As filed with the Securities and Exchange Commission on August 16, 1996
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
________________
GENERAL SURGICAL INNOVATIONS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 97-3170244
(State of incorporation) (I.R.S. Employer Identification No.)
10460 BUBB ROAD
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices)
_______________________
1992 STOCK OPTION PLAN
(Full title of the Plan)
_______________________
RODERICK A. YOUNG
CHIEF EXECUTIVE OFFICER
GENERAL SURGICAL INNOVATIONS, INC.
10460 BUBB ROAD
CUPERTINO, CALIFORNIA 95014
(408) 863-2500
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Laurel Finch
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Maximum Maximum Maximum of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
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1992 STOCK OPTION PLAN
Common Stock,
$0.001 par value. . . . 865,715 Shares $5.437(2) $4,706,846.88 $1,388.52
(issued)
Common Stock,
$0.001 par value. . . . 133,190 Shares $5.125(3) $ 682,598.75 $ 201.37
(unissued)
TOTAL 998,905 Shares(4) $5,389,445.63 $1,589.89
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the plan being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
registration fee. Computation based on the weighted average per share
exercise price (rounded to nearest cent) of outstanding options under
the referenced plan, the shares issuable under which are registered
hereby.
(3) Estimated in accordance with Rule 457(h) and 457(c) under the Securities
Act solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average
of the high and low sale prices of the Common Stock as reported on the
Nasdaq National Market on January 21, 1998.
(4) This total represents a 998,905 share increase in the shares reserved for
issuance under the 1992 Stock Option Plan (the "Plan"), which
increase was approved by the Registrant's Board of Directors at meetings
on March 22, 1996, August 6, 1996 and September 30, 1997 and by the
Registrant's shareholders at meetings on April 26, 1996, November 19,
1996 and November 10, 1997. Of the 998,905 shares being registered
hereunder, 865,715 shares are subject to outstanding options and 133,190
are available for issuance. An additional 1,616,990 shares were
registered for issuance under the Plan pursuant to a previous
registration statement on Form S-8 filed by the Registrant (registration
number 333-10305) with the Commission on August 16, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "COMMISSION") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997, filed on September 29, 1997, as amended by Form 10-K/A,
filed on October 3, 1997 pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, filed on November 14, 1997 pursuant to Section 13
of the Exchange Act.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Exchange Act on May 3, 1996, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby 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 part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the shares will be passed upon by
Venture Law Group, a Professional Corporation, Menlo Park, California. Tae
Hea Nahm, a director of Venture Law Group, is the Secretary of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation eliminates the liability of a
director for monetary damages to the fullest extent permissible under
California law. In addition, the Articles of Incorporation authorize the
Registrant to indemnify agents in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code (the "Code"),
subject only to the limits in Section 204 of the Code, with respect to
actions for breach of duty to the Registrant and its shareholders. The
Bylaws of the Registrant provide that the Registrant shall to the maximum
extent permitted by the Code indemnify directors and officers (and permits
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the Registrant to indemnify other employees and agents) against expenses,
judgments and other amounts reasonably incurred in connection with a
proceeding because such person was or is an agent of the Registrant. The
Bylaws also provide that the Registrant shall advance certain expenses in
connection with indemnifying these persons, that the indemnification
provision is not exclusive and that the Registrant may purchase directors and
officers insurance. In addition, the Registrant has entered into
indemnification agreements with certain of its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit
Number
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4.2(1) Shareholder Rights Plan.
5.1 Opinion of Venture Law Group, a Professional Corporation
10.2 1992 Stock Option Plan and form of agreement.
10.3(2) 1996 Employee Stock Purchase Plan and form of
subscription agreement.
10.4(2) 1995 Directors' Option Plan and form of agreement.
23.1 Consent of Venture Law Group, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Accountants.
24.1 Powers of Attorney (see p. 7).
_______________
(1) Incorporated by reference from exhibits filed in response to Item 2,
"Exhibits," of the Company's Registration Statement on Form 8-A
(Registration No. 000-28448), filed with the Commission on May 13, 1997.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Registration No. 333-002774), declared effective on
May 9, 1996.
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Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, GENERAL SURGICAL INNOVATIONS, INC., a corporation organized and
existing under the laws of the State of California, 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 Cupertino, State of California, on this 22nd day of January, 1998.
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ Roderick A. Young
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Roderick A. Young
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. Young and Stephen J. Bonelli,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, 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 as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts 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 dates indicated.
SIGNATURE TITLE DATE
/s/ Roderick A. Young Chief Executive Officer and Chairman
- ----------------------------- of the Board of Directors (Principal January 22, 1998
Roderick A. Young Executive Officer)
/s/ Gregory D. Casciaro President, Chief Operating Officer
- ----------------------------- and Director January 22, 1998
Gregory D. Casciaro
/s/ Stephen J. Bonelli Vice President of Finance and
- ----------------------------- Administration and Chief Financial January 22, 1998
Stephen J. Bonelli Officer (Principal Financial and
Accounting Officer)
/s/ Thomas J. Fogarty, M.D.
- ----------------------------- Director January 22, 1998
Thomas J. Fogarty, M.D.
/s/ Dave Chonette
- ----------------------------- Director January 22, 1998
Dave Chonette
/s/ Paul Goeld
- ----------------------------- Director January 22, 1998
Paul Goeld
/s/ James Sulat
- ----------------------------- Director January 22, 1998
James Sulat
/s/ Mark A. Wan
- ----------------------------- Director January 22, 1998
Mark A. Wan
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
4.2(1) Shareholder Rights Plan
5.1 Opinion of Venture Law Group, a Professional Corporation
10.2 1992 Stock Option Plan and form of agreement
10.3(2) 1996 Employee Stock Purchase Plan and form of subscription
agreement
10.4(2) 1995 Directors' Stock Option Plan and form of agreement
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Accountants
24.1 Powers of Attorney (see p. 7).
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(1) Incorporated by reference from exhibits filed in response to Item 2,
"Exhibits," of the Company's Registration Statement on Form 8-A
(Registration No. 000-28448), filed with the Commission on May 13, 1997.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Registration No. 333-002774), declared effective on
May 9, 1996.
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