As filed with the Securities and Exchange Commission on September 12, 1996.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INNOVASIVE DEVICES, INC.
(Exact name of registrant as specified in its charter)
04-3132641
(I.R.S. employer identification no.)
Massachusetts
(State or other jurisdiction of incorporation or organization)
734 Forest Street, Marlborough, MA 01752-3032
(Address of principal executive offices) (Zip Code)
1992 Minivasive Stock Option Plan
1996 Omnibus Stock Option Plan
1996 Non-Employee Director Stock Option Plan
1996 Employee Stock Purchase Plan
(Full title of plans)
Richard D. Randall, President and Chief Executive Officer
Innovasive Devices, Inc.
734 Forest Street
Marlborough, MA 01752-3032
(Name and address of agent for service)
(508) 460-8229
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
securities to be maximum maximum of
to be registered offering aggregate registration
registered (1) price per offering fee
share (2) price (2)
_______________ __________ _________ _____________ ____________
Common Stock, 1,088,425 $10.125 $11,020,303.13 $3,800.10
$.0001 par value shares
(1) Plus such additional number of shares as may be required pursuant to the
Plan in the event of a stock dividend, split-up of shares, recapitalization or
other similar change in the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high and
low prices of the Common Stock as reported on the Nasdaq National Market on
September 9, 1996.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of Form S-8, as amended, and relates to an
aggregate of 1,088,425 shares of Common Stock, $.0001 par value,
of Innovasive Devices, Inc. (the "Company") which have been
reserved for issuance under the Company's 1992 Minivasive Stock
Option Plan, as amended (688,425 shares), the Company's 1996
Omnibus Stock Option Plan (250,000 shares), the Company's 1996
Non-Employee Director Stock Option Plan (100,000 shares) and the
Company's 1996 Employee Stock Purchase Plan (50,000 shares).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference
in this Registration Statement:
(a) The Company's prospectus dated June 6, 1996 filed
with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b) under the Securities
Act of 1933, as amended;
(b) The description of the Company's Common Stock
incorporated by reference in the Company's registration
statement on Form 8-A (SEC File No. 0-28492) filed with the
Commission on May 13, 1996 from the registration statement
on Form S-1 (SEC File No. 333-3368) filed with the
Commission on June 5, 1996; and
(c) The Company's Form 8-K filed with the Commission
on July 24, 1996.
In addition, all documents filed by the Company after the initial
filing date of this registration statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and prior to the filing of
a post-effective amendment which indicates that all shares
registered hereunder have been sold or which de-registers all
shares 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby
has been passed upon for the Company by Choate, Hall & Stewart,
53 State Street, Exchange Place, Boston, Massachusetts 02109.
Roslyn G. Daum, a partner of the firm, is Clerk of the Company.
Item 6. Indemnification of Officers and Directors
Section 67 of Chapter 156B of the Massachusetts General Laws
provides that a corporation may indemnify its directors and
officers to the extent specified in or authorized by (i) the
articles of organization, (ii) a by-law adopted by the
stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election
of directors. In all instances, the extent to which a
corporation provides indemnification to its directors and
officers under Section 67 is optional. In its Third Restated
Articles of Organization, the Registrant has elected to commit to
provide indemnification to its directors and officers in
specified circumstances. Generally, Article 6 of the
Registrant's Third Restated Articles of Organization indemnifies
directors and officers of the Registrant against liabilities and
expenses arising out of legal proceedings brought against them by
reason of their status as directors or officers, by reason of
their agreeing to serve, at the request of the Registrant, as a
director or officer with an other organization or by reason of
their serving at the request of the Registrant in any capacity
with respect to any employee benefit plan. Under this provision,
a director or officer of the Registrant shall be indemnified by
the Registrant for all costs and expenses (including attorneys
fees), judgments, liabilities and amounts paid in settlement of
such proceedings, even if he is not successful on the merits, if
he acted in good faith in the reasonable belief that his action
was in the best interests of the Registrant or, in the case of an
employee benefit plan, in the best interest of the participants
or beneficiaries of such plan. The Board of Directors may
authorize advancing litigation expenses to a director or officer
at his request upon receipt of an undertaking by any such
director or officer to repay such expenses if it is ultimately
determined that he is not entitled to indemnification for such
expenses.
Article 6 of the Registrant's Third Restated Articles of
Organization eliminates the personal liability of the
Registrant's directors to the Registrant or its stockholders for
monetary damages for breach of a director's fiduciary duty,
except to the extent Chapter 156B of the Massachusetts General
Laws prohibits the elimination or limitation of such liability.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
5.1 Opinion of Choate, Hall & Stewart as to
the legality of the shares being
registered.
