As filed with the Securities and Exchange Commission on June 29, 1999. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 2 TO 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 (I.R.S. Employer Identification No.) incorporation or organization) 3890 Steve Reynolds Blvd. 30093 Norcross, Georgia (Zip Code) (Address of principal executive offices) Novoste Corporation Amended and Restated Stock Option Plan (Full title of the plan) WILLIAM A. HAWKINS Chief Executive Officer and President Novoste Corporation 3890 Steve Reynolds Blvd. 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 =========================================================================================== Proposed Proposed maximum maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered per share(1) offering price(1) registration fee - - ------------------------------------------------------------------------------------------- Common Stock, $.01 par value 1,400,000 shares(2) $20.11 $28,154,000 $7,826.81 =========================================================================================== (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of (i) 990,625 shares underlying outstanding options under the Stock Option Plan at a weighted average exercise price of $19.74 per share and (ii) the 409,375 balance of shares reserved for issuance under the Stock Option Plan at an average aggregate offering price of $21.00 per share, as computed based on the average of the high and low sales prices of the Common Stock reported in the consolidated reporting system on The Nasdaq Stock Market as of June 25, 1999. (2) Consists of 1,400,000 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 Rule 428 of the Securities Act of 1933, as amended, and the Note to Part I 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. 333-12717) and the Registrant's Post-Effective Amendment No. 1 to Form S-8 (File No. 333-48847) are incorporated by reference in this Registration Statement including, without limitation, the Quarterly Report on Form 10-Q of the Registrant for the fiscal quarter ended March 31, 1999. 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 Norcross, State of Georgia, on this 28th day of June, 1999. NOVOSTE CORPORATION By: /s/ William A. Hawkins ------------------------------- William A. Hawkins Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William A. Hawkins and David N. Gill, 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, as amended, this Registration Statement has been signed by the following persons in the capacities set forth and on the date indicated. Signature Title Date - - --------- ----- ---- /s/ William A. Hawkins Chief Executive Officer, June 28, 1999 - - -------------------------- President and Director William A. Hawkins (Principal Executive Officer) /s/ David N. Gill Chief Operating Officer and June 24, 1999 - - -------------------------- Chief Financial Officer David N. Gill (Principal Financial and Accounting Officer) /s/ Thomas D. Weldon Chairman of the Board June 24, 1999 - - -------------------------- and Director Thomas D. Weldon /s/ Norman R. Weldon Director June 23, 1999 - - -------------------------- Norman R. Weldon, Ph.D. /s/ Charles E. Larsen Director June 24, 1999 - - -------------------------- Charles E. Larsen /s/ Donald C. Harrison Director June 25, 1999 - - -------------------------- Donald C. Harrison, M.D. /s/ J. Stephen Holmes Director June 25, 1999 - - -------------------------- J. Stephen Holmes /s/ Pieter J. Schiller Director June 24, 1999 - - -------------------------- Pieter J. Schiller /s/ Stephen I. Shapiro Director June 23, 1999 - - -------------------------- Stephen I. Shapiro /s/ William E. Whitmer Director June 24, 1999 - - -------------------------- William E. Whitmer INDEX TO EXHIBITS Exhibit No. Description - - ------- ----------- 4.1 Copy of the Registrant's Amended and Restated Stock Option Plan. 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).