As filed with the Securities and Exchange Commission on August 16, 2002
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
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INTERPORE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-3043318
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
181 Technology Drive
Irvine, California 92618-2402
(Address of Principal Executive Offices including Zip Code)
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STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF
INTERPORE INTERNATIONAL
(Full Title of the Plan)
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Richard L. Harrison Copy to:
Senior Vice President--Finance, Chief Charles K. Ruck, Esq.
Financial Officer and Secretary LATHAM & WATKINS
INTERPORE INTERNATIONAL, INC. 650 Town Center Drive, Twentieth Floor
181 Technology Drive Costa Mesa, California 92626
Irvine, California 92618-2402 (714) 540-1235
(949) 453-3200
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee
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Common Stock, $.01 100,000 $ 5.52 $ 552,000 $ 50.79
par value (including
the associated
preferred share
purchase
rights) (3)
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(1) The Stock Option Plan for Non-Employee Directors, as amended (the "Plan"),
authorizes the issuance of 300,000 shares, of which 200,000 shares have
been previously registered and 100,000 of which are being registered
hereunder.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended (the "Securities Act"), and is based on the average of the high and
low sales price of the Common Stock, as reported on the Nasdaq Stock Market
on August 13, 2002 ($5.52).
(3) Each share of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its preferred share rights agreement,
includes Series A junior participating preferred stock rights. Prior to the
occurrence of certain events, the Series A junior participating purchase
rights will not be exercisable or evidenced separately from the Common
Stock.
(4) In the event of a stock split, stock dividend or similar transaction
involving the Company's Common Stock, the number of shares registered
hereby shall automatically be increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act.
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Proposed sale to take place as soon after the effective date of
the Registration Statement as outstanding options are exercised.
Total Pages 6
Exhibit Index on Page 4
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
The Plan authorizes the issuance of 300,000 shares of Common Stock. By
a Registration Statement on Form S-8 filed with the Commission on June 22, 1995,
Registration No. 33-93844, the Company initially registered 200,000 shares of
Common Stock of the Company issuable under the Plan. Under this Registration
Statement, the Company is registering an additional 100,000 shares of Common
Stock issuable under the Plan. The contents of the prior Registration Statement
are incorporated by reference herein to the extent not modified or superseded
thereby or by any subsequently filed document that is incorporated by reference
herein or therein.
Item 5. Experts
The consolidated financial statements and related financial statement
schedule of Interpore International, Inc. appearing in the Company's Annual
Report (Form 10-K) for the year ended December 31, 2001, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
Item 8. Exhibits
See Index to Exhibits on page 4.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company 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 Irvine, State of
California, on this 15/th/ day of August 2002.
Interpore International, Inc., a Delaware corporation
By: /s/ David C. Mercer
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David C. Mercer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of August 15, 2002, each person whose signature appears below constitutes and
appoints David C. Mercer and Richard L. Harrison, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him, 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 Commission.
Signature Title
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/s/ David C. Mercer Chairman of the Board, Chief Executive Officer and
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David C. Mercer Director
/s/ Joseph A. Mussey President, Chief Operating Officer and Director
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Joseph A. Mussey
/s/ Richard L. Harrison Senior Vice President-Finance, Chief Financial Officer and
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Richard L. Harrison Secretary (Principal Financial and Accounting Officer)
/s/ David W. Chonette Director
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David W. Chonette
/s/ William A. Eisenecher Director
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William A. Eisenecher
/s/ Daniel A. Funk, M.D. Director
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Daniel A. Funk, M.D.
/s/ Lewis Parker Director
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Lewis Parker
/s/ Robert J. Williams Director
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Robert J. Williams
INDEX TO EXHIBITS
EXHIBIT PAGE
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4.1 Rights Agreement dated November 19, 1998 between Interpore Note (1)
International, Inc. and U.S. Stock Transfer Corporation
4.2 Registration Rights Agreement dated December 8, 1999 by and Note (2)
between Interpore International, Inc., John A. Dawdy and Andrew G.
Hood
5.1 Opinion of Latham & Watkins 5
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 5
23.2 Consent of Ernst & Young LLP, Independent Auditors 6
24 Power of Attorney (included in the signature page to this 3
Registration Statement)
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(1) Incorporated by reference from our Current Report on Form 8-K dated
December 1, 1998.
(2) Incorporation by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.