As filed with the Securities and Exchange Commission on January 31, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANTEL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-1760285
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1135 Broad Street, Suite 203
Clifton, New Jersey 07013
(Address of principal executive offices) (Zip Code)
1996 EMPLOYEE STOCK OPTION PLAN
STOCK OPTION AGREEMENT DATED DECEMBER 15, 1994 BETWEEN
THE REGISTRANT AND ROBERT L. BARBANELL
STOCK OPTION AGREEMENT DATED OCTOBER 17, 1996 BETWEEN
THE REGISTRANT AND CHARLES M. DIKER
STOCK OPTION AGREEMENT DATED FEBRUARY 3, 1994 BETWEEN
THE REGISTRANT AND DARWIN C. DORNBUSH
(Full title of the plans)
James P. Reilly
1135 Broad Street, Suite 203
Clifton, New Jersey 07013
(Name and address of agent for service)
(201) 470-8700
Telephone number, including area code, of agent for service
Copy to:
Eric W. Nodiff, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, New York 10017
(212) 759-3300
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Securities to Amount to be Proposed Maximum Aggregate Registration
be registered Registered Price Per Share* Offering Price* Fee
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Common Stock, par
value $.10 per share 300,000 shares $7.375 $2,212,500 $670.39
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* Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933 based
upon the closing price of Common Stock of Cantel Industries, Inc. as reported on
the NASDAQ National Market System on January 24, 1997.
(ii)
P R O S P E C T U S
25,000 Shares
CANTEL INDUSTRIES, INC.
Common Stock
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The shares of Common Stock, par value $.10 per share (the "Common Stock"),
of Cantel Industries, Inc. (the "Company") offered hereby will be sold by the
Selling Stockholder. See "Selling Stockholder." The Company will not receive any
of the proceeds from the sale of the shares offered hereby.
The shares of Common Stock of the Company are traded on the National Market
System of NASDAQ under the symbol "CNTL." On January 24, 1997, the closing price
of the Common Stock was $7 3/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Selling Stockholder has advised the Company that he proposes to offer
for sale and sell the shares registered hereby from time to time in broker's
transactions, in negotiated transactions or through a combination thereof at
prices related to market prices of the Common Stock prevailing at the time of
sale. Such shares are being offered on a continuous basis; the precise amounts
and timing of sales, if any, of the shares offered hereby will be determined by
the Selling Stockholder in his sole discretion from time to time.
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The date of this Prospectus is January 31, 1997
AVAILABLE INFORMATION
Cantel Industries, Inc. (together with its subsidiaries herein called the
"Company") is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; at its Northeast Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048; and at its Chicago Regional Office, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661-2511. Copies can be obtained by
mail at prescribed rates. Requests should be directed to the Commission's Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also contains a Web Site (http://www.sec.gov) that contains reports,
proxy statements and other information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1996 and Quarterly Report on Form 10-Q for the three-month period ended October
31, 1996 as filed with the Commission is incorporated herein by reference. All
documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of the Prospectus shall be deemed to be incorporated
by reference in this Prospectus and to be part hereof from the date of filing of
such documents.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered copies of the above documents, other
than exhibits thereto, upon request of any such person to the Company, 1135
Broad Street, Suite 203, Clifton, New Jersey 07013 (telephone number
201-470-8700).
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THE COMPANY
The Company, through Carsen Group Inc., its wholly-owned Canadian
subsidiary ("Carsen"), is engaged in the marketing and distribution of medical
and infection control, scientific and consumer products in Canada. The Company,
through MediVators, Inc., its wholly-owned United States subsidiary
("Medivators"), is engaged in the manufacturing, marketing and distribution of
infection control products. The Company also provides servicing of the products
it manufactures and distributes. Unless the context otherwise requires,
references herein to the "Company" include Cantel Industries, Inc. ("Cantel")
and its subsidiaries.
