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. 1 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
incorporation or organization) Identification No.)
3890 Steve Reynolds Blvd. 30093
Norcross, Georgia (Zip Code)
(Address of principal executive
offices)
Novoste Corporation Non-Employee Director 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
offering aggregate
Title of securities to Amount to be price per offering Amount of
be registered registered share(1) price(1) registration fee
- - ----------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 100,000 shares(2) $20.99 $2,099,000 $583.52
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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)
10,000 shares underlying outstanding options under the Non-Employee Director
Stock Option Plan at a weighted average exercise price of $20.94 per share and
(ii) the 90,000 balance of shares reserved for issuance under the Non-Employee
Director 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 prices of the Common
Stock reported in the consolidated reporting system on The Nasdaq Stock Market
as of June 25, 1999.
(2) Consists of 100,000 shares of Common Stock issuable upon exercise of options
granted or to be granted under the Non-Employee Director 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. 333-48823) 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 June 24, 1999
- - ----------------------------------- and Chief Financial
David N. Gill Officer (Principal
Financial and Accounting
Officer)
/s/ Thomas D. Weldon Chairman of the Board and June 24, 1999
- - ----------------------------------- 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
/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 Non-Employee Director 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 24 this
Registration Statement).