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As filed with the Securities and Exchange Commission on June 27, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARDIAC PATHWAYS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0278793
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
995 BENECIA AVENUE
SUNNYVALE, CALIFORNIA 94085
(408) 737-0505
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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2000 STOCK PLAN
(FULL TITLE OF THE PLAN)
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THOMAS PRESCOTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CARDIAC PATHWAYS CORPORATION
995 BENECIA AVENUE
SUNNYVALE, CALIFORNIA 94085
(408) 737-0505
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
CHRIS F. FENNELL, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94306
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(2) PER SHARE OFFERING PRICE(3) FEE(4)
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Common Stock, $0.001 par value, to be
issued pursuant to the 2000 Stock
PLAN(1)............................... 500,000 $3.52 $1,760,000 $440.00
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(1) Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events, will not be exercisable or evidenced separately from
the Common Stock.
(2) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock that become issuable under the 2000 Stock Plan
described herein by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without
Registrant's receipt of consideration that results in an increase in the
number of Registrant's outstanding shares of Common Stock.
(3) Estimated in accordance with Rule 457(h)(1) and (c) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee on the basis of $3.52 per share, which was the average
of the high and low per share prices of Registrant's Common Stock, quoted
by the Nasdaq National Market System on June 22, 2001.
(4) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, to be $440.00, which is equal to .00025 multiplied by the
proposed maximum aggregate offering price of $1,760,000.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE:
This Registration Statement on Form S-8 is being filed for the purpose of
registering 500,000 shares of Common Stock to be issued pursuant the 2000 Stock
Plan (the "2000 Plan") of Cardiac Pathways Corporation (the "Registrant") which
was approved by the stockholders of the Registrant on December 15, 2000.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
1. Registrant's Annual Report on Form 10-K/A for the year ended June 30,
2000 filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on February 16, 2001;
2. Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001 filed pursuant to Section 13 of the Exchange Act on May 15,
2001;
3. Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000 filed pursuant to Section 13 of the Exchange Act on
February 14, 2001;
4. Registrant's Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 2000 filed pursuant to Section 13 of the Exchange Act on
February 15, 2001;
5. the description of Registrant's common stock set forth in Registrant's
Registration Statement on Form 8-A filed April 27, 1996 pursuant to
Section 12 of the Securities and Exchange Act of 1934, as amended,
including any amendment or report filed with the Commission for the
purpose of updating this description; and
6. the description of Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed
on May 15, 1997 pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemption as provided in
section 174 of the Delaware General Corporation Law, or (v) for any transaction
from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant's Bylaws also permit the Registrant to
secure insurance on behalf of any officer, director, and employee or other
agents for any liability arising out of his or her actions in such capacity,
regardless of whether the Registrant would have the power to indemnify him or
her against such liability under the General Corporation Law of Delaware. The
Registrant currently has secured such insurance on behalf of its officers and
directors.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 2000 Stock Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 to this Registration
Statement)
24.1 Power of attorney (contained on signature pages of this
Registration Statement)
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ITEM 9. UNDERTAKINGS.
A. 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, as amended;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement; and
(iii) 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 the purpose of determining any liability under the
Securities Act of 1933, as amended, 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. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, as amended, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended) 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of 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, 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 Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Sunnyvale, State of California, on this 27th day of
June, 2001.
CARDIAC PATHWAYS CORPORATION
By: /s/ Thomas M. Prescott
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Thomas M. Prescott
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Thomas
M. Prescott and Eldon Bullington, jointly and severally, his or her
attorneys-in-fact, with full power of substitution in each, for him in any and
all capacities to sign any amendments to this Registration Statement on Form S-8
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of
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 Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Thomas M. Prescott Chief Executive Officer, President and Director June 27, 2001
- ------------------------------------------ (Principal Executive Officer)
Thomas M. Prescott
/s/ Eldon M. Bullington Chief Financial Officer June 27, 2001
- ------------------------------------------ (Principal Financial and Accounting Officer)
Eldon M. Bullington
/s/ Mark J. Brooks Director June 27, 2001
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Mark J. Brooks
/s/ M. Fazle Husain Director June 27, 2001
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M. Fazle Husain
/s/ William N. Starling Director June 27, 2001
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William N. Starling
/s/ Anchie Y. Kuo Director June 27, 2001
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Anchie Y. Kuo
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 2000 Stock Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 to this Registration
Statement)
24.1 Power of attorney (contained on signature pages of this
Registration Statement)