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Form S-8
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     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>As filed
with the Securities and Exchange Commission on June __, 2002</B></FONT></TD>
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     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Registration
No. 333-</B></FONT></TD>
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     <TD><HR SIZE=4></TD>
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<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SECURITIES
AND EXCHANGE COMMISSION</FONT></B><BR>

<B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Washington,
D.C. 20549</FONT></B></P>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=5>FORM
S-8</FONT></B></P>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION
STATEMENT<BR>UNDER THE<BR>SECURITIES ACT OF 1933</FONT></B></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><B>CONMED
CORPORATION</B></FONT><BR><FONT FACE="Times New Roman, Times, Serif"
SIZE=1>(Exact Name of Registrant as Specified in Its Charter)</FONT></P>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>New York</FONT></B><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1>(State or Other Jurisdiction
of Incorporation or Organization)</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>16-0977505</B></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1>(I.R.S. Employer Identification
Number)</FONT></P>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>525 French
Road<BR>Utica, New York 13502-5994</FONT></B><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1>(Address of Principal
Executive Offices)</FONT></P>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Stock Option
Plan for Non-Employee Directors of CONMED Corporation<BR>CONMED Corporation 1999
Long-Term Incentive Plan<BR>CONMED Corporation 2002 Employee Stock Purchase Plan</FONT></B><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1>(Full Title of the
Plans)</FONT></P>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Daniel S.
Jonas, Esq.<BR>CONMED Corporation<BR>525 French Road<BR>Utica, New York
13502-5994<BR>(315) 797-8375</FONT></B><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1>(Name, Address and Telephone
Number of Agent for Service)</FONT>


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     <TD COLSPAN=5 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
          <B>CALCULATION OF REGISTRATION FEE</B></FONT></TD>
</TR>
<TR VALIGN=BOTTOM>
     <TD WIDTH=48% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
                                <B>Title of Securities<BR>to be Registered</B></FONT></TD>
     <TD WIDTH=13% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
                                <B>Amount to be<BR>Registered(1)</B></FONT></TD>
     <TD WIDTH=13% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
                                <B>Proposed<BR>Maximum<BR>Offering Price<BR>Per Share(2)</B></FONT></TD>
     <TD WIDTH=13% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
                                <B>Proposed<BR>Maximum<BR>Aggregate<BR>Offering Price</B></FONT></TD>
     <TD WIDTH=13% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
                                <B>Amount of<BR>Registration<BR>Fee</B></FONT></TD>
</TR>
<TR VALIGN=BOTTOM>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B>Common Stock ($.01 par value) to be issued under the<BR>
&nbsp;&nbsp;&nbsp;Stock Option Plan for Non-Employee Directors of CONMED Corporation<BR>
&nbsp;&nbsp;&nbsp;CONMED Corporation 1999 Long-Term Incentive Plan<BR>
&nbsp;&nbsp;&nbsp;CONMED Corporation 2002 Employee Stock Purchase Plan (3)<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Total</B></FONT>
</TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B><BR>100,000<BR>1,000,000<BR><U>1,000,000</U><BR>2,100,000</B></FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B><BR>$23.43<BR>$23.43<BR>$23.43<BR>&nbsp;</B></FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B><BR>$2,342,500<BR>$23,425,000<BR><U>$23,425,000</U><BR>$49,192,500</B></FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B><BR>$216<BR>$2,155<BR><U>$2,155</U><BR>$4,526</B></FONT></TD>
</TR>
</TABLE>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B>(1)</B></FONT></TD>
<TD WIDTH=95%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1><B>This Registration Statement
also relates to an indeterminate number of additional shares of common stock
that may be issued pursuant to anti-dilution and adjustment provisions of the
above-named plans.</B></FONT></TD>
</TR>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B>(2)</B></FONT></TD>
<TD WIDTH=95%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1><B>Calculated solely for the
purpose of determining the registration fee pursuant to Rule&#160;457(g) based
upon the average of the bid and asked prices reported on the NASDAQ National
Market on June 7, 2002, $23.43 per share.</B></FONT></TD>
</TR>
</TABLE>
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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=1><B>(3)</B></FONT></TD>
<TD WIDTH=95%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=1><B>In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this Registration Statement also
covers an </B> <B>indeterminate amount of interests to be offered or sold
pursuant to the 2002 Employee Stock Purchase Plan. Pursuant to Rule 457(h)(2) no
fee is payable with respect to the registration of these
interests.</B></FONT></TD>
</TR>
</TABLE>
<BR>

