As filed with the Securities and Exchange Commission on August 9, 2011.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

STERIS Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Ohio		34-1482024
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5960 Heisley Road

Mentor, Ohio 44060-1868

(Address of Principal Executive Offices) (Zip Code)

 

 

STERIS Corporation 2006 Long-Term Equity Incentive Plan

(As Amended and Restated Effective July 28, 2011)

(Full title of the plan)

 

 

Mark D. McGinley, Esq.

Senior Vice President, General Counsel, and Secretary

STERIS Corporation

5960 Heisley Road

Mentor, Ohio 44060-1868

(440) 354-2600

(Name, address and 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		Proposed maximum offering price per share  (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee
Common Shares, without par value		1,600,000(1)		$29.81		$47,696,000		$5,537.51

(1)	This Registration Statement also covers such additional Common Shares, without par value, of STERIS Corporation (the “Common Shares”) as may become issuable pursuant to the anti-dilution provisions of the STERIS Corporation 2006 Long Term Equity Incentive Plan.

(2)

Estimated solely for calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, on the basis of the average of the high and low prices of the Common Shares on the New York Stock Exchange on August 8, 2011, within five business days prior to filing.

 

 

 

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PART I

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by STERIS Corporation, an Ohio corporation (the “Registrant”), for the purpose of registering an additional 1,600,000 Common Shares, without par value, of the Registrant (the “Common Shares”) under the STERIS Corporation 2006 Long-Term Equity Incentive Plan (the “Plan”). Total awards under the Plan will not exceed in the aggregate 8,200,000 Common Shares. Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of its Registration Statement on Form S-8, Registration No. 333-136239, relating to the Plan, except that the provisions contained in Part II of such earlier Registration Statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and are hereby incorporated by reference by the Registrant and the Plan in this Registration Statement:

 

•

The Registrant’s Annual Report on Form 10-K (File No. 001-14643) for the fiscal year ended March 31, 2011;

 

•

The Registrant’s Quarterly Report on Form 10-Q (File No. 001-14643) for the fiscal quarter ended June 30, 2011;

 

•

The Registrant’s Current Report on Form 8-K (File No. 001-14643) filed with the Commission on August 2, 2011; and

 

•

The description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-14643) filed with the Commission on November 25, 1998.

In addition, all other documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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. Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 5. Interests of Named Experts and Counsel.

The legality of the Common Shares being offered by this registration statement has been passed upon for the Registrant by Mr. Mark D. McGinley. Mr. McGinley is the Senior Vice President, General Counsel, and Secretary of the Registrant. As of August 3, 2011, Mr. McGinley held 25,175 Common Shares and had been granted options to purchase another 91,050 Common Shares.

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		1992 Amended Articles of Incorporation of the Registrant, as amended on May 14, 1996, November 6, 1996, and August 6, 1998 (filed as Exhibit 3.1 to Form 10-K (Commission File No. 1-14643) filed for the fiscal year ended March 31, 2000, and incorporated herein by reference)
5.1		Opinion of Mark D. McGinley, General Counsel of the Registrant
15.1		Letter Regarding Unaudited Financial Information
23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2		Consent of Mark D. McGinley, General Counsel of the Registrant (Included in Exhibit 5.1)
24.1		Power of Attorney

 

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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 Mentor, state of Ohio, on this 9^th day of August, 2011.

 

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.

 

Signatures		Title		Date
*		President, Chief Executive Officer and Director (Principal Executive Officer)		August 9, 2011
Walter M Rosebrough, Jr.
*		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)		August 9, 2011
Michael J. Tokich
*		Director		August 9, 2011
Richard C. Breeden
*		Director		August 9, 2011
Cynthia L. Feldmann
*		Director		August 9, 2011
Jacqueline B. Kosecoff
*		Director		August 9, 2011
David B. Lewis
*		Director		August 9, 2011
Kevin M. McMullen
*		Director		August 9, 2011
Mohsen M. Sohi
*		Director		August 9, 2011
John P. Wareham
*		Director		August 9, 2011
Loyal W. Wilson

 

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*		Director		August 9, 2011
Michael B. Wood

 

*	The undersigned, by signing his name hereto, does sign and execute this Registration Statement on Form S-8 pursuant to a Power of Attorney executed on behalf of the above-indicated officers and directors of the Registrant and filed herewith as Exhibit 24.1 on behalf of the Registrant.

