-----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, RfxVtjIWS7JZR0LgBhj+l1tMnWlkkuBTWZ/hEIwNRF5erkAE8yzHD7vm32+gs+Kn +6NXzKe7uX+Y66+NDo6AhA== /in/edgar/work/20000821/0000929624-00-001214/0000929624-00-001214.txt : 20000922 0000929624-00-001214.hdr.sgml : 20000922 ACCESSION NUMBER: 0000929624-00-001214 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000821 EFFECTIVENESS DATE: 20000821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDAMED INC CENTRAL INDEX KEY: 0000929900 STANDARD INDUSTRIAL CLASSIFICATION: [3841 ] IRS NUMBER: 770314454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44164 FILM NUMBER: 706160 BUSINESS ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: SUITE 101 CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104924900 MAIL ADDRESS: STREET 1: 46107 LANDING PARKWAY STREET 2: STE 101 CITY: FREMONT STATE: CA ZIP: 94538 S-8 1 0001.txt EMPLOYEE STOCK PURCHASE PLAN As filed with the Securities and Exchange Commission on August 21, 2000 ================================================================================ Registration No. 333-______ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- VIDAMED, INC. (Exact name of registrant as specified in its charter) Delaware 77-0314454 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 46107 Landing Parkway Fremont, California 94538 (Address of Principal Executive Offices) (Zip Code) ----------------------- 1992 STOCK PLAN 1995 DIRECTOR OPTION PLAN 1995 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) ----------------------- John F. Howe Vice President, Finance and Chief Financial Officer VidaMed, Inc. 46107 Landing Parkway Fremont, California 94538 (510) 492-4947 (Name, address and telephone number, including area code, of agent for service) ---------------------- Approximate date of commencement of proposed sale to the public: Immediately upon the filing of this registration statement ---------------------- CALCULATION OF REGISTRATION FEE
===================================================================================================================== Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered(1) offering price per aggregate offering registration unit(2) price fee(2) --------------------------------------------------------------------------------------------------------------------- 1992 Stock Plan Common stock, $.001 par value 1,900,000 $2.55 $4,840,896 $1,278.00 ===================================================================================================================== 1995 Director Option Plan Common stock, $.001 par value 100,000 $2.84 $ 284,000 $ 74.98 ===================================================================================================================== 1995 Employee Stock Purchase Plan Common stock, $.001 par value 200,000 $2.42 $ 484,000 $ 127.78 =====================================================================================================================
(1) Represents the increase in the total number of shares reserved for issuance under the above plans. An aggregate of 1,599,842 shares has been previously registered under a registration statement on Form S-8 (File No. 33-80619) and an additional 3,300,158 shares under a registration statement on Form S-8 (File No. 333-59869) with respect to the above plans. In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement includes an indeterminate number of additional shares that may be offered and sold as a result of anti-dilution provisions described in the plans above. (2) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(c) and (h) under the Securities Act as follows: (i) with respect to options to purchase shares previously granted under the 1992 Stock Plan and 1995 Director Option Plan, on the basis of the weighted average exercise price of these option grants, and (ii) with respect to options to be granted under the 1992 Stock Plan and 1995 Director Option Plan, on the basis of the average between the high and low sales prices of the registrant's common stock on August 17, 2000 on the Nasdaq Small Cap Market, as reported by Nasdaq, and (iii) with respect to shares to be purchased under the 1995 Employee Stock Purchase Plan, on the basis of 85% of the average between the high and low sales prices of the registrant's common stock on August 17, 2000 on the Nasdaq Small Cap Market, as reported by Nasdaq. ================================================================================ STATEMENT UNDER GENERAL INSTRUCTION E -- REGISTRATION OF ADDITIONAL SECURITIES The registrant, VidaMed, Inc., previously filed a registration statement on Form S-8 with the Securities and Exchange Commission (SEC File No. 33-80619) in connection with the registration of an aggregate of 1,599,842 shares of VidaMed's common stock to be issued under VidaMed's 1992 Stock Plan, 1995 Director Option Plan and 1995 Employee Stock Purchase Plan. This registration statement also included 7,892 shares issuable under VidaMed's 1995 Consultant Plan. On July 24, 1998, VidaMed filed another registration statement on Form S-8 with the SEC (SEC File No. 333-59869) in connection with the registration of an aggregate of 3,300,158 additional shares of VidaMed's common stock to be issued under its 1992 Stock Plan, 1995 Director Option Plan and 1995 Employee Stock Purchase Plan. Pursuant to General Instruction E of Form S-8, this registration statement is filed by VidaMed solely to register an additional 1,900,000 shares of common stock reserved for issuance under VidaMed's 1992 Stock Plan, 100,000 shares of common stock reserved for issuance under VidaMed's 1995 Director Option Plan and 200,000 shares of common stock reserved for issuance under VidaMed's 1995 Employee Stock Purchase Plan. These increases were approved by VidaMed's board of directors and stockholders. Pursuant to Instruction E, the contents of VidaMed's previously filed registration statements on Form S-8 (SEC File Nos. 33-80619 and 333-59869), including without limitation periodic reports that VidaMed filed, or will file, after these registration statements to maintain current information about VidaMed, are hereby incorporated by reference into this registration statement pursuant to General Instruction E of Form S-8. