Minnesota | 41-1356149 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
9924 West 74th Street | 55344 | |
Eden Prairie, Minnesota | (Zip Code) | |
(Address of principal executive offices) |
Large accelerated filer: o
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Accelerated filer: þ | Non-accelerated filer: o | Smaller reporting company: o | |||
(Do not check if a smaller reporting company) |
Proposed | ||||||||||||||
Title of | Amount | Maximum | Proposed Maximum | Amount of | ||||||||||
Securities to | to be | Offering Price | Aggregate Offering | Registration | ||||||||||
be Registered | Registered (1) | Per Share (2) | Price (2) | Fee | ||||||||||
Common Stock, |
200,000 | |||||||||||||
$.05 par value |
shares | $19.42 | $3,884,000 | $276.93 | ||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended , this Registration Statement will also cover any additional shares of common stock, par value $.05 (Common Stock), of SurModics, Inc. that become issuable under the SurModics, Inc. 1999 Employee Stock Purchase Plan (as amended and restated as of November 30, 2009) by reason of any stock dividend, stock split, reorganization or other similar transaction effected without the registrants receipt of consideration that results in an increase in the number of outstanding shares of the Common Stock. | |
(2) | Estimated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act of 1933 based on the average of the high and low sale prices per share of the Registrants Common Stock as quoted on the NASDAQ Global Select Market on February 23, 2010. |
Exhibit | Description | |
4.1
|
Amended and Restated Articles of Incorporation (1) | |
4.2
|
Amended and Restated Bylaws (2) | |
5
|
Opinion of Faegre & Benson LLP as to the legality of the shares being registered | |
23.1
|
Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement) | |
23.2
|
Consent of Deloitte & Touche LLP | |
24
|
Powers of Attorney (included on page 2 of this Registration Statement) | |
99
|
SurModics, Inc. 1999 Employee Stock Purchase Plan (as amended and restated as of November 30, 2009) (3) |
(1) | Incorporated by reference to Exhibit 3.1 of the Companys Quarterly Report on Form 10-QSB for the quarter ended December 31, 1999, (File No. 0-23837). | |
(2) | Incorporated by reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q for the fiscal year ended December 31, 2009, (File No. 0-23837). | |
(3) | Incorporated by reference to Appendix B to the Companys Definitive Proxy Statement on Schedule 14A, filed with the Commission on December 18, 2009 (File No. 0-23827). |
SURMODICS, INC. | ||||||
By | /s/ Philip D. Ankeny
|
|||||
Senior Vice President and Chief Financial Officer |
Signature | Title | |
/s/ Bruce J Barclay
|
President
and Chief Executive Officer (Principal Executive Officer ) and Director |
|
/s/ Philip D. Ankeny
|
Senior
Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
/s/ Mark A. Lehman
|
Corporate Controller (Principal Accounting Officer) | |
/s/ Robert C. Buhrmaster
|
Chairman | |
/s/ José H. Bedoya
|
Director | |
/s/ John W. Benson
|
Director | |
/s/ Mary K. Brainerd
|
Director | |
/s/ Gerald B. Fischer
|
Director |
Signature | Title | |
/s/ Kenneth H. Keller, Ph.D.
|
Director | |
/s/ Susan E. Knight
|
Director | |
/s/ John A. Meslow
|
Director |
Method | ||||
Exhibit | Description | of Filing | ||
4.1
|
Amended and Restated Articles of Incorporation (1) | Incorporated by Reference |
||
4.2
|
Amended and Restated Bylaws (2) | Incorporated by Reference |
||
5
|
Opinion of Faegre & Benson LLP as to the legality of the shares being registered | Filed Herewith |
||
23.1
|
Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement) | |||
23.2
|
Consent of Deloitte & Touche LLP | Filed Herewith |
||
24
|
Powers of Attorney (included on page 2 of this Registration Statement) | |||
99
|
SurModics, Inc. 1999 Employee Stock Purchase Plan (as amended and restated as of November 30, 2009) (3) | Incorporated by Reference |
(1) | Incorporated by reference to Exhibit 3.1 of the Companys Quarterly Report on Form 10-QSB for the quarter ended December 31, 1999, (File No. 0-23837). | |
(2) | Incorporated by reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q for the fiscal year ended December 31, 2009, (File No. 0-23837). | |
(3) | Incorporated by reference to Appendix B to the Companys Definitive Proxy Statement on Schedule 14A, filed with the Commission on December 18, 2009, (File No. 0-23827). |