-----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, Vu1oeKsaa5lKM4GxhZofit/PyBy7fjz9U/JtRYrS7Xo1PrfU+01LIcjtnTuYTx+3 m8mAuL9MOEQCb5RfVJX66g== 0000950148-00-000090.txt : 20000203 0000950148-00-000090.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950148-00-000090 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000128 EFFECTIVENESS DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENDOSONICS CORP CENTRAL INDEX KEY: 0000883420 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 680028500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-95639 FILM NUMBER: 516511 BUSINESS ADDRESS: STREET 1: 2870 KILGORE ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9166388008 MAIL ADDRESS: STREET 1: 2870 KILGORD ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on January 28, 2000 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ ENDOSONICS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 68-0028500 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ------------------ 2870 KILGORE ROAD RANCHO CORDOVA, CALIFORNIA 95670 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) ENDOSONICS CORPORATION 1998 STOCK OPTION PLAN (FULL TITLE OF THE PLANS) ------------------ COPY TO: KATHLEEN E. REDD MICHAEL W. HALL, ESQ. ACTING CHIEF FINANCIAL OFFICER LATHAM & WATKINS ENDOSONICS CORPORATION 135 COMMONWEALTH DRIVE 2870 KILGORE ROAD MENLO PARK, CALIFORNIA 94025 RANCHO CORDOVA, CALIFORNIA 95670 (650) 328-4600 (916) 638-8008 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
- ---------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE SHARES TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - ---------------------------------------------------------------------------------------------------------------------- COMMON STOCK, $0.001 PAR VALUE 500,000(1) $4.98(2) $2,490,000.00(3) $658.00 - ----------------------------------------------------------------------------------------------------------------------
(1) EndoSonics Corporation (the "Registrant") previously registered 750,000 shares of its Common Stock under its 1998 Stock Option Plan with the Securities and Exchange Commission on August 6, 1998. This amount covers 500,000 additional shares available for issuance under the 1998 Stock Option Plan, as amended. (2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of calculating the registration fee, based on the average of the high and low sale prices of the Common Stock as reported on the Nasdaq National Market on January 26, 2000. (3) Estimated in accordance with Rule 457(c) of the Securities Act solely for the purpose of calculating the registration fee. 2 REGISTRATION OF ADDITIONAL SECURITIES By a registration statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on August 6, 1998, Registration File No. 333-60827 (the "First Registration Statement"), the Registrant previously registered 750,000 shares of its Common Stock reserved for issuance from time to time in connection with the EndoSonics Corporation 1998 Stock Option Plan (the "1998 Stock Option Plan"). In February of 1999, the Registrant's Board of Directors authorized the amendment of the 1998 Stock Option Plan to increase the number of shares of Common Stock issuable thereunder by 500,000 shares to a total of 1,250,000 shares, which amendment was approved by the Registrant's stockholders on June 10, 1999. The Registrant is hereby registering an additional 500,000 shares of Common Stock issuable under the 1998 Stock Option Plan, none of which have been issued as of the date of this Registration Statement. The contents of the First Registration Statement are incorporated by reference herein. 2 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 Rancho Cordova, State of California, on this 28th day of January, 2000. ENDOSONICS CORPORATION By: /s/ KATHLEEN E. REDD --------------------------------- Kathleen E. Redd Acting Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Reinhard J. Warnking and Kathleen E. Redd, jointly and severally, his or her attorneys-in-fact and agents, each with power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. 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 dates indicated.
Signature Title Date - --------- ----- ---- /s/ REINHARD J. WARNKING President, Chief Executive Officer and January 28, 2000 - ----------------------------------- Director (Principal Executive Officer) Reinhard J. Warnking /s/ KATHLEEN E. REDD Acting Chief Financial Officer January 28, 2000 - ----------------------------------- (Principal Financial and Accounting Kathleen E. Redd Officer) /s/ JULIE A. BROOKS Director January 28, 2000 - ----------------------------------- Julie A. Brooks /s/ THOMAS J. CABLE Director January 28, 2000 - ----------------------------------- Thomas J. Cable /s/ DALE CONRAD Director January 28, 2000 - ----------------------------------- Dale Conrad /s/ JAKOB STAPFER Director January 28, 2000 - ----------------------------------- Jakob Stapfer
3 4
Signature Title Date - --------- ----- ---- /s/ GREGG W. STONE Director January 28, 2000 - ----------------------------------- Gregg W. Stone /s/ W. MICHAEL WRIGHT Director January 28, 2000 - ----------------------------------- W. Michael Wright
4 5 INDEX TO EXHIBITS
EXHIBIT ------- 5.1 Opinion of Latham & Watkins as to the legality of the shares being registered. 23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto). 23.2 Consent of Ernst & Young LLP, Independent Auditors. 24.1 Power of Attorney (included on the signature page to this Registration Statement).
5 EX-5.1 2 OPINION OF LATHAM & WATKINS 1 Exhibit 5.1 OPINION OF LATHAM & WATKINS January 28, 2000 EndoSonics Corporation 2879 Kilgore Road Rancho Cordova, California 95670 Re: EndoSonics Corporation Common Stock par value $0.001 Per Share Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement"), which you intend to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 500,000 shares of common stock, par value $0.001 per share (the "Shares"), to be sold by EndoSonics Corporation (the "Company") under its 1998 Stock Option Plan, as amended (the "Plan"). We have acted as counsel to the Company in connection with the preparation of the Registration Statement. In our capacity as such counsel, we are familiar with the proceedings undertaken and to be undertaken by the Company in connection with the authorization, issuance and sale of the Shares. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals (or copies certified or otherwise identified to our satisfaction as being true reproductions of originals) or such documents, corporate records and other instruments, and have obtained from officers of the Company and agents thereof such certificates and other representations and assurances, as we have deemed necessary or appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of natural persons executing such documents and the authenticity and conformity to original documents of documents submitted to us as certified or photostatic copies. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, including statutory and reported decisional law thereunder, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Subject to the foregoing and the other qualifications set forth herein, it is our opinion that, as of the date hereof, based on the foregoing and the proceedings to be taken by the Company as 2 referred to above, we are of the opinion that the Shares have been duly authorized, and upon the exercise of options granted to pursuant to the Plan and the issuance and sale of the Shares, each in the manner contemplated by the Registration Statement, and each in accordance with the terms of the Plan and upon the issuance of Shares and payment therefor of legal consideration in excess of the aggregate par value share of the Shares issued, such Shares will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ LATHAM & WATKINS 2 EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the EndoSonics Corporation 1998 Stock Option Plan of our report dated February 16, 1999 with respect to the consolidated financial statements and schedule of EndoSonics Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ERNST & YOUNG LLP Sacramento, California January 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----