As filed with the Securities and Exchange Commission on January 4, 2002.
Registration No. 333-_______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SULZER MEDICA LTD
(Exact name of registrant as specified in its charter)
SWITZERLAND NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Trade Center Zurich
CH-8050 Zurich
Switzerland NOT APPLICABLE
(Address of Principal Executive Offices) (Zip Code)
SULZER MEDICA 2001 STOCK OPTION PLAN
(Full title of the plan)
SULZER MEDICA LTD
3 EAST GREENWAY PLAZA, SUITE 1600
HOUSTON, TEXAS 77046-0391
ATTENTION: DAVID S. WISE
(Name and address of agent for service)
713/561-6300
(Telephone number, including area code, of agent for service)
Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
713/651-5151
ATTENTION: LAURA J. MCMAHON
------------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED BE REGISTERED SHARE(1) PRICE(1) FEE
----------------------------------------------------------------------------------------------------------------------------
American Depositary Shares ("ADSs")
and each 1/10th of a registered
share, par value CHF 30 per
registered share, underlying
such ADSs 1,450,000(2) $4.425 $6,416,250.00 $ 1,534.00
============================================================================================================================
(1) Estimated in accordance with Rule 457(c) and (h) solely for the
purpose of calculating the registration fee on the basis of the average
of the high and low prices of the ADSs as reported by the New York
Stock Exchange on January 2, 2002.
(2) Includes an indeterminable number of ADSs (and registered shares
underlying such ADSs) issuable as a result of the anti-dilution
provisions of the Sulzer Medica 2001 Stock Option Plan.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
a. The following documents are hereby incorporated by reference in this
Registration Statement:
(i) the description of American Depositary Shares of the
Registrant contained in the Registration Statement on Form
F-6, as amended (Registration No. 333-7086), and the
Registration Statement on Form 8-A of the Registrant, filed
with the Securities and Exchange Commission on June 18, 1997,
including any amendment thereto or report filed for the
purpose of updating such description;
(ii) the Registrant's Report on Form 20-F for the year ended
December 31, 2000, filed with the Securities and Exchange
Commission on June 18, 2001;
(iii) the Registrant's Report on Form 6-K for the month of March
2001, filed with the Securities and Exchange Commission on
March 26, 2001;
(iv) the Registrant's Report on Form 6-K for the month of March
2001, filed with the Securities and Exchange Commission on
March 28, 2000;
(v) the Registrant's Report on Form 6-K for the month of May 2001,
filed with the Securities and Exchange Commission on May 9,
2001;
(vi) the Registrant's Report on Form 6-K for the month of May 2001,
filed with the Securities and Exchange Commission on May 23,
2001;
(vii) the Registrant's Report on Form 6-K for the month of June
2001, filed with the Securities and Exchange Commission on
June 4, 2001;
(viii) the Registrant's Report on Form 6-K for the month of July
2001, filed with the Securities and Exchange Commission on
July 11, 2001;
(ix) the Registrant's Report on Form 6-K for the month of August
2001, filed with the Securities and Exchange Commission on
August 16, 2001; and
(x) the Registrant's Report on Form 6-K for the month of September
2001, filed with the Securities and Exchange Commission on
September 20, 2001.
(xi) the Registrant's Report on Form 6-K for the month of November
2001, filed with the Securities and Exchange Commission on
November 14, 2001.
II-2
b. All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and 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
hereof from the date of filing of such documents. The Registrant may incorporate
such Reports on Form 6-K by identifying in such Reports on Form 6-K that they
are being incorporated by reference into 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.
Not applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 -- Articles of Association (English translation included) of
the Registrant, as amended (incorporated by reference to
Exhibit 1 to Registrant's Annual Report on Form 20-F for the
year ended December 31, 1998).
3.2 -- Organizational Regulations (English translation included)
of the Registrant, as amended (incorporated by reference to
Exhibit 3.2 to Amendment No. 2 to Registrant's Registration
Statement on Form F-1 (Registration No. 333-7068)).
4.1 -- Specimen Registered Share of the Registrant (incorporated
by reference to Exhibit 4.2 to Amendment No. 2 to the
Registrant's Registration Statement on Form F-1
(Registration No. 333-7068)).
4.2 -- Form of Deposit Agreement among Sulzer Medica Ltd.,
Citibank, N.A., as Depositary, and holders from time to time
of American Depositary Receipts issued thereunder, including
the form of the American Depositary Receipt attached thereto
as Exhibit A (incorporated by reference to Exhibit (A) to
Amendment No. 1 to the Registrant's Registration Statement
on Form F-6 (Registration No. 333-7086)).
*4.3 -- Sulzer Medica 2001 Stock Option Plan (as amended).
*23.1 -- Consent of PricewaterhouseCoopers AG, independent
accountants.
*24.1 -- Powers of Attorney (contained on page II-5).
-----------------
* Filed herewith.
II-3
ITEM 9. UNDERTAKINGS.
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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this 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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% 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 this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (i) and (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, as amended (the "Exchange Act"), that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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
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 and will be governed by the final
adjudication of such issue.
II-4
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 Houston, Texas, on the 2nd day of January, 2002.
SULZER MEDICA LTD
By: /s/ DAVID WISE
--------------------------------------
David Wise
Authorized Representative
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Stephan Rietiker, President and Chief
Executive Officer of the Registrant, and David S. Wise, Group Vice President and
General Counsel of Sulzer Medica USA Inc., and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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/ STEPHAN RIETIKER President and Chief Executive Officer January 2, 2002
--------------------------------------------- (Principal Executive Officer)
Stephan Rietiker
/s/ URS KAMBER Chief Financial Officer January 2, 2002
---------------------------------------------
Urs Kamber
/s/ STEFFEN GAY Director January 2, 2002
---------------------------------------------
Steffen Gay
/s/ MAX LINK Director January 2, 2002
---------------------------------------------
Max Link
/s/ LARRY L. MATHIS Director January 2, 2002
---------------------------------------------
Larry L. Mathis
/s/ DAVID WISE Authorized Representative in the United States January 2, 2002
---------------------------------------------
David Wise
II-5
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
3.1 Articles of Association (English translation included) of the Registrant, as amended
(incorporated by reference to Exhibit 1 to Registrant's Annual Report on Form 20-F for the
year ended December 31, 1998).
3.2 Organizational Regulations (English translation included) of the Registrant, as amended
(incorporated by reference to Exhibit 3.2 to Amendment No. 2 to Registrant's Registration
Statement on Form F-1 (Registration No. 333-7068)).
4.1 Specimen Registered Share of the Registrant (incorporated by reference to Exhibit 4.2 to
Amendment No. 2 to the Registrant's Registration Statement on Form F-1 (Registration No.
333-7068)).
4.2 Form of Deposit Agreement among Sulzer Medica Ltd., Citibank, N.A., as Depositary, and
holders from time to time of American Depositary Receipts issued thereunder, including the
form of the American Depositary Receipt attached thereto as Exhibit A (incorporated by
reference to Exhibit (A) to Amendment No. 1 to the Registrant's Registration Statement on
Form F-6 (Registration No. 333-7086)).
*4.3 Sulzer Medica 2001 Stock Option Plan (as amended).
* 23.1 Consent of PricewaterhouseCoopers AG, independent accountants.
* 24.1 Powers of Attorney (contained on page II-5).
---------------------
* Filed herewith
II-6