As filed with the Securities and Exchange Commission on December 4, 2001
Registration No. 333-________
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UNITED STATES
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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NOVOSTE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2787476
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
3890 Steve Reynolds Boulevard, Norcross, GA 30093
(Address of principal executive offices) (Zip Code)
NOVOSTE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
William A. Hawkins
Chief Executive Officer Copy to: Seth I. Truwit, Esq.
Novoste Corporation Dorsey & Whitney LLP
3890 Steve Reynolds Boulevard 250 Park Avenue
Norcross, GA 30093 New York, NY 10177
(770) 717-0904 (212) 415-9200
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum offering Proposed Amount of
Title of securities Amount to be price maximum aggregate registration
to be registered registered per share(1) offering price(1) fee
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Common Stock, $.01 par value 150,000 shares(2) $10.78 $1,617,000 $387
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the high and low sales prices of the
Common Stock on the Nasdaq National Market, as reported in the
consolidated reporting system, on November 29, 2001.
(2) Consists of an additional 150,000 shares of Common Stock issuable under
the Employee Stock Purchase Plan.
PART I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information. *
* Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 of the Securities Act of 1933, as amended, and the Note to Part 1 of Form
S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 333-39280) are incorporated by reference in this Registration Statement.
Registrant is filing the exhibits set forth on the List of Exhibits
contained on page II-4.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Atlanta, State of Georgia, on December 3, 2001.
NOVOSTE CORPORATION
By /s/ William A. Hawkins
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William A. Hawkins
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William A. Hawkins and Edwin B.
Cordell, Jr., and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and the dates indicated.
Signature Title Date
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/s/ William A. Hawkins Chief Executive Officer, President and Director December 3, 2001
- -------------------------------------- (Principal executive officer)
William A. Hawkins
Vice President-Finance and Chief Financial Officer December 3, 2001
/s/ Edwin B. Cordell, Jr.
- -------------------------------------- (Principal financial and accounting officer) December 3, 2001
Edwin B. Cordell, Jr. Chairman
/s/ Thomas D. Weldon Director December 3, 2001
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Thomas D. Weldon
/s/ Donald C. Harrison, MD Director December 3, 2001
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Donald C. Harrison, MD
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Signature Title Date
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/s/ J. Stephen Holmes Director December 3, 2001
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Stephen Holmes
/s/ Charles E. Larsen Director December 3, 2001
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Charles E. Larsen
/s/ Stephen I. Shapiro Director December 3, 2001
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Stephen J. Shapiro
/s/ Norman R. Weldon Director December 3, 2001
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Norman R. Weldon
/s/ William E. Whitmer Director December 3, 2001
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William E. Whitmer
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EXHIBIT INDEX
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney (included in the signature page hereof).
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