-----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, KubT97OQnAgsFeVXtDoWt7ev+6ekcbe0IJZ6eAHA9VjtCwmpKod/GS0GnujPWhSX WvTfTbY2fE23rBsuSaf64g== 0000912057-96-015080.txt : 19960723 0000912057-96-015080.hdr.sgml : 19960723 ACCESSION NUMBER: 0000912057-96-015080 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960719 EFFECTIVENESS DATE: 19960807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRANETICS CORP CENTRAL INDEX KEY: 0000789132 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 840997049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08489 FILM NUMBER: 96596972 BUSINESS ADDRESS: STREET 1: 96 TALAMINE COURT CITY: COLORADO SPRING STATE: CO ZIP: 80907 BUSINESS PHONE: 7196338333 MAIL ADDRESS: STREET 1: 96 TALAMINE COURT CITY: COLORADO SPRINGS STATE: CO ZIP: 80907 S-8 1 FORM S-8 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE SPECTRANETICS CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 84-0997049 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 96 TALAMINE COURT COLORADO SPRINGS, COLORADO 80907 (719) 633-8333 (Address of principal executive offices and telephone number) STOCK OPTION PLAN (Full title of the plans) JAMES P. MCCLUSKEY CHRISTOPHER L. KAUFMAN, ESQ. THE SPECTRANETICS CORPORATION KIMBERLY L. BROUGHER, ESQ. 96 TALAMINE COURT LATHAM & WATKINS COLORADO SPRINGS, COLORADO 80907 505 MONTGOMERY ST., SUITE 1900 (719) 633-8333 SAN FRANCISCO, CALIFORNIA 94111 (Name, address and telephone number, (415) 395-8030 including area code, of agent for service) (Copies of all correspondence) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum offering aggregate Title of securities Amount to be price per offering Amount of to be registered registered (1) unit(2) price(2) registration fee - -------------------------------------------------------------------------------- Common Stock, $.001 900,000 $4.53 $4,077,000 $1,406.00 par value.(3) shares (1) The Stock Option Plan (the "Plan") authorizes the issuance of a maximum 2,100,000 shares of Common Stock, $.001 par value (the "Common Stock") of The Spectranetics Corporation (the "Company") upon the exercise of options, stock appreciation rights and other awards, 900,000 of which are being registered hereunder. No options, stock appreciation rights or other awards have been granted with respect to the 900,000 shares being registered hereunder. (2) Computed solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) and (c), based upon the average of high and low prices reported on the NASDAQ National Market System on July 19, 1996 (which were $4.8125 and $4.25, respectively). (3) Each share of Common Stock includes one common share purchase Right under the Rights Agreement dated as of May 6, 1996 between the Registrant and Norwest Bank Minnesota, N.A., as Rights Agent. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Proposed sale to take place as soon after the effective date of the Registration Statement as options granted under the Plan are exercised. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INCORPORATION OF PRIOR REGISTRATION STATEMENTS By Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on April 1, 1992 (Registration No. 33-46725) and Registration Statement on Form S-8 filed with the Commission on September 26, 1994 (together, the "Prior Registration Statements"), The Spectranetics Corporation, a Delaware corporation (the "Company") previously registered 1,085,593 and 783,334 shares, respectively, of Common Stock of the Company reserved for issuance from time to time in connection with the 1988 Incentive Stock Option Plan, the 1988 Non-Qualified Stock Option Plan, the 1989 Incentive Stock Option Plan, the 1990 Incentive Stock Option Plan, the Stock Option Plan, and the Nonemployee Director Stock Option Plan. The Stock Option Plan has been amended to increase the number of shares of Common Stock issuable under the Stock Option Plan from 1,200,000 shares to 2,100,000 shares of Common Stock. The contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby by any subsequently filed document which is incorporated by reference herein. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission are incorporated by reference herein: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed by the Company with the Commission; (b) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996, filed by the Company with the Commission; (c) The description of the Common Stock contained in the Form 8-A Registration Statement used to register the Common Stock and filed with the Commission, including any subsequently filed amendments and reports updating such description. In addition to the foregoing documents, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment 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 herein and to be a part hereof from the date of the 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 or is 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. Page 2 ITEM 8. EXHIBITS 4.5 Amendment to Stock Option Plan. 5.1 Opinion and Consent of Latham and Watkins. 