-----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, K1rUW0zNGUVcMivGlJUNcw7i/3qAHB5gWxDLdeaObkyvwRf7ipkBznJEpF4jn7df VcIXOcoLAO7VRuZROwPv0w== 0000912057-96-018132.txt : 19960819 0000912057-96-018132.hdr.sgml : 19960819 ACCESSION NUMBER: 0000912057-96-018132 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960816 EFFECTIVENESS DATE: 19960904 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SURGICAL INNOVATIONS INC CENTRAL INDEX KEY: 0000890763 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 973170244 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10305 FILM NUMBER: 96616782 BUSINESS ADDRESS: STREET 1: 3172A PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158129740 MAIL ADDRESS: STREET 1: 3172A PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 S-8 1 S-8 As filed with the Securities and Exchange Commission on August 16, 1996 Registration No. 333-_____ - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ GENERAL SURGICAL INNOVATIONS, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 97-3170244 (State of incorporation) (I.R.S. Employer Identification No.) 3172A PORTER DRIVE PALO ALTO, CA 94304 (Address of principal executive offices) _______________________ 1996 EMPLOYEE STOCK PURCHASE PLAN 1992 INCENTIVE STOCK OPTION PLAN 1995 DIRECTORS' STOCK OPTION PLAN (Full title of the Plans) _______________________ RODERICK A. YOUNG PRESIDENT & CHIEF EXECUTIVE OFFICER GENERAL SURGICAL INNOVATIONS, INC. 3172A PORTER DRIVE PALO ALTO, CA 94304 (415) 812-9730 (Name, address and telephone number, including area code, of agent for service) _______________________ Copy to: Maribeth T. Younger Venture Law Group 2800 Sand Hill Road Menlo Park, California 94025 (415) 854-4488 Page 1 of 10 Pages Exhibit Index on Page 8 (Calculation of Registration Fee on following page)
- ------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------- Proposed Proposed Amount Maximum Maximum Maximum of Amount to be Offering Price Aggregate Registration Title of Securities to be Registered Registered(1) Per Share Offering Price Fee - ------------------------------------------------------------------------------------------------------------- 1996 EMPLOYEE STOCK PURCHASE PLAN Common Stock, $0.001 par value. . . . 2,226 Shares $14.25(2) $ 31,720.50 $ 10.94 (issued) Common Stock, $0.001 par value. . . . 272,317 Shares $ 9.74(3) $ 2,652,367.68 $ 914.61 (unissued) 1992 INCENTIVE STOCK OPTION PLAN Common Stock, $0.001 par value. . . . 1,003,713 Shares $ 1.13(4) $ 1,134,195.69 $ 391.10 (issued) Common Stock, $0.001 par value. . . . 613,277 Shares $10.25(5) $ 6,286,089.25 $2,167.62 (unissued) 1995 DIRECTORS' STOCK OPTION PLAN Common Stock, $0.001 par value. . . . 82,363 Shares $ 2.00(4) $ 164,726 $ 56.80 (issued) Common Stock, $0.001 par value. . . . 82,363 Shares $10.25(5) $ 844,220.75 $ 291.11 (unissued) TOTAL 2,056,259 Shares $11,113,320 $3,832.18
_______________________ (1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under any of the Plans being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. Computation is based on the per share price on the date of purchase multiplied by 95%, which is the percentage of the trading purchase price applicable to purchases under the referenced Plan. (3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933 (the "SECURITIES ACT") solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low sale prices of the Common Stock as reported on The Nasdaq National Market on August 13, 1996, multiplied by 95%, which is the percentage of the trading purchase price applicable to purchases under the referenced Plan. -2- (4) Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. Computation based on the weighted average per share exercise price (rounded to nearest cent) of outstanding options under the referenced plan, the shares issuable under which are registered hereby. (5) Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the average high and low sale prices of the Common Stock as reported on the Nasdaq National Market on August 13, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "COMMISSION") are hereby incorporated by reference: (a) The Registrant's Prospectus filed on May 10, 1996 pursuant to Rule 424(b)(4) of the Securities Act, which contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (b) Not Applicable. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1933 (the "EXCHANGE ACT") on May 3, 1996, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant 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 in this Registration Statement and to be part hereof from the date of filing such documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the shares will be passed upon by Venture Law Group, a Professional Corporation, Menlo Park, California. As of the date of this filing, certain attorneys of Venture Law Group beneficially own an aggregate of 28,733 shares of the Registrant's Common Stock. