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
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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
1992 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 (2)
- ----------------- -------------- --------- ------------- ------------
Common Stock, par value 132,087 $15.1563 $ 2,001,950.20
$.01 per share
Common Stock, par value 80,014 $15.4063 $ 1,232,719.69
$.01 per share
Common Stock, par value 30,990 $15.4375 $ 478,408.13
$.01 per share
Common Stock, par value 128,426 $15.6250 $ 2,006,656.25
$.01 per share
Common Stock, par value 91,574 $15.6563 $ 1,433,710.02
$.01 per share
Common Stock, par value 528,329 $15.8750 $ 8,387,222.88
$.01 per share
Common Stock, par value 34,056 $16.5000 $ 561.924.00
$.01 per share
Common Stock, par value 124,618 $17.0000 $ 2,118,506.00
$.01 per share
Common Stock, par value 166,126 $17.4375 $ 2,896,822.13
$.01 per share
Common Stock, par value 208,535 $17.6250 $ 3,675,429.38
$.01 per share
Common Stock, par value 18,750 $17.7500 $ 332,812.50
$.01 per share
Common Stock, par value 191,203 $18.0000 $ 3,441,654.00
$.01 per share
Common Stock, par value 26,676 $18.3750 $ 490,171.50
$.01 per share
Common Stock, par value 3,500 $18.6550 $ 65,292.50
$.01 per share
Common Stock, par value 2,500 $18.7188 $ 46,797.00
$.01 per share
Common Stock, par value 40,000 $18.9375 $ 757,500.00
$.01 per share
Common Stock, par value 62,500 $18.9688 $ 1,185,550.00
$.01 per share
Common Stock, par value 89,234 $19.4063 $ 1,731,701.77
$.01 per share
Common Stock, par value 20,000 $19.5625 $ 391,250.00
$.01 per share
Common Stock, par value 15,000 $19.8125 $ 297,187.50
$.01 per share
Common Stock, par value 50,600 $22.5313 $ 1,140,083.78
$.01 per share
Common Stock, par value 529 $22.6250 $ 11,968.63
$.01 per share
Common Stock, par value 50,000 $22.7188 $ 1,135,940.00
$.01 per share
Common Stock, par value 821,802 $22.9063 $18,824,443.15
$.01 per share
Common Stock, par value 135,000 $23.7813 $ 3,210,475.50
$.01 per share
Common Stock, par value 25,000 $24.5625 $ 614,062.50
$.01 per share
Common Stock, par value 250,000 $26.2813 $ 6,570,325.00
$.01 per share
Common Stock, par value 10,000 $27.3438 $ 273,438.00
$.01 per share --------- -------------
Total 3,337,049 $65,314,001.98 $16,329
(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 3,337,049
shares registered on the basis of the price of which options may be
exercised.
NOTE:
This Registration Statement is being filed solely for the purpose
of registering 3,337,049 additional shares of common stock of Haemonetics
Corporation issuable pursuant to the 1992 Long Term Incentive Plan (the
"1992 Plan"). A total of 1,710,000 shares of common stock were previously
registered on Form S-8 (Registration No. 33-70934). Pursuant to instruction
E to Form S-8, the contents of the Registration Statement on Form S-8
(Registration No. 33-70934) are herein incorporated by reference.
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock
offered hereby will be passed upon for the Company by Alicia R. Lopez,
Senior Vice President and General Counsel, Haemonetics Corporation. Ms.
Lopez owns or has the right to acquire 115,977 shares of common stock.
Item 8. Exhibits
Number Description
4A Haemonetics Corporation 1992 Long-Term Incentive Plan. (Filed as
Exhibit 4A to the Company's Registration Statement on Form S-8
No. 33-70934 and incorporated by reference herein).
5 Legal opinion as to legality of shares being registered and
consent.
23 Consents of Experts - included in Registration Statement under
heading "Consent of Independent Public Accountants."
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 June 6, 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
Chairman of the Board June 6, 2001
- ----------------------------
Sir Stuart Burgess of Directors
s/James L. Peterson President, Chief Executive June 6, 2001
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James L. Peterson Officer, Director
s/Ronald J. Ryan Senior Vice President and June 6, 2001
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Ronald J. Ryan Chief Financial
Officer (Principal Financial
and Accounting Officer)
Senior Vice President -- June 6, 2001
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Yutaka Sakurada Haemonetics Corporation
and President -- Haemonetics
Japan, Director
s/Donna C. E. Williamson Director June 6, 2001
- -----------------------------
Donna C. E. Williamson
s/Harvey G. Klein, M.D. Director June 6, 2001
- -------------------------------
Harvey G. Klein, M.D.
s/Benjamin L. Holmes Director June 6, 2001
- ------------------------------
Benjamin L. Holmes
Director June 6, 2001
- ------------------------------
Ronald G. Gelbman
s/N. Colin Lind Director June 6, 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,
June 6, 2001
June 6, 2001
Haemonetics Corporation
400 Wood Road
Braintree, MA 02184
Ladies and Gentlemen:
I am counsel to Haemonetics Corporation, a Massachusetts Corporation
(the "Company"), and as such counsel I am familiar with the corporate
proceedings taken in connection with the adoption of the Company's 1992
Long-Term Incentive Plan (the "Plan"). I am 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, I 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
I have deemed necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regard for such legal
considerations as I deem relevant, I am 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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to reference to me under the caption
"Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
s/s Alicia R. Lopez
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Alicia R. Lopez
Senior Vice President and
General Counsel