-----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, LPfNI7O4RMooA8QLkEnjQcBJ3vajRE/4uchjBvdq/SNrMpbn7VKbGavkornPMDeM uEYKKQsloxgvDzd6vlgYLQ== 0000950144-97-011971.txt : 19971114 0000950144-97-011971.hdr.sgml : 19971114 ACCESSION NUMBER: 0000950144-97-011971 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVOSTE CORP /FL/ CENTRAL INDEX KEY: 0001012131 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 592787476 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-38573 FILM NUMBER: 97714911 BUSINESS ADDRESS: STREET 1: 4350-C INTERNATIONAL BLVD CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7707170904 MAIL ADDRESS: STREET 1: 4350 C INTERNATIONAL BLVD CITY: NORCROSS STATE: GA ZIP: 30093 S-3/A 1 NOVOSTE CORP 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1997 REGISTRATION NO. 333-38573 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- NOVOSTE CORPORATION (Exact name of registrant as specified in its charter) --------------------- FLORIDA 5047 59-2787476 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
4350-C INTERNATIONAL BLVD. NORCROSS, GEORGIA 30093 (770) 717-0904 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) THOMAS D. WELDON NOVOSTE CORPORATION 4350-C INTERNATIONAL BLVD. NORCROSS, GEORGIA 30093 (770) 717-0904 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies to: SETH I. TRUWIT, ESQ. LAWRENCE S. WITTENBERG, ESQ. EPSTEIN BECKER & GREEN, P.C. TESTA, HURWITZ & THIBEAULT, LLP 250 PARK AVENUE HIGH STREET TOWER NEW YORK, NEW YORK 10177 125 HIGH STREET (212) 351-4500 BOSTON, MASSACHUSETTS 02110 (617) 248-7000
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF BEING REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value......... 2,300,000 $18.75 $43,125,000 $14,871* =========================================================================================================================
* Previously paid. (1) Includes 300,000 shares that the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for purposes of calculating the registration fee, based upon the average of the high and low sales prices of the Common Stock on the Nasdaq National Market on October 21, 1997, pursuant to Rule 457(c) under the Securities Act. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS (a) Exhibits:
EXHIBIT NUMBER DESCRIPTION ------- ----------- *1.1 -- Form of Purchase Agreement. *1.2 -- Power of Attorney and Custody Agreement. *4.1 -- Form of Specimen Common Stock Certificate of Registrant.(1) *4.2 -- Registration Rights Agreement, dated July 28, 1995, by and among Registrant, Norman R. Weldon, Thomas D. Weldon, Charles E. Larsen, the Hillman Investors (as defined therein), Noro-Moseley Partners-III, L.P. and Advanced Technology Ventures IV, L.P.(1) *4.3 -- Registration Rights Agreement, dated April 26, 1995, between Registrant and ABS Employees' Venture Fund Limited Partnership.(1) *4.4 -- Registration Rights Agreement, dated September 20, 1995, between Registrant and Karen C. Vinjamuri.(1) *4.5 -- Stock Purchase Warrant, dated September 24, 1993, between Registrant and The Kriegsman Group.(1) *4.6 -- Stock Purchase Warrant, dated March 24, 1994, between Registrant and The Kriegsman Group.(1) *4.7 -- Stock Purchase Warrant, dated December 1, 1995, between Registrant and The Kriegsman Group.(1) *4.8 -- Stock Purchase Warrant, dated December 1, 1995, between Registrant and The Kriegsman Group.(1) *4.9 -- Consulting Agreement, dated July 30, 1992, between Registrant and Spencer B. King III, M.D.(1) *4.10 -- Consulting Agreement, dated February 1, 1996, between Registrant and Spencer B. King III, M.D.(1) *4.13 -- Consulting Agreement, dated July 30, 1992, between Registrant and John B. Martin.(1) *4.14 -- Consulting Agreement, dated November 4, 1992, between Registrant and Raphael Meloul.(1) *4.15 -- Consulting Agreement, dated June 30, 1992, between Registrant and David O. Williams, M.D.(1) *4.17(a) -- Form of Rights Agreement, dated as of October 25, 1996, between Registrant and American Stock Transfer & Trust Company, which includes as Exhibit B thereto the Form of Right Certificate.(2) *4.17(b) -- Summary of Rights to Purchase Preferred Shares of Registrant.(2) 5 -- Opinion by Epstein Becker & Green, P.C., as to legality. *+10.13 -- Memorandum of Understanding between Registrant and Bebig Isotopentechnik und Umweltdiagnostik GmbH regarding purchases and investment grant dated April 23, 1997. *23.1 -- Consent of Ernst & Young LLP. 23.2 -- Consent of Epstein Becker & Green, P.C. (included in Exhibit 5). *24 -- Power of Attorney.