23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. Page 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Colorado Springs, State of Colorado, on the 19th day of July, 1996. THE SPECTRANETICS CORPORATION By: /s/ E. Wyatt Cannady -------------------------------- E. Wyatt Cannady, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ E. Wyatt Cannady President and Chief - --------------------------- Executive Officer, Director July 19, 1996 E. Wyatt Cannady (Principal Executive Officer) /s/ James P. McCluskey Vice President, Finance - --------------------------- (Principal Financial and July 19, 1996 James P. McCluskey Accounting Officer) /s/ Emile J. Geisenheimer Director and Chairman of the - --------------------------- Board of Directors July 19, 1996 Emile J. Geisenheimer /s/ Gary R. Bang - --------------------------- Director July 19, 1996 Gary R. Bang - --------------------------- Director , 1996 Cornelius C. Bond, Jr. /s/ Robert J. DePasqua - --------------------------- Director July 19, 1996 Robert J. DePasqua /s/ Kinney L. Johnson - --------------------------- Director July 19, 1996 Kinney L. Johnson /s/ James A. Lent - --------------------------- Director July 19, 1996 James A. Lent Page 4 EXHIBIT INDEX PAGE NO. -------- 4.5 Amendment to Stock Option Plan. 6 5.1 Opinion and Consent of Latham and Watkins. 8 23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 10 Page 5 EX-4.5 2 EXHIBIT 4.5 EXHIBIT 4.5 AMENDMENT TO THE SPECTRANETICS CORPORATION STOCK OPTION PLAN This Amendment to the Stock Option Plan of the Spectranetics Corporation (the "Amendment") is adopted by The Spectranetics Corporation (the "Company"), effective as of April 17, 1996. RECITALS A. The Company adopted its Stock Option Plan (the "1991 Plan") in 1991, and shareholders approved the 1991 Plan in December 1991. Amendments to the 1991 Plan were approved by shareholders in September 1993 and in June 1994. B. The 1991 Plan currently states that shares of the Company's common stock (the "Common Stock") subject to the 1991 Plan shall not exceed 1,200,000. This Amendment increases the aggregate number of shares of Common Stock subject to the 1991 Plan from 1,200,000 to 2,100,000. C. Section XIII of the 1991 Plan provides that the Board may amend the 1991 Plan, subject in certain instances to receipt of approval of the shareholders of the Company. D. Effective April 17, 1996, the Board unanimously recommended and the Board unanimously adopted this Amendment in the form given below ("Amendment"). E. The Amendment was approved by the shareholders of the Company at its Annual Meeting of Shareholders held on June 12, 1996. AMENDMENT 1. Section 6.1 of the 1991 Plan is hereby amended to read in its entirety as follows: "6.1 MAXIMUM NUMBER. THE MAXIMUM AGGREGATE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE MADE SUBJECT TO STOCK OPTIONS SHALL BE 2,100,000 AUTHORIZED BUT UNISSUED SHARES. THE AGGREGATE FAIR MARKET VALUE (DETERMINED AS OF THE TIME THE ISO IS GRANTED) OF THE COMMON STOCK AS TO WHICH ALL ISOS GRANTED TO AN EMPLOYEE MAY FIRST BECOME EXERCISABLE IN A PARTICULAR CALENDAR YEAR MAY NOT EXCEED $100,000. IN ADDITION, STOCK OPTIONS COVERING NOT MORE THAN 200,000 SHARES OF COMMON STOCK MAY BE GRANTED TO A PARTICIPANT IN ANY YEAR. IF ANY SHARES OF COMMON STOCK SUBJECT TO STOCK OPTIONS ARE NOT PURCHASED OR OTHERWISE PAID FOR BEFORE SUCH STOCK OPTIONS EXPIRE, SUCH SHARES MAY AGAIN BE MADE SUBJECT TO STOCK OPTIONS. The undersigned, James P. McCluskey, Secretary of the Company, hereby certifies that the Board and the shareholders of the Company adopted the foregoing Amendment as stated above. Executed at Colorado Springs, Colorado this 13th day of June, 1996. /s/ James P. McCluskey ----------------------------------- James P. McCluskey, Secretary Page 6 EX-5.1 3 EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD] July 16, 1996 The Spectranetics Corporation 96 Talamine Court Colorado Springs, CO 80907 Ladies and Gentlemen: At your request we have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 900,000 shares (the "Shares") of common stock, $.001 par value, of The Spectranetics Corporation (the "Company") issuable upon exercise of options granted under the Stock Option Plan of Spectranetics Corporation, as amended (the "Plan"). We have examined such matters of fact and questions of law as we have considered appropriate for purposes of rendering the opinions expressed below. We are opining herein as to the effect on the subject transaction of only the General Corporation Law of the State of Delaware and we express no opinion with respect to the applicability thereto or the effect thereon of any other laws or as to any matters of municipal law or any other local agencies within any state. Subject to the foregoing and in reliance thereon it is our opinion that upon the exercise of options granted pursuant to the Plan and the issuance and sale of the Shares, each in the manner contemplated by the Plan and the Registration Statement, and subject to the Company completing all action and proceedings required on its part to be taken prior to the issuance of the Shares pursuant to the terms of the Plan and the Registration Statement, including, without limitation, collection of required payment for the Shares, the Shares will be validly issued, fully paid and nonassessable securities of the Company. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, LATHAM & WATKINS Page 8 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors The Spectranetics Corporation: We consent to incorporation by reference in the registration statement on Form S-8 of The Spectranetics Corporation of our reports dated February 7, 1996, relating to the consolidated balance sheets of The Spectranetics Corporation and subsidiaries as of December 31, 1995, and 1994, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, and the related schedule, which report appears in the December 31, 1995, annual report on Form 10-K of The Spectranetics Corporation. KPMG PEAT MARWICK LLP Denver, Colorado July 17, 1997 Page 10 -----END PRIVACY-ENHANCED MESSAGE-----