AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2000
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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EDWARDS LIFESCIENCES CORPORATION
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 36-4316614
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
ONE EDWARDS WAY 92614
IRVINE, CALIFORNIA (Zip Code)
(Address of Principal
Executive Offices)
EDWARDS LIFESCIENCES CORPORATION 401(K) SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
MICHAEL A. MUSSALLEM
Chairman of the Board and Chief Executive Officer
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614
(949) 250-2500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
Common Stock, $1.00 par value.... 4,000,000 shares (2) $15.28 (3) $61,120,000 (3) $16,136
Preferred Stock Purchase
Rights......................... 4,000,000 rights (4) (4) (4)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered pursuant to the Plan
described herein.
(2) This registration statement also covers an additional and indeterminate
number of shares of Common Stock that may be issued pursuant to the
anti-dilution provisions of the Plan described herein.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee and, pursuant to Rules 457(c) and 457(h) under the
Securities Act, based upon the average of the high and low prices of the
Common Stock as reported in the consolidated reporting system on
December 15, 2000.
(4) The Preferred Stock Purchase Rights initially are attached to and trade with
the shares of Common Stock being registered hereby. Value attributable to
such Rights, if any, is reflected in the market price of the Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Edwards Lifesciences Corporation (the
"Company") or the Edwards Lifesciences Corporation 401(k) Savings and Investment
Plan (the "Plan") are incorporated herein by reference:
(a) The Company's effective Registration Statement on Form 10, as amended
(Commission File No. 1-15525);
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;
(c) The Company's Current Report on Form 8-K filed September 15, 2000; and
(d) The descriptions of the Company's Common Stock, $1.00 par value per
share (the "Common Stock"), and the related Preferred Stock Purchase
Rights (the "Rights") associated with the Common Stock, both of which are
contained in the registration statements filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any subsequent amendment or report filed for
the purpose of updating such descriptions.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, and all documents filed by the
Plan pursuant to Section 15(d) of 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 hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Company's Amended and Restated Certificate of Incorporation
provides that directors will not be personally liable to the Company or its
stockholders for monetary damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) certain transactions
under Section 174 of the DGCL (which concerns
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unlawful payments of dividends, stock purchases or redemptions) or
(iv) transactions from which a director derives an improper personal benefit.
While the Company's Amended and Restated Certificate of Incorporation
provides directors with protection from awards for monetary damages for breaches
of their duty of care, it does not eliminate their duty of care. Accordingly,
the Amended and Restated Certificate of Incorporation will have no effect on the
availability of equitable remedies such as an injunction or rescission based on
a director's breach of his or her duty of care. The provisions of the Amended
and Restated Certificate of Incorporation described above apply to an officer of
the Company only if he or she is a director of the Company and is acting in his
or her capacity as director, and do not apply to the Company's officers who are
not directors.
The Company's Amended and Restated Certificate of Incorporation provides
that each person who is, or was, or has agreed to become a director or officer
of the Company, and each person who serves, or may have served, at the Company's
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, will be indemnified by
the Company to the fullest extent permitted by the DGCL, as amended from time to
time. Directors and officers will not be indemnified with respect to an action
commenced by such directors or officers against the Company or by such directors
or officers as a derivative action.
The Company's Amended and Restated Certificate of Incorporation provides
that the right to indemnification and payment of expenses conferred therein will
not be exclusive of any other right that any person may have or may in the
future acquire under any agreement, vote of stockholders, vote of disinterested
directors or otherwise. The Amended and Restated Certificate of Incorporation
permits the Company to maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such liability under the Amended and Restated
Certificate of Incorporation or the DGCL.
The Company intends to obtain directors and officers liability insurance
providing coverage to its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Amended and Restated Certificate of Incorporation of the
Company, as amended, filed as Exhibit 3.1 to the Company's
Registration Statement on Form 10, as amended (Commission
File No. 1-15525) (the "Form 10"), is incorporated herein by
reference.