The Company is a Delaware corporation organized on August 16, 1963, and its
principal executive offices are located at 1135 Broad Street, Suite 203,
Clifton, New Jersey 07013 (telephone number 201-470-8700).
SPECIAL CONSIDERATIONS
The Shares offered hereby involve a high degree of risk, including, but not
necessarily limited to, the special considerations described below. Each
prospective investor should consider carefully the information set forth below
as well as the other information set forth in this Prospectus.
Dependence on Principal Supplier
The majority of the Company's products are manufactured and supplied by
Olympus Optical Co., Ltd., a Japanese corporation and are sold by the Company
pursuant to a distribution agreement with Olympus Optical's United States-based
subsidiary, Olympus America, Inc. ("Olympus"), which expires in March 1998. In
addition, the Company generally does not have the right to manufacture,
distribute or sell any products which are competitive with the Olympus products
covered by the distribution agreement. Accordingly, the ability of the Company
to operate profitably in the future will depend in large part on its ability to
obtain adequate quantities of products from Olympus at prices which allow the
Company to be competitive. Although Olympus has generally filled the Company's
orders on a timely basis, no assurance can be given that the Company will be
able to obtain sufficient quantities of products, particularly those in great
demand. A failure to obtain such products could have a material adverse effect
on the Company. The distribution agreement imposes minimum purchase and service
obligations upon the Company and restricts the Company from selling products
competitive with those covered by the agreement. Subject to an allowance of a
10% shortfall from the minimum purchase requirements in certain situations,
Olympus has the right to terminate the agreement with respect to each product
group for which the Company has failed to meet the minimum purchase
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requirements. If the Company fails to meet such requirements for both precision
instruments and industrial technology equipment, or for medical instruments,
then Olympus has the right to terminate the entire agreement. During the
contract year ended March 31, 1996, the Company failed to meet its minimum
purchase requirements for consumer products, which gave Olympus the right to
terminate the distribution agreement as to consumer products; however, Olympus
waived such default. If such a default occurs in the future there can be no
assurance that Olympus will continue to provide such a waiver. Any termination
of the distribution agreement or the Company's right to distribute a product
group thereunder, or the failure of Olympus to renew the distribution agreement
upon its expiration, could have a material adverse effect on the Company.
Customer Acceptance
Customer acceptance of the Company's products manufactured by Olympus
("Olympus products") is significantly dependent on the ability of Olympus to
continue to offer products which, with respect to the Company's consumer
products, appeal to continually shifting consumer demands and, with respect to
most of the Company's other Olympus products, meet the changing requirements of
its other customers, including hospitals, educational institutions, industrial
laboratories, government agencies and industrial corporations. Any change in the
level of customer acceptance of the Company's products could have a material
adverse effect on the Company.
Foreign Operations; Currency Fluctuation
A substantial portion of the Company's operations are conducted in Canada.
Substantially all of the products sold by the Company in Canada are imported
from the United States, Europe, Japan and other Far Eastern countries. Although
there are currently no material restrictions on the importation of the Company's
products, the Company's business may be adversely affected by risks associated
with purchases from foreign suppliers, including foreign regulatory approval
requirements, economic and political instability, shipping delays, fluctuations
in exchange rates, and any trade barriers including custom duties, export
quotas, tariff increases or other import or export restrictions imposed in the
future, all of which could have a significant impact on the Company's ability to
distribute its products on a competitive and timely basis. Furthermore,
substantially all of the products purchased by the Company in Canada are paid
for in United States dollars but sold in Canadian dollars. Therefore, a decrease
in the value of the Canadian dollar against the United States dollar between the
time the Company accepts a purchase order from a customer and the time the
Company pays its supplier could adversely affect the Company. However, in an
effort to lessen the impact of foreign currency fluctuations as they relate to
purchases
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of inventory, the Company currently enters into foreign exchange forward
contracts to purchase United States dollars to hedge against such currency
fluctuations. Moreover, such a decrease in the value of the Canadian dollar
could result in a corresponding reduction in the United States dollar value of
the Company's assets that are denominated in Canadian dollars.
