As filed with the Securities and Exchange Commission on June 29, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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
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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, 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
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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).