Registration
No. ______________
As filed
with the Securities and Exchange Commission on November 3, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AngioDynamics,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
11-3146460
(I.R.S.
Employer Identification No.)
603
Queensbury Avenue
Queensbury,
New York
(518)
798-1215
(Address
and telephone number of principal executive offices)
12804
(Zip
Code)
AngioDynamics,
Inc. 2004 Stock and Incentive Award Plan
(Full
titles of plans)
Copies
to:
D.
Joseph Gersuk
Executive
Vice President, Chief Financial Officer
AngioDynamics,
Inc.
603
Queensbury Ave.
Queensbury,
New York 12804
(518)
798-1215
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
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
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
|
Accelerated filer x
|
|
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of securities to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price per share (2)
|
Proposed
maximum aggregate offering price (2)
|
Amount
of registration fee
|
|
Common
Stock, par value $0.01
|
750,000
(3)
|
$15.13
|
$11,347,500
|
$633.19
|
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover an
indeterminate number of additional shares that may become issuable as a result
of stock splits, stock dividends or similar transactions pursuant to the
anti-dilution provisions of the AngioDynamics, Inc. 2004 Stock and Incentive
Award Plan (the "2004 Plan").
(2)
Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act, based upon the average of the
high and low prices reported on the Nasdaq Global Select Market on November 2,
2009.
(3)
Consists of shares of common stock available for issuance under the 2004
Plan.
EXPLANATORY
NOTE
On October 28, 2004, we registered
1,000,000 shares of our common stock par value $0.01 per share issuable under
our AngioDynamics, Inc. 2004 Stock and Incentive Award Plan (the “2004 Plan”)
and 200,000 shares of our common stock issuable under the AngioDynamics, Inc.
Employee Stock Purchase Plan (the “Purchase Plan”), pursuant to a Registration
Statement on Form S-8 (File No. 333-120057). On November 6,
2006, we filed a Registration Statement on Form S-8 (File No. 333-138456) to register an additional 1,000,000
shares of our common stock under the 2004 Plan. On August 14, 2009 we
filed a Registration Statement on Form S-8 (File No. 333-161355) to register an
additional 1,000,000 shares of our common stock under the 2004 Plan and an
additional 200,000 shares of our common stock under the Purchase
Plan. This Registration Statement on Form S-8 is being filed pursuant
to General Instruction E to Form S-8 to register an additional 750,000 shares of
common stock issuable under the 2004 Plan.
INCORPORATION
OF DOCUMENTS BY REFERENCE.
Pursuant
to General Instruction E to Form S-8, the contents of our Registration Statement
on Form S-8 (File No. 333-120057) filed with the Securities and Exchange
Commission on October 28, 2004, the contents of our Registration Statement
on Form S-8 (File No. 333-138456) filed with the Securities and Exchange
Commission on November 6, 2006, and the contents of our Registration Statement
on Form S-8 (File No. 333-161355) filed with the Securities and Exchange
Commission on August 14, 2009, including, with respect to each registration
statement, each of the documents filed by us with the Securities and Exchange
Commission and incorporated or deemed to be incorporated by reference therein
and including each of the documents filed as Exhibits to such registration
statement, are incorporated herein by reference.
PART
II
ITEM
8. EXHIBITS.
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Exhibit Number
|
Exhibit Description
|
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5.1
|
Opinion
of Stephen A. Trowbridge as to the legality of shares being
registered.
|
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23.1
|
Consent
of PricewaterhouseCoopers LLP, an independent registered public accounting
firm.
|
|
23.2
|
Consent
of Stephen A. Trowbridge (included in Exhibit 5.1).
|
|
24.1
|
Power
of Attorney (included in the signature page and incorporated herein by
reference).
|
(Signatures
on following page)
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, AngioDynamics, Inc. 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 Queensbury, State of New York, on October 30, 2009.
