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Registration No. 333-1610
As filed with the Securities and Exchange Commission on May 14, 1996.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STERIS CORPORATION
(Exact name of Registrant as specified in its charter)
OHIO 43-1482024
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5960 HEISLEY ROAD
MENTOR, OHIO 44060-1868
(Address of principal executive offices)
AMSCO INTERNATIONAL, INC. STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENTS DATED JANUARY 4, 1991
NON-QUALIFIED STOCK OPTION AGREEMENT DATED JUNE 6, 1993
NON-QUALIFIED STOCK OPTION AGREEMENTS (Option A, Option B, and Option C)
DATED JULY 11, 1995
MICHAEL A. KERESMAN, III, SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
SECRETARY
STERIS CORPORATION
5960 HEISLEY ROAD
MENTOR, OHIO 44060-1868
(216) 354-2600
(Name, address, and telephone number, including area code, of
agent for service)
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As of the date of this Registration Statement, STERIS Acquisition Corporation,
a Delaware corporation ("STERIS Acquisition"), a newly-formed wholly-owned
subsidiary of STERIS Corporation, an Ohio corporation ("STERIS"), is merging
with and into AMSCO International, Inc., a Delaware corporation ("AMSCO"), with
AMSCO being the surviving corporation and becoming a wholly-owned subsidiary of
STERIS.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), by the Registrant, STERIS, are hereby incorporated by
reference into this Post-Effective Amendment No. 1 to Form S-4 on Form S-8
Registration Statement (the "Registration Statement"): (a) STERIS's Annual
Report on Form 10-K for the fiscal year ended March 31, 1995 filed with the SEC
on June 28, 1995 (the "1995 STERIS 10-K"); (b) STERIS's Quarterly Reports on
Form 10-Q for the quarters ended June 30, September 30, and December 31, 1995
filed with the SEC on July 25, 1995, November 2, 1995 and February 13, 1996,
respectively; (c) STERIS's Current Report on Form 8-K dated December 16, 1995
filed with the SEC on December 26, 1995; and (d) the description of the Common
Shares, with no par value, of STERIS ("STERIS Common Shares") contained in
STERIS's Registration Statement on Form 8-A filed with the SEC on May 1, 1992
pursuant to Section 12(g) of the Exchange Act.
The following documents filed with the SEC under the Exchange Act by
AMSCO are hereby incorporated by reference into this Registration Statement:
(a) AMSCO's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 filed with the SEC on March 26, 1996; and (b) all other reports filed by
AMSCO pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31,
1995.
The information contained in this Registration Statement should be read
together with the information in the documents incorporated by reference.
All documents filed by STERIS under Section 13(a), 13(c), 14, and 15(d)
of the Exchange Act after the date of this Registration Statement 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 such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the General Corporation Law of the State of Ohio ("Ohio Law"),
Ohio corporations are permitted to indemnify directors, officers, employees,
and agents within prescribed limits and must indemnify them under certain
circumstances. Ohio Law does not authorize the payment by a corporation of
judgments against a director, officer, employee, or agent after a finding of
negligence or misconduct in a derivative suit absent a court order determining
that such person is fairly and reasonably entitled to indemnification.
Indemnification is required, however, to the extent such person succeeds on the
merits. In all other cases, if it is determined that a director, officer,
employee, or agent acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
indemnification is discretionary except as otherwise provided by a
corporation's articles of incorporation, code of regulations, or contract,
except with respect to the advancement of expenses of directors.
The STERIS 1992 Amended Regulations (the "STERIS Regulations") provide
that STERIS will, in all actions other than derivative actions, indemnify any
director, officer, employee, or agent of STERIS, or any person serving as a
director, trustee, officer, employee, or agent of another entity at the request
of STERIS, against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit, or proceeding unless it is proved by clear
and convincing evidence that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to STERIS or
undertaken with reckless disregard for the best interests of STERIS. With
respect to derivative actions, the STERIS Regulations provide that STERIS will
indemnify any director, officer, employee, or agent of STERIS, or any person
serving as a director, officer, employee, or agent of another entity at the
request of STERIS, against expenses actually and reasonably incurred in the
defense and settlement of the action unless it is proved by clear and
convincing evidence that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to STERIS or
undertaken with reckless disregard for the best interests of STERIS.
Notwithstanding the preceding sentence, STERIS will indemnify such directors,
officers, employees, and agents in a derivative action if the court in which
the action was brought determines that, despite the proof but in view of all
the circumstances of the case, he is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
The statutory right to indemnification is not exclusive in Ohio, and
Ohio corporations may, among other things, purchase insurance to indemnify
those persons. The STERIS Regulations likewise provide that STERIS may
purchase insurance to indemnify directors, officers, employees, or agents of
STERIS.
