-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OErPlBkPU1ELYUbbpzp46xCEaPq0aOu51+7vjKDjhp69ntJtT9nQRkNwsQU4dOvu DMErZ1zSEzeubQwvI6H0fg== 0000950144-01-509957.txt : 20020412 0000950144-01-509957.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950144-01-509957 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011212 EFFECTIVENESS DATE: 20011212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIPATH IMAGING INC CENTRAL INDEX KEY: 0001041426 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 561995728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74936 FILM NUMBER: 1811879 BUSINESS ADDRESS: STREET 1: 780 PLANTATION DR CITY: BURLINGTON STATE: NC ZIP: 27215 BUSINESS PHONE: 3362229707 MAIL ADDRESS: STREET 1: PO BOX 1029 CITY: BURLINGTON STATE: NC ZIP: 27216-1029 FORMER COMPANY: FORMER CONFORMED NAME: AUTOCYTE INC DATE OF NAME CHANGE: 19970620 S-8 1 g72924s-8.txt TRIPATH IMAGING / 1997 DIRECTOR STOCK OPTION PLAN As filed with the Securities and Exchange Commission on December 12, 2001 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- TRIPATH IMAGING, INC. (Exact name of registrant as specified in its charter) DELAWARE 56-1995728 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 780 PLANTATION DRIVE BURLINGTON, NORTH CAROLINA 27215 (Address of principal executive offices) ------------------------------- 1997 DIRECTOR STOCK OPTION PLAN (Full title of the plan) PAUL R. SOHMER, M.D. PRESIDENT AND CHIEF EXECUTIVE OFFICER TriPath Imaging, Inc. 780 Plantation Drive Burlington, North Carolina 27215 (336) 222-9707 (Name, address and telephone number of agent for service) ------------------------------- with copies to: STEVEN N. FARBER, ESQUIRE JAMES T. BARRETT, ESQUIRE Palmer & Dodge LLP 111 Huntington Avenue at Prudential Center Boston, Massachusetts 02119-7613 (617) 239-0100 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered(2) offering price per aggregate offering registration share(1) price(1) fee - -------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 200,000 $6.715 $1,343,000 $ 320.98 - --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) based upon the average of the high and low sale prices on December 5, 2001 as reported by the Nasdaq National Market System. (2) This Registration Statement registers an additional 200,000 shares under the 1997 Director Stock Option Plan, under which 100,000 shares have been previously registered (SEC File No. 333-41467). =============================================================================== Page 1 of 6 STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT Pursuant to Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on December 4, 1997 (File No. 333-41467) relating to the registration of 100,000 shares of the Registrant's Common Stock $0.01 par value per share (the "Common Stock") under the Registrant's 1997 Director Stock Option Plan (the "Plan") is incorporated by reference in its entirety in this Registration Statement, except as to items set forth below. This Registration Statement provides for the registration of an additional 200,000 shares of the Registrant's Common Stock to be issued under the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Page 2 of 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Burlington, North Carolina, on this 11th day of December, 2001. TRIPATH IMAGING, INC. By:/s/ Paul R. Sohmer --------------------------------------- Paul R. Sohmer, M.D. President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of TriPath Imaging, Inc., hereby severally constitute and appoint Paul R. Sohmer and James T. Barrett, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 including any post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact 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:
SIGNATURE TITLE DATE --------- ----- ---- /s/ Paul R. Sohmer President, Chief Executive Officer - --------------------------------- and Director Paul R. Sohmer, M.D. (Principal Executive Officer) December 11, 2001 Senior Vice President and Chief /s/ Stephen P. Hall Financial Officer (Principal Financial - --------------------------------- Officer) December 11, 2001 Stephen P. Hall /s/ James D. Everhart Treasurer December 11, 2001 - --------------------------------- (Principal Accounting Officer) James D. Everhart /s/ Thomas A. Bonfiglio Director December 11, 2001 - --------------------------------- Thomas A. Bonfiglio /s/ Richard A. Charpie Director December 11, 2001 - --------------------------------- Richard A. Charpie /s/ Haywood D. Cochrane Director December 11, 2001 - -------------------------------- Haywood D. Cochrane /s/ Robert E. Curry Director December 11, 2001 - -------------------------------- Robert E. Curry /s/ David A. Thompson Director December 11, 2001 - -------------------------------- David A. Thompson
Page 3 of 6 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP, filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page to this Registration Statement).
Page 4 of 6 EX-5.1 3 g72924ex5-1.txt OPINION OF PALMER & DODGE LLP EXHIBIT 5.1 PALMER & DODGE LLP 111 HUNTINGTON AVENUE AT PRUDENTIAL CENTER, BOSTON, MA 02119-9707 TELEPHONE: (617) 239-0100 FACSIMILE: (617) 227-4420 December 11, 2001 TriPath Imaging, Inc. 780 Plantation Drive Burlington, North Carolina 27215 Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by TriPath Imaging, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The Registration Statement relates to 200,000 shares (the "Shares") of the Company's Common Stock, $0.01 par value, offered pursuant to the provisions of the Company's 1997 Director Stock Option Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with the authorization of the issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that when issued in accordance with the terms of the Plan, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement. Very truly yours, PALMER & DODGE LLP Page 5 of 6 EX-23.1 4 g72924ex23-1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 1997 Director Stock Option Plan of TriPath Imaging, Inc. of our report dated February 2, 2001, with respect to the consolidated financial statements of TriPath Imaging, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Raleigh, North Carolina December 11, 2001 Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----