As filed with the Securities and Exchange Commission on July __, 1997.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INNOVASIVE DEVICES, INC.
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(Exact name of registrant as specified in its charter)
04-3132641
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(I.R.S. employer identification no.)
MASSACHUSETTS
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(State or other jurisdiction of incorporation or organization)
734 FOREST STREET, MARLBOROUGH, MA 01752-3032
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(Address of principal executive offices) (Zip Code)
1996 OMNIBUS STOCK PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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(Full title of plans)
RICHARD D. RANDALL, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
INNOVASIVE DEVICES, INC.
734 FOREST STREET
MARLBOROUGH, MA 01752-3032
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(Name and address of agent for service)
(508) 460-8229
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered (1) share (2) price (2) fee
- ---------------------------------------------------------------------------------
Common Stock, 600,000
$.0001 par value shares $9.50 $5,700,000.00 $1,727.27
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(1) Plus such additional number of shares as may be required pursuant to the
Plan in the event of a stock dividend, split-up of shares, recapitalization or
other similar change in the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on July 24,
1997.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of General Instruction E to Form S-8, as amended, and relates to
(i) 550,000 shares of Common Stock, $.0001 par value (the "Common Stock"), of
Innovasive Devices, Inc. (the "Company"), which represents an increase in the
number of shares reserved for issuance under the Company's 1996 Omnibus Stock
Plan (the "Omnibus Plan"), and (ii) 50,000 shares of Common Stock, which
represents an increase in the number of shares reserved for issuance under the
Company's 1996 Non-Employee Director Stock Option Plan (the "Director Plan").
250,000 shares have been previously registered for issuance under the Omnibus
Plan and 100,000 shares have been previously registered under the Director Plan,
each pursuant to a Registration Statement on Form S-8 (File No. 333-11815).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Company's previously filed Registration Statement on
Form S-8 (No. 333-11815) relating to shares issuable under the Omnibus Plan and
the Director Plan is hereby incorporated by reference.
Item 8. Exhibits
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5.1 Opinion of Choate, Hall & Stewart as to the legality of the shares
being registered.
10.1 Registrant's 1996 Omnibus Stock Plan (as amended and restated
effective June 27, 1997).
10.2 Registrant's 1996 Non-Employee Director Stock Option Plan (as amended
and restated effective June 27, 1997).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
24.1 Power of Attorney (included in page II-3).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Marlborough, Commonwealth of Massachusetts on July
24, 1997.
Innovasive Devices, Inc.
(Issuer and Employer)
By: /s/ James V. Barrile
--------------------------------
James V. Barrile
Vice President and Chief
Financial Officer
II-2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard D. Randall, James V. Barrile and
Roslyn G. Daum, jointly and severally, his true and lawful attorneys-in-fact and
agents with full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute of substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration has been signed below on the dates indicated by the following
persons in the capacities indicated.
Name Capacity Date
- ---- -------- ----
/s/ Richard D. Randall President, Chief Executive 7/24/97
- ---------------------- Officer and Director
Richard D. Randall (Principal Executive Officer)
/s/ James V. Barrile Chief Financial Officer 7/24/97
- ---------------------- (Principal Financial
James V. Barrile and Accounting Officer)
/s/ James E. Nicholson Director 7/23/97
- ----------------------
James E. Nicholson
/s/ Joseph A. Ciffolillo Director 7/18/97
- ------------------------
Joseph A. Ciffolillo
/s/ Thomas C. McConnell Director 7/18/97
- ----------------------
Thomas C. McConnell
/s/ Robert R. Momsen Director 7/18/97
- ----------------------
Robert R. Momsen
/s/ Howard D. Palefsky Director 7/18/97
- ----------------------
Howard D. Palefsky
/s/ Richard B. Caspari Director 7/18/97
- ----------------------
Richard B. Caspari
/s/ Alan Chervitz Director 7/18/97
- ----------------------
Alan Chervitz
/s/ David Foster Director 7/18/97
- ----------------------
David Foster
INDEX TO EXHIBITS
-----------------
Exhibit Number Page
- -------------- ----
5.1 Opinion of Choate, Hall & Stewart as to
the legality of the shares being registered.
10.1 Registrant's 1996 Omnibus Stock Plan
(as amended and restated effective June 27,
1997).
10.2 Registrant's 1996 Non-Employee Director
Stock Option Plan (as amended and restated
effective June 27, 1997).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Choate, Hall & Stewart (included
in Exhibit 5.1).
24.1 Power of Attorney (included in page II-3).