Registration No. ________
As filed with the Securities and Exchange Commission on May 20, 2002
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRITICARE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2765381
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
29025 Crossroads Circle
Waukesha, Wisconsin 53186
(Address of principal executive offices) (ZIP Code)
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CRITICARE SYSTEMS, INC.
1992 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
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Copy to:
EMIL H. SOIKA BENJAMIN G. LOMBARD, ESQ.
President and Chief Reinhart Boerner Van Deuren s.c.
Executive Officer 1000 North Water Street, Suite 2100
Criticare Systems, Inc. Milwaukee, Wisconsin 53202
29025 Crossroads Circle
Waukesha, Wisconsin 53186
(Name and address of agent for service)
262-798-8282
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share Price (1) Fee
---------- ---------- --------- --------- ------------
Common Stock,
$.04 par value 500,000 shares $5.28 (1)(2) $2,640,000 $243
(1) For the purpose of computing the registration fee, Criticare Systems, Inc.
(the "Registrant") has used $5.28 as the average of the high and low prices
of the Common Stock as reported on May 17, 2002 on the Nasdaq National
Market for the offering price per share, in accordance with Rule 457(c) and
(h).
(2) The actual offering price will be determined in accordance with the terms
of the Plan.
PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement has been filed to register additional shares of
the Registrant's common stock made available under the Criticare Systems, Inc.
1992 Employee Stock Option Plan by reason of an amendment thereto approved by
the shareholders of the Registrant. Pursuant to General Instruction E to Form
S-8, the contents of the Registrant's earlier Registration Statement on Form S-8
(Registration No. 33-33497) are incorporated by reference and made a part
hereof.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Registrant.
4.2 By-Laws of the Registrant.
4.3 Rights Agreement.
5 Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of
the stock being registered.
23.1 Consent of BDO Siedman, LLP.
23.3 Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5).
24 Power of Attorney (included on the signature page hereto).
2
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 Waukesha, State of Wisconsin, on May 7, 2002.
CRITICARE SYSTEMS, INC.
(Registrant)
By /s/ Emil H. Soika
---------------------------
Emil H. Soika, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Emil H. Soika and Michael J. Sallmann his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her and in his or her 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, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting onto each said attorney-in-fact and
agent 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his or her substitute
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 date indicated.
SIGNATURE TITLE DATE
/s/ Emil H. Soika
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Emil H. Soika President, Chief Executive
Officer and Director
(Principal Executive Officer) May 7, 2002
/s/ Karsten Houm
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Karsten Houm Chairman of the Board
and Director May 7, 2002
/s/ Michael J. Sallmann
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Michael J. Sallmann Vice President-Finance and Secretary
(Principal Financial Officer and
Principal Accounting Officer) May 7, 2002
/s/ Milton Datsopoulos
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Milton Datsopoulos Director May 7, 2002
/s/ N.C. Joseph Lai
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N.C. Joseph Lai Director May 13, 2002
/s/ Jeffrey T. Barnes
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Jeffrey T. Barnes Director May 13, 2002
/s/ Higgins D. Bailey
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Higgins D. Bailey Director May 9, 2002
/s/ Stephen K. Tannenbaum
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Stephen K. Tannenbaum Director May 8, 2002
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CRITICARE SYSTEMS, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 000-16061)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
4.1 Restated Certificate of The Registrant's Registration
Incorporation of the Registrant Statement filed on Form S-1,
registration number 33-13050
4.2 By-Laws of the Registrant The Registrant's Registration
Statement filed on Form S-1,
registration number 33-13050
4.3 Rights Agreement Registrant's Current Report on
Form 8-K filed on April 18, 1997
5 Opinion of Counsel. X
23.1 Consent of BDO Siedman, LLP X
23.3 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Power of Attorney Signature Page to Registration
Statement
4