As filed with the Securities and Exchange Commission on September 26, 1996.
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
NOVOSTE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2787476
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
4350-C International Boulevard 30093
Norcross, Georgia (Zip Code)
(Address of principal executive offices)
Novoste Corporation Stock Option Plan
(Full title of the plan)
THOMAS D. WELDON
Novoste Corporation
4350-C International Boulevard
Norcross, Georgia 30093
(Name and address of agent for service)
(770) 717-0904
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities to be Amount to be offering price aggregate Amount of
registered registered per share(1) offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------
Common Stock, 2,182,325 shares(2) $3.38 $7,376,258.50 $2,544.00
$.01 par value
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(1)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of (i)
1,914,825 shares underlying outstanding options under the Stock Option Plan at a
weighted average exercise price of $1.91 per share and (ii) the 267,500 balance
of shares reserved for issuance under the Stock Option Plan at an average
aggregate offering price of $13.875 per share, as computed based on the average
of the high and low prices of the Common Stock reported in the consolidated
reporting system on The Nasdaq Stock Market as of September 23, 1996.
(2)Consists of 2,182,325 shares of Common Stock issuable upon exercise of
options granted or to be granted under the Stock Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document which has heretofore been filed by Novoste
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"Commission") is hereby incorporated by reference in this Registration
Statement:
1. The Registrant's Registration Statement on Form S-1 (File No.
333-4988).
2. The Quarterly Report on Form 10-Q of the Registrant for the three
(3) months ended June 30, 1996.
All reports and proxy statements filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
of the shares to which this Registration Statement relates have been sold or
which deregisters all of the shares then remaining unsold shall likewise be
deemed incorporated herein and made a constituent part hereof by reference from
the respective dates of the filings.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida 1989 Business Corporation Act grants
corporations the power to indemnify their directors, officers, employees and
agents in accordance with the provisions thereof. Article VI of the Registrant's
Amended and Restated Articles of Incorporation and Article VIII of the
Registrant's Amended and Restated By-Laws provide for indemnification of the
Registrant's directors and officers (as well as the Registrant's employees and
agents to whom the Registrant has agreed to grant indemnification) to the
fullest extent permissible under applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
Exhibit
No. Description
-------- -----------
4.1 - Copy of the Registrant's Stock Option Plan, with form of
Incentive Stock Option Award.
5 - Opinion of Epstein Becker & Green, P.C.
23(a) - Consent of Ernst & Young LLP.
23(b) - Consent of Epstein Becker & Green, P.C. (included in
Exhibit 5).
24 - Power of Attorney (included in signature page of this
Registration Statement).
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Item 9. Undertakings
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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers or controlling persons of the Registrant pursuant to the provisions of
Registrant's Amended and Restated Certificate of Incorporation or Amended and
Restated ByLaws, as amended, or the provisions of the Florida 1989 Business
Corporation Act or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 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 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, 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 Norcross, State of Georgia, on this 24th day of
September, 1996.
NOVOSTE CORPORATION
By: /s/ Thomas D. Weldon
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Thomas D. Weldon
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas D. Weldon and Norman R. Weldon,
Ph.D., and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, 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 other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, 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 done in
and about the premises, as fully to all intents and purposes as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, 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 set forth and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Thomas D. Weldon President, Chief Executive September 19, 1996
- ---------------------------- Officer and Director
Thomas D. Weldon
/s/ David N. Gill Vice President, Finance, September 24, 1996
- ---------------------------- Chief Financial Officer
David N. Gill and Treasurer (Principal
Financial and
Accounting Officer)
/s/ Norman R. Weldon Director September 19, 1996
- ----------------------------
Norman R. Weldon, Ph.D.
/s/ Charles E. Larson Director September 24, 1996
- ----------------------------
Charles E. Larson
/s/ J. Stephen Holmes Director September 20, 1996
- ----------------------------
J. Stephen Holmes
/s/ Richard M. Johnston Director September 24, 1996
- ----------------------------
Richard M. Johnston
/s/ Pieter J. Schiller Director September 20, 1996
- ----------------------------
Pieter J. Schiller
/s/ Jack R. Kelly, Jr. Director September 24, 1996
- ----------------------------
Jack R. Kelly, Jr.
/s/ William E. Whitmer Director September 20, 1996
- ----------------------------
William E. Whitmer
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INDEX TO EXHIBITS
Exhibit
No. Description
-------- -----------
4.1 Copy of the Registrant's Stock Option Plan, with form of
Incentive Stock Option Award.
5 Opinion of Epstein Becker & Green, P.C.
23(a) Consent of Ernest & Young LLP.
23(b) Consent of Epstein Becker & Green, P.C. (included in Exhibit 5).
24 Power of Attorney (included in signature page of this Registration
Statement).
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