ad17650636-s8.htm
 
 
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.
 
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).
 
 
 
(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.
 
 
 
ANGIODYNAMICS, INC.
   
 
By:
/s/ Jan Keltjens
   
Name:
Jan Keltjens
   
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
 
  
 
/s/ Howard W. Donnelly
Howard W. Donnelly
 
  
 
 
Director
  
 
 
October 30, 2009
 
 
 
/s/ Paul S. Echenberg
Paul S. Echenberg
  
 
 
Director
  
 
October 30, 2009
 
 
 
/s/ Jeffrey G. Gold
Jeffrey G. Gold
  
 
 
Director
  
 
October 30, 2009
 
 
/s/ Wesley E. Johnson, Jr.
Wesley E. Johnson, Jr.
  
 
 
Director
  
 
 
October 30, 2009
 
 
 
/s/ Steve LaPorte
Steve LaPorte
  
 
 
Director
  
 
 
October 30, 2009
 
  
 
/s/ Dennis S. Meteny
Dennis S. Meteny
  
 
 
Director
  
 
October 30, 2009
 
 
 
/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).