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Articles of Incorporation limit the liability of a director to the corporation or its shareholders for monetary damages for breaches of his or her fiduciary duty of care to the fullest extent permissible under California law. The Bylaws of the Registrant further provide for indemnification of corporate agents to the maximum extent permitted by the California Corporations Code. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. -3- Exhibit Number - -------- 4.1* 1996 Employee Stock Purchase Plan 4.2* 1992 Incentive Stock Option Plan 4.3* 1995 Directors' Stock Option Plan 5.1 Opinion of Venture Law Group, a Professional Corporation (see p. 10). 23.1 Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Independent Accountants (see p. 8). 24.1 Powers of Attorney (see p. 7). _______________ * Incorporated by reference from the Registrant's Registration Statement on Form S-1, as amended (Registration No. 333-002774), declared effective on May 9, 1996. -4- Item 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. [Signature Pages Follow] -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, GENERAL SURGICAL INNOVATIONS, INC., a corporation organized and existing under the laws of the State of California, 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 Palo Alto, State of California, on this August 16, 1996. GENERAL SURGICAL INNOVATIONS, INC. By: /s/ Roderick A. Young ---------------------------------- Roderick A. Young President & Chief Executive Officer -6- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roderick A. Young and Stephen J. Bonelli, jointly and severally, his or her attorneys-in-fact and agents, each with the 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-facts 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/ Roderick A. Young President, Chief Executive Officer - ----------------------------- and Director (Principal Executive August 16, 1996 Roderick A. Young Officer) /s/ Stephen J. Bonelli Vice President of Finance and Chief - ----------------------------- Financial Officer (Principal August 16, 1996 Stephen J. Bonelli Financial and Accounting Officer) /s/ Thomas J. Fogarty, M.D. - ----------------------------- Chairman and Director August 16, 1996 Thomas J. Fogarty, M.D. /s/ Dave Chonette - ----------------------------- Director August 16, 1996 Dave Chonette /s/ Paul Goeld - ----------------------------- Director August 16, 1996 Paul Goeld /s/ Mark A. Wan - ----------------------------- Director August 16, 1996 Mark A. Wan
-7- INDEX TO EXHIBITS EXHIBIT PAGE NUMBER NO. 4.1* 1996 Employee Stock Purchase Plan -- 4.2* 1992 Incentive Stock Option Plan -- 4.3* 1995 Directors' Stock Option Plan -- 5.1 Opinion of Venture Law Group, a Professional Corporation 9 23.1 Consent of Venture Law Group, a Professional Corporation 9 (included in Exhibit 5.1). 23.2 Consent of Independent Accountants (see p. 8). 8 24.1 Powers of Attorney (see p. 7). 7 _______________ * Incorporated by reference from the Registrant's Registration Statement on Form S-1, as amended (Registration No. 333-002774), declared effective on May 9, 1996. -8- EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD] August 15, 1996 General Surgical Innovations, Inc. 3172A Porter Drive Palo Alto, CA 94304 REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") filed by you with the Securities and Exchange Commission (the "COMMISSION") on August 16, 1996 in connection with the registration under the Securities Act of 1933, as amended, of a total of 2,056,259 shares of your Common Stock (the "SHARES") reserved for issuance under the General Surgical Innovations, Inc. 1992 Incentive Stock Option Plan, the 1995 Director Stock Option Plan and the 1996 Employee Stock Purchase Plan. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto. Very truly yours, VENTURE LAW GROUP A Professional Corporation /s/ Venture Law Group EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement on Form S-8 file number _______, of our report dated April 12, 1996, on our audits of the consolidated financial statements and financial statement of schedule of GENERAL SURGICAL INNOVATIONS, INC. as of June 30, 1994 and 1995, and for each of the years in the three-year period ended June 30, 1996, which report appears in the registration statement on Form S-1 (SEC file number 333-2774) of General Surgical Innovations, Inc. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933. San Jose, California August 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----