AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1996
REGISTRATION NO. 333-3368
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
PRE-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
INNOVASIVE DEVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
MASSACHUSETTS 3842 04-3132641
(PRIMARY STANDARD (I.R.S.
(STATE OR OTHER INDUSTRIAL EMPLOYERIDENTIFICATION
JURISDICTION OF CLASSIFICATION CODE NUMBER)
INCORPORATION OR NUMBER)
ORGANIZATION)
----------------
734 FOREST STREET,
MARLBOROUGH, MASSACHUSETTS 01752-3032
(508) 460-8229
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
RICHARD D. RANDALL PRESIDENT AND CHIEF EXECUTIVE OFFICER INNOVASIVE DEVICES,
INC. 734 FOREST STREET MARLBOROUGH, MASSACHUSETTS 01752-3032 (508) 460-8229
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
ROSLYN G. DAUM, ESQ.CHOATE, HALL & RUFUS C. KING, ESQ.TESTA, HURWITZ &
STEWARTEXCHANGE PLACE53 STATE THIBEAULT, LLP HIGH STREET TOWER125
STREETBOSTON, MASSACHUSETTS 02109- HIGH STREETBOSTON, MASSACHUSETTS
2891(617) 248-5000 02110(617) 248-7000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [X]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
EXPLANATORY NOTE
This Pre-Effective Amendment No 3 is being filed solely for the purpose of
filing Exhibit 10.9.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
*1.1 Form of Underwriting Agreement
*3.1 Second Restated Articles of Organization
*3.2 Articles of Amendment to Second Restated Articles of Organization,
to be effective prior to the effectiveness of this offering
*3.3 Third Restated Articles of Organization, to be effective upon the
closing of this offering
*3.4 Amended and Restated By-laws of the Registrant
*4.1 Specimen Certificate representing the Common Stock
*4.2 Amended and Restated Rights Agreement dated as of October 17, 1995
by and among the Company, the Founders (as defined therein), the
holders of the Series A Preferred Stock and the holders of the
Series B Preferred Stock.
*4.3 Amendment to Amended and Restated Rights Agreement dated as of
October 17, 1995 by and among the Company, the Founders (as defined
therein), the holders of the Series A Preferred Stock and the
holders of the Series B Preferred Stock
*4.4 Amended and Restated Stockholders' Voting Agreement dated as of
October 17, 1995 by and among the Company, the Founders (as defined
therein), the holders of the Series A Preferred Stock and the
holders of the Series B Preferred Stock
*4.5 Amendment to Amended and Restated Stockholders' Voting Agreement
dated as of October 17, 1995 by and among the Company, the founders
(as defined therein), the holders of the Series A Preferred Stock
and the holders of the Series B Preferred Stock
*5.1 Opinion of Choate, Hall & Stewart
*9.1 James E. Nicholson Voting Trust dated February 22, 1994
*9.2 Anthony J. May Voting Trust dated March 28, 1996
*10.1 1992 MinVasive Stock Option Plan
*10.2 1996 Omnibus Stock Option Plan
*10.3 1996 Non-Employee Director Stock Option Plan
*10.4 1996 Employee Stock Purchase Plan
*10.5 Form of Standard Non-qualified Stock Option Agreement
*10.6 Form of Standard Incentive Stock Option Agreement
*10.7 Form of Standard Stock Option Agreement for Sales and Marketing
Personnel
*10.8 Form of Standard Stock Option Agreement for Sales and Marketing
Personnel (with cliff vesting)
+10.9 Research and Development Agreement between the Registrant and
Collagen Corporation dated October 17, 1995
*+10.10 Distribution Agreement between the Registrant and Collagen
Corporation dated October 17, 1995
*10.11 Manufacturing and Supply Agreement between the Registrant and
Collagen Corporation dated October 17, 1995
*10.12 Lease dated March 12, 1996 between New Boston Wilmar Limited
Partnership and the Registrant for 28,657 square feet of space at
734 Forest Street, Marlborough, Massachusetts
*10.13 Lease dated April 29, 1994 between Thomas B. O'Brien as Trustee of
the Jelric Realty Trust u/d/t dated September 19, 1968 and the
Registrant for 6,000 square feet of space at 100 South Street,
Hopkinton, Massachusetts
*11.1 Statement regarding Computation of Net Loss per Common Share
*24.1 Consent of Price Waterhouse LLP
*24.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1)
*24.3 Consent of Pandiscio & Pandiscio, P.C.
*25.1 Power of Attorney (See page II-4)
*27.1 Financial Data Schedule
- --------
*Previously filed.