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit No. Description - ----------- ----------- 5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1) 24.1 Power of Attorney (see page 2) 1 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 of 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 Fremont, State of California, on August 21, 2000. VIDAMED, INC. By: /s/ Randy D. Lindholm --------------------------------------------- Randy D. Lindholm President, Chief Executive Officer and Chairman (principal executive officer) By: /s/ John F. Howe ----------------------------------------------- John F. Howe Vice President, Finance and Chief Financial Officer (principal financial and accounting officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Randy D. Lindholm and John F. Howe, and each of them, his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on August 21, 2000 by the following persons in the capacities indicated. Signature Title - --------- ----- /s/ Randy D. Lindholm President, Chief Executive Officer - ------------------------- and Chairman Randy D. Lindholm /s/ Elizabeth H. Davila Director - ------------------------- Elizabeth H. Davila /s/ Michael D. Ellwein Director - ------------------------- Michael D. Ellwein /s/ Robert J. Erra Director - ------------------------- Robert J. Erra /s/ Paulita M. LaPlante Director - ------------------------- Paulita M. LaPlante /s/ Kurt C. Wheeler Director - ------------------------- Kurt C. Wheeler 2 VIDAMED, inc. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS
Exhibit No. Item Method of Filing - ---------- -------------------------------------------------------------- --------------------------------------- 5.1 Opinion of Oppenheimer Wolff & Donnelly LLP................... Filed herewith. 23.1 Consent of Ernst & Young LLP, Independent Auditors............ Filed herewith. 23.2 Consent of Oppenheimer Wolff & Donnelly LLP................... Included in Exhibit 5.1. 24.1 Power of Attorney............................................. Included on the signature page to this registration statement.
EX-5.1 2 0002.txt LEGAL OPINION Exhibit 5.1 [Oppenheimer Wolff & Donnelly LLP Letterhead] August 21, 2000 VidaMed, Inc. 46107 Landing Parkway Fremont, California 94538 Re: VidaMed, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to VidaMed, Inc., a Delaware corporation (the "Company"), in connection with the registration by the Company of 1,900,000 shares of common stock, $.001 par value per share (the "Common Stock") of the Company issuable under the Company's 1992 Stock Plan; (2) 100,000 shares of Common Stock of the Company issuable under the Company's 1995 Director Option Plan; and (3) 200,000 shares of Common Stock of the Company issuable under the Company's 1995 Employee Stock Purchase Plan, pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission on August 21, 2000 (the "Registration Statement"). The 1,900,000 shares of Common Stock of the Company issuable under the Company's 1992 Stock Plan, 1995 Director Option Plan and 1995 Employee Stock Purchase Plan (collectively, the "Plans") are collectively referred to herein as the "Shares." In acting as counsel for the Company and arriving at the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinions expressed herein. In connection with our examination, we have assumed the genuineness of all signatures, the authenticity of all documents tendered to us as originals, the legal capacity of all natural persons and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, and subject to the qualifications and limitations stated herein, it is our opinion that: 1. The Company has the corporate authority to issue the Shares in the manner and under the terms set forth in the Registration Statement. 2. The Shares have been duly authorized and, when issued, delivered and paid for in accordance with the Plans as set forth in the Registration Statement, will be validly issued, fully paid and nonassessable. We express no opinion with respect to laws other than those of the State of California, the Delaware General Corporation Law and the federal laws of the United States of America, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to its use as part of the Registration Statement. Very truly yours, /s/ Oppenheimer Wolff & Donnelly LLP 1 EX-23.1 3 0003.txt CONSENT OF AUDITORS Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statement (Form S-8) pertaining to the 1992 Stock Plan, 1995 Director Option Plan and 1995 Employee Stock Purchase Plan of VidaMed, Inc. of our report dated January 31, 2000 with respect to the consolidated financial statements and schedule of VidaMed, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Palo Alto, California August 18, 2000 -----END PRIVACY-ENHANCED MESSAGE-----