<PAGE>
<BR>

<CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART I</FONT></B>
<HR SIZE=1 NOSHADE>
</CENTER>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></B></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>EXPLANATORY
NOTE</U></FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
permitted by Rule 428 under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this registration statement as required by Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission (the
&#147;Commission&#148;) as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule&#160;424 of the
Securities Act. </FONT></P>

<BR><BR><BR><BR><BR><BR><BR><BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>I-1</FONT></P>



<PAGE>
<BR>


<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART II</FONT></B></P>

<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</FONT></B></P>

<P><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 3.&nbsp;&nbsp;&nbsp;
Incorporation of Documents By Reference</FONT></B></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by
CONMED Corporation (the &#147;Company&#148;), pursuant to the Securities
Exchange Act of 1934 (the &#147;Exchange Act&#148;) (File No. 0-16093), are
hereby incorporated by reference in this Registration Statement: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The annual report on Form
10-K for the fiscal year ended December 31, 2001;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The quarterly report on Form
10-Q for the fiscal quarter ended March 31, 2002; and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The description of the
Company&#146;s Common Stock which is contained in its Registration Statement on
Form 8-A, filed on August 5, 1987 pursuant to the Exchange Act. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date filing of such
documents. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. </FONT></P>

<P><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 4.&nbsp;&nbsp;&nbsp;
Description of Securities</FONT></B></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<P><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 5.&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel</FONT></B></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the Common Stock
registered hereby, shares of which are issuable by the Registrant pursuant to
the Stock Option Plan for Non-Employee Directors, the 1999 Long-Term Incentive
Plan and the 2002 Employee Stock Purchase Plan, is being passed on by Daniel S.
Jonas, Vice President-Legal Affairs and General Counsel of the Company, who as
an executive officer of the Registrant is a potential beneficiary under the 1999
Long-Term Incentive Plan and the 2002 Employee Stock Purchase Plan. </FONT></P>

<BR><BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II-1</FONT></P>



<PAGE>
<BR>


<P><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 6.&nbsp;&nbsp;&nbsp;Indemnification of Directors and
Officers</FONT></B></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 722 of the New York
Business Corporation Law (the &#147;BCL&#148;) provides that a corporation may
indemnify an officer or director, in the case of third party actions, against
judgments, fines, amounts paid in settlement and reasonable expenses and, in the
case of derivative actions, against amounts paid in settlement and reasonable
expenses, if the director or officer &#147;acted, in good faith, for a purpose
which he reasonably believed to be in . . . the best interests of the
corporation&#148; and, in the case of criminal actions, in addition, &#147;had
no reasonable cause to believe that his conduct was unlawful.&#148; Statutory
indemnification may not be provided in derivative actions in respect of a
threatened action, or a pending action which is settled or otherwise disposed
of, or any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement and expenses as the court deems
proper. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As contemplated by BCL Section
721, the Registrant&#146;s By-laws, as amended on December 26, 1990, provide a
broader basis for indemnification in accordance with and as permitted by BCL
Article 7. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 6.6 of the By-Laws of
the Registrant (referred to in the By-Laws as the &#147;Corporation&#148;) provides as
follows:</FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Section 6.6.
Indemnification. The Corporation shall indemnify each person made or threatened
to be made a party to any action or proceeding, whether civil or criminal, by
reason of the fact that such person or such person&#146;s testator or intestate
is or was a director or officer of the Corporation, or serves or served at the
request of the Corporation, any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys&#146; fees, incurred in connection with such action or
proceeding, or any appeal therein, provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, and provided
further that no such indemnification shall be required with respect to any
settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the Corporation has given its prior consent to such
settlement or other disposition.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Corporation may advance or promptly reimburse upon request any person entitled
to indemnification hereunder for all expenses, including attorneys&#146; fees,
reasonably incurred in defending any action or proceeding in advance of the
final disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith with
any request by the Corporation that common counsel be utilized by the parties to
an action or proceeding who are</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II-2</FONT></P>



