-----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, A41CzQcnx4H2LsIEcXKlY/WzuSsP1oq/mRNo0Ktey1lv1/LAZaFEjlmsIwXZjv+q jt+O6sxdr5utKBYX+w24lA== 0001012870-00-000496.txt : 20000211 0001012870-00-000496.hdr.sgml : 20000211 ACCESSION NUMBER: 0001012870-00-000496 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-93495 FILED AS OF DATE: 20000210 EFFECTIVENESS DATE: 20000210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACUSON CORP CENTRAL INDEX KEY: 0000717014 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942784998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-30080 FILM NUMBER: 532295 BUSINESS ADDRESS: STREET 1: 1220 CHARLESTON RD STREET 2: PO BOX 7393 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039 BUSINESS PHONE: 4159699112 MAIL ADDRESS: STREET 1: P O BOX 7393 STREET 2: 1220 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 74039 S-3MEF 1 REGISTRATION TO FORM S-3 PURSUANT TO RULE 462 (B) As filed with the Securities and Exchange Commission on February 10, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________ ACUSON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 3845 94-2784998 (State or other jurisdiction (Primary Standard (I.R.S. Employer of incorporation or Industrial Classification Identification organization) Code Number) Number) 1220 Charleston Road Mountain View, CA 94043 (650) 969-9112 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Charles H. Dearborn Vice President of Human Resources and Legal Affairs, General Counsel and Secretary 1220 Charleston Road Mountain View, CA 94043 (650) 969-9112 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Keith A. Flaum, Esq. Cooley Godward LLP 5 Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 (650) 843-5000 ___________ APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-93495 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Shares to be Offering Aggregate Amount of Registered Amount to be Registered (1) Price per Share Offering Price Registration Fee (2) - ----------------------------------------------------------------------------------------------------------------------- Common Stock, par value 18 $15.06 $271.08 $0.07 $0.0001 per share - -----------------------------------------------------------------------------------------------------------------------
(1) This registration statement shall cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant's outstanding Common Stock. (2) 1,272,541 shares were registered under Registration Statement No. 333- 93495, in connection with which a filing fee of $4,041.49 was paid. ================================================================================ Explanatory Note This registration statement relates to the public offering of Common Stock of Acuson Corporation contemplated by a Registration Statement on Form S-3 (File No. 333-93495) (the "Prior Registration Statement"), which was declared effective by the Securities and Exchange Commission on January 11, 2000, and is filed solely to increase the number of shares to be offered in such offering by 18 shares. The contents of the Prior Registration Statement are hereby incorporated by reference. Explanatory Note This registration statement relates to the public offering of Common Stock of Acuson Corporation contemplated by a Registration Statement on Form S-3 (File No. 333-93495) (the "Prior Registration Statement"), which was declared effective by the Securities and Exchange Commission on January 11, 2000, and is filed solely to increase the number of shares to be offered in such offering by 18 shares. The contents of the Prior Registration Statement are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, the State of California on the 10th day of February, 2000. ACUSON CORPORATION By: /s/ Daniel R. Dugan --------------------- Daniel R. Dugan President and Director Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
- ------------------------------------------------------------------------------------------------------------------ Signature Title Date - ------------------------------------------------------------------------------------------------------------------- * Chief Executive Officer and Chairman February 10th, 2000 Samuel H. Maslak of the Board - ------------------------------------------------------------------------------------------------------------------- President and Director February 10th, 2000 /s/ Daniel R. Dugan - ------------------- Daniel R. Dugan - ------------------------------------------------------------------------------------------------------------------- * Vice President, Chief Financial February 10th, 2000 Barry Zwarenstein Officer (Principal Financial Officer) - ------------------------------------------------------------------------------------------------------------------- * Vice President, Corporate Controller February 10th, 2000 L. Thomas Morse (Principal Accounting Officer) - ------------------------------------------------------------------------------------------------------------------- * Director February 10th, 2000 Albert L. Greene - ------------------------------------------------------------------------------------------------------------------- * Director February 10th, 2000 Karl H. Johannsmeier - ------------------------------------------------------------------------------------------------------------------- * Director February 10th, 2000 William J. Mercer - -------------------------------------------------------------------------------------------------------------------
*By: /s/ Daniel R. Dugan ------------------- Daniel R. Dugan ATTORNEY-IN-FACT II-1 EXHIBIT INDEX Exhibit - ------- Number Description of Document - ------ ----------------------- 5.1 Opinion of Cooley Godward LLP as to legality of securities. 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of Cooley Godward LLP (reference is made to Exhibit 5.1). 24.1 Power of Attorney, incorporated by reference to the Registration Statement on Form S-3 of the Registrant, File No. 333-93495.
EX-5.1 2 OPINION OF COOLEY GODWARD LLP EXHIBIT 5.1 [LETTERHEAD OF COOLEY GODWARD LLP] February 10, 2000 Acuson Corporation 1220 Charleston Road Mountain View, CA 94043 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Acuson Corporation, a Delaware corporation (the "Company") of an abbreviated registration statement pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") on February 10, 2000, covering the sale by certain selling stockholders of an additional 18 shares of the Company's common stock (the "Selling Stockholder Shares"). All of the Selling Stockholder Shares are to be sold by the selling stockholders as described in the Registration Statement. In connection with this opinion, we have examined the Registration Statement and related Prospectus incorporated by reference therein, the Company's Certificate of Incorporation and Bylaws, each as amended and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. Our opinion is expressed only with respect to the federal laws of the United States of America, the General Corporation Law of the State of Delaware and the laws of the State of California. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Selling Stockholder Shares are validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto. Very truly yours, Cooley Godward LLP By: /s/ Keith A. Flaum ---------------------------- Keith A. Flaum 2. EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 29, 1999 included in Acuson Corporation's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP San Jose, California February 9, 2000 3. -----END PRIVACY-ENHANCED MESSAGE-----