<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ArthroCare Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-3180312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
595 North Pastoria Avenue
Sunnyvale, California 94086
(408) 736-0224
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Michael A. Baker
President and Chief Executive Officer
ArthroCare Corporation
595 North Pastoria Avenue
Sunnyvale, California 94086
(408) 736-0224
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Please send copies of all communications to:
<TABLE>
<S> <C>
Michael W. Hall, Esq. Elizabeth R. Flint, Esq.
Holly M. Bauer, Esq. Marc Taxay, Esq.
Christina Y. Lai, Esq. Daniel Yuen, Esq.
Latham & Watkins Wilson Sonsini Goodrich & Rosati
135 Commonwealth Drive 650 Page Mill Road
Menlo Park, California 94025 Palo Alto, California 94304
(650) 328-4600 (650) 493-9300
</TABLE>
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Approximate date of commencement of the proposed sale to the public: As
soon as practicable after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-87187
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Shares to be Amount to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value.................. 218,500 $56.00 $12,236,000 $3,401.61
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</TABLE>
(1) Includes 28,500 shares of common stock that the underwriters have the
option to purchase to cover over-allotments, if any.
(2) 1,150,000 shares were registered under Registration Statement No. 333-
87187, in connection with which a filing fee of $17,823.28 was paid. The
Registrant has instructed a bank to transmit by wire transfer the filing
fee to the Securities and Exchange Commission, the Registrant will not
revoke such transaction, and it has sufficient funds in such account to
cover the amount of the registration fee.
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<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of common stock of
ArthroCare Corporation contemplated by a Registration Statement on Form S-3
(File No. 333-87187), as amended (the "Prior Registration Statement"), which
was declared effective by the Securities and Exchange Commission on October 14,
1999, and is filed solely to increase the number of shares to be offered in
such offering by 218,500 (including up to 28,500 additional shares that may be
sold pursuant to the underwriters' over-allotment option). The contents of the
Prior Registration Statement are hereby incorporated by reference.
<PAGE>
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-3 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 October 15, 1999.
ARTHROCARE CORPORATION.
/s/ Michael A. Baker
By: _________________________________
Michael A. Baker
President and Chief Executive
Officer
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael A. Baker President, Chief Executive October 15, 1999
____________________________________ Officer and Director
Michael A. Baker (Principal Executive
Officer)
/s/ Christine Hanni Vice President, Finance, October 15, 1999
____________________________________ Chief Financial Officer and
Christine Hanni Assistant Secretary
(Principal Financial and
Accounting Officer)
* Director October 15, 1999
____________________________________
Hira V. Thapliyal
* Director October 15, 1999
____________________________________
Annette J. Campbell-White
* Director October 15, 1999
____________________________________
C. Raymond Larkin, Jr.
* Director October 15, 1999
____________________________________
John S. Lewis
Director
____________________________________
Robert R. Momsen
/s/ Christine Hanni October 15, 1999
*By:________________________________
Christine Hanni
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
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<C> <S>
5.1 Opinion of Latham & Watkins as to the legality of the securities being
registered
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]
October 15, 1999
ArthroCare Corporation
595 North Pastoria Avenue
Sunnyvale, California 94086
Re: Registration Statement on Form S-3,
218,500 Shares of Common Stock, par value $0.001 per share
------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration by ArthroCare Corporation, a
Delaware corporation (the "Registrant"), of 218,500 shares of common stock of
the Registrant, par value $0.001 per share (the "Shares") (including 28,500
Shares for which the underwriters will be granted an over-allotment option), on
an abbreviated registration statement pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended (the "Act"), filed with the Securities
and Exchange Commission (the "Commission") on October 15,1999 (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares,
and for the purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
<PAGE>
LATHAM & WATKINS
October 15, 1999
Page 2
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder and we express no opinion with respect to the
applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters".
Very truly yours,
/s/ Latham & Watkins
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference and use in this
Registration Statement on Form S-3 of our reports dated January 27, 1999
relating to the consolidated financial statements, which appear in ArthroCare
Corporation's Annual Report on Form 10-K for the year ended January 2, 1999 and
also appear in such Registration Statement. We also consent to the
incorporation by reference in this Registration Statement of our report dated
January 27, 1999 relating to the financial statement schedule, which appears in
ArthroCare Corporation's Annual Report on Form 10-K for the year ended January
2, 1999. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
PricewaterhouseCoopers LLP
San Jose, California
October 15, 1999
