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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1998
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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INTERPORE INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3043318
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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181 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
(Address of Principal Executive Offices including Zip Code)
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CROSS MEDICAL PRODUCTS, INC. AMENDED AND RESTATED
1994 STOCK OPTION PLAN;
THE DANNINGER MEDICAL TECHNOLOGY, INC.
1984 INCENTIVE STOCK OPTION PLAN; AND
THE DANNINGER MEDICAL TECHNOLOGY, INC. 1984
NON-STATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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RICHARD L. HARRISON COPY TO:
SENIOR VICE PRESIDENT REGINA M. SCHLATTER, ESQ.
AND CHIEF FINANCIAL OFFICER CHARLES K. RUCK, ESQ.
INTERPORE INTERNATIONAL, INC. LATHAM & WATKINS
181 TECHNOLOGY DRIVE 650 TOWN CENTER DRIVE, TWENTIETH FLOOR
IRVINE, CALIFORNIA 92618-2402 COSTA MESA, CALIFORNIA 92626
(949) 453-3200 (714) 540-1235
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(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock 894,765 $4.782 $4,278,767 $1,263
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Offering Price Per Share
is the weighted average exercise price of the outstanding options to
purchase the shares being registered pursuant hereto.
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OUTSTANDING OPTIONS ARE EXERCISED.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Interpore International, Inc. (the
"Company") with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(c) The Company's Current Report on Form 8-K filed with the
Commission on February 17, 1998;
(d) The Company's Current Report on Form 8-K filed with the
Commission on May 15, 1998; and
(e) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed with the
Commission (File No. 000-22958).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and 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
of it from the respective dates of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of Interpore International, Inc.
appearing in the Company's Annual Report on (Form 10-K) for the year ended
December 31, 1997 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. The consolidated financial statements of Cross Medical Products, Inc.
appearing in the Annual Report on Form 10-K for the year ended December 31, 1997
of Cross Medical Products, Inc. have been audited by Coopers & Lybrand L.L.P.,
independent auditors as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to limit the personal liability of its directors in
accordance with the provisions set forth therein. The Certificate of
Incorporation, as amended, of the Company provides that the personal liability
of its directors shall be limited to the fullest extent permitted by applicable
law.
Section 145 of the Delaware General Corporation Law contains provisions
permitting corporations to indemnify any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, in
accordance with the provisions set forth therein. The Bylaws of the Company
generally provide for indemnification of such persons to the fullest extent
allowed by applicable law.
The inclusion of the above provisions in the Certificate of
Incorporation may have the effect of reducing the likelihood of stockholder
derivative suits against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefited
the Company and its stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits on page 6.
ITEM 9. UNDERTAKINGS
(a) The Company 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 (the "Securities
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; and
(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 if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company 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
Securities 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
termination of the offering.
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(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 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 bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Irvine, State of California, on May 27, 1998.
INTERPORE INTERNATIONAL, INC.
By: /s/ David C. Mercer
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David C. Mercer, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
David C. Mercer and Richard L. Harrison as attorneys-in-fact and agents, each
acting alone, with full powers of substitution to sign on his behalf,
individually and in the capacities stated below, and to file any and all
amendments, including post-effective amendments, to this registration statement
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents full power and
authority to perform any other act on behalf of the undersigned required to be
done.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated.
Signature Title Date
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/s/ David C. Mercer Chairman of the Board and Chief Executive May 27, 1998
- ------------------------------------------- Officer (Principal Executive Officer)
David C. Mercer
/s/ Joseph A. Mussey Director, President and Chief Operating Officer May 27, 1998
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Joseph A. Mussey
/s/ Richard L. Harrison Senior Vice President and Chief Financial May 27, 1998
- ------------------------------------------- Officer (Principal Financial Officer)
Richard L. Harrison
/s/ William A. Eisenecher Director May 27, 1998
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William A. Eisenecher
/s/ Daniel A. Funk Director May 27, 1998
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Daniel A. Funk
/s/ G. Bradford Jones Director May 27, 1998
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G. Bradford Jones
/s/ Robert J. Williams Director May 27, 1998
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Robert J. Williams
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INDEX TO EXHIBITS
EXHIBIT PAGE
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4.1 Certificate of Incorporation. (Note i)
5.1 Opinion of Latham & Watkins. 7
10.1 Danninger Medical Technology, Inc. 1984 Non-Statutory Stock Option Plan 8
10.2 Danninger Medical Technology, Inc. 1984 Incentive Stock Option Plan 11
10.3 Cross Medical Products Inc. Amended and Restated 1994 Stock Option Plan. 15
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP. 20
23.3 Consent of Coopers & Lybrand L.L.P. 21
24 Power of Attorney (included in the signature page to this Registration Statement).
(i) Incorporated by reference to Annex VII of the Company's Registration
Statement on Form S-4 (No. 333-49487).
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