As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-44791
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO.1
TO
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
The Registrant hereby withdraws from registration 98,905 shares of its
Common Stock out of a total of 998,905 shares of its Common Stock previously
registered pursuant to this Registration Statement (No. 333-44791). The purpose
of this amendment is to correct the total number of shares being registered,
which was mistakenly overstated in the previously filed Registration Statement.
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 Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cupertino, State of California, on
this 30 day of June, 1998.
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ Stephen J. Bonelli
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Stephen J. Bonelli
Vice President of Finance
and Administration
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the 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 June 30, 1998
Roderick A. Young Executive Officer)
/s/ Gregory D. Casciaro* President, Chief Operating Officer
- ----------------------------- and Director June 30, 1998
Gregory D. Casciaro
/s/ Stephen J. Bonelli Vice President of Finance and
- ----------------------------- Administration and Chief Financial June 30, 1998
Stephen J. Bonelli Officer (Principal Financial and
Accounting Officer)
/s/ Thomas J. Fogarty, M.D.*
- ----------------------------- Director June 30, 1998
Thomas J. Fogarty, M.D.
/s/ Dave Chonette*
- ----------------------------- Director June 30, 1998
Dave Chonette
/s/ Paul Goeld*
- ----------------------------- Director June 30, 1998
Paul Goeld
/s/ James Sulat*
- ----------------------------- Director June 30, 1998
James Sulat
/s/ Mark A. Wan*
- ----------------------------- Director June 30, 1998
Mark A. Wan
* By: /s/ Stephen J. Bonelli
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Attorney-in-fact
INDEX TO EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Venture Law Group, a Professional Corporation
23.2 Consent of Independent Accountants