August 9, 2011

 

 

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Exhibit Index

 

Exhibit Number		Description
4.1		1992 Amended Articles of Incorporation of the Registrant, as amended on May 14, 1996, November 6, 1996, and August 6, 1998 (filed as Exhibit 3.1 to Form 10-K (Commission File No. 1-14643) filed for the fiscal year ended March 31, 2000, and incorporated herein by reference)
5.1		Opinion of Mark D. McGinley, General Counsel of the Registrant
15.1		Letter Regarding Unaudited Financial Information
23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2		Consent of Mark D. McGinley, General Counsel of the Registrant (Included in Exhibit 5.1)
24.1		Power of Attorney

 

5

Exhibit 5.1

August 9, 2011

STERIS Corporation

5960 Heisley Road

Mentor, Ohio 44060-1834

 

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

I am Senior Vice President, General Counsel, and Secretary of STERIS Corporation, an Ohio corporation (the “Company”). In connection with the opinions expressed herein, I or other lawyers in the Company’s Legal Department have examined such documents, records and matters of law as I have deemed necessary for purposes of such opinions.

Based upon the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, I am of the opinion that the additional One Million Six Hundred Thousand of the Company’s common shares, without par value (the “Common Shares”), that may be issued and sold pursuant to the STERIS Corporation 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective July 28, 2011 (the “Plan”) and that are to be registered with the Securities and Exchange Commission on Form S-8 will be, when issued and sold in accordance with such Plan, duly authorized, validly issued, fully paid and nonassessable; provided that the Company at such time has sufficient Common Shares held in Treasury and/or authorized but unissued Common Shares remaining under its articles of incorporation.

My examination of matters of law in connection with the opinions expressed herein has been limited by the procedures I have employed, and accordingly the opinions herein are limited to the laws of the State of Ohio. I express no opinion with respect to the laws of any other jurisdiction and disclaim any undertaking to advise of any change that may occur after the date hereof.

In rendering the opinion above, I have assumed that the resolutions authorizing the Company to issue or deliver or sell the Common Shares pursuant to the Plan and the applicable award agreements will be in full force and effect at all times at which such Common Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions. In addition, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

I have assumed, for purposes of the opinions expressed herein, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to me as conformed or reproduction copies.

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I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the additional Common Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933 (the “Act”). In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Exhibit 15.1

Board of Directors and Shareholders

STERIS Corporation

We are aware of the incorporation by reference in the Registration Statement on Form S-8 pertaining to the STERIS Corporation 2006 Long-Term Equity Incentive Plan of our report dated August 9, 2011 relating to the unaudited consolidated interim financial statements of STERIS Corporation that are included in its Form 10-Q for the quarter ended June 30, 2011.

/s/ Ernst & Young LLP

Cleveland, Ohio

August 9, 2011

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the STERIS Corporation 2006 Long-Term Equity Incentive Plan of our reports dated May 27, 2011, with respect to the consolidated financial statements of STERIS Corporation and subsidiaries, and the effectiveness of internal control over financial reporting of STERIS Corporation and subsidiaries, included in its Annual Report (Form 10-K) for the year ended March 31, 2011, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

August 9, 2011

Exhibit 24.1

STERIS CORPORATION

REGISTRATION STATEMENT ON FORM S-8

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of STERIS Corporation, an Ohio corporation (the “Registrant”), hereby constitutes and appoints Walter M Rosebrough, Jr., Michael J. Tokich and Mark D. McGinley, and each of them, his or her true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution and revocation, for him or her and in his or her name, place and stead, to sign on his or her behalf as an officer or director of the Registrant a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain Common Shares of the Registrant to be offered in connection with the amendment and restatement of the STERIS Corporation 2006 Long-Term Equity Incentive Plan and to sign any and all amendments or post-effective amendments to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, 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 they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 28^th day of July 2011.

 

/s/ Richard C. Breeden				/s/ Cynthia L. Feldmann
Richard C. Breeden, Director				Cynthia L. Feldmann, Director
/s/ Jacqueline B. Kosecoff				/s/ David B. Lewis
Jacqueline B. Kosecoff, Director				David B. Lewis, Director
/s/ Kevin M. McMullen				/s/ Mohsen M. Sohi
Kevin M. McMullen, Director				Mohsen M. Sohi, Director
/s/ John P. Wareham				/s/ Loyal W. Wilson
John P. Wareham, Chairman of the Board				Loyal W. Wilson, Director
/s/ Michael B. Wood				/s/ Walter M Rosebrough, Jr.
Michael B. Wood, Director				Walter M Rosebrough, Jr. President and Chief Executive Officer (Principal Executive Officer), Director
/s/ Michael J. Tokich
Michael J. Tokich
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)