<PAGE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
similarly situated unless to do so would be inappropriate due to actual or
potential differing interests between or among such parties.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Anything
in these by-laws to the contrary notwithstanding, no elimination of this by-law,
and no amendment of this by-law adversely affecting the right of any person to
indemnification or advancement of expenses hereunder shall be effective until
the 60th day following notice to such person of such action, and no elimination
of or amendment to this by-law shall deprive any person of his or her rights
hereunder arising out of alleged or actual occurrences, acts or failures to act
prior to such 60th day.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Corporation shall not, except by elimination or amendment of this by-law in a
manner consistent with the preceding paragraph, take any corporate action or
enter into any agreement which prohibits, or otherwise limits the rights of any
person to, indemnification in accordance with the provisions of this by-law. The
indemnification of any person provided by this by-law shall continue after such
person has ceased to be a director, officer or employee of the Corporation and
shall inure to the benefit of such person&#146;s heirs, executors,
administrators and legal representatives.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Corporation is authorized to enter into agreements with any of its directors,
officers or employees extending rights to indemnification and advancement of
expenses to such person to the fullest extent permitted by applicable law as it
currently exists, but the failure to enter into any such agreement, shall not
affect or limit the rights of such person pursuant to this by-law, it being
expressly recognized hereby that all directors, officers and employees of the
Corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the Corporation is estopped to contend otherwise.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
case any provision in this by-law shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of the
Corporation to afford indemnification and advancement of expenses to its
directors, officers and employees, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this by-law, the Corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance by such person of
his or her duties to the Corporation also imposes duties on, or otherwise
involves services by, such person to the plan or participants or beneficiaries
of the plan, and excise taxes assessed on a person with respect to an employee
benefit plan pursuant to applicable law shall be considered indemnifiable
expenses. For purposes of this by-law, the term &#147;Corporation&#148; shall
include any legal successor to the Corporation, including any corporation which
acquires all or substantially all of the assets of the Corporation in one or
more transactions.&#148;</FONT></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II-3</FONT></P>



<PAGE>
<BR>


<P><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 7.&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed</FONT></B></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<P><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 8.&nbsp;&nbsp;&nbsp;Exhibits</FONT></B></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=BOTTOM>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit
              <BR><U>No.&nbsp;&nbsp;&nbsp;</U></FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
<U>Description</U></FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.1</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Amended and Restated By-Laws, as adopted by the Board of Directors on December
26, 1990 &#150; incorporated herein by reference to the exhibit in the
Company&#146;s Current Report on Form 8-K, dated March 7, 1991 (File No.
0-16093).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.2</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Composite Version of the Restated Certificate of Incorporation &#150; incorporated
herein by reference to Exhibit 4.2 in the Company&#146;s Registration Statement
on Form S-8, dated May 21, 1999 (File No. 333-78987).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.3</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Composite Version of the Stock Option Plan for Non-Employee Directors of CONMED
Corporation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.4</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Composite Version of the CONMED Corporation 1999 Long-Term Incentive Plan.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.5</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
CONMED Corporation 2002 Employee Stock Purchase Plan &#150; incorporated herein
by reference to the exhibit in the Company&#146;s Proxy Statement on Schedule
14A filed on April 17, 2002 (File No. 0-16093).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Opinion of Daniel S. Jonas, Vice President-Legal Affairs &amp; General Counsel
of CONMED Corporation, with respect to the securities being registered
hereunder.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>23.1</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Consent of Daniel S. Jonas (included in the opinion filed as Exhibit 5 hereto).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>23.2</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Consent of PricewaterhouseCoopers LLP.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>24</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Power of Attorney (included on the signature page of the Registration
Statement).</FONT></TD>
</TR>
</TABLE>
<BR><BR><BR><BR>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II-4</FONT></P>

