As filed with the Securities and Exchange Commission on January 30,
2009
Registration No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
CANTEL
MEDICAL CORP.
(Exact name of registrant as specified in its charter)
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CANTEL MEDICAL CORP.
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150 Clove Road
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Little Falls, New Jersey 07424
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Delaware
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(973) 890-7220
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22-1760285
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(State or other jurisdiction
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(Address of principal executive offices)
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(I.R.S. employer identification
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of incorporation or organization)
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number)
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Cantel Medical Corp. 2006 Equity Incentive
Plan
(Full Title of Plan)
Eric W. Nodiff, Esq.
Senior Vice President and General Counsel
Cantel Medical Corp.
150 Clove Road
Little Falls, New Jersey 07424
(973) 890-7220
(Name, address and telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to be Registered
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Amount to
be Registered (1)
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Proposed
Maximum Offering
Price Per Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration
Fee
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Common Stock, par value $.10
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700,000 shares
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$
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14.00
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$
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9,800,000
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$
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385.14
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(1) This Registration Statement also
covers any additional shares of Common Stock that become issuable under the
Plan by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of consideration that
results in an increase in the number of the Registrants outstanding shares of
Common Stock.
(2) Estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(h) under
the Securities Act of 1933, as amended, and based on the average of the high
and low sales prices of Common Stock reported on the New York Stock Exchange on
January 20, 2009.
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. (Check one)
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller
reporting company
o
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EXPLANATORY NOTE
This
registration statement is being filed solely for the registration of additional
shares of common stock of Cantel Medical Corp. (the Company) for issuance
pursuant to awards granted under the Companys 2006 Equity Incentive Plan (as
amended, the Plan). Accordingly, pursuant to General Instruction E to Form S-8,
the contents of the earlier registration statement relating to the Plan
(Registration No. 333-140388) is hereby incorporated by reference in this
registration statement, except as revised in Part II of this registration statement.
PART I
INFORMATION REQUIRED IN PROSPECTUS
All
information required by Part I of Form S-8 to be contained in the
prospectus is omitted from this registration statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the Securities Act).
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
Companys Annual Report for the fiscal year ended July 31, 2008 filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the Exchange Act);
(b) The
Companys Quarterly Report on Form 10-Q for the quarter ended October 31,
2008;
(c) The
Companys Current Reports on Form 8-K filed on December 5, 2008 and January 23,
2009; and
(d) The
Registration Statement of the Company on Form 8-A filed on April 10,
1972 registering the Companys Common Stock, par value $.10 per share (the Common
Stock), under Section 12 of the Exchange Act, 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 Exchange Act, prior to the filing of a
post-effective amendment to this registration statement 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 herein or in a document 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
earlier 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.
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Item 5. Interests of Named Experts and Counsel.
The legality of the shares of common stock registered hereunder has
been passed upon by Eric W. Nodiff, the Companys Senior Vice President and
General Counsel. As of January 30, 2009, Mr. Nodiff owned 38,650
shares of the Companys common stock (inclusive of 28,333 restricted shares
subject to forfeiture) and held options to purchase 95,000 shares of the
Companys common stock, 75,000 of which have an exercise price significantly
above the current market price of Cantel common stock ).
Item 6. Indemnification of Directors
and Officers.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a court to award or a corporations board of directors to
grant indemnification to directors and officers in terms that are sufficiently
broad to permit indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act.
Article Fifteenth of the Companys Amended and Restated
Certificate of Incorporation states that no director of the Company shall be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that Article Fifteenth does not
eliminate or limit the liability of a director (i) for any breach of the
directors duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
Article Thirteenth of the Companys Amended and Restated
Certificate of Incorporation states that the Company shall, to the fullest
extent permitted by Section 145 of the DGCL, indemnify any and all persons
it has the power to indemnify under Section 145 from and against any and
all of the expenses, liabilities or other matters referred to in or covered by Section 145.
The right to indemnification will continue as to a person who has ceased to be
a director, officer, employee or agent and will inure to the benefit of the
heirs, executors and administrators of such a person. The indemnification
provided under Article Thirteenth will not be deemed exclusive of any
other rights of which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.
The
Companys By-laws, as amended, also provides that the Companys directors and
officers shall be indemnified against liabilities arising from their service as
directors or officers to the fullest extent permitted by the DGCL.
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 certain
of its directors and officers which provide for indemnification from liability
to the full extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
Exhibit
Number
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Description of Document
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4
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2006
Equity Incentive Plan, as amended.
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5
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Opinion
of Eric W. Nodiff, Esq., General Counsel of Registrant
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23.1
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Consent
of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent
of Eric W. Nodiff, Esq. (included in his opinion filed as
Exhibit 5).
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Power
of Attorney (contained on the signature page to this registration statement).
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Item 9. Undertakings
(a)
The 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 this 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 end of the estimated maximum
offering 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; and
(iii) To include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2)
That, for the purpose of determining any
liability under the Securities Act0, 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 Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrants annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plans annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in this 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 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
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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 Little Falls, state of New Jersey, on this 30th
day of January, 2009.
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CANTEL MEDICAL CORP.
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By:
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/s/ Andrew A. Krakauer
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Name:
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Andrew A. Krakauer
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Title:
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President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears
below constitutes and appoints Andrew A. Krakauer and Eric W. Nodiff, 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.
SIGNATURE
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TITLE
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DATE
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PRINCIPAL
EXECUTIVE
OFFICER:
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/s/ Andrew A. Krakauer
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Andrew A. Krakauer
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President
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January 30,
2009
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PRINCIPAL
FINANCIAL AND
ACCOUNTING OFFICER:
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/s/ Craig A. Sheldon
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Craig A. Sheldon
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Senior
Vice President and
Chief Financial Officer
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January 30,
2009
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6
DIRECTORS:
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/s/ Charles M. Diker
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Charles M. Diker
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Chairman
of the Board and Director
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January 30,
2009
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/s/ Alan J. Hirschfield
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Alan J. Hirschfield
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Vice
Chairman and Director
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January 30,
2009
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/s/ Robert L. Barbanell
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Robert L. Barbanell
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Director
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January 30,
2009
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/s/ Alan R. Batkin
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Alan R. Batkin
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Director
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January 30,
2009
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/s/ Joseph M. Cohen
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Joseph M. Cohen
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Director
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January 30,
2009
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/s/ Mark N. Diker
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Mark N. Diker
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Director
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January 30,
2009
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/s/ George L. Fotiades
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George L. Fotiades
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Director
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January 30,
2009
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/s/ Elizabeth McCaughey
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Elizabeth McCaughey
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Director
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January 30,
2009
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/s/ Bruce Slovin
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Bruce Slovin
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Director
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January 30,
2009
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7
EXHIBIT INDEX
Exhibit
Number
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Description of Document
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4
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2006
Equity Incentive Plan, as amended
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5
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Opinion
of Eric W. Nodiff, Esq., General Counsel of Registrant.
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23.1
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Consent
of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent
of Eric W. Nodiff, Esq. (included in his opinion filed as
Exhibit 5).
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24
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Power
of Attorney (contained on the signature page to this registration
statement).
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