-----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, DJ3Pj4BHyr8S+QM5rHp/PtbDGFE2mGHdnBeCmiXhxcGZ20U5NLw7loVTxX8h849i UTrJVS023WLnD36R8+GXcA== 0001047469-98-026031.txt : 19980701 0001047469-98-026031.hdr.sgml : 19980701 ACCESSION NUMBER: 0001047469-98-026031 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980630 EFFECTIVENESS DATE: 19980630 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 POS SEC ACT: SEC FILE NUMBER: 333-44791 FILM NUMBER: 98658475 BUSINESS ADDRESS: STREET 1: 10460 BUBB RD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4158129740 MAIL ADDRESS: STREET 1: 3172A PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 S-8 POS 1 S-8 POS As filed with the Securities and Exchange Commission on June 30, 1998 Registration No. 333-44791 - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ POST-EFFECTIVE AMENDMENT NO.1 TO 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.) 10460 BUBB ROAD CUPERTINO, CALIFORNIA 95014 (Address of principal executive offices) _______________________ 1992 STOCK OPTION PLAN (Full title of the Plan) _______________________ RODERICK A. YOUNG CHIEF EXECUTIVE OFFICER GENERAL SURGICAL INNOVATIONS, INC. 10460 BUBB ROAD CUPERTINO, CALIFORNIA 95014 (408) 863-2500 (Name, address and telephone number, including area code, of agent for service) _______________________ Copy to: Laurel Finch Venture Law Group 2800 Sand Hill Road Menlo Park, California 94025 (415) 854-4488 The Registrant hereby withdraws from registration 98,905 shares of its Common Stock out of a total of 998,905 shares of its Common Stock previously registered pursuant to this Registration Statement (No. 333-44791). The purpose of this amendment is to correct the total number of shares being registered, which was mistakenly overstated in the previously filed Registration Statement. 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 30 day of June, 1998. GENERAL SURGICAL INNOVATIONS, INC. By: /s/ Stephen J. Bonelli ---------------------------------- Stephen J. Bonelli Vice President of Finance and Administration and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Roderick A. Young* Chief Executive Officer and Chairman - ----------------------------- of the Board of Directors (Principal June 30, 1998 Roderick A. Young Executive Officer) /s/ Gregory D. Casciaro* President, Chief Operating Officer - ----------------------------- and Director June 30, 1998 Gregory D. Casciaro /s/ Stephen J. Bonelli Vice President of Finance and - ----------------------------- Administration and Chief Financial June 30, 1998 Stephen J. Bonelli Officer (Principal Financial and Accounting Officer) /s/ Thomas J. Fogarty, M.D.* - ----------------------------- Director June 30, 1998 Thomas J. Fogarty, M.D. /s/ Dave Chonette* - ----------------------------- Director June 30, 1998 Dave Chonette /s/ Paul Goeld* - ----------------------------- Director June 30, 1998 Paul Goeld /s/ James Sulat* - ----------------------------- Director June 30, 1998 James Sulat /s/ Mark A. Wan* - ----------------------------- Director June 30, 1998 Mark A. Wan
* By: /s/ Stephen J. Bonelli ------------------------ Attorney-in-fact INDEX TO EXHIBITS EXHIBIT NUMBER 5.1 Opinion of Venture Law Group, a Professional Corporation 23.2 Consent of Independent Accountants EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD] June 30, 1998 General Surgical Innovations, Inc. 10460 Bubb Road Cupertino, California 95014 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 January 23, 1998 and as amended by Post-Effective Amendment No. 1 to be filed on or about June 30, 1998 in connection with the registration under the Securities Act of 1933, as amended, of a total of 900,000 shares of your Common Stock (the "SHARES") reserved for issuance under the General Surgical Innovations, Inc. 1992 Stock Option Plan (the "Plan"). As your legal 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 under the Plan. It is our opinion that, when issued and sold in the manner referred to in the Plan and pursuant to the respective agreement which accompanies each grant under the Plan, the Shares 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 Post-Effective Amendment No. 1 to the registration statement of General Surgical Innovations, Inc. on Form S-8 (No. 333-44791) of our reports dated July 29, 1997, except for Note 14, as to which the date is September 29, 1997, on our audits of the consolidated financial statements and financial statement schedule of General Surgical Innovations, Inc. as of June 30, 1997 and 1996, and for each of the three years in the period ended June 30, 1997, which report is included in the Annual Report on Form 10-K for the year ended June 30, 1997. COOPERS & LYBRAND L.L.P. San Jose, California June 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----