<PAGE>
<BR>


<P><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 9.&nbsp;&nbsp;&nbsp;Undertakings</FONT></B></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The undersigned registrant
hereby undertakes:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the Registration
Statement;</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
<I>bona fide</I> offering thereof; and</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant&#146;s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial <I>bona fide</I> offering thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than insurance and the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. </FONT></P>

<BR><BR><BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II-5</FONT></P>

<PAGE>
<BR>


<P ALIGN=CENTER><B><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SIGNATURES
OF CONMED CORPORATION</FONT></B></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Utica, State of New
York on this 13th day of June, 2002. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=70%>
<TR valign=top>
     <TD WIDTH=30%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>CONMED Corporation<BR><BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=30%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;Daniel S. Jonas</TD>
</TR>
<TR valign=top>
     <TD WIDTH=30%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=30%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=10%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=55%>
Daniel S. Jonas, Esq.<BR>
Vice President-Legal Affairs &amp; General Counsel
</TD>
</TR>
</TABLE>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS
that each individual whose signature appears below constitutes and appoints
Daniel S. Jonas his true and lawful attorney-in-fact and agent with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the indicated capacities on this
13th day of June, 2002. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35%><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>Name</U></FONT></TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>Title</U></FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Eugene R. Corasanti</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Eugene R. Corasanti</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Chairman of the Board and
Chief Executive Officer</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Robert D. Shallish</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Robert D. Shallish</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Vice President - Finance and
Chief Financial Officer<BR> (Principal Financial Officer)</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Joseph J. Corasanti</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Joseph J. Corasanti</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>President, Chief Operating
Officer and Director</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Luke A. Pomilio</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Luke A. Pomilio</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Vice President - Corporate Controller<BR>
(Principal Accounting Officer)</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Bruce F. Daniels</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Bruce F. Daniels</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Director</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Robert E. Remmell</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Robert E. Remmell</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Director</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ William D. Matthews</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>William D. Matthews</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Director</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
     <TD WIDTH=35% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>/s/ Stuart J. Schwartz</FONT>
<HR SIZE=1 NOSHADE>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Stuart J. Schwartz</FONT>
</TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=60% ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Director</FONT>
     </TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II-6</FONT></P>

