As filed with the Securities and Exchange Commission on June 7, 2002
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
(Address, including zip code, of principal executive offices)
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Wright Medical Group, Inc.
2002 Employee Stock Purchase 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:
Rebecca W. Ballou, Esq.
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 20th Floor
Memphis, TN 38103
(901) 526-2000
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Calculation of Registration Fee
Amount to be Proposed maximum Proposed maximum Amount of
Title of securities to be registered offering price per aggregate offering registration
registered (1) share (2) price (2) fee
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Common Stock 200,000 $20.68 $4,136,000 $380.51
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1. This Registration Statement covers 200,000 shares of voting common stock,
$0.01 par value per share, of Wright Medical Group, Inc. (the "Common
Stock") issuable pursuant to the 2002 Wright Medical Group, Inc. Employee
Stock Purchase 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 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 June 5, 2002.
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 Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the Commission on February 28,
2002;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002, filed with the Commission on May 7,
2002;
(c) The Company's Current Report on Form 8-K, filed with the
Commission on May 13, 2002; and
(d) The description of the Common Stock contained in the
Prospectus portion of the Company's Form S-1 (Registration No.
333-81618) filed with the Commission on February 28, 2002,
under the heading "Description of Capital Stock."
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 as amended (the "Exchange Act") 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.
The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference in this registration statement
its report dated February 22, 2002, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001. The absence
of such consent may limit recovery by investors on certain claims,
including without limitation, claims arising under Section 11 of the
Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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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
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
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4.1 Wright Medical Group, Inc. 2002 Employee Stock
Purchase Plan (incorporated by reference to the
Company's Definitive Proxy Statement filed with the
Commission on April 30, 2002).
5 Opinion of Baker Donelson Bearman & Caldwell
concerning the legality of the securities being
registered.
23.1 The Company was unable to obtain the written consent
of Arthur Andersen LLP to incorporate by reference
its report dated February 28, 2002. See Item 3.
23.2 Consent of Baker Donelson Bearman & Caldwell
(included in Exhibit 5).
24 Power of Attorney (reference is made to the signature
page).
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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.
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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.
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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 7th day of June, 2002.
WRIGHT MEDICAL GROUP, INC.
By: /s/ F. Barry Bays
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F. Barry Bays
President and Chief Executive
Officer
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:
Signature Title Date
/s/ F. BARRY BAYS President, Chief Executive
-------------------- Officer and Director June 7, 2002
F. Barry Bays (Principal Executive Officer)
/s/ JOHN K. BAKEWELL Chief Financial Officer
-------------------- (Principal Financial Officer June 7, 2002
John K. Bakewell and Principal
Accounting Officer)
/s/ JAMES T. TREACE
-------------------- Chairman of the Board June 7, 2002
James T. Treace
/s/ RICHARD B. EMMITT
-------------------- Director June 7, 2002
Richard B. Emmitt
/s/ JAMES E. THOMAS
-------------------- Director June 7, 2002
James E. Thomas
/s/ THOMAS E. TIMBIE
-------------------- Director June 7, 2002
Thomas E. Timbie
/s/ ELIZABETH H. WEATHERMAN
-------------------- Director June 7, 2002
Elizabeth H. Weatherman
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
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4.1 Wright Medical Group, Inc. 2002 Employee Stock Purchase Plan
(incorporated by reference to the Company's Definitive Proxy
Statement filed with the Commission on April 30, 2002).
5 Opinion of Baker Donelson Bearman & Caldwell concerning the
legality of the securities being registered.
23.1 The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference its report dated
February 28, 2002. See Item 3.
23.2 Consent of Baker Donelson Bearman & Caldwell (included in
Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
6