Reliance on Key Personnel
The success of the Company is dependent to a significant degree upon the
efforts of James P. Reilly, President and Chief Executive Officer, William J.
Vella, Executive Vice President of Carsen, and Donald L. Sturtevant, President
and Chief Executive Officer of MediVators, and the loss or unavailability of any
of them could have an adverse effect on the Company. Neither Mr. Reilly nor Mr.
Vella are employed pursuant to written employment agreements. Mr. Sturtevant is
employed pursuant to an employment agreement which expires in June 1999.
Reduction in Health Care Funding
Canadian hospitals funded by provincial governments purchase substantially
all of the medical instruments distributed by the Company. Cost control measures
have been proposed by various provincial governments that may decrease funding
to the hospitals and thereby decrease hospital spending. Due to these measures,
certain of which have been recently implemented, the purchasing practices of
hospitals may be significantly affected, generally causing the hospitals to be
more conservative in the purchase of medical instruments, and to place
increasing emphasis on maximizing the return on investment in new equipment.
Although the Company believes that its medical instruments are cost effective, a
reduction by the provincial governments in the amount of funding for the types
of products distributed by the Company has had, and may continue to have, a
material adverse effect on sales of the Company's products to the hospitals.
Changing Technology
The markets for certain products sold by the Company, particularly
endoscopes, microscopes, endoscope disinfection equipment, and medical waste
disposal equipment, are characterized by changing technology, new product
introductions and product enhancements, and evolving industry standards. The
introduction or enhancement of products embodying new technology or the
emergence of new industry standards could render existing products obsolete or
result in short product life cycles. Accordingly, the ability of the Company to
compete is in part dependent on its ability to continually offer enhanced and
improved products. Carsen's ability to offer such products is substantially
dependent on the efforts of its third party suppliers.
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Product Liability
The Company may be exposed to product liability claims resulting from the
use of the products it distributes. To date, there have been no material
threatened or asserted claims against the Company and the Company believes that
its general liability insurance coverage is adequate for its business. However,
there can be no assurance that such insurance will be sufficient to cover
potential claims or that the present level of coverage will continue to be
available at a reasonable cost. A partially or completely uninsured successful
claim against the Company could have a material adverse effect on the Company.
Olympus has agreed to indemnify the Company against any product liability claims
against the Company related to Olympus products.
Research and Development Costs; No
Assurance of Successful Product Development
The Company has incurred and is expected to continue to incur research and
development costs related to the operations of MediVators. Management
anticipates that research and development costs during fiscal 1997 will be
similar to the amount incurred during 1996. There can be no assurance that such
research and development will result in new products that will be successfully
introduced to the market.
Potential Adverse Effect of Future
Issuances of Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of up to
1,000,000 shares of preferred stock with such designations, rights, preferences
and privileges as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue preferred stock with such rates of dividends, redemption provisions,
liquidation preferences, voting rights, conversion privileges and such other
characteristics as the Board of Directors may deem necessary. While the Board of
Directors believes that the flexibility created by such authorization could be
advantageous to the Company in promptly consummating desirable acquisitions or
financial transactions should favorable opportunities arise, if issued, the
preferred stock could discourage, delay or prevent a takeover of the Company
(including takeovers in which the Company stockholders would receive a premium
for their shares), make the removal of management of the Company more difficult,
or otherwise dilute the rights of holders of the Company Stock and depress the
market price of the Company's securities.
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Warranty Service of Consumer Products
Pursuant to the distribution agreement between the Company and Olympus
covering Olympus products, the Company is required to provide warranty service
for all Olympus cameras presented to the Company for service, whether or not
such cameras were sold by the Company. To date, this obligation has not had a
material adverse effect on the Company. The Company generally provides a
two-year warranty for cameras and a one-year warranty for other consumer
products. Olympus Optical Co., Ltd., an affiliate of Olympus, reimburses the
Company for warranty repairs on cameras not sold by the Company.
