<PAGE>
Total Number of Pages: __ As filed with the Securities and
Exchange Commission on June , 1996
Index to Exhibits at Page: __ Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARTHROCARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3180312
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
595 North Pastoria Avenue
Sunnyvale, California 94086
(Address of principal executive offices)
INCENTIVE STOCK PLAN
DIRECTOR OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
HIRA V. THAPLIYAL, PH.D.
President and Chief Executive Officer
ArthroCare Corporation
595 North Pastoria Avenue
Sunnyvale, California 94086
(Name, address and telephone number of agent for service)
COPIES TO:
J. Casey McGlynn
Robert D. Brownell
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------- ---------- --------- -------------- -------------
<S> <C> <C> <C> <C>
Incentive Stock Plan
Common Stock, $.001 par value(1) 1,380,388 $21.50 $20,837,549 (2) $7,185.36
Director Option Plan
Common Stock, $.001 par value(1) 100,000 $21.50 $2,129,000 (3) $734.14
Employee Stock Purchase Plan
Common Stock, $.001 par value(1) 145,699 $21.50 $2,662,649 (4) $ 918.15
</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Computation based in part on the weighted average exercise price per share
of $4.37 as to 516,100 outstanding but unexercised options to purchase
Common Stock under the Incentive Stock Plan. Balance of registration fee
estimated in accordance with Rule 457(c) under the Securities Act of 1933
as to 864,288 shares of Common Stock, solely for the purpose of calculating
the registration fee. The computation is based upon the closing price of
the Common Stock as reported on the Nasdaq National Market on June 17, 1996
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(3) Computation based in part on the weighted average exercise price per share
of $19.75 as to 12,000 outstanding but unexercised options to purchase
Common Stock under the Director Option Plan. Balance of registration fee
estimated in accordance with Rule 457(c) under the Securities Act of 1933
as to 88,000 shares of Common Stock, solely for the purpose of calculating
the registration fee. The computation is based upon the closing price of
the Common Stock as reported on the Nasdaq National Market on June 17, 1996
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(4) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The
computation is based upon 85% (see explanation in following sentence) of
the closing price of the Common Stock as reported on the Nasdaq National
Market on June 17, 1996 because the price at which the options to be
granted in the future may be exercised is not currently determinable.
Pursuant to the Employee Stock Purchase Plan, which plan is incorporated by
reference herein, the Purchase Price of a share of Common Stock shall mean
an amount equal to 85% of the Fair Market Value of a share of Common Stock
on the Enrollment Date or the Excercise Date, whichever is lower.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The audited financial statements for the Registrant's fiscal year
ended December 31, 1995 contained in the Prospectus filed pursuant to Rule
424(b)(1) under the Securities Act of 1933 on February 6, 1996.
(b) The Form 10-Q of the Registrant filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") on May 10, 1996.
(c) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed pursuant to Section 12
of the Exchange Act on December 14, 1995.
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement and 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 the Registration Statement and to be 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.
As of the date hereof, certain members of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, beneficially own 10,500 shares of the Registrant's
Common Stock. J. Casey McGlynn and Robert D. Brownell, members of such firm,
are Secretary and Assistant Secretary, respectively, of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities
II-1
<PAGE>
Act of 1933 (the "Securities Act"). The Registrant has entered into
indemnification agreements to such effect with its officers and directors
containing provisions which are in some respects broader than the specific
indemnification provisions contained in the General Corporation Law of
Delaware. The indemnification agreements may require the Company, among
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors
or officers (other than liabilities arising from willful misconduct of a
culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Document
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4.1* Certificate of Incorporation of Registrant
4.2* Bylaws of Registrant
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered
10.2* Incentive Stock Plan and form of Stock Option Agreement
10.3* Director Option Plan
10.4* Employee Stock Purchase Plan and form of Subscription Agreement
24.1 Consent of Coopers & Lybrand LLP, Independent Auditors
24.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1 hereto)
25.1 Power of Attorney (see page II-5)
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* Incorporated by reference to the Company's Registration Statement on Form S-1
(File No. 33-80453), effective February 5, 1996
Item 9. UNDERTAKINGS.
(a) 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.
II-2
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(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 an initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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 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 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
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SIGNATURES
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 Sunnyvale, State of California on June 17, 1996.
ARTHROCARE CORPORATION
By: /s/ A. LARRY TANNENBAUM
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A. Larry Tannenbaum
Chief Financial Officer
(Principal Financial and Accounting Officer)
By: /s/ HIRA V. THAPLIYAL
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Hira V. Thapliyal
President and Chief Executive Officer
(Principal Executive Officer)
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints A. Larry Tannenbaum and Hira V.
Thapliyal, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his 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
/s/ ANNETTE CAMPBELL-WHITE Director* June 17, 1996
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Annette Campbell-White
/s/ PHILIP E. EGGERS Director* June 17, 1996
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Philip E. Eggers
Director* June , 1996
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C. Raymond Larkin, Jr.
/s/ JOHN S. LEWIS Director* June 17, 1996
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John S. Lewis
/s/ ROBERT R. MOMSEN Director* June 17, 1996
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Robert R. Momsen
/s/ HIRA V. THAPLIYAL Director* June 17, 1996
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Hira V. Thapliyal
* The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant. Option grants under the Director Option Plan, however, are
automatic.
II-5
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
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REGISTRATION STATEMENT ON FORM S-8
ARTHROCARE CORPORATION
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
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<S> <C> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality
of securities being registered
24.1 Consent of Coopers & Lybrand LLP, Independent Auditors
24.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1 hereto)
25.1 Power of Attorney (see Page II-5)
</TABLE>
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EXHIBIT 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 5.1
June 17, 1996
ArthroCare Corporation
595 North Pastoria Avenue
Sunnyvale, CA 94086
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about June 18, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the Incentive Stock Plan (as to 1,380,388
shares), of the Employee Stock Purchase Plan (as to 145,699 shares) and the
Director Option Plan (as to 100,000 shares) (collectively, the "Plans"). As
legal counsel for ArthroCare Corporation, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
<PAGE>
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
CONSENT OF COOPERS & LYBRAND LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Selected
Consolidated Financial Information" and "Experts" and to the use of our report
dated January 12, 1996, in the Registration Statement (Form S-1 No. 33-80453)
and related Prospectus of ArthroCare Corporation, for the registration of
2,530,000 shares of its Common Stock.
COOPERS & LYBRAND LLP
San Jose, California
June 17, 1996
