As filed with the Securities and Exchange Commission on December 14, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WRIGHT MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4088127
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5677 Airline Road
Arlington, Tennessee 38002
(901) 867-9971
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
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Amended and Restated Wright Medical Group, Inc.
1999 Equity Incentive Plan
(Full title of the plan)
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F. Barry Bays
President and Chief Executive Officer
Wright Medical Group, Inc.
5677 Airline Road
Arlington, Tennessee 38002
(901) 867-9971
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Jeffrey R. Poss, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
------------------------- ---------------- -------------------- -------------------- ------------------
Common Stock, $0.01 par
value per share
4,767,051 $17.7156 $84,451,168.70 $20,183.83
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(1) This Registration Statement covers 4,767,051 shares of common stock, $0.01 par value per share, of
Wright Medical Group, Inc. (the "Common Stock") issuable pursuant to the Amended and Restated
Wright Medical Group, Inc. 1999 Equity Incentive Plan (the "Plan"). In addition, this Registration
Statement covers an indeterminable number of additional shares of Common Stock as may hereafter be
offered or issued pursuant to the Plan, to prevent dilution resulting from stock splits, stock
dividends or similar transactions effected without receipt of consideration and pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for calculating the amount of the registration fee. The Registration Fee has been
calculated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act based upon the
average of the high and low sales prices of the Common Stock as reported by the Nasdaq National
Market on December 11, 2001.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Wright Medical Group, Inc., a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:
(a) The Company's Prospectus filed in connection with its Registration
Statement on Form S-1 (Registration No. 333-59732), filed on April 27,
2001, as amended by Amendment Nos. 1, 2, 3, 4 and 5 filed on May 14, 2001,
June 14, 2001, June 20, 2001, June 29, 2001, and July 9, 2001,
respectively, pursuant to the Securities Act (the "Form S-1").
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 2001 and September 30, 2001;
(c) The Company's Current Report on Form 8-K, filed on August 3, 2001;
and
(d) The description of the Common Stock, incorporated by reference
into the Company's Registration Statement on Form 8-A, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
contained in the Prospectus portion of the Form S-1 under the heading
"Description of Capital Stock."
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the 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 the filing of such documents with the
Commission. Any statement contained in a document 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 other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The provisions of the Delaware General Corporation Law ("DGCL") and the
Company's amended and restated certificate of incorporation provide that the
Company will, under certain situations, indemnify any director, officer,
employee or agent of the Company made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses,
including attorneys' fees, incurred by the person in connection with the
proceeding if certain statutory standards are met. Any such person is also
entitled, subject to certain limitations, to payment or reimbursement of
reasonable expenses in advance of the final disposition of the proceeding. A
proceeding means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the Company. Reference is made to Section 145 of the DGCL for a
full statement of these indemnification rights.
The Company also maintains a directors and officers insurance policy
pursuant to which the directors and officers of the Company are insured against
liability for actions in their capacity as directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
Exhibit No. Description of Exhibits
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5 Opinion of Willkie Farr & Gallagher regarding the legality
of the securities being registered.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the 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 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;
(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)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act 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 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 Company of expenses incurred or paid
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 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 on the 14th
day of December, 2001.
WRIGHT MEDICAL GROUP, INC.
By: /s/ F. Barry Bays
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F. Barry Bays
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
Each of the undersigned officers and directors of Wright Medical Group,
Inc. hereby severally constitutes and appoints John K. Bakewell as the
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all pre- or post-effective amendments to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact 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 attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
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/s/ F. Barry Bays President, Chief Executive Officer and December 14, 2001
----------------------------- and Director (Principal Executive
F. Barry Bays Officer)
/s/ John K. Bakewell Executive Vice President and Chief December 14, 2001
----------------------------- Financial Officer (Principal
John K. Bakewell Financial Officer and Principal
Accounting Officer)
/s/ James T. Treace Chairman of the Board of Directors December 13, 2001
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James T. Treace
/s/ Richard B. Emmitt Director December 13, 2001
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Richard B. Emmitt
/s/ James E. Thomas Director December 14, 2001
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James E. Thomas
/s/ Thomas E. Timbie Director December 14, 2001
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Thomas E. Timbie
/s/ Elizabeth H. Weatherman Director December 14, 2001
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Elizabeth H. Weatherman
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher regarding the legality
of the securities being registered.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).