S-8 1 f81331s-8.txt OCULAR SCIENCES FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2002 REGISTRATION NO. 333- ________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- OCULAR SCIENCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2985696 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) ---------- 1855 GATEWAY BOULEVARD, SUITE 700 CONCORD, CALIFORNIA 94520 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) ---------- OCULAR SCIENCES, INC. AMENDED AND RESTATED 1997 DIRECTORS STOCK OPTION PLAN (FULL TITLE OF THE PLAN) ---------- SIDNEY B. LANDMAN COPY TO: VICE PRESIDENT, FINANCE, CHIEF JEFFREY T. PERO, ESQ. FINANCIAL OFFICER, SECRETARY AND LATHAM & WATKINS TREASURER 505 MONTGOMERY STREET OCULAR SCIENCES, INC. SUITE 1900 1855 GATEWAY BOULEVARD, SUITE 700 SAN FRANCISCO, CALIFORNIA 94111 CONCORD, CALIFORNIA 94520 (415) 391-0600 (925) 969-7000 ---------- (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE FOR AGENT FOR SERVICE) ---------- -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE --------------------------------------------------------------------------------
PROPOSED MAXIMUM MAXIMUM AMOUNT OF AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED TO BE PRICE OFFERING REGISTRATION REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2) ------------------------------------------------------------------------------------------------------ Common Stock, $0.001 par value, reserved for issuance upon exercise of options granted under the Plan..................... 300,000 $25.24 $7,572,000.00 $696.62 ------------------------------------------------------------------------------------------------------
(1) This registration statement shall also cover any additional shares of Common Stock which become issuable under the Ocular Sciences, Inc. Amended and Restated 1997 Directors Option Plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Ocular Sciences, Inc. (2) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation with respect to these unissued shares is based upon the average of the high and low sale prices of the Common Stock as reported on the Nasdaq National Market on May 14, 2002. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT By a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 6, 1997, Registration No. 333-32999, we previously registered 300,000 shares of our common stock, par value $0.001 per share, reserved for issuance from time to time in connection with our 1997 Directors Stock Option Plan. By a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 7, 2001, Registration No. 333-62480, we registered an additional 100,000 shares of our common stock, reserved for issuance from time to time in connection with the 1997 Directors Stock Option Plan, as amended. At our Annual Meeting of Shareholders on April 25, 2002, our shareholders approved a further amendment to our Amended and Restated 1997 Directors Stock Option Plan, increasing the number of shares of common stock that are authorized and reserved for issuance under the plan by 300,000 shares. By this Registration Statement, we are registering the additional 300,000 shares of common stock issuable under our Amended and Restated 1997 Directors Stock Option Plan, as further amended. We have filed the following documents with the Securities and Exchange Commission which are hereby incorporated by reference in this Registration Statement: 1. Our Registration Statement on Form S-8 (File No. 333-32999) filed on August 6, 1997; 2. Our Registration Statement on Form S-8 (File No. 333-62480), filed on June 7, 2001; 3. Our Annual Report on Form 10-K for the year ended December 31, 2001 filed pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (including items incorporated by reference from our Proxy Statement pursuant to Section 14(a) of the Exchange Act for our 2002 Annual Meeting of Stockholders); 4. Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002; 5. The description of our common stock contained in our Registration Statement on Form 8-A filed on May 30, 1997, including any amendment or report filed for the purpose of updating such description; and 6. All documents filed by us with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 part of this Registration Statement from the date of the filing of such documents. ITEM 8. EXHIBITS.
Exhibit Number Description ------ ----------- 5.1 Opinion of Latham & Watkins. 23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
2 23.2 Consent of KPMG LLP. 24.1 Power of Attorney (included on the signature page of this Registration Statement). 99.1 Ocular Sciences, Inc. Amended and Restated 1997 Directors Stock Option Plan, as amended.
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 Concord, State of California, on this 16th day of May, 2002. OCULAR SCIENCES, INC. /s/ Sidney B. Landman ------------------------------ Sidney B. Landman Vice President, Finance, Chief Financial Officer, Secretary and Treasurer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Stephen J. Fanning and Sidney B. Landman and each of them, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: /s/ Stephen J. Fanning Chief Executive Officer, President May 16, 2002 ------------------------ and Director Stephen J. Fanning PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER: /s/ Sidney B. Landman Vice President, Finance, Chief Financial May 16, 2002 ------------------------ Officer, Secretary and Treasurer Sidney B. Landman ADDITIONAL DIRECTORS: /s/ John D. Fruth Chairman of the Board of Directors May 16, 2002 ------------------------ John D. Fruth /s/ Edgar J. Cummings Director May 16, 2002 ------------------------ Edgar J. Cummings /s/ Terence M. Fruth Director May 16, 2002 ---------------------- Terence M. Fruth /s/ William R. Grant Director May 16, 2002 ---------------------- William R. Grant
4 /s/ Francis R. Tunney Director May 16, 2002 ---------------------- Francis R. Tunney /s/ Terrance H. Gregg Director May 16, 2002 ---------------------- Terrance H. Gregg
5 EXHIBIT INDEX Exhibit Number Description ------ ----------- 5.1 Opinion of Latham & Watkins. 23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 23.2 Consent of KPMG LLP. 24.1 Power of Attorney (included on the signature page of this Registration Statement). 99.1 Ocular Sciences, Inc. Amended and Restated 1997 Directors Stock Option Plan, as amended.