AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 2006
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED HEALTHCARE PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 25-1370721
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1720 SUBLETTE
ST. LOUIS, MISSOURI 63110
(Address of Principal Executive Offices) Zip Code
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ALLIED HEALTHCARE, INC. 1999 INCENTIVE STOCK PLAN
INCENTIVE STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full titles of plans)
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DANIEL C. DUNN
VICE PRESIDENT FINANCE
ALLIED HEALTHCARE PRODUCTS, INC.
1720 SUBLETTE AVENUE, ST. LOUIS, MISSOURI 63110
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (314) 771-2400
Copy to:
CHARLES E. H. LUEDDE, ESQ.
GREENSFELDER, HEMKER & GALE, P.C.
10 SOUTH BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Aggregate Amount of
to Be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
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COMMON SHARES, 1,075,000
NO PAR VALUE(3) SHARES $2.19 - 5.875 $4,112,783 $440.07
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(1) 1,000,000 Common Shares are reserved for the 1999 Incentive Stock Plan, and
75,000 Common Shares are reserved for the Incentive Stock Plan for
Non-Employee Directors.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to clauses (c) and (h) of Rule 457 under the Securities Act of
1933. The proposed maximum offering price per share and proposed maximum
offering price of the 577,000 outstanding options granted under the 1999
Incentive Stock Plan is based on the average weighted exercise price of
$2.19 per share; the proposed maximum offering price per share and proposed
maximum offering price of the 5,500 outstanding options granted under the
Incentive Stock Plan for Non-Employee Directors is based on the exercise
price of $5.63. The proposed maximum price per share and aggregate maximum
offering price of the remaining 482,500 shares is based on the average of
the high and low prices for the Common Stock reported on NASDAQ NMS on
February 27, 2006.
(3) Also includes the related Preferred Stock Purchase Rights and Preferred
Stock, $0.01 per share, which accompany the Common Stock in accordance with
the Preferred Stock Rights Plan registered under Section 12(g) on August
23, 1996.
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TABLE OF CONTENTS
Page
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PART I
Item 1. Plan Information. II-1
Item 2. Registered Information and Employee Plan Annual Information II-1
PART II
Item 3. Incorporation of Documents by Reference II-1
Item 4. Description of Securities II-1
Item 5. Interests of Named Experts and Counsel II-1
Item 6. Indemnification of Directors and Officers II-1
Item 7. Exemption From Registration Claimed II-2
Item 8. Exhibits II-2
Item 9. Undertakings II-2
SIGNATURES II-4
EXHIBIT INDEX II-5
EXHIBITS 5.1 and 23.3
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 24.1
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be sent or
given to each recipient of an award under each of the Company's 1999 Incentive
Stock Plan and the Company's Incentive Stock Plan for Non-Employee Directors as
specified by Rule 428(b)(1) promulgated under the Securities Act. In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this registration statement, taken
together, constitute the prospectus as required by Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Allied Healthcare Products, Inc. (the
"Registrant") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Registrant'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
that contains audited financial statements for the Registrant'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 prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Registrant
contained in the Registrant's registration statements filed under Section
12 of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the DGCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. The
Restated Certificate of Incorporation of the
II-1
Company, as amended, eliminates the personal liability for monetary damages of
directors under certain circumstances. The by-laws of the Company provide
indemnification to directors, officers and other employees of the Company to the
fullest extent permitted by the DGCL. The Company has also executed
indemnification agreements with the directors, officers and certain other
employees of the Company. Such indemnification agreements contain provisions
which purport to provide indemnification, where not limited by applicable law,
for amounts paid by such individuals in settlement of shareholder derivative
actions. Additionally, the Company maintains customary directors' and officers'
liability insurance protecting officers and directors against certain
liabilities which they may incur in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Rights Agreement, dated August 7, 1966, between the Company and The
Boatmen's National Bank of St. Louis (now Bank of America, N.A.)
concerning Preferred Stock Purchase Rights and Preferred Stock.
Incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed August 23, 1996. SEC File No. 0-19266.
5.1 Opinion of Greensfelder, Hemker & Gale, P.C..
23.1 Consent of RubinBrown LLP.
23.2 Consent of PriceWaterhouseCoopers LLP
23.3 Consent of Greensfelder, Hemker & Gale, P.C. (included in Exhibit
5.1).
24.1 Form of Power of Attorney
ITEM 9. UNDERTAKINGS.
(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.
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(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 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) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 St. Louis, State of Missouri on March 6, 2006.
ALLIED HEALTHCARE PRODUCTS, INC.
By: Daniel C. Dunn
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Daniel C. Dunn
Vice President - Finance and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 6, 2006.
Signature Title
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(1) Principal Executive Officer:
Earl R. Refsland Chief Executive Officer,
------------------------------------------- President and Director
Earl R. Refsland
(2) Principal Financial and Accounting Officer:
Daniel C. Dunn Vice President,
------------------------------------------- Chief Financial Officer and
Daniel C. Dunn Secretary
(3) Directors:
s/ Judith T. Graves* Director
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JUDITH T. GRAVES
s/ James B. Hickey, Jr.* Director
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JAMES B. HICKEY, Jr.
s/ William A. Peck* Director
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WILLIAM A. PECK
s/ John D. Weil* Director
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JOHN D. WEIL
* by Daniel C. Dunn, attorney-in-fact
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EXHIBIT INDEX
Exhibit Number Document Description
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4.1 Rights Agreement, dated August 7, 1966, between the Company and
The Boatmen's National Bank of St. Louis (now Bank of America,
N.A.) concerning Preferred Stock Purchase Rights and Preferred
Stock. Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed August 23, 1996. SEC
File No. 0-19266.
5.1 Opinion of Greensfelder, Hemker & Gale, P.C.
23.1 Consent of RubinBrown LLP.
23.2 Consent of PriceWaterhouseCoopers LLP
23.3 Consent of Greensfelder, Hemker & Gale, P.C. (included in
Exhibit 5.1).
24.1 Form of Powers of Attorney.
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