MediVators' Patents and Proprietary Rights
The Company holds patents on certain of its medical waste disposal systems
which it believes are of material importance to its MediVators operations.
However, the Company does not currently hold any patents with respect to its
disinfector products. It holds a license to manufacture and sell the OTT
Disinfector under a patent of the Mayo Foundation; however, The Company no
longer sells such product. Its current disinfector product, the DSD 91E,
utilizes certain know-how developed by the Mayo Foundation pursuant to a license
agreement, but has no patent protection. There can be no assurance as to the
breadth or degree of protection which existing or future patents, if any, may
afford the Company, that any patent applications will result in issued patents
or that patents will not be circumvented or invalidated. In addition, there can
be no assurance that existing patents or any future patents of the Company will
provide any meaningful competitive advantage. Furthermore, there can be no
assurance that any patent will be upheld if legally challenged or that the
Company will have the financial or other resources necessary to enforce or
defend a patent infringement or proprietary rights violation action.
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Selling Stockholder
The following person (the "Selling Stockholder") is offering an aggregate
of 25,000 shares of Common Stock of the Company by means of this Prospectus:
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Number of Shares Number of Shares of
Number of Shares of of Stock Eligible Common Stock to be
Common Stock Owned for Resale Owned Following the
Name of Selling as of the Date of Pursuant to the Offering Pursuant
Stockholder the Prospectus Prospectus to the Prospectus
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Darwin C. Dornbush 34,680(1) 25,000(2) 9,680
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(1) Includes 32,000 shares which Mr. Dornbush may acquire pursuant to presently
exercisable stock options and 1,500 shares which may be acquired pursuant
to stock options which have not yet vested.
(2) Comprised of shares which may be acquired pursuant to stock options granted
under the Stock Option Agreement dated as of February 3, 1994 between the
Registrant and Mr. Dornbush.
Mr. Dornbush has served as a director of the Company since 1963.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Stockholder for his
own account. The Company will not receive any of the proceeds from this
offering.
The Shares covered by this Prospectus may be sold by the Selling
Stockholder or by pledgees, donees, transferees or other successors in interest.
Such sales may be made at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Shares may be sold by one or more of the
following methods: (a) one or more block trades in which a broker or dealer so
engaged will attempt to sell all or a portion of the Shares held by the Selling
Stockholder as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. The Selling Stockholder may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers will receive compensation in negotiated amounts in the form of
discounts, concessions, commissions or fees from the Selling Stockholder and/or
the purchasers of the Shares for whom such broker-dealers
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may act as agent or to whom they sell as principal, or both (which compensation
to a particular broker-dealer might be in excess of customary commissions). Such
brokers or dealers or other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act") in connection with such sales.
The Company has agreed to bear the costs of registering the shares of
Common Stock offered hereby under the Securities Act.
The Selling Stockholder will deliver a Prospectus in connection with the
sale of shares of Common Stock offered hereby.
LEGAL OPINION
The validity of the Common Stock offered hereby is being passed upon for
the Company by Dornbush Mensch Mandelstam & Schaeffer, LLP, New York, New York.
EXPERTS
The consolidated financial statements and schedule of Cantel Industries,
Inc. appearing in Cantel Industries, Inc.'s Annual Report on Form 10-K for the
year ended July 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements and schedule are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
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========================================== ====================================
No dealer, salesman or any other
person has been authorized to give any
information or to make any representations
not contained in this Prospectus in
connection with the offering described 25,000 Shares
herein and, if given or made, such
information or representation must not be
relied upon as having been authorized by
the Company or any Underwriter. This
Prospectus does not constitute an offer
of any securities other than those Cantel Industries, Inc.
specifically offered hereby or of any of
the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer or
solicitation in such jurisdiction.