- --------------- * Previously filed. + Portions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (1) Filed as same numbered Exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-4988). II-1 3 (2) Filed as same numbered Exhibit to the Registrant's Registration Statement on Form 8-A filed November 5, 1996. (3) Filed as same numbered Exhibit to Registrant's Form 10-K for the year ended December 31, 1996. (b) Financial Statement Schedules: Schedules have been omitted for the reason that they are not required or are not applicable or because the required information is included in the financial statements or the notes thereto. II-2 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 12th day of November, 1997. Novoste Corporation By: * DAVID N. GILL ------------------------------------ David N. Gill Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Chairman of the Board and - --------------------------------------------------- Director Norman R. Weldon, Ph.D. * THOMAS D. WELDON President, Chief Executive November 12, 1997 - --------------------------------------------------- Officer and Director Thomas D. Weldon (Principal Executive Officer) * DAVID N. GILL Vice President, Finance November 12, 1997 - --------------------------------------------------- (Principal Financial and David N. Gill Accounting Officer) * CHARLES E. LARSEN Director November 12, 1997 - --------------------------------------------------- Charles E. Larsen * J. STEPHEN HOLMES Director November 12, 1997 - --------------------------------------------------- J. Stephen Holmes * RICHARD M. JOHNSTON Director November 12, 1997 - --------------------------------------------------- Richard M. Johnston Director - --------------------------------------------------- Pieter J. Schiller * JACK R. KELLY, JR. Director November 12, 1997 - --------------------------------------------------- Jack R. Kelly, Jr. * WILLIAM E. WHITMER Director November 12, 1997 - --------------------------------------------------- William E. Whitmer
II-3 5
SIGNATURE TITLE DATE --------- ----- ---- * STEPHEN I. SHAPIRO Director November 12, 1997 - --------------------------------------------------- Stephen I. Shapiro
*By: /s/ DAVID N. GILL ------------------------------- David N. Gill Attorney-in-Fact II-4 EX-5 2 OPINION OF EPSTEIN, BECKER & GREEN 1 EXHIBIT 5 [LETTERHEAD OF EPSTEIN BECKER & GREEN, P.C.] 351-4709 November 12, 1997 Novoste Corporation 4350-C International Blvd. Norcross, Georgia 30093 Ladies and Gentlemen: We have acted as counsel to Novoste Corporation (the "Company") in connection with its filing of a registration statement on Form S-3 (such registration statement, as amended at the time of its effectiveness, hereinafter the "Registration Statement") covering shares of the Company's authorized and unissued shares of Common Stock, $.01 par value, including shares subject to an over-allotment option (collectively, the "Company Shares"), and shares of the Company's outstanding Common Stock being sold by the Selling Shareholders named therein, including shares subject to an over-allotment option (collectively, the "Selling Shareholder Shares") (the Company Shares and the Selling Shareholder Shares, together with all shares of the Company's Common Stock covered by any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, being collectively referred to as the "Shares"). As such counsel, we have examined originals, or copies certified to our satisfaction, of the corporate records of the Company, agreements and other instruments, certificates of public officials and such other documents as we deemed necessary as a basis for the opinion hereinafter set forth. On the basis of the foregoing, we are of the opinion that the Company Shares have been validly authorized and will, when sold as contemplated by the Registration Statement, be legally issued, fully paid and nonassessable and that the Selling Shareholder Shares are validly authorized, legally issued, fully paid and nonassessable. 2 Novoste Corporation November 12, 1997 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption "Legal Matters" in the prospectus constituting part of such Registration Statement. We hereby further consent to the incorporation by reference of this opinion in any related registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, as amended. Very truly yours, EPSTEIN BECKER & GREEN, P.C. By: /s/ Seth I. Truwit ----------------------------------------- Seth I. Truwit, Esq. SIT:wpc -----END PRIVACY-ENHANCED MESSAGE-----