option Shares.
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An optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.
12. Notices.
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Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: General Counsel, and, if to an optionee, to the address as appearing
on the records of the Company.
13. Governing Law.
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The Plan and all determinations made and actions taken with respect
thereto shall be governed by the laws of the Commonwealth of Massachusetts,
without regard to its conflict of law rules.
Approved by the Stockholders: December 14, 2000
April 27 2001
Haemonetics Corporation
400 Wood Road
Braintree, MA 02184
Ladies and Gentlemen:
We are counsel to Haemonetics Corporation, a Massachusetts Corporation
(the "Company"), and as such counsel we are familiar with the corporate
proceedings taken in connection with the adoption of the Company's 2000
Long-Term Incentive Plan (the "Plan"). We are also familiar with the
Registration Statement on Form S-8 to which a copy of this opinion will be
attached as an exhibit.
As such counsel, we have examined the corporate records of the Company
including its Restated Articles of Organization, as amended, By-laws, Minutes of
Meetings of its Board of Directors and Stockholders and such other documents as
we have deemed necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regarding for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is validly existing as a corporation and in good
corporate standing under the laws of the Commonwealth of Massachusetts.
2. The Company has duly authorized the issuance of 80,000,000
shares of common stock, $.01 par value per share ("Common Stock").
3. The shares of Common Stock issuable pursuant to the Plan
have been duly authorized, and when issued in accordance with the terms of the
Plan, such shares will be validly issued, fully paid and nonassessable shares of
capital stock of the Company to which no personal liability will attach.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to reference to us under the caption
"Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
S/Hutchins, Wheeler & Dittmar
A Professional Corporation