As filed with the Securities and Exchange Commission on June 12, 2014 | ||
Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANALOGIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts | 04-2454372 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
8 Centennial Drive Peabody, Massachusetts |
01960 | |
(Address of Principal Executive Offices) | (Zip Code) |
Amended and Restated 2009 Stock Incentive Plan
(Full Title of the Plan)
John J. Fry
Sr. Vice President, General Counsel, and Secretary
Analogic Corporation
8 Centennial Drive
Peabody, Massachusetts 01960
(Name and Address of Agent For Service)
978-326-4000
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.05 par value per share |
2,253,518 shares | $69.33 (2) | $156,236,402.94 (2) | $20,124.00 | ||||
| ||||||||
|
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Select Market on June 5, 2014. |
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer and sale of an additional 2,253,518 shares of the registrants common stock, $0.05 par value per share, to be issued under the registrants Amended and Restated 2009 Stock Incentive Plan. Except as otherwise set forth below, this registration statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-164735, filed on February 5, 2010 and the registration statement on Form S-8, File No. 333-179187, filed on January 26, 2012.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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 Peabody, Commonwealth of Massachusetts, on this 12th day of June, 2014.
ANALOGIC CORPORATION | ||
By: | /s/ James W. Green | |
James W. Green President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Analogic Corporation, hereby severally constitute and appoint James W. Green, Michael L. Levitz and John J. Fry, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Analogic Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
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/ James W. Green |
President, Chief Executive Officer and Director (Principal executive officer) | June 12, 2014 | ||
James W. Green | ||||
/s/ Michael L. Levitz |
Sr. Vice President, Chief Financial Officer and Treasurer (Principal financial officer) | June 12, 2014 | ||
Michael L. Levitz | ||||
/s/ Gina R. Consylman |
Vice President, Corporate Controller (Principal accounting officer) | June 12, 2014 | ||
Gina R. Consylman | ||||
/s/ Edward F. Voboril |
Chairman of the Board | June 12, 2014 | ||
Edward F. Voboril | ||||
/s/ Bernard C. Bailey |
Director | June 12, 2014 | ||
Bernard C. Bailey | ||||
/s/ Jeffrey P. Black |
Director | June 12, 2014 | ||
Jeffrey P. Black | ||||
/s/ James J. Judge |
Director | June 12, 2014 | ||
James J. Judge | ||||
/s/ Kevin C. Melia |
Director | June 12, 2014 | ||
Kevin C. Melia |
/s/ Michael T. Modic |
Director | June 12, 2014 | ||
Michael T. Modic | ||||
/s/ Fred B. Parks |
Director | June 12, 2014 | ||
Fred B. Parks | ||||
/s/ Sophie V. Vandebroek |
Director | June 12, 2014 | ||
Sophie V. Vandebroek |
INDEX TO EXHIBITS
Number |
Description | |
4.1(1) | Restated Articles of Organization of the Registrant, as amended | |
4.2(2) | By-Laws of the Registrant, as amended | |
5 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) | |
23.2 | Consent of PricewaterhouseCoopers LLP | |
24 | Power of attorney (included on the signature pages of this registration statement) | |
99.1(3) | Amended and Restated 2009 Stock Incentive Plan |
(1) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Current Report on Form 8-K filed on January 30, 2009 and incorporated herein by reference. |
(2) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Current Report on Form 8-K filed on February 3, 2010 and incorporated herein by reference. |
(3) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Current Report on Form 8-K filed on January 27, 2014 and incorporated herein by reference. |