4.2 Amended and Restated Bylaws of the Company, filed as Exhibit
3.2 to the Form 10, are incorporated herein by reference.
4.3 Rights Agreement, dated as of March 31, 2000, between the
Company and EquiServe Trust Company, N.A., as Rights Agent,
filed as Exhibit 10.9 to the Form 10, is incorporated herein
by reference.
4.4 Edwards Lifesciences Corporation 401(k) Savings and
Investment Plan, filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Commission File No.
333-33056), is incorporated herein by reference.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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*5 Opinion of Sidley & Austin.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Sidley & Austin (included in its opinion filed as
Exhibit 5).
*24.1 Power of Attorney from Michael R. Bowlin, Director.
*24.2 Power of Attorney from Victoria R. Fash, Director.
*24.3 Power of Attorney from Vernon R. Loucks Jr., Director.
*24.4 Power of Attorney from Philip M. Neal, Director.
*24.5 Power of Attorney from David E.I. Pyott, Director.
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* Filed herewith.
The Company will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
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 (the "Securities Act");
(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 notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the 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
4
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, each filing of the
registrant'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 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Irvine, State of California, on this
20th day of December, 2000.
EDWARDS LIFESCIENCES CORPORATION
By: /s/ MICHAEL A. MUSSALLEM
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Michael A. Mussallem
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 20th day of December, 2000.
SIGNATURES TITLE
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/s/ MICHAEL A. MUSSALLEM Director, Chairman of the Board and Chief
---------------------------------------- Executive Officer
Michael A. Mussallem (principal executive officer)
Corporate Vice President and Chief Financial
/s/ BRUCE J. BENTCOVER Officer
---------------------------------------- (principal financial officer and principal
Bruce J. Bentcover accounting officer)
/s/ MICHAEL R. BOWLIN*
---------------------------------------- Director
Michael R. Bowlin
/s/ VICTORIA R. FASH*
---------------------------------------- Director
Victoria R. Fash
/s/ VERNON R. LOUCKS JR.*
---------------------------------------- Director
Vernon R. Loucks Jr.
/s/ PHILIP M. NEAL*
---------------------------------------- Director
Philip M. Neal
/s/ DAVID E.I. PYOTT*
---------------------------------------- Director
David E.I. Pyott
*By: /s/ MICHAEL A. MUSSALLEM
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Michael A. Mussallem December 20, 2000
(Attorney-in-Fact)
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as
amended, the administrator of the Plan 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 this 20th day of
December, 2000.
EDWARDS LIFESCIENCES CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
By: /s/ MARY L. BARKER
-----------------------------------------
Mary L. Barker
Vice President of Compensation, Benefits
and Employee Services
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Amended and Restated Certificate of Incorporation of the
Company, as amended, filed as Exhibit 3.1 to the Company's
Registration Statement on Form 10, as amended (Commission
File No. 1-15525) (the "Form 10"), is incorporated herein by
reference.
4.2 Amended and Restated Bylaws of the Company, filed as Exhibit
3.2 to the Form 10, are incorporated herein by reference.
4.3 Rights Agreement, dated as of March 31, 2000, between the
Company and EquiServe Trust Company, N.A., as Rights Agent,
filed as Exhibit 10.9 to the Form 10, is incorporated herein
by reference.
4.4 Edwards Lifesciences Corporation 401(k) Savings and
Investment Plan, filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Commission file No.
333-33056), is incorporated herein by reference.
*5 Opinion of Sidley & Austin.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Sidley & Austin (included in its opinion filed as
Exhibit 5).
*24.1 Power of Attorney from Michael R. Bowlin, Director.
*24.2 Power of Attorney from Victoria R. Fash, Director.
*24.3 Power of Attorney from Vernon R. Loucks Jr., Director.
*24.4 Power of Attorney from Philip M. Neal, Director.
*24.5 Power of Attorney from David E.I. Pyott, Director.
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* Filed herewith.