Delaware
|
74-2765381
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
No.)
|
20925
Crossroads Circle, Suite 100
|
|
Waukesha,
Wisconsin
|
53186
|
(Address
of principal executive offices)
|
(ZIP
Code)
|
Emil
H. Soika
President
and Chief Executive Officer
Criticare
Systems, Inc.
20925
Crossroads Circle, Suite 100
Waukesha,
Wisconsin 53186
(Name
and address of agent for service)
262-798-8282
(Telephone
number, including area code
of
agent for service)
|
Copy
to:
Benjamin
G. Lombard, Esq.
Reinhart
Boerner Van Deuren s.c.
1000
North Water Street
Suite
2100
Milwaukee,
Wisconsin 53202
414-298-1000
|
Title
of Securities
to
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
Common
Stock, $.04 par
value
per share
|
500,000
(1)
|
$5.11
(2)
|
$2,555,000
(2)
|
$273.39
(2)
|
(1)
|
This
Registration Statement also covers any additional shares of Common
Stock
which become issuable under the Criticare Systems Inc. 2003 Stock
Option
Plan by reason of any stock dividend, stock split, recapitalization
or
other similar transaction effected without the receipt of consideration
by
Criticare Systems, Inc. (the "Registrant") which results in an increase
in
the number of the outstanding shares of the Registrant's Common
Stock.
|
(2)
|
For
the purpose of computing the registration fee, the Registrant has
used
$5.11 as the average of the high and low prices of the Common Stock
as
reported on February 8, 2006 on the American Stock Exchange for the
offering price per share, in accordance with Rule 457(c) and (h). The
actual offering price will be determined in accordance with the terms
of
the Plan.
|
4.1
|
Restated Certificate of Incorporation of the Registrant |
4.2
|
By-Laws of the Registrant |
4.3
|
Rights
Agreement
|
5
|
Opinion
of Reinhart Boerner Van Deuren s.c. as to the legality of the stock
being registered
|
23.1 |
Consent
of BDO Seidman, LLP
|
23.2
|
Consent
of Reinhart Boerner Van Deuren s.c. (included in its opinion filed
as
Exhibit 5 hereto)
|
24 | Power of Attorney (included on the signature page hereto) |
Signature
|
Title
|
Date
|
||
/s/
Emil H. Soika
|
President,
Chief Executive Officer
|
February 10,
2006
|
||
Emil
H. Soika
|
and Director | |||
/s/
Higgins D. Bailey
|
Chairman
of the Board
|
February 10,
2006
|
||
Higgins
D. Bailey
|
and Director | |||
/s/
Stephen K. Tannenbaum
|
Director
|
February 10,
2006
|
||
Stephen
K. Tannenbaum
|
||||
/s/
Jeffrey T. Barnes
|
Director
|
February 10,
2006
|
||
Jeffrey
T. Barnes
|
||||
/s/
N.C. Joseph Lai
|
Director
|
February 10,
2006
|
||
N.C.
Joseph Lai
|
||||
/s/
Joel D. Knudson
|
Vice
President-Finance and Secretary
|
February 10,
2006
|
||
Joel
D. Knudson
|
(Principal Accounting Officer
and Principal Financial Officer)
|
Exhibit
Number
|
Description
|
Incorporated
Herein
by
Reference to
|
Filed
Herewith
|
|
4.1
|
Restated
Certificate of Incorporation
of
the Registrant
|
The
Registrant's Registration Statement on
Form
S-1, registration
no. 33-13050
|
||
4.2
|
By-Laws
of the Registrant
|
The
Registrant's Registration Statement on
Form
S-1, registration
no. 33-13050
|
||
4.3
|
Rights
Agreement
|
The
Registrant's Current Report on
Form
8-K filed on April 18, 1997
|
||
5
|
Opinion
of Counsel
|
X
|
||
23.1
|
Consent
of BDO Seidman, LLP
|
X
|
||
23.2
|
Consent
of Counsel
|
Contained
in Opinion
filed
as
Exhibit 5
|
||
24
|
Power
of Attorney
|
Signature
Page to Registration Statement
|