-----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, Gdu+uxBFYWoX4BQIUDSc7utX3+U1TX5bGEoL73diZmagOdzf4+aHgogVcuVP3CBu 8ArW0w8EWw5JKbZsFvzm6g== 0000912057-00-051914.txt : 20001204 0000912057-00-051914.hdr.sgml : 20001204 ACCESSION NUMBER: 0000912057-00-051914 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001201 EFFECTIVENESS DATE: 20001201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAAR SURGICAL COMPANY CENTRAL INDEX KEY: 0000718937 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 953797439 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51064 FILM NUMBER: 782020 BUSINESS ADDRESS: STREET 1: 1911 WALKER AVE CITY: MONROVIA STATE: CA ZIP: 91016 BUSINESS PHONE: 8183037902 MAIL ADDRESS: STREET 1: 1911 WALKER AVE CITY: MONROVIA STATE: CA ZIP: 91016 S-8 1 a2031539zs-8.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------------------- STAAR SURGICAL COMPANY (Exact name of registrant as specified in its charter) ---------------------------------------------------- Delaware 95-3797439 - -------------------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1911 Walker Avenue Monrovia, California 91016 - ------------------------------------------ ------------------------------------- (Address of principal executive offices) (Zip Code) 1995 STAAR Surgical Company Consultant Stock Plan ---------------------------------------------------- (Full title of the plan) Andrew F. Pollet 1911 Walker Avenue Monrovia, California 91016 ---------------------------------------------------- (Name and address of agent for service) ---------------------------------------------------- (626) 303-7902 ----------------------------------------------------------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(3) - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- Common Stock 250,000 $ 13.87 $ 3,467,500 $ 915.42 - -------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the 1995 STAAR Surgical Company Consultant Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's common stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices of the Registrant's common stock as reported by the Nasdaq National Market on November 27, 2000. (3) Calculated pursuant to General Instruction E on Form S-8. GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 15, 1995 (File No. 33-60241) is hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference into this Registration Statement: (a) The Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed by the Registrant with the Securities and Exchange Commission (the "Commission") on March 30, 2000, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed. (b) The Registrant's Proxy Statement dated May 1, 2000. (c) The Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed by the Registrant with the Commission on May 15, 2000. (d) The Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2000, filed by the Registrant with the Commission on September 29, 2000. (e) The Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed by the Registrant with the Commission on November 13, 2000. (f) The description of the Registrant's common stock, which is contained in a registration statement filed on Form S-18, registration number 2-83434. (g) In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Andrew F. Pollet, one of the principals of the law firm of Pollet & Richardson, is the Chairman of the Registrant's Board of Directors, its interim Chief Executive Officer and President and the owner of 1,014,880 shares of the Registrant's common stock and options to purchase an additional 212,000 shares of the Registrant's common stock. Pollet & Richardson will give an opinion regarding certain legal matters in connection with this offering of our securities. ITEM 8. EXHIBITS. 4.1 Certificate of Incorporation, as amended. 4.2 Bylaws 4.3 Stockholders Rights Plan 5. Opinion regarding legality 23.1 Consent of BDO Seidman LLP 23.2 Consent of Pollet & Richardson (included in Exhibit 5) 3 SIGNATURES 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 Monrovia, State of California, on this 1st day of December, 2000. STAAR SURGICAL COMPANY By: /s/ ANDREW F. POLLET ----------------------------------------- Andrew F. Pollet, its Interim President and Interim Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated: Dated: December 1, 2000 /s/ ANDREW F. POLLET ----------------------------------------- Andrew F. Pollet, Interim President, and Interim Chief Executive Officer Dated: December 1, 2000 /s/ JOHN SANTOS ----------------------------------------- John Santos, Chief Financial Officer and Chief Accounting Officer Dated: December 1, 2000 /s/ ANDREW F. POLLET ----------------------------------------- Andrew F. Pollet, Director and Chairman Dated: December 1, 2000 /s/ PETER J. UTRATA ----------------------------------------- Peter J. Utrata, Director Dated: December 1, 2000 /s/ VOLKER D. ANHAEUSSER ----------------------------------------- Volker D. Anhaeusser, Director 4 INDEX TO EXHIBITS Exhibit Number Description 4.1 Certificate of Incorporation, as amended(1) 4.2 Bylaws(1) 4.3 Stockholders Rights Plan(2) 5. Opinion regarding legality 23.1 Consent of BDO Seidman LLP 23.2 Consent of Pollet & Richardson (included in Exhibit 5) (1) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, as filed on March 30, 2000. SEC file number 000-11634. (2) Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended January 3, 1997, as filed on April 2, 1997, SEC file number 000-11634. EX-5 2 a2031539zex-5.txt EXHIBIT 5 EXHIBIT 5 December 1, 2000 STAAR Surgical Company 1911 Walker Avenue Monrovia, California 91016 Re: 1995 STAAR Surgical Company Consultant Stock Plan Ladies and Gentlemen: We have acted as counsel to STAAR Surgical Company (the "Company") in connection with the registration with the Securities and Exchange Commission on Form S-8 of shares of the Company's common stock, par value $0.01 (the "Shares"), which may be issued upon exercise of options or otherwise granted in connection with the above-referenced plan (the "Plan"). In connection with that registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and proposed issuance of the Shares, the Articles of Incorporation of the Company and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to the rendering of the following opinion. Based upon that review, it is our opinion that the Shares, when issued in conformance with the terms and conditions of the Plan, will be legally issued, fully paid, and nonassessable under the Delaware General Corporation Code. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares. We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the registration statement. POLLET & RICHARDSON A LAW CORPORATION By: /s/ ERICK E. RICHARDSON ----------------------------------- Erick E. Richardson EX-23.1 3 a2031539zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS STAAR Surgical Company Monrovia, California We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 27, 2000, with respect to the consolidated financial statements of STAAR Surgical Company included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. /s/ BDO SEIDMAN, LLP ------------------------ BDO SEIDMAN, LLP Los Angeles, California November 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----