<PAGE>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INDEX TO
EXHIBITS</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.1</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Amended and Restated By-Laws, as adopted by the Board of Directors on December
26, 1990 &#150; incorporated herein by reference to the exhibit in the
Company&#146;s Current Report on Form 8-K, dated March 7, 1991 (File No.
0-16093).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.2</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Composite Version of the Restated Certificate of Incorporation - incorporated
herein by reference to Exhibit 4.2 in the Company&#146;s Registration Statement
on Form S-8, dated May 21, 1999 (File No. 333-78987).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.3</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Composite Version of the Stock Option Plan for Non-Employee Directors of CONMED
Corporation.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.4</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Composite Version of the CONMED Corporation 1999 Long-Term Incentive Plan.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.5</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
CONMED Corporation 2002 Employee Stock Purchase Plan &#150; incorporated herein
by reference to the exhibit in the Company&#146;s Proxy Statement on Schedule
14A filed on April 17, 2002 (File No. 0-16093).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Opinion of Daniel S. Jonas, Vice President-Legal Affairs &amp; General Counsel
of CONMED Corporation, with respect to the securities being registered
hereunder.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>23.1</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Consent of Daniel S. Jonas (included in the opinion filed as Exhibit 5 hereto).</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>23.2</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Consent of PricewaterhouseCoopers LLP.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>24</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
Power of Attorney (included on the signature page of the Registration
Statement).</FONT></TD>
</TR>
</TABLE>
<BR><BR><BR><BR>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II-7</FONT></P>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "sc0170-02.htm", "description": "FORM S-8", "secsgml_size_bytes": 38379}]
{"company-data": {"conformed-name": "CONMED CORP", "cik": "0000816956", "assigned-sic": "3845", "irs-number": "160977505", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90444", "film-number": "02678569"}, "business-address": {"street1": "310 BROAD ST", "city": "UTICA", "state": "NY", "zip": "13501", "phone": "3157978375"}, "mail-address": {"street1": "310 BROAD STREET", "street2": "310 BROAD STREET", "city": "UTICA", "state": "NY", "zip": "13501"}}
Form S-8
As filed
with the Securities and Exchange Commission on June __, 2002
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CONMED
CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction
of Incorporation or Organization)
16-0977505
(I.R.S. Employer Identification
Number)
525 French
Road
Utica, New York 13502-5994
(Address of Principal
Executive Offices)
Stock Option
Plan for Non-Employee Directors of CONMED Corporation
CONMED Corporation 1999
Long-Term Incentive Plan
CONMED Corporation 2002 Employee Stock Purchase Plan
(Full Title of the
Plans)
Daniel S.
Jonas, Esq.
CONMED Corporation
525 French Road
Utica, New York
13502-5994
(315) 797-8375
(Name, Address and Telephone
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered(1)
Proposed
Maximum
Offering Price
Per Share(2)
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock ($.01 par value) to be issued under the
Stock Option Plan for Non-Employee Directors of CONMED Corporation
CONMED Corporation 1999 Long-Term Incentive Plan
CONMED Corporation 2002 Employee Stock Purchase Plan (3)
Total
100,000
1,000,000
1,000,000
2,100,000
$23.43
$23.43
$23.43
$2,342,500
$23,425,000
$23,425,000
$49,192,500
$216
$2,155
$2,155
$4,526
(1)
This Registration Statement
also relates to an indeterminate number of additional shares of common stock
that may be issued pursuant to anti-dilution and adjustment provisions of the
above-named plans.
(2)
Calculated solely for the
purpose of determining the registration fee pursuant to Rule 457(g) based
upon the average of the bid and asked prices reported on the NASDAQ National
Market on June 7, 2002, $23.43 per share.
(3)
In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this Registration Statement also
covers an
indeterminate amount of interests to be offered or sold
pursuant to the 2002 Employee Stock Purchase Plan. Pursuant to Rule 457(h)(2) no
fee is payable with respect to the registration of these
interests.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY
NOTE
As
permitted by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this registration statement as required by Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act.
I-1
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   
Incorporation of Documents By Reference
The following documents filed by
