AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 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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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
IRVINE, CALIFORNIA 92614
(Address of Principal (Zip Code)
Executive Offices)
EDWARDS LIFESCIENCES CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN FOR UNITED
STATES EMPLOYEES
EDWARDS LIFESCIENCES CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN FOR
INTERNATIONAL EMPLOYEES
EDWARDS LIFESCIENCES CORPORATION NONEMPLOYEE DIRECTORS AND CONSULTANTS STOCK
INCENTIVE PROGRAM
(Full Title of the Plans)
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 AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
Common Stock, $1.00 par value... 2,320,519 shares(1) $22.80(2) $52,907,833(2) $13,227
Preferred Stock Purchase
Rights........................ 2,320,519 rights (3) (3) (3)
(1) Consists of 1,500,000 shares of Common Stock issuable pursuant to the
Edwards Lifesciences Corporation 2001 Employee Stock Purchase Plan for
United States Employees (the "U.S. Stock Plan"), 650,000 shares of Common
Stock issuable pursuant to the Edwards Lifesciences Corporation 2001
Employee Stock Purchase Plan for International Employees (the "International
Stock Plan"), and 170,519 shares of Common Stock issuable pursuant to the
Edwards Lifesciences Corporation Nonemployee Directors and Consultants Stock
Incentive Program (the "Incentive Program"). 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 Plans
described herein.
(2) 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 of 1933, as amended, based upon the average of the high and
low prices of the Common Stock as reported in the consolidated reporting
system on May 8, 2001.
(3) 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed (Commission File No. 1-15525) with
the Securities and Exchange Commission (the "Commission") by Edwards
Lifesciences Corporation (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000; and
(b) 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, 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 of 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 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
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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 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 has obtained directors and officers liability insurance
providing coverage to its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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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 2001 Employee Stock
Purchase Plan for United States Employees.
*4.5 Edwards Lifesciences Corporation 2001 Employee Stock
Purchase Plan for International Employees.
*4.6 Edwards Lifesciences Corporation Nonemployee Directors and
Consultants Stock Incentive Program.
*5 Opinion of Sidley Austin Brown & Wood.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Sidley Austin Brown & Wood (included in its
opinion filed as Exhibit 5).
24 Powers of Attorney (contained on signature page hereto).
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* Filed herewith.
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;
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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 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
10th day of May, 2001.
EDWARDS LIFESCIENCES CORPORATION
By: /s/ MICHAEL A. MUSSALLEM
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Michael A. Mussallem
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Each of the undersigned officers and directors of the registrant hereby
severally constitutes and appoints Michael A. Mussallem or Bruce J. Bentcover
(each acting alone and without the other) his or her true and lawful
attorney-in-fact and agent, in any and all capacities, with full power and
authority to execute, in the name and on behalf of each of the undersigned as
such officer and/or director, any and all amendments to this registration
statement, whether filed prior or subsequent to the time such registration
statement becomes effective, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission. Each of the undersigned officers and directors hereby grants unto
each such attorney-in-fact and agent full power of substitution and revocation
in the premises and hereby ratifies and confirms all that each such
attorney-in-fact and agent, or his substitute or substitutes, may do or cause to
be done by virtue of these presents.
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 10th day of May, 2001.
NAME TITLE
---- -----
/s/ MICHAEL A. MUSSALLEM Director, Chairman of the Board and Chief
------------------------------------------- Executive Officer (principal executive
Michael A. Mussallem officer)
/s/ BRUCE J. BENTCOVER Corporate Vice President and Chief Financial
------------------------------------------- Officer (principal financial officer and
Bruce J. Bentcover principal accounting officer)
/s/ MICHAEL R. BOWLIN
------------------------------------------- Director
Michael R. Bowlin
/s/ VERNON R. LOUCKS JR.
------------------------------------------- Director
Vernon R. Loucks Jr.
/s/ CORINNE H. LYLE
------------------------------------------- Director
Corinne H. Lyle
/s/ PHILIP M. NEAL
------------------------------------------- Director
Philip M. Neal
/s/ DAVID E.I. PYOTT
------------------------------------------- Director
David E.I. Pyott
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 2001 Employee Stock
Purchase Plan for United States Employees.
*4.5 Edwards Lifesciences Corporation 2001 Employee Stock
Purchase Plan for International Employees.
*4.6 Edwards Lifesciences Corporation Nonemployee Directors and
Consultants Stock Incentive Program.
*5 Opinion of Sidley Austin Brown & Wood.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Sidley Austin Brown & Wood (included in its
opinion filed as Exhibit 5).
24 Powers of Attorney (contained on signature page hereto).
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* Filed herewith.