-----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, WYuUX5CXrtyWQn1OwF7ZTAi4wWJujjjKzQtxwOxTWywRWw8F+cU+U+Yclr8CV3zm tHdOtiq3byTzfAmZbQ1bTw== 0000914317-08-001481.txt : 20080520 0000914317-08-001481.hdr.sgml : 20080520 20080520172633 ACCESSION NUMBER: 0000914317-08-001481 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080519 FILED AS OF DATE: 20080520 DATE AS OF CHANGE: 20080520 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONMED CORP CENTRAL INDEX KEY: 0000816956 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 160977505 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 525 FRENCH ROAD CITY: UTICA STATE: NY ZIP: 13502 BUSINESS PHONE: 315-624-3215 MAIL ADDRESS: STREET 1: 310 BROAD STREET STREET 2: 525 FRENCH ROAD CITY: UTICA STATE: NY ZIP: 13502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATTHEWS WILLIAM CENTRAL INDEX KEY: 0001201836 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16093 FILM NUMBER: 08849777 BUSINESS ADDRESS: STREET 1: 621 PATIO CIRCLE DRIVE CITY: ONEIDA STATE: NY ZIP: 13421 BUSINESS PHONE: 315 363 7984 4 1 form4-92834_wmex.xml 4 X0202 4 2008-05-19 1 0000816956 CONMED CORP CNMD 0001201836 MATTHEWS WILLIAM 621 PATIO CIRCLE DRIVE ONEIDA NY 13421 1 0 0 0 Common Stock 2008-05-19 4 M 0 1000 0 A 5500 D RSUs (Restricted Stock Units) 2008-05-19 4 M 0 1000 0 A 2008-05-18 2017-05-18 Common Stock 1000 0 D SAR's (Stock Appreciation Rights) 30.04 2007-05-18 4 A 0 2500 0 A 2008-05-18 2009-05-18 Common Stock 2500 2500 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.01 per share of ConMed Corporation (the "Company") and will be subject to the terms and conditions of the Company's 2007 Non-Employee Director Equity Compensation Plan, with the RSUs generally vesting 20% per year over a five year period, with any unvested RSUs to vest and be delivered upon the Director's termination of service provided the Director has completed one full year of service since the date of the award. Mr. Matthews did not stand for reelection in 2008 but completed one full year of service since the date of the award so all RSUs have vested. The stock appreciation rights ("SARs") were granted under the Company's 2007 Non-Employee Director Equity Compensation Plan, with the SARs generally vesting 20% per year over a five year period, with any unvested SARs to vest upon the Director's termination of service provided the Director has completed one full year of service since the date of the award in which case the SARs shall be exercisable at any time prior to the expiration date of the SAR or within one year after the date of such termination, whichever period is shorter. Mr. Matthews did not stand for reelection in 2008 but completed one full year of service since the date of the award so all SARs granted on 05/18/2007 have vested with an expiration date of 05/18/09. The RSUs and SARs were granted at no cost to the Reporting Person. Heather L. Cohen for William D. Matthews by Power of Attorney 2008-05-20 EX-24 2 ex24.htm Unassociated Document


Know all by these presents that, the undersigned hereby constitutes and appoints each of Daniel S. Jonas, Heather L. Cohen, Andrew W. Beakman and Robert D. Shallish, Jr., signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)           Execute for and on behalf of the undersigned, in the undersigned's capacity as a director of ConMed Corp., (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)           Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of February, 2008.



/s/ William D. Matthews
William D. Matthews







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