Washington
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91-1405022
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer ¨
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Accelerated filer ý
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Title of Securities
To Be Registered
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Amount To Be
Registered (1)
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Proposed Maximum Offering Price
Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock, $0.01 par value
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137,000 shares
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$8.74 (2)
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$3,937,380
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$457.13
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the SonoSite, Inc. Non-Plan Stock Option Agreement and SonoSite, Inc. Non-Plan Restricted Stock Unit Agreement by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the outstanding shares of Registrant’s Common Stock.
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(2)
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Estimated in accordance with Rule 457(c) promulgated under the 1933 Act solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low price per share of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on August 12, 2011.
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(a)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Commission on March 16, 2011 (as amended on Form 10-K/A filed with the Commission on June 1, 2011) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
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(b)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
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(c)
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The description of the Registrant’s Common Stock contained in the Registrant’s Amended and Restated Articles of Incorporation dated April 20, 2010 (incorporated by reference to Exhibit 10.1 of teh Registrant's Current Report on Form 8-K as filed on April 23, 2010), and any amendments or reports filed for the purpose of updating such description.
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Exhibit
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Incorporated by Reference
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Filed
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||||
Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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3.1
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Amended and Restated Articles of Incorporation.
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8-K
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000-23791
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10.1
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April 23, 2010
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3.2
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Amended and Restated Bylaws.
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10-Q
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000-23791
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3.1
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November 9, 2010
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4.1
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First Supplemental Indenture between Wells Fargo Bank, NA and the Registrant dated July 16, 2007.
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8-K | 000-23791 | 4.1 | July 16, 2007 |
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4.2
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Amended and Restated Rights Agreement dated November 28, 2007 by and between the Registrant and Computershare Trust Company N.A..
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8-K | 000-23791 | 4.1 | November 29, 2007 | |
4.3
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Form of Rights Certificate.
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8-K | 000-23791 | 4.2 | November 29, 2007 | |
5.1
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Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
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X
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.1.
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X
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24.1
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Power of Attorney (Reference is made to Page II-4 of this Registration Statement).
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X
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99.1 | SonoSite, Inc. Non-Plan Stock Option Agreement. | |||||
99.2 | SonoSite, Inc. Non-Plan Restricted Stock Unit Agreement. |
Signature
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Title
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Date
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/s/ Robert G. Hauser, M.D.
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Chairman of the Board
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August 13, 2011
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/s/ Kevin M. Goodwin
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President and Chief Executive Officer (Principal Executive Officer)
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August 15, 2011
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/s/ Marcus Y. Smith
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Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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August 12, 2011
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/s/ Carmen L. Diersen
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Director
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August 12, 2011
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/s/ Steven R. Goldstein, M.D.
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Director
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August 4, 2011
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/s/ Paul V. Haack
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Director
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August 9, 2011
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/s/ Rodney F. Hochman, M.D.
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Director
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August 4, 2011
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/s/ Richard O. Martin, Ph.D.
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Director
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August 4, 2011
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/s/ William G. Parzybok, Jr.
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Director
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August 4, 2011
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Exhibit
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Incorporated by Reference
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Filed
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||||
Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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3.1
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Amended and Restated Articles of Incorporation.
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8-K
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000-23791
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10.1
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April 23, 2010
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3.2
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Amended and Restated Bylaws.
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10-Q
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000-23791
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3.1
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November 9, 2010
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4.1
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First Supplemental Indenture between Wells Fargo Bank, NA and the Registrant dated July 16, 2007.
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8-K | 000-23791 | 4.1 | July 16, 2007 |
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4.2
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Amended and Restated Rights Agreement dated November 28, 2007 by and between the Registrant and Computershare Trust Company N.A..
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8-K | 000-23791 | 4.1 | November 29, 2007 | |
4.3
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Form of Rights Certificate.
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8-K | 000-23791 | 4.2 | November 29, 2007 | |
5.1
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Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
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X
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5.1.
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X
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24.1
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Power of Attorney (Reference is made to Page II-4 of this Registration Statement).
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X
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99.1 | SonoSite, Inc. Non-Plan Stock Option Agreement. | |||||
99.2 | SonoSite, Inc. Non-Plan Restricted Stock Unit Agreement. |