As filed with the Securities and Exchange Commission on January 27, 2003.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CARDIMA, INC.
(Exact name of registrant as specified in its charter)
Delaware
| | 94-3177883
|
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
|
47266 Benicia Street Fremont, California
| | 94538
|
| (Address of Principal Executive Offices) | | (Zip Code) |
CARDIMA, INC. 1993 STOCK OPTION PLAN
(Full title of the plan)
GABRIEL B. VEGH Chief Executive Officer Cardima, Inc. 47266 Benicia Street Fremont, California 94538 (510) 354-0300
| | Copy to: THOMAS E. SPARKS, JR. Pillsbury Winthrop LLP P.O. Box 7880 San Francisco, CA 94120 (415) 983-1000 |
(Name, address and telephone number, including area code, of agent for service) | | |
CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Registered | | Amount To Be Registered (1) | | Proposed Maximum Offering Price per Share (2) | | Proposed Maximum Aggregate Offering Price (2) | | Amount of Registration Fee |
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| Common Stock, $.001 par value | | 1,200,000 shares | | $1.43 | | $1,716,000 | | $157.87 |
| (1) | | Pursuant to Rule 416(a) under the Securities Act, this registration statement also includes an indeterminate number of additional shares which may be offered and issued in connection with any stock splits, stock dividends or similar transactions. |
| (2) | | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, upon the average of the high and low prices as reported on the Nasdaq SmallCap Market on January 24, 2003. |
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on July 31, 1997 (File No. 333-32545), June 2, 2000 (File No. 333-38506) and July 26, 2001 (File No. 333-65928) are hereby incorporated by reference.
Incorporation of Certain Documents by Reference.
The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:
(1) Annual Report on Form 10-K (File No. 000-22419) for the fiscal year ended December 31, 2001;
(2) Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;
(3) Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;
(4) Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002;
(5) The description of the Registrant’s Common Stock contained in Registrant’s Registration Statement on Form 8-A filed with the SEC on April 23, 1997;
(6) The description of the Preferred Stock Purchase Rights for Series A Participating Preferred Stock, par value $0.001 per share, of the Registrant in the Registrant’s Registration Statement on Form 8-A filed May 22, 2002;
(7) Registrant’s Current Reports on Form 8-K filed May 22, 2002, August 6, 2002 and January 6, 2003; and
(8) Registrant’s Current Reports on Form 8-K/A filed September 19, 2002.
In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this registration statement and to be a part hereof from the date of filing of such documents.
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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 Fremont, State of California, on January 27, 2003.
| CARDIMA, INC. |
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| By: | | /s/ Gabriel B. Vegh
|
| | | Gabriel B. Vegh Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gabriel B. Vegh or Ronald E. Bourquin, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with 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, 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 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 date indicated:
Signature
| | Title
| | Date
|
|
/s/ Gabriel B. Vegh
Gabriel B. Vegh | | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | | January 27, 2003 |
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/s/ Ronald E. Bourquin
Ronald E. Bourquin | | Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | | January 27, 2003 |
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Jesse D. Erickson | | Director | | January , 2003 |
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/s/ Rodolfo C. “Tino” Quijano, Ph.D.
Rodolfo C. “Tino” Quijano, Ph.D. | | Director | | January 27, 2003 |
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/s/ Phillip C. Radlick, Ph.D.
Phillip C. Radlick, Ph.D. | | Director | | January 27, 2003 |
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/s/ Lawrence J. Siskind
Lawrence J. Siskind | | Director | | January 27, 2003 |
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INDEX TO EXHIBITS
Exhibit Number
| | Exhibit
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| 5.1 | | Opinion regarding legality of securities to be offered. |
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| 10.1 | | 1993 Stock Option Plan of Cardima, Inc., as amended. |
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| 23.1 | | Consent of Ernst & Young LLP, Independent Auditors. |
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| 23.3 | | Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). |
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| 24.1 | | Power of Attorney (see page 3). |
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