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As filed with the Securities and Exchange Commission on July 17, 1998
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
ARTHROCARE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 94-3180312
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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595 North Pastoria Avenue
Sunnyvale, California 94086
(Address of principal executive offices)
INCENTIVE STOCK PLAN
(Full title of the Plan)
MICHAEL A. BAKER
President and Chief Executive Officer
ArthroCare Corporation
595 North Pastoria Avenue
Sunnyvale, California 94086
(408) 736-0224
(Name, address and telephone number of agent for service)
Copies to:
J. Casey McGlynn,Esq
Robert D. Brownell,Esq
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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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
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Incentive Stock Plan
Common Stock, $.001 par value 750,000(1) $17.1563 $12,867,225(2) $3,795.83
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(1) The shares covered by this Registration Statement represent shares of
Common Stock which have become available for issuance under the
Registrant's Incentive Stock Plan as a result of an amendment approved
by the stockholders at the Registrant's Annual Meeting held on May 21,
1998 increasing the number of shares authorized for issuance thereunder
by an aggregate of 750,000 shares from an old total of 1,536,025 (of
which 1,380,388 were registered under the Registrant's S-8 Registration
Statement (file no. 333- 06297)) to a new total of 2,286,025.
(2) Calculated solely for the purpose of determining the registration fee on
the basis of the average of the high and low prices of the Registrant's
Common Stock as reported by the Nasdaq National Market System on July
10, 1998 in accordance with Rule 457(h)(1).
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STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES.
This Registration Statement registers additional shares of the
Registrant's Common Stock to be issued pursuant to the Incentive Stock Plan.
Accordingly, the contents of the Previous Form S-8 (File No. 333-06297),
including periodic reports that the Registrant filed after the Previous Form
S-8 to maintain current information about the Registrant, are incorporated by
reference into this Registration Statement pursuant to General Instruction E of
Form S-8. The reports the Registrant has most recently filed with the SEC are
listed below:
o Annual Report on Form 10-K for the fiscal year ended January 3,
1998, filed as of April 3, 1998.
o Quarterly Report on Form 10-Q for the quarterly period ended
April 4, 1998, filed as of May 19, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
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Exhibit
Number Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered
23.1 Consent of PricewaterhouseCoopers LLP, Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-5)
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II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 17th day of
July, 1998.
ARTHROCARE CORPORATION
By: /s/ Christine Hanni
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Christine Hanni
Vice President, Finance, Chief Financial Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)
By: /s/ Michael A. Baker
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Michael A. Baker
President and Chief Executive Officer
(Principal 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 Christine Hanni and Michael A.
Baker, jointly and severally, his or her attorneys-in-fact, each with the power
of substitution, for him or her 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 attorney-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 dates indicated.
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SIGNATURE TITLE DATE
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/s/ Michael A. Baker President and Chief Executive July 17, 1998
- ------------------------------------ Officer (Principal Executive Officer)
Michael A. Baker and Director
/s/ Christine Hanni Vice President, Finance, Chief July 17, 1998
- ------------------------------------ Financial Officer (Principal Financial
Christine Hanni and Accounting Officer) and
Assistant Secretary
/s/ Annette Campbell-White Director July 17, 1998
- ------------------------------------
Annette Campbell-White
/s/ Philip E. Eggers Director July 17, 1998
- ------------------------------------
Philip E. Eggers
/s/ C. Raymond Larkin, Jr. Director July 17, 1998
- ------------------------------------
C. Raymond Larkin, Jr.
/s/ John S. Lewis Director July 17, 1998
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John S. Lewis
/s/ Robert R. Momsen Director July 17, 1998
- ------------------------------------
Robert R. Momsen
/s/ Hira V. Thapliyal Director July 17, 1998
- ------------------------------------
Hira V. Thapliyal
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INDEX TO EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered
23.1 Consent of PricewaterhouseCoopers LLP, Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
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EXHIBIT 5.1
July 17, 1998
ArthroCare Corporation
595 North Pastoria Avenue
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined this Registration Statement on Form S-8 (the "Registration
Statement") to be filed by ArthroCare Corporation, a Delaware corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on
July 17, 1998, in connection with the registration under the Securities Act of
1933, as amended, of shares of your Common Stock, $0.001 par value per share
(the "Shares"), reserved for issuance pursuant to the Incentive Stock Plan, as
amended (the "Plan"). As your legal counsel in connection with this transaction,
we have reviewed the proceedings taken by you in connection with the issuance
and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in the Plan
and pursuant to the agreements that accompany each grant under the Plan, the
Shares 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 subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of ArthroCare Corporation (the "Company") on Form S-8 relating to the
registration of an additional 750,000 shares of common stock to be issued
pursuant to the Company's Incentive Stock Plan of our reports dated January 27,
1998, except for Note 11, for which the date is March 25, 1998, on our audits of
the consolidated financial statements and financial statement schedule of the
Company as of January 3, 1998 and December 28, 1996 and for each of the three
years in the period ended January 3, 1998, which reports are included in the
Company's Annual Report on Form 10-K for the year ended January 3, 1998.
PRICEWATERHOUSECOOPERS LLP
San Jose, California
July 15, 1998