Neither the delivery of this Prospectus
nor any sale made hereunder shall, under
any circumstances, create any implication Common Stock
that there has been no change in the
affairs of the Company since the date
hereof.
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TABLE OF CONTENTS
Page -----------------------
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Available Information . . . . . . 2 PROSPECTUS
Incorporation of Certain Docu-
ments by Reference . . . . . . 2 -----------------------
The Company . . . . . . . . . . . 3
Special Considerations. . . . . . 3
Selling Stockholder . . . . . . . 8
Plan of Distribution. . . . . . . 8
Legal Opinion . . . . . . . . . . 9
Experts . . . . . . . . . . . . . 9
January 31, 1997
========================================== ====================================
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 are incorporated herein by reference:
(a) The Annual Report of Cantel Industries, Inc. (the "Company")
for the fiscal year ended July 31, 1996 filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934.
(b) All other reports of the Company filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year ended July 31, 1996.
(c) The Registration Statement of the Company on Form 8-A filed
on April 10, 1972 registering the Company's Common Stock, par value
$.10 per share (the "Common Stock"), under Section 12 of the
Securities Exchange Act of 1934 which contains a description of the
Common Stock.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or deregistering all such securities then unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Darwin C. Dornbush, a partner of Dornbush Mensch Mandelstam &
Schaeffer, LLP, counsel to the Company, is a director of the Company and owns,
beneficially and of record, 1,180 shares of Common Stock and options to purchase
33,500 shares of Common Stock.
II-1
Item 6. Indemnification of Directors and Officers.
The Restated Certificate of Incorporation of the Company sets forth
the extent to which officers or directors of the Company may be insured or
indemnified against any liabilities which they may incur. The general effect of
such provision is that any person made a party to any action, suit or proceeding
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Company, or of another corporation or other enterprise for which he
or she served as such at the request of the Company, shall be indemnified by the
Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, provided, however, that no such
director, officer or employee shall be entitled to claim such indemnity (a) with
respect to any matter as to which there shall have been a final adjudication
that he or she is liable for willful misfeasance, bad faith, negligence or
misconduct in the performance of his or her duties as director, officer or
employee, or (b) with respect to any matter which shall be the subject of such
action, suit or proceeding disposed of otherwise than by adjudication on the
merits, unless in relation to such matter such director, officer or employee was
not liable for willful misfeasance, bad faith, negligence or misconduct in the
performance of his or her duties as director, officer or employee.
The Company's Restated Certificate of Incorporation further provides
that the determination as to the right to indemnity of any director, officer or
employee in respect of any settlement in which the existence of willful
misfeasance, bad faith, negligence or misconduct in the performance of his or
her duties as director, officer or employee is not established, shall be made by
vote of two-thirds of those members of the Board of Directors not involved in
such action, suit or proceeding if such directors constitute a majority of the
members of the Board of Directors. In the event that a majority of the members
of the Board of Directors are involved in such action, suit or proceeding,
indemnification shall be made if independent legal counsel shall give its
written opinion to the effect that the person to be indemnified is not liable
for willful misfeasance, bad faith, negligence or misconduct in the performance
of his or her duties as director, officer or employee. The amount of such
reimbursement payable by the Company shall not exceed the costs and expenses
such indemnified person would have reasonably incurred if the action, suit or
proceeding had been litigated to a final conclusion. The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which any
such director, officer or employee may otherwise be entitled and shall inure to
the benefit of the heirs, executors and administrators of such director, officer
or employee.
II-2
The Company maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries, insuring such
persons against certain liabilities, including liabilities arising under the
securities laws. In addition, the Company has entered into Indemnification
Agreements with each of its directors and certain of its officers which provide
for indemnification from liability to the full extent permitted by the Delaware
General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable. Furthermore, the Company has given
certain undertakings with respect to indemnification in connection with this
Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.01 - The Company's Restated Certificate of Incorporation dated
July 20, 1978. (Incorporated herein by reference to Exhibit
3(a) to the Company's 1981 Annual Report on Form 10-K.
