As filed with the Securities and Exchange Commission on
November 7, 1995
Registration No. 33-_____
____________________________________________________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________
INFRASONICS, INC.
(Exact name of registrant as specified in its charter)
California 95-3797283
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
_______________
3911 Sorrento Valley Boulevard, San Diego, California 92121
(Address of principal executive office, including zip code)
_______________
INFRASONICS, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
_______________
Jim Hitchin Copy to:
President Douglas J. Rein, Esq.
Infrasonics, Inc. Gray, Cary, Ware &
Freidenrich
3911 Sorrento Valley Blvd. 401 "B" Street
San Diego, California 92121 San Diego, CA 92101-4297
(619) 450-9898 (619) 699-3524
(Name, address, and telephone
number, of agent for service
of process)
CALCULATION OF REGISTRATION FEE
Title of the Securities
to Be Registered Common Stock,
no par value
Amount to Be Registered 515,900 shares
Proposed Maximum Offering
Price Per Share (1) $6.00
Proposed Maximum Aggregate
Offering Price $3,095,400.00
Amount of Registration Fee $1,068.00
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457, based upon the price
of registrant's Common Stock as listed on the NASDAQ
National Market System on November 3, 1995.
PART I
ITEM 1. PLAN INFORMATION
Contained in the Section 10(a) Prospectus, as
applicable.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYER PLAN
INFORMATION
Contained in the Section 10(a) Prospectus, as
applicable.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the
Securities and Exchange Commission (the "Commission") by
Infrasonics, Inc. (the "Company") are hereby incorporated by
reference in this Registration Statement:
(a) The Annual Report of the Company on Form 10-K for
the fiscal year ended June 30, 1995, filed
pursuant to Sections 13(a) or 15(d) of the
Securities Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since June 30, 1995.
(c) Description of the Common Stock of the Company
contained in the Registration Statement of the
Company on Form 10 filed with the Commission under
the Exchange Act, including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Company
pursuant to Section 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 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 thereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code
provides that a corporation shall have the power, and in
some cases is required, to indemnify an agent, including an
officer or director, who was or is a party or is threatened
to be made a party to any proceedings against certain
expenses, judgments, fines, settlements and other amounts
under certain circumstances. The Articles of Incorporation
and the Bylaws of the Company permit indemnification of its
officers and directors to the maximum extent permitted by
the California Corporations Code.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4. Infrasonics, Inc. 1995 Stock Option Plan
5. Opinion of Gray Cary Ware & Freidenrich re:
Legality
24.1 Consent of Gray Cary Ware &
Freidenrich(included in Exhibit 5).
24.2 Consent of Ernst & Young LLP, Independent
Auditors
25. Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offerings. 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;
(i) To include any prospectus required
by Section 10(a)(3) of the
Securities Act of 1933 (the "1933
Act");
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of this Registration
Statement (or the most recent post
effective amendment thereof) which,
individually or in the aggregate,
represent a fundamental change in
the information set forth in this
Registration Statement;
(iii) To include any material information
with respect to the plan of
distribution not previously
disclosed in this Registration
Statement or any material change to
such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply to information required to
be included in a post-effective amendment by those
paragraphs which are contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any
liability under the 1933 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.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE. The undersigned
registrant hereby undertakes that, for
purposes of determining any liability under
the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where
applicable, each filing of an employee
benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is
incorporated by reference in this
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 bonafide offering
thereof.
(c) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR
FILING OF REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities
arising under the 1933 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 Securities and Exchange
Commission such indemnification is against
public policy as expressed in the 1933 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
the successful defense of any action, suit or
proceeding) is asserted by such director,
officer or controlling person in connection
with the securities being registered, the
registrant will, unless in the opinion of its
counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether
such indemnification by it is against public
policy as expressed in the 1933 Act and will
be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. 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 San
Diego, State of California on October 31, 1995.
INFRASONICS, INC.
By:/s/ Jim Hitchin
Jim Hitchin, President
POWER OF ATTORNEY
Know all men by these presents that each person
whose signature appears below constitutes and appoints Jim
Hitchin and Fred McGee or either of them, his or her
attorney-in-fact, each with power of substitution for him or
her in any and all capacities, to sign any 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,
hereby ratifying and confirming all that each said attorney
in-fact or his substitute or substitutes may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures:
/s/Jim Hitchin
Jim Hitchin
President and Director
(Principal Executive Officer)
October 31, 1995
/s/Fred McGee
Fred McGee
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
October 31, 1995
/s/Harry L. Casari
Harry L. Casari
Director
October 31, 1995
/s/Janet Colson
Janet Colson
Director
October 31, 1995
/s/Robert A. Hovee
Robert A. Hovee
Director
October 31, 1995
/s/E. A. Vanderpool
E. A. Vanderpool
Director
October 31, 1995
INDEX OF EXHIBITS
Exhibit Sequentially
No. Numbered
4. Infrasonics, Inc. 1995
Stock Option Plan 8
5. Opinion of Gray Cary Ware & Freidenrich
re: Legality 18
24.1 Consent of Gray Cary Ware & Freidenrich
(see Exhibit 5) 18
24.2 Consent of Ernst & Young LLP, Independent
Auditors 20
25. Power of Attorney (See Signature Page) 7