CONMED Corporation (the "Company"), pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") (File No. 0-16093), are
hereby incorporated by reference in this Registration Statement:
(a) The annual report on Form
10-K for the fiscal year ended December 31, 2001;
(b) The quarterly report on Form
10-Q for the fiscal quarter ended March 31, 2002; and
(c) The description of the
Company's Common Stock which is contained in its Registration Statement on
Form 8-A, filed on August 5, 1987 pursuant to the Exchange Act.
All documents filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date filing of such
documents.
Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4.   
Description of Securities
Not applicable.
Item 5.   Interests of Named Experts and Counsel
The validity of the Common Stock
registered hereby, shares of which are issuable by the Registrant pursuant to
the Stock Option Plan for Non-Employee Directors, the 1999 Long-Term Incentive
Plan and the 2002 Employee Stock Purchase Plan, is being passed on by Daniel S.
Jonas, Vice President-Legal Affairs and General Counsel of the Company, who as
an executive officer of the Registrant is a potential beneficiary under the 1999
Long-Term Incentive Plan and the 2002 Employee Stock Purchase Plan.
II-1
Item 6.   Indemnification of Directors and
Officers
Section 722 of the New York
Business Corporation Law (the "BCL") provides that a corporation may
indemnify an officer or director, in the case of third party actions, against
judgments, fines, amounts paid in settlement and reasonable expenses and, in the
case of derivative actions, against amounts paid in settlement and reasonable
expenses, if the director or officer "acted, in good faith, for a purpose
which he reasonably believed to be in . . . the best interests of the
corporation" and, in the case of criminal actions, in addition, "had
no reasonable cause to believe that his conduct was unlawful." Statutory
indemnification may not be provided in derivative actions in respect of a
threatened action, or a pending action which is settled or otherwise disposed
of, or any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement and expenses as the court deems
proper.
As contemplated by BCL Section
721, the Registrant's By-laws, as amended on December 26, 1990, provide a
broader basis for indemnification in accordance with and as permitted by BCL
Article 7.
Section 6.6 of the By-Laws of
the Registrant (referred to in the By-Laws as the "Corporation") provides as
follows:
"Section 6.6.
Indemnification. The Corporation shall indemnify each person made or threatened
to be made a party to any action or proceeding, whether civil or criminal, by
reason of the fact that such person or such person's testator or intestate
is or was a director or officer of the Corporation, or serves or served at the
request of the Corporation, any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred in connection with such action or
proceeding, or any appeal therein, provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, and provided
further that no such indemnification shall be required with respect to any
settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the Corporation has given its prior consent to such
settlement or other disposition.
The
Corporation may advance or promptly reimburse upon request any person entitled
to indemnification hereunder for all expenses, including attorneys' fees,
reasonably incurred in defending any action or proceeding in advance of the
final disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith with
any request by the Corporation that common counsel be utilized by the parties to
an action or proceeding who are
II-2
similarly situated unless to do so would be inappropriate due to actual or
potential differing interests between or among such parties.
Anything
in these by-laws to the contrary notwithstanding, no elimination of this by-law,
and no amendment of this by-law adversely affecting the right of any person to
indemnification or advancement of expenses hereunder shall be effective until
the 60th day following notice to such person of such action, and no elimination
of or amendment to this by-law shall deprive any person of his or her rights
hereunder arising out of alleged or actual occurrences, acts or failures to act
prior to such 60th day.
The
Corporation shall not, except by elimination or amendment of this by-law in a
manner consistent with the preceding paragraph, take any corporate action or
enter into any agreement which prohibits, or otherwise limits the rights of any
person to, indemnification in accordance with the provisions of this by-law. The
indemnification of any person provided by this by-law shall continue after such
person has ceased to be a director, officer or employee of the Corporation and
shall inure to the benefit of such person's heirs, executors,
administrators and legal representatives.
The
Corporation is authorized to enter into agreements with any of its directors,
officers or employees extending rights to indemnification and advancement of
expenses to such person to the fullest extent permitted by applicable law as it
currently exists, but the failure to enter into any such agreement, shall not
