<PAGE> 1
As filed with the Securities and Exchange Commission on August 27, 1999
Registration No. 333_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRIDEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0210467
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1212 TERRA BELLA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
-------------------------------
(Address, including zip code, of Registrant's principal executive offices)
1998 STOCK PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Theodore A. Boutacoff
President and Chief Executive Officer
IRIDEX Corporation
1212 Terra Bella Avenue
Mountain View, California 94043
(650) 940-4700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Judith M. O'Brien, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered(#) Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock to be issued upon exercise of
options granted under the 1998 Stock Plan 150,000 $ 4.500(1) $ 675,000.00 $ 187.65
- -----------------------------------------------------------------------------------------------------------
Common Stock to be issued pursuant to
the 1995 Employee Stock Purchase Plan 75,000 $ 3.825(2) $ 286,875.00 $ 79.75
===========================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Act") based on the average between the high and low price
as reported by the Nasdaq National Market on August 23, 1999.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, based on 85% of the average between
high and low price as reported by Nasdaq National Market on August 23,
1999.
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IRIDEX CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by IRIDEX Corporation (the
"Company" or the "Registrant") are hereby incorporated by reference into this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1999 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 3, 1999 and its Quarterly Report on Form 10-Q for
the quarter ended July 3, 1999 (as amended), filed pursuant to
Section 13 of the Exchange Act; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on February
15, 1996, pursuant to Section 12(g) of the Exchange Act.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which de-registers all securities then remaining unsold under
this Registration Statement, shall be deemed to be incorporated by reference
herein 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.
The validity of the issuance of shares of Common Stock offered hereby
will be passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. Judith Mayer O'Brien, a member
of Wilson Sonsini Goodrich & Rosati, is Secretary of the Registrant.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporations Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Act. The Registrant's
Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by Delaware General Corporation Law. Registrant has entered
into an indemnification agreement with each of its officers and directors which
provide the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant's Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for a breach of the directors' fiduciary duty as a director to
Registrant and its stockholders, provided that such liability does not arise
from certain proscribed conduct. Registrant also currently maintains officer and
director liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, counsel for the
Company, as to legality of securities being registered.
10.1* 1998 Stock Plan and forms of option agreements and stock
purchase agreement thereunder.
10.2** 1995 Employee Stock Purchase Plan, as amended, and form of
subscription agreement thereunder.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, counsel for the
Company (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
</TABLE>
* Incorporated by reference to Exhibit 10.1 of the Registration Statement
on Form S-8 dated June 24, 1998, Commission File 333-57573.
** Incorporated by reference to Exhibit 10.2 of the Registration Statement
on Form S-8 dated June 24, 1998, Commission File 333-57573.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (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, 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) 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 the 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 Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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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 Mountain View, State of California, on this 27th
day of August, 1999.
IRIDEX CORPORATION
By: /s/ THEODORE A. BOUTACOFF
-------------------------------------
Theodore A. Boutacoff
President and Chief 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 Theodore A. Boutacoff and Robert Kamenski
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 or her substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/ Theodore A. Boutacoff President, Chief Executive Officer August 27, 1999
- ------------------------------- and Director (Principal Executive
Theodore A. Boutacoff Officer)
/s/ Robert Kamenski Vice President, Administration and August 27, 1999
- ------------------------------- Chief Financial Officer (Principal
Robert Kamenski Accounting Officer)
/s/ John M. Nehra Chairman of the Board of Directors August 20, 1999
- -------------------------------
John M. Nehra
/s/ Robert K. Anderson Director August 24, 1999
- -------------------------------
Robert K. Anderson
Director
- -------------------------------
William Boeger, III
/s/ Milton Chang Director August 27, 1999
- -------------------------------
Milton Chang
Director
- -------------------------------
James L. Donovan
/s/ Donald L. Hammond Director August 20, 1999
- -------------------------------
Donald L. Hammond
/s/ Joshua Makower Director August 23, 1999
- -------------------------------
Joshua Makower
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, counsel for the
Company, as to legality of securities being registered.
10.1* 1998 Stock Plan and forms of option agreements and stock
purchase agreement thereunder.
10.2** 1995 Employee Stock Purchase Plan, as amended, and form of
subscription agreement thereunder.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, counsel for the
Company (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
</TABLE>
- ----------
* Incorporated by reference to Exhibit 10.1 of the Registration Statement
on Form S-8 dated June 24, 1998, Commission File 333-57573.
** Incorporated by reference to Exhibit 10.2 of the Registration Statement
on Form S-8 dated June 24, 1998, Commission File 333-57573.
<PAGE> 9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
EXHIBITS
------------------------------------------------------
Registration Statement on Form S-8
IRIDEX CORPORATION
August 27, 1999
<PAGE> 1
EXHIBIT 5.1
August 27, 1999
IRIDEX Corporation
1212 Terra Bella Avenue
Mountain View, California 94043
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 August 27, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 150,000 shares of your Common
Stock reserved for issuance under the 1998 Stock Plan and 75,000 shares of your
Common Stock reserved for issuance under the 1995 Employee Stock Purchase Plan
(collectively, the "Shares") (collectively, the "Plans"). As legal counsel for
IRIDEX Corporation, we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the respective agreement which accompanies each
grant under the Plans, the Shares will be legally and validly issued, fully paid
and nonassessable.
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 it appears in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of IRIDEX Corporation on Form S-8 of our report dated January 22,
1999, on our audits of the consolidated financial statements and financial
statement schedule of IRIDEX Corporation for the years ended January 2, 1999 and
December 31, 1998, which report is included in the registration statement on
Form 10-K405 (File No. 000-27598).
/s/ PricewaterhouseCoopers LLP
----------------------------------------
San Jose, California
August 25, 1999