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With respect to the advancement of expenses, Ohio Law provides that a
director (but not an officer, employee, or agent) is entitled to mandatory
advancement of expenses, including attorneys' fees, incurred in defending any
action, including derivative actions, brought against the director, provided
that the director agrees to cooperate with the corporation concerning the
matter and to repay the amount advanced if it is proven by clear and convincing
evidence that his act or failure to act was done with deliberate intent to
cause injury to the corporation or with reckless disregard for the
corporation's best interests. The STERIS Regulations provide that STERIS will
advance expenses to a director (unless the action or suit is one in which the
liability of the director under Section 1701.95 of the Ohio Law is the only
liability asserted), officer, employee, or agent of STERIS in defending any
action, suit, or proceeding, whether derivative or otherwise, provided that
such director, officer, employee, or agent agrees to both (a) repay the amount
advanced if it is proven by clear and convincing evidence that his or her
action or failure to act involved an act or omission undertaken with deliberate
intent to cause injury to STERIS or undertaken with reckless disregard for the
best interests of STERIS and (b) to cooperate with STERIS concerning the
action, suit, or proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The Exhibits to Registration Statement are listed in the Index to
Exhibits on page 7 of this Registration Statement.
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. 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 and of the estimated maximum offering
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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 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
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 registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or 15(d) of the Exchange Act 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.
(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 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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
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 14th day of May,
1996.
STERIS CORPORATION
Registrant
/s/ Michael A. Keresman, III
____________________________________
Michael A. Keresman, III,
Senior Vice President, Chief
Financial Officer and
Secretary
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.
Title and Description Date
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Bill R. Sanford, Chairman of the Board, President, Chief May 14, 1996
Executive Officer, and Director (Principal Executive Officer);
Michael A. Keresman, III, Senior Vice President, Chief
Financial Officer, and Secretary (Principal Financial
and Accounting Officer), Raymond A. Lancaster, Director,
Thomas J. Magulski, Director, J.B. Richey, Director,
Jerry E. Robertson, Ph.D., Director, Frank E. Samuel, Jr.,
Director, Loyal W. Wilson, Director.
/s/ Michael A. Keresman, III
By:_________________________________
Michael A. Keresman, III,
Attorney-in-Fact
May 14, 1996
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STERIS CORPORATION
INDEX TO EXHIBITS
FORM S-8
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NO.
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4.1 1992 Amended Articles of Incorporation of STERIS Incorporated herein by reference to
Corporation. Exhibit 3(a) 4(a). to Form 10-Q
filed for the quarter ended June 30,
1992.
4.2 1992 Amended Regulations of STERIS Corporation. Incorporated herein by reference to
Exhibit 3(b) 4(b). to Form 10-Q
filed for the quarter ended June 30,
1992.
5.1 Opinion of Thompson Hine & Flory P.L.L. as to Incorporated herein by reference to
the legality of the securities to be registered. Exhibit 5.1 to the Registration
Statement on Form S-4 (Registration
No. 333-1610) filed with the SEC on
April 1, 1996.
15.1 Letter of Arthur Andersen Re: Unaudited Interim
Financial Information.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Thompson Hine & Flory P.L.L. --
(included as part of Exhibit 5).
24.1 Powers of Attorney. Incorporated herein by reference to
Exhibit 24.1 to the Registration
Statement on Form S-4 (Registration
No. 333-1610) filed with the SEC on
February 23, 1996.
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EXHIBIT 15.1
[ARTHUR ANDERSEN LETTERHEAD]
May 13, 1996
The Board of Directors of AMSCO International, Inc.
Two Chatham Center, Suite 1100
112 Washington Place
Pittsburgh, PA 15219
We are aware that STERIS Corporation has incorporated by reference in its
Registration Statement No. 333-1610 the AMSCO International, Inc., Form 10-Q
for the quarter ended March 31, 1996, which includes our report dated April 10,
1996 covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, that report is not
considered a part of the registration statement prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS OF STERIS CORPORATION
We consent to the incorporation by reference in the Registration Statement
(Post-effective Amendment No. 1 to Form S-4 on Form S-8 No. 333-1610)
pertaining to the AMSCO International, Inc. Stock Option Plan; Non-qualified
Stock Option Agreements dated January 4, 1991; Non-qualified Stock Option
Agreement dated June 6, 1993; and Non-qualified Stock Option Agreements (Option
A, Option B, and Option C) dated July 11, 1995 of our report dated April 18,
1995, with respect to the consolidated financial statements and schedule of
STERIS Corporation included in its Annual Report (Form 10-K) for the year ended
March 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
May 10, 1996
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EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Post-Effective Amendment No. 1 to
Form S-4 on Form S-8) of STERIS Corporation of our report dated January 31,
1996 (except with respect to the matter discussed in Note 18, as to which the
date is March 21, 1996) included in the AMSCO International, Inc. Form 10-K for
the year ended December 31, 1995, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania
May 13, 1996 ARTHUR ANDERSEN LLP