+Confidential Treatment requested as to certain portions
II-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 333-3368 TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
MARLBOROUGH, MASSACHUSETTS ON JUNE 4TH, 1996.
Innovasive Devices, Inc.
/s/ Richard D. Randall
By: _________________________________
RICHARD D. RANDALLPRESIDENT AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO REGISTRATION STATEMENT NO. 333-3368 HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JUNE 4TH, 1996
SIGNATURE TITLE(S)
/s/ Richard D. Randall President, Chief
- ------------------------------------- Executive Officer
RICHARD D. RANDALL and Director
(Principal
Executive Officer)
/s/ James V. Barrile Executive Vice
- ------------------------------------- President of
JAMES V. BARRILE Finance, Chief
Financial Officer
and Treasurer
(Principal
Financial and
Accounting Officer)
* Director
- -------------------------------------
JAMES E. NICHOLSON
* Director
- -------------------------------------
JOSEPH A. CIFFOLILLO
* Director
- -------------------------------------
THOMAS C. MCCONNELL
* Director
- -------------------------------------
ROBERT R. MOMSEN
* Director
- -------------------------------------
HOWARD D. PALEFSKY
/s/ Richard D. Randall
*By: ________________________________
RICHARD D. RANDALL, ASATTORNEY-IN-
FACT FOR EACH OFTHE PERSONS
INDICATED
II-2
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----
*1.1 Form of Underwriting Agreement
*3.1 Second Restated Articles of Organization
*3.2 Articles of Amendment to Second Restated Articles of
Organization, to be effective prior to the effectiveness of
this offering
*3.3 Third Restated Articles of Organization, to be effective upon
the closing of this offering
*3.4 Amended and Restated By-laws of the Registrant
*4.1 Specimen Certificate representing the Common Stock
*4.2 Amended and Restated Rights Agreement dated as of October 17,
1995 by and among the Company, the Founders (as defined
therein), the holders of the Series A Preferred Stock and the
holders of the Series B Preferred Stock.
*4.3 Amendment to Amended and Restated Rights Agreement dated as of
October 17, 1995 by and among the Company, the Founders (as
defined therein), the holders of the Series A Preferred Stock
and the holders of the Series B Preferred Stock
*4.4 Amended and Restated Stockholders' Voting Agreement dated as of
October 17, 1995 by and among the Company, the Founders (as
defined therein), the holders of the Series A Preferred Stock
and the holders of the Series B Preferred Stock
*4.5 Amendment to Amended and Restated Stockholders' Voting
Agreement dated as of October 17, 1995 by and among the
Company, the founders (as defined therein), the holders of the
Series A Preferred Stock and the holders of the Series B
Preferred Stock
*5.1 Opinion of Choate, Hall & Stewart
*9.1 James E. Nicholson Voting Trust dated February 22, 1994
*9.2 Anthony J. May Voting Trust dated March 28, 1996
*10.1 1992 MinVasive Stock Option Plan
*10.2 1996 Omnibus Stock Option Plan
*10.3 1996 Non-Employee Director Stock Option Plan
*10.4 1996 Employee Stock Purchase Plan
*10.5 Form of Standard Non-qualified Stock Option Agreement
*10.6 Form of Standard Incentive Stock Option Agreement
*10.7 Form of Standard Stock Option Agreement for Sales and Marketing
Personnel
*10.8 Form of Standard Stock Option Agreement for Sales and Marketing
Personnel (with cliff vesting)
+10.9 Research and Development Agreement between the Registrant and
Collagen Corporation dated October 17, 1995
*+10.10 Distribution Agreement between the Registrant and Collagen
Corporation dated October 17, 1995
*10.11 Manufacturing and Supply Agreement between the Registrant and
Collagen Corporation dated October 17, 1995
*10.12 Lease dated March 12, 1996 between New Boston Wilmar Limited
Partnership and the Registrant for 28,657 square feet of space
at 734 Forest Street, Marlborough, Massachusetts
*10.13 Lease dated April 29, 1994 between Thomas B. O'Brien as Trustee
of the Jelric Realty Trust u/d/t dated September 19, 1968 and
the Registrant for 6,000 square feet of space at 100 South
Street, Hopkinton, Massachusetts
*11.1 Statement regarding Computation of Net Loss per Common Share
*24.1 Consent of Price Waterhouse LLP
*24.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1)
*24.3 Consent of Pandiscio & Pandiscio, P.C.
*25.1 Power of Attorney (See page II-4)
*27.1 Financial Data Schedule
- --------
*Previously filed
+Confidential Treatment requested as to certain portions