<PAGE>
As filed with the Securities and Exchange Commission on August 8, 2000
Registration No. 333-
================================================================================
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 94-31808312
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
--------------------
595 North Pastoria Ave
Sunnyvale, California 94086
(Address of Principal Executive Offices including Zip Code)
--------------------
ArthroCare Corp. 1993 Stock Plan
ArthroCare Corp. 1995 Director Option Plan
(Full Titles of the Plan)
--------------------
Michael Baker
President and Chief Executive Officer
ArthroCare Corp.
595 North Pastoria Ave
Sunnyvale, California 94086
(408) 736-0224
--------------------
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Amount Maximum Maximum Amount Of
Securities To Be To Be Offering Aggregate Registration
Registered Registered (1) Price Per Offering Fee
Share (2) Price (2)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share (3) 1,090,000 (4) $33.97 $37,027,300 $9775.21
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover a
presently indeterminate number of additional shares of the Registrant's
Common Stock that may become issuable as a result of anti-dilution
adjustments deemed necessary or equitable by the Board of Directors of the
Registrant upon stock splits, stock dividends or other similar changes in
capitalization.
(2) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) for 1,090,000 shares based on the average ($33.97) high
($34.94) and low ($33.00) prices for the Registrant's Common Stock as
reported on the Nasdaq National Market on August 3, 2000.
(3) Each share of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its Stockholder's Rights Agreement, will
include a Preferred Share Purchase Right. Prior to the occurrence of
certain events, the Preferred Share Purchase Rights will not be
exercisable or evidenced separately from the Common Stock.
(4) Includes 800,000 shares available for issuance under the 1993 Stock Plan
and 290,000 shares available for issuance under the 1995 Director Option
Plan.
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the 1993 Stock Plan and the 1995 Director
Stock Plan are exercised.
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Total Pages 11
Exhibit Index on Page 5
<PAGE>
PART I
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation, by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
On June 19, 1996, the Registrant filed with the SEC a Registration
Statement on Form S-8 relating to shares of common stock to be offered and sold
under the 1993 Stock Plan (also called the "Incentive Stock Plan") and the 1995
Director Option Plan (File No. 333-06297). On July 17, 1998, the Registrant
filed a Registration Statement on Form S-8 relating to additional shares of
common stock to be offered and sold under the 1993 Stock Plan (File No. 333-
59379). Pursuant to General Instruction E of Form S-8, the contents of such
prior Registration Statements are hereby incorporated into this Registration
Statement by reference to the extent not modified or superseded hereby or by any
subsequently filed document which is incorporated by reference herein or
therein.
Item 8. Exhibits
--------
See Index to Exhibits on page 6.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 August 7, 2000.
ARTHROCARE CORP.
By: /s/ Michael Baker
-----------------------------------
Michael Baker, President and Chief
Executive Officer
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Michael Baker and Christine Hanni, and each of
them, his/her true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, 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 other 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 done in order to effectuate
the same as fully, to all intents and purposes, as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael Baker President and Chief Executive Officer August 7, 2000
--------------------------------- (Principal Executive Officer)
Michael Baker
/s/ Christine Hanni Vice-President and Chief Financial August 7, 2000
--------------------------------- Officer (Principal Financial and
Christine Hanni Accounting Officer)
/s/ Annette J. Campbell-White Director August 7, 2000
---------------------------------
Annette J. Campbell-White
Director
---------------------------------
C. Raymond Larkin, Jr.
/s/ John S. Lewis Director August 7, 2000
---------------------------------
John S. Lewis
/s/ Robert R. Momsen Director August 7, 2000
---------------------------------
Robert R. Momsen
/s/ Hira Thapliyal Director August 7, 2000
---------------------------------
Hira Thapliyal
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
-------
4.1* 1993 Incentive Stock Plan
4.2 Amendment to 1993 Incentive Stock Plan
4.3* 1995 Director Option Plan
4.4 Amendment to 1995 Director Option Plan
5.1 Opinion of Latham & Watkins
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature page to this
Registration Statement)
_________
* Incorporated by reference to the Company's Registration Statement on Form S-1
(File No. 33-80453).
5
