Osi Systems Inc - Securities Registration: Employee Benefit Plan (S-8)
January 30 2008 - 1:28PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 30, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE
SECURITIES ACT OF 1933
OSI SYSTEMS, INC.
(Exact name of
registrant as specified in its charter)
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California
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33-0238801
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(State of Incorporation)
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(I.R.S. Employer
Identification Number)
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12525 Chadron Avenue
Hawthorne, California 90250
(Address of Principal Executive Offices) (Zip
Code)
2006 Equity Participation Plan
(Full title of the plan)
Deepak Chopra
President and Chief Executive Officer
12525 Chadron Avenue
Hawthorne, California 90250
(310) 978-0516
(Name, address and telephone number for service)
CALCULATION OF REGISTRATION FEE
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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, no par
value per share
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2,000,000
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$22.32
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$44,640,000
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$1,754.35
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(1)
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Plus such indeterminate number of additional shares of Common Stock as may be required in the event of a stock dividend, reverse stock split or combination of shares,
recapitalization or other change in the Registrants capital stock.
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(2)
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Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and
low sales prices of the Registrants Common Stock as reported on the Nasdaq Global Market on January 29, 2008.
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INTRODUCTION
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,000,000 shares of the Common Stock of OSI Systems, Inc., to be issued pursuant to our companys 2006 Equity
Participation Plan.
In accordance with Section E of the General Instructions to Form S-8, the Registration Statements on Form S-8
filed with the Securities and Exchange Commission on June 16, 2003 (File No. 333-106176) and February 9, 2005 (File No. 333-122674) are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit
Number
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Description
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4.1
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2006 Equity Participation Plan (1)
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5.1
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Opinion of Loeb & Loeb LLP, Counsel to Company
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23.1
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Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)
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23.2
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
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23.3
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Consent of Moss Adams LLP, Independent Registered Public Accounting Firm
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24.1
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Power of Attorney (included on signature page)
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(1)
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Previously filed with our Current Report on Form 8-K filed December 7, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, OSI Systems, Inc., a corporation organized under the laws of the State of California, certifies that it has reasonable grounds to believe
that it meets all 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 Hawthorne, California, as of January 30, 2008.
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OSI S
YSTEMS
, I
NC
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By:
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/s/ A
LAN
E
DRICK
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Alan Edrick
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Chief Financial Officer
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POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Messrs. Alan Edrick, Chief Financial Officer, and Victor Sze, General Counsel, and each of them, as his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him or her in any and all capacities, to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitutes may 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 below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ D
EEPAK
C
HOPRA
Deepak Chopra
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President, Chief Executive Officer (Principal Executive Officer) and Chairman of the Board
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January 30, 2008
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/s/ A
LAN
E
DRICK
Alan Edrick
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Chief Financial Officer (Principal Financial and Accounting Officer)
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January 30, 2008
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/s/ A
JAY
M
EHRA
Ajay Mehra
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Executive Vice President, President of Rapiscan Systems, and Director
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January 30, 2008
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/s/ S
TEVEN
C.
G
OOD
Steven C. Good
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Director
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January 30, 2008
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/s/ M
EYER
L
USKIN
Meyer Luskin
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Director
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January 30, 2008
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/s/ C
HAND
R.
V
ISWANATHAN
Chand R. Viswanathan
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Director
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January 30, 2008
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/s/ L
ESLIE
E.
B
IDER
Leslie E. Bider
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Director
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January 30, 2008
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OSI SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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Exhibit
Number
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Description
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4.1
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2006 Equity Participation Plan(1)
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5.1
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Opinion of Loeb & Loeb LLP, Counsel to Company
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23.1
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Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)
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23.2
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
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23.3
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Consent of Moss Adams LLP, Independent Registered Public Accounting Firm
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24.1
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Power of Attorney (included on signature page)
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(1)
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Previously filed with our Current Report on Form 8-K filed December 7, 2007.
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