4.02 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on February 16, 1982. (Incorporated
herein by reference to Exhibit 3(b) to the Company's 1982
Annual Report on Form 10-K.)
4.03 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on May 4, 1984. (Incorporated herein by
reference to Exhibit 3(c) to the Company's Quarterly Report
on Form 10-Q for the quarter ended April 30, 1984.)
4.04 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on August 19, 1986. (Incorporated herein
by reference to Exhibit 3(d) to the Company's 1986 Annual
Report on Form 10-K.)
II-3
4.05 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on December 12, 1986. (Incorporated
herein by reference to Exhibit 3(e) to the Company's 1987
Annual Report on Form 10-K (the "1987 Form 10-K").)
4.06 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on April 3, 1987. (Incorporated herein by
reference to Exhibit 3(f) to the 1987 10-K.)
4.07 - Certificate of Amendment of Certificate of Incorporation of
the Company, filed on April 17, 1989. (Incorporated herein
by reference to Exhibit 3(h) to the Company's 1989 Annual
Report on Form 10-K.)
4.08 - 1996 Employee Stock Option Plan of the Company.
(Incorporated herein by reference to Exhibit 10(t) to the
Company's 1996 Annual Report on Form 10-K (the "1996 Form
10-K").)
4.09 - Form of Stock Option Agreement under the Company's 1996
Employee Stock Option Plan. (Incorporated herein by
reference to Exhibit 10(u) to the 1996 Form 10-K.)
4.10 - Stock Option Agreement dated October 17, 19960 between
Charles A. Diker and the Company. (Incorporated herein by
reference to Exhibit 10(v) to the 1996 Form 10-K.)
4.11 - Stock Option Agreement dated December 15, 1994 between
Robert L. Barbanell and the Company. (Incorporated herein by
reference to Exhibit 10(m) to the Company's 1995 Annual
Report on Form 10-K (the "1995 Form 10-K").)
4.12 - Stock Option Agreement dated February 3, 1994 between Darwin
C. Dornbush and the Company. (Incorporated herein by
reference to Exhibit 10(e) to the 1995 Form 10-K.)
5.01 - Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.
23.01 - Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP
(included in Exhibit 5).
II-4
23.02 - Consent of Ernst & Young LLP.
24.01 - Power of Attorney (included in signature page).
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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.
(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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 payment by the Company of expenses paid or
incurred by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel
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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 Clifton and State of New Jersey, on the 24th day of
January, 1997.
CANTEL INDUSTRIES, INC.
By:/s/ James P. Reilly
------------------------------------
James P. Reilly, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James P. Reilly and Darwin C.
Dornbush, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or 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 unto said attorneys-in-fact and
agents, 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 he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes 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 dates indicated:
Director and
Chairman
/s/ Charles M. Diker of the Board January 24, 1997
- -----------------------
Charles M. Diker
President, Chief Executive
/s/ James P. Reilly Officer and Director
- ----------------------- (Principal Executive January 24, 1997
James P. Reilly Officer and Principal
Financial Officer)
/s/ Craig A. Sheldon Vice President and January 24, 1997
- ----------------------- Controller
Craig A. Sheldon
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Director and
Vice Chairman
/s/ Alan J. Hirschfield of the Board January 24, 1997
- -----------------------
Alan J. Hirschfield
/s/ Richard L. Bloch Director January 24, 1997
- -----------------------
Richard L. Bloch
/s/ Darwin C. Dornbush Director January 24, 1997
- -----------------------
Darwin C. Dornbush
/s/ Morris W. Offit Director January 24, 1997
- -----------------------
Morris W. Offit
/s/ Bruce Slovin Director January 24, 1997
- -----------------------
Bruce Slovin
/s/ Robert L. Barbanell Director January 24, 1997
- -----------------------
Robert L. Barbanell
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