10.1 Registrant's 1992 Minivasive Stock
Option Plan (incorporated by reference
to Exhibit 10.1 of the Company's
Registration Statement on Form S-1 (File
No. 333-3368).
10.2 Registrant's 1996 Omnibus Stock Option
Plan (incorporated by reference to
Exhibit 10.2 of the Company's
Registration Statement on Form S-1 (File
No. 333-3368).
10.3 Registrant's 1996 Non-Employee Director
Stock Option Plan (incorporated by
reference to Exhibit 10.3 of the
Company's Registration Statement on Form
S-1 (File No. 333-3368)).
10.4 Registrant's 1996 Employee Stock
Purchase Plan (incorporated by reference
to Exhibit 10.4 of the Company's
Registration Statement on Form S-1 (File
No. 333-3368)).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Choate, Hall & Stewart
(included in Exhibit 5.1).
24.1 Power of Attorney (included in page
II-6).
Item 9. Undertakings
(a) The Company 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 of 1933, as amended (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; and
(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.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company'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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing a Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Marlborough, Commonwealth of Massachusetts on September 9,
1996.
Innovasive Devices, Inc.
(Issuer and Employer)
By: James V. Barrile
Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Richard D.
Randall, James V. Barrile and Roslyn G. Daum, jointly and
severally, his true and lawful attorneys-in-fact and agents with
full powers of substitution, 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
all 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 in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below on the dates
indicated by the following persons in the capacities indicated.
Name Capacity Date
/s/ Richard D. Randall President, Chief Executive 9/5/96
Richard D. Randall Officer and Director
(Principal Executive Officer)
/s/ James V. Barrile Chief Financial Officer 9/9/96
James V. Barrile (Principal Financial
and Accounting Officer)
/s/ James E. Nicholson Director 9/9/96
James E. Nicholson
/s/ Joseph A. Ciffolillo Director 9/9/96
Joseph A. Ciffolillo
/s/ Thomas C. McConnell Director 9/5/96
Thomas C. McConnell
/s/ Robert R. Momsen Director 9/6/96
Robert R. Momsen
/s/ Howard D. Palefsky Director 9/5/96
Howard D. Palefsky
INDEX TO EXHIBITS
Exhibit Number Page
5.1 Opinion of Choate, Hall & Stewart
10.1 Registrant's 1992 Minivasive Stock
Option Plan (incorporated by
reference to Exhibit 10.1 of the
Company's Registration Statement on
Form S-1 (File No. 333-3368)).
10.2 Registrant's 1996 Omnibus Stock
Option Plan (incorporated by
reference to Exhibit 10.2 of the
Company's Registration Statement on
Form S-1 (File No. 333-3368)).
10.3 Registrant's 1996 Non-Employee
Director Stock Option Plan
(incorporated by reference to Exhibit
10.3 of the Company's Registration
Statement on Form S-1 (File No. 333-
3368)).
10.4 Registrant's 1996 Employee Stock
Purchase Plan (incorporated by
reference to Exhibit 10.4 of the
Company's Registration Statement on
Form S-1 (File No. 333-3368)).
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Choate, Hall & Stewart
(included in Exhibit 5.1)
24.1 Power of Attorney (included in page
II-6)
1-287549
Exhibit 5.1
CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617)248-5000
FACSIMILE (617)248-4000
TELEX 49615860
September 11, 1996
Innovasive Devices, Inc.
734 Forest Street
Marlborough, Massachusetts 01752-3032
Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-8 (the "Registration Statement") to be filed on or about
September 11, 1996 by Innovasive Devices, Inc. (the "Company") under the
Securities Act of 1933, as amended, for registration under said Act of
1,088,425 shares of common stock, $.0001 par value (the "Common Stock"), of
the Company.
We are familiar with the Company's Third Restated Articles of
Organization, as amended, its By-Laws, as amended, and its corporate minute
book as well as the Registration Statement. We have also examined such other
documents, records and certificates and made such further investigation as we
have deemed necessary for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Company under its 1992 Minivasive
Stock Option Plan, its 1996 Omnibus Stock Option Plan, its 1996 Non-Employee
Directors Stock Option Plan and its 1996 Employee Stock Purchase Plan, each as
in effect on the date hereof, when issued against receipt of the agreed
purchase price therefor, will be legally issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. We further consent to the reference to this
firm in the section entitled "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART
1-289573
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 7, 1996 appearing on page F-2 of
Innovasive Devices, Inc.'s Prospectus constituting part of Registration
Statement on Form S-1 (No. 333-3368).
PRICE WATERHOUSE LLP
Boston, Massachusetts
September 9, 1996