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ANGIODYNAMICS,
INC.
|
|||
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By:
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/s/
Jan Keltjens
|
||
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Name:
|
Jan
Keltjens
|
||
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Title:
|
Chief
Executive Officer and President
|
||
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below authorizes
Jan Keltjens and D. Joseph Gersuk, and each or any of them, as his attorney in
fact and agent, with full power of substitution and resubstitution, to execute,
in his name and on his behalf, in any and all capacities, this Registration
Statement on Form S-8 and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated
under the Securities Act of 1933 (and all further amendments including
post-effective amendments thereto)) necessary or advisable to enable
AngioDynamics, Inc. (the “Registrant”) to comply with the Securities Act, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney
may deem appropriate, and with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could do
if personally present and acting, hereby ratifying and approving all acts of any
such attorney or substitute.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Vincent A. Bucci
Vincent A. Bucci |
Chairman
of the Board, Director
|
October
30, 2009
|
||
|
/s/ Jan Keltjens
Jan Keltjens |
President,
Director and Chief Executive Officer (Principal Executive
Officer)
|
October
30, 2009
|
||
|
/s/ D. Joseph Gersuk
D. Joseph Gersuk |
Executive
Vice President – Chief Financial Officer, Treasurer (Principal Financial
and Chief Accounting Officer)
|
October
30, 2009
|
||
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/s/ Howard W. Donnelly
Howard W. Donnelly |
Director
|
October
30, 2009
|
||
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/s/ Paul S. Echenberg
Paul S. Echenberg |
Director
|
October
30, 2009
|
||
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/s/ Jeffrey G. Gold
Jeffrey G. Gold |
Director
|
October
30, 2009
|
||
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/s/ Wesley E. Johnson, Jr.
Wesley E. Johnson, Jr. |
Director
|
October
30, 2009
|
||
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/s/ Steve LaPorte
Steve LaPorte |
Director
|
October
30, 2009
|
||
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/s/ Dennis S. Meteny
Dennis S. Meteny |
Director
|
October
30, 2009
|
||
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/s/ Charles T. Orsatti
Charles T. Orsatti |
Director
|
October
30, 2009
|
EXHIBIT
INDEX
|
Exhibit Number
|
Exhibit Description
|
|
5.1
|
Opinion
of Stephen A. Trowbridge as to the legality of shares being
registered.
|
|
23.1
|
Consent of
PricewaterhouseCoopers LLP, an independent registered public accounting
firm.
|
|
23.2
|
Consent
of Stephen A. Trowbridge (included in Exhibit 5.1).
|
|
24.1
|
Power
of Attorney (included in the signature page and incorporated herein by
reference).
|
EXHIBIT
5.1
October
30, 2009
AngioDynamics,
Inc.
603
Queensbury Avenue
Queensbury,
NY 12804
Ladies
and Gentlemen:
I am
General Counsel of AngioDynamics, Inc., a Delaware corporation (the “Company”),
and have acted as counsel to the Company in connection with its Registration
Statement on Form S-8 (the “Registration Statement”) filed pursuant to the
Securities Act of 1933, as amended (the “Securities Act”), relating to the
registration of 750,000 shares (the “Shares”) of the Company’s common stock, par
value $0.01 per share (the “Common Stock”), which may be issued pursuant to
AngioDynamics, Inc. 2004 Stock and Incentive Aware Plan (the “2004
Plan”).
For
purposes of the opinion expressed in this letter, I have examined copies of the
Registration Statement, the 2004 Plan, the Certificate of Incorporation and
Bylaws of the Company, records of the corporate proceedings of the Company and
such other documents and records of the Company as I have deemed necessary or
appropriate as a basis for such opinion. In making my examination, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals and the
conformity to the originals of all documents submitted to me as photostatic or
conformed copies.
Based on
the foregoing, and having regard to such legal considerations as I have deemed
relevant, I am of the opinion that the Shares have been duly authorized and,
upon the issuance thereof and payment therefor in accordance with the terms of
the 2004 Plan, will be legally issued, fully paid and
nonassessable.
I express
no opinion as to any matter which may be, or which purports to be, governed by
the laws of any jurisdiction other than the General Corporation Law of the State
of Delaware and the federal laws of the United States of America, in each case
as in effect on the date of this letter.
I hereby
consent to the inclusion of this letter as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto. In giving such consent, I do not
thereby concede that I am within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
promulgated thereunder.
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Very
truly yours,
|
|
|
/s/
Stephen A. Trowbridge
|
|
|
Stephen
A. Trowbridge
|
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8 of our report dated August 14, 2009 relating to the financial statements,
financial statement schedule and the effectiveness of internal control over
financial reporting of AngioDynamics, Inc., which appears in AngioDynamics’
Annual Report on Form 10-K for the year ended May 31, 2009.
/s/
PricewaterhouseCoopers LLP
Albany,
New York
October
30, 2009