affect or limit the rights of such person pursuant to this by-law, it being
expressly recognized hereby that all directors, officers and employees of the
Corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the Corporation is estopped to contend otherwise.
In
case any provision in this by-law shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of the
Corporation to afford indemnification and advancement of expenses to its
directors, officers and employees, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.
For
purposes of this by-law, the Corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance by such person of
his or her duties to the Corporation also imposes duties on, or otherwise
involves services by, such person to the plan or participants or beneficiaries
of the plan, and excise taxes assessed on a person with respect to an employee
benefit plan pursuant to applicable law shall be considered indemnifiable
expenses. For purposes of this by-law, the term "Corporation" shall
include any legal successor to the Corporation, including any corporation which
acquires all or substantially all of the assets of the Corporation in one or
more transactions."
II-3
Item 7.   Exemption from Registration Claimed
Not applicable.
Item 8.   Exhibits
Exhibit
No.
Description
4.1
Amended and Restated By-Laws, as adopted by the Board of Directors on December
26, 1990 – incorporated herein by reference to the exhibit in the
Company's Current Report on Form 8-K, dated March 7, 1991 (File No.
0-16093).
4.2
Composite Version of the Restated Certificate of Incorporation – incorporated
herein by reference to Exhibit 4.2 in the Company's Registration Statement
on Form S-8, dated May 21, 1999 (File No. 333-78987).
4.3
Composite Version of the Stock Option Plan for Non-Employee Directors of CONMED
Corporation.
4.4
Composite Version of the CONMED Corporation 1999 Long-Term Incentive Plan.
4.5
CONMED Corporation 2002 Employee Stock Purchase Plan – incorporated herein
by reference to the exhibit in the Company's Proxy Statement on Schedule
14A filed on April 17, 2002 (File No. 0-16093).
5
Opinion of Daniel S. Jonas, Vice President-Legal Affairs & General Counsel
of CONMED Corporation, with respect to the securities being registered
hereunder.
23.1
Consent of Daniel S. Jonas (included in the opinion filed as Exhibit 5 hereto).
23.2
Consent of PricewaterhouseCoopers LLP.
24
Power of Attorney (included on the signature page of the Registration
Statement).
II-4
Item 9.   Undertakings
(a) The undersigned registrant
hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the Registration
Statement;
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof; and
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than insurance and the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
SIGNATURES
OF CONMED CORPORATION
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 Utica, State of New
York on this 13th day of June, 2002.
CONMED Corporation
By:
/s/ Daniel S. Jonas
Name:
Title:
Daniel S. Jonas, Esq.
Vice President-Legal Affairs & General Counsel
KNOW ALL MEN BY THESE PRESENTS
that each individual whose signature appears below constitutes and appoints
Daniel S. Jonas his true and lawful attorney-in-fact and agent with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully 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 by the following persons in the indicated capacities on this
13th day of June, 2002.
Name
Title
/s/ Eugene R. Corasanti
Eugene R. Corasanti
Chairman of the Board and
Chief Executive Officer
/s/ Robert D. Shallish
Robert D. Shallish
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
/s/ Joseph J. Corasanti
Joseph J. Corasanti
President, Chief Operating
Officer and Director
/s/ Luke A. Pomilio
Luke A. Pomilio
Vice President - Corporate Controller
(Principal Accounting Officer)
/s/ Bruce F. Daniels
Bruce F. Daniels
Director
/s/ Robert E. Remmell
Robert E. Remmell
Director
/s/ William D. Matthews
William D. Matthews
Director
/s/ Stuart J. Schwartz
Stuart J. Schwartz
Director
II-6
INDEX TO
EXHIBITS
4.1
Amended and Restated By-Laws, as adopted by the Board of Directors on December
26, 1990 – incorporated herein by reference to the exhibit in the
Company's Current Report on Form 8-K, dated March 7, 1991 (File No.
0-16093).
4.2
Composite Version of the Restated Certificate of Incorporation - incorporated
herein by reference to Exhibit 4.2 in the Company's Registration Statement
on Form S-8, dated May 21, 1999 (File No. 333-78987).
4.3
Composite Version of the Stock Option Plan for Non-Employee Directors of CONMED
Corporation.
4.4
Composite Version of the CONMED Corporation 1999 Long-Term Incentive Plan.
4.5
CONMED Corporation 2002 Employee Stock Purchase Plan – incorporated herein
by reference to the exhibit in the Company's Proxy Statement on Schedule
14A filed on April 17, 2002 (File No. 0-16093).
5
Opinion of Daniel S. Jonas, Vice President-Legal Affairs & General Counsel
of CONMED Corporation, with respect to the securities being registered
hereunder.
23.1
Consent of Daniel S. Jonas (included in the opinion filed as Exhibit 5 hereto).
23.2
Consent of PricewaterhouseCoopers LLP.
24
Power of Attorney (included on the signature page of the Registration
Statement).
II-7