As filed with the Securities and Exchange Commission on July 26, 2001.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CARDIMA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3177883
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47266 Benicia Street
Fremont, California 94538
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(Address of Principal Executive Offices) (Zip Code)
CARDIMA, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Copy to:
GABRIEL B. VEGH THOMAS E. SPARKS, JR.
Chief Executive Officer Pillsbury Winthrop LLP
Cardima, Inc. 50 Fremont Street
47266 Benicia Street San Francisco, CA 94105
Fremont, California 94538 (415) 983-1000
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(510) 354-0300
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(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Title of Securities To Be Amount To Be Maximum Offering Price Aggregate Offering Price Amount of
Registered Registered (1) per Share (2) (2) Registration Fee
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Common Stock, $.001 1,500,000 shares $ 1.10 $ 1,650,000 $ 412.50
par value
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(1) Pursuant to Rule 416(a) under the Securities Act, this registration
statement also includes an indeterminate number of additional shares which
may be offered and issued in connection with any stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, upon the average of the high and low prices as
reported on the Nasdaq National Market on July 19, 2001.
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The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
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General Instruction E Information
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
Registrant's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission ("SEC") on July 31, 1997 (File No. 333-32545) is hereby
incorporated by reference.
Incorporation of Certain Documents by Reference.
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The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Annual Report on Form 10-K (File No. 000-22419) for the fiscal year
ended December 31, 2000;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001; and
(3) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-A filed with the SEC on April 23, 1997.
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
SIGNATURES
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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 Fremont, State of California, on July 26, 2001.
CARDIMA, INC.
By: /s/ Gabriel B Vegh
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Gabriel B. Vegh
Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gabriel B. Vegh or Ronald E. Bourquin,
and each of them, his or her true and lawful attorneys-in-fact and agents, each
with full power 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, including post-effective amendments, to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission 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, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
his or her substitute or substitutes, may 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 on the date indicated:
Signature Title Date
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/s/ Gabriel B. Vegh Chief Executive Officer and July 26, 2001
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Gabriel B. Vegh Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Ronald E. Bourquin Senior Vice President, Chief July 26, 2001
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Ronald E. Bourquin Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
Signature Title Date
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/s/ Jesse D. Erickson Director July 26, 2001
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Jesse D. Erickson
/s/ Neville J. Jeharajah Director July 26, 2001
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Neville J. Jeharajah
/s/ Rodolfo C. Quijano Director July 26, 2001
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Rodolfo C. Quijano, Ph.D.
/s/ Philip C. Radlick Director July 26, 2001
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Philip C. Radlick, Ph.D.
INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion regarding legality of securities to be offered.
10.1 1997 Employee Stock Purchase Plan of Cardima, Inc., as amended.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).