ARRHYTHMIA RESEARCH TECHNOLOGY, INC. PAGE 1 OF 11
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 2001
REGISTRATION NO. 333-
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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
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ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
72-0925679
(I.R.S. Employer Identification Number)
1101 CAPITAL OF TEXAS HIGHWAY SOUTH
BUILDING G, SUITE 200
AUSTIN, TEXAS 78746
(Address of principal executive offices)
1987 INCENTIVE STOCK OPTION PLAN
MICRON EMPLOYEE STOCK OWNERSHIP PLAN
1994 STOCK OPTION PLAN FOR DIRECTORS
(Full title of the Plan)
Richard A. Campbell
Arrhythmia Research Technology, Inc.
Building G, Suite 200
1101 Capital of Texas Highway South
Austin, Texas 78746
(512) 347-9640
(Name, address, including zip code, and telephone, including area
code, of agent for service)
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. Page 2 of 11
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Amount of
Title of Securities Amount of Shares Offering Price Per Aggregate Registration
To be Registered to be Registered(1) Share(2) Offering Price(2) Fee (2)
--------------------- ---------------- ------------------ ------------------ -------------
Common Stock (3) 181,091 $2.575 $466,309 $116.58
$0.01 par value
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), additional shares of common stock, par value $.01 per
share ("Common Stock") of Arrhythmia Research Technology, Inc. which become
issuable to prevent dilution from any future stock split, stock dividend or
similar transaction are also being registered.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h) of Regulation C under the Securities Act, the Proposed Maximum
Offering Price Per Share and the registration fee are based upon the
average of the high and low prices per share of the Common Stock reported
on the American Stock Exchange on July 27, 2001.
(3) Includes 38,500 shares under the Arrhythmia Research Technology, Inc. 1987
Incentive Stock Option Plan, 90,000 shares under the 1994 Stock Option Plan
for Directors, and 52,591shares under the Micron Employee Stock Ownership
Plan.
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
The documents containing the information specified in this Part I are
being separately provided to the employees as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Arrhythmia Research Technology, Inc., a Delaware
corporation (the "Company"), are incorporated as of their respective dates in
this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the Commission on March 30, 2001.
B. The Company's amendment to the Annual Report on Form 10-K/A for the
year ended December 31, 2000, filed with the Commission on April 12,
2001.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. Page 3 of 11
C. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 2001, filed with the Commission on May 15, 2001.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein and
to be part hereof from the date of filing of such documents (such documents and
the documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made hereby is
in effect prior to the filing with the Commission of the Company's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference herein or be a part hereof from and after the filing
of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference
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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Nancy C. Arnold has provided an opinion as to the legality of the
securities registered under this registration statement. As a result of awards
under the 1987 Employee Stock Option Plan, Ms. Arnold has acquired shares and
holds options to acquire shares of Common Stock of the Company with a value that
may exceed $26,250.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware grants
each corporation organized thereunder, such as the Company, the power to
indemnify its directors and officers against liability for certain of their
acts. Section 102(b)(7) of the Delaware Corporation Law permits a provision in
the certificate of incorporation of each corporation organized thereunder
eliminating or limiting, with specified exceptions, the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Company's certificate of incorporation
contains this provision. The foregoing statements are subject to the detailed
provisions of Sections 145 and 102(b)(7) of the Delaware General Corporation
Law.
Article VI of the Company's Amended and Restated Articles of Incorporation
provides that the Company will indemnify its officers, directors and employees
to the fullest extent permitted by the Delaware General Corporation Law in
connection with proceedings with which any such person is involved by virtue of
his or her status as an officer, director or employee. The Company maintains
directors' and officers' liability insurance, including a reimbursement policy
in favor of the Company.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. Page 4 of 11
Item 7. Exemption from Registration Claimed.
With respect to securities to be reoffered or resold pursuant to this
registration statement, the Company has relied upon Section 4(2) of the
Securities Act of 1933 in issuing such securities. Reliance upon Section 4(2)
was based upon the fact that the sales were of a private nature and the
purchasers did not acquire the securities with a view to distribution.
Item 8. Exhibits.
4 Micron Products Inc. Employee Stock Ownership Plan
5 Opinion of Nancy C. Arnold regarding the legality of the Common
Stock being registered
23.1 Consent of BDO Seidman LLP
23.2 Consent of Nancy C. Arnold (included in Exhibit 5)
24 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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) shall not
apply to information contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference herein.
(2) That, for the purpose of determining any liability under the Act,
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 that 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, 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
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. Page 5 of 11
(c) 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act 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 Fitchburg, Commonwealth of Massachusetts, on July 30, 2001.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
By: /s/ Richard A. Campbell
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Name: Richard A. Campbell
Title: Chief Financial Officer
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/ RUSSELL C. CHAMBERS, MD Director July 30, 2001
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Russell C. Chambers, MD
/s/ E. P. MARINOS Director July 30, 2001
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E. P. Marinos
/s/ JULIUS TABIN Director July 30, 2001
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Julius Tabin
/s/ PAUL F. WALTER, MD Director July 30, 2001
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Paul F. Walter, MD
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. Page 6 of 11
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Micron Products Inc. Employee Stock Ownership Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fitchburg, Commonwealth of Massachusetts, on
July 30, 2001.
MICRON PRODUCTS INC. EMPLOYEE STOCK
OWNERSHIP PLAN
By: /s/ JAMES ROUSE
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James Rouse
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. Page 7 of 11
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4 Micron Products Inc. Employee Stock Ownership Plan
(incorporated by reference)
5 Opinion of Nancy C. Arnold regarding the legality of the
Common Stock being issued
23.1 Consent of BDO Seidman LLP
23.2 Consent of Nancy C. Arnold (included in Exhibit 5)
24 Power of Attorney