As filed with the Securities and Exchange Commission on February 20, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Arterial Vascular Engineering, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 94-3144218
(State of Incorporation) (I.R.S. Employer Identification No.)
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3576 Unocal Place
Santa Rosa, CA 95403
(Address of principal executive offices)
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1996 Equity Incentive Plan
(Full title of the plans)
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Lawrence J. Fassler
General Counsel and Secretary
Arterial Vascular Engineering, Inc.
3576 Unocal Place
Santa Rosa, California 95403
(707) 525-0111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Price Amount of Registration
be Registered Registered Share (1) (1) Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 700,000 $13.00-$14.1875 $9,302,760.80 $2,819.02
=================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1). The price per
share and aggregate offering price are based upon (i) the exercise
price of $13.00 per share at which 529,254 options have been granted
and (ii) $14.1875, the average of the high and low sales prices of
Registrant's Common Stock on February 14, 1997 as reported on the
Nasdaq National Market for the remaining 170,746 shares, for which the
exercise price is not known.
</FN>
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-3254 AND 333-3468
The contents of the Registration Statement on Form S-8 No. 333-3254
filed with the Securities and Exchange Commission on April 5, 1996 and the
Registration Statement on Form S-8 No. 333-3468 filed with the Securities and
Exchange Commission on April 11, 1996 are incorporated by reference herein with
such modifications as are set forth below.
Item 5. Interests of Named Experts and Counsel
Lawrence J. Fassler, General Counsel and Secretary of the Registrant,
whose opinion is included herewith as Exhibit 5, held options to acquire 27,500
shares of Common Stock as of February 14, 1997, none of which were currently
exercisable.
EXHIBITS
Exhibit
Number
- -------
5 Opinion of Lawrence J. Fassler
23.1 Consent of Ernst & Young LLP
23.2 Consent of Lawrence J. Fassler (included in Exhibit 5)
24 Power of Attorney (contained on the signature page)
<PAGE>
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 Santa Rosa, State of California, on February 14,
1997.
ARTERIAL VASCULAR ENGINEERING, INC.
By: /s/ Bradly A. Jendersee
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Bradly A. Jendersee
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bradly A. Jendersee and Lawrence J.
Fassler, and each or any one of them, his true and lawful attorney-in-fact and
agent, 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
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
<TABLE>
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.
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Bradly A. Jendersee Chairman of the Board of Directors, February 14, 1997
- ------------------------------------------------- President and Chief Executive Officer
Bradly A. Jendersee (Principal Executive Officer)
/s/ John D. Miller Vice President of Finance, Chief February 14, 1997
- ------------------------------------------------- Financial Officer, Treasurer and
John D. Miller Director (Principal Financial and
Accounting Officer)
/s/ Robert D. Lashinski Vice President of Research and February 14, 1997
- --------------------------------------------------- Development and Director
Robert D. Lashinski
/s/ J. Irawan Sugeng Director February 14, 1997
- ----------------------------------------------------
J. Irawan Sugeng
/s/ Simon H. Stertzer
- -------------------------------------------------
Simon H. Stertzer Director February 14, 1997
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ---------
5 Opinion of Lawrence J. Fassler
23.1 Consent of Ernst & Young LLP
23.2 Consent of Lawrence J. Fassler is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
Exhibit 5
[LOGO]
February 14, 1997
Arterial Vascular Engineering, Inc.
3576 Unocal Place
Santa Rosa, CA 95403
Ladies and Gentlemen:
You have requested my opinion with respect to certain matters in connection with
the filing by Arterial Vascular Engineering, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 700,000 shares
of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its
1996 Equity Incentive Plan (the "Plan").
In connection with this opinion, I have examined the Registration Statement and
related Prospectus, the Company's Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as I deem necessary as a basis for this opinion. I have assumed the
genuineness and authenticity of all documents submitted to me as originals, the
conformity to originals of all documents submitted to me as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares, when sold and issued in accordance with the Plan, the Registration
Statement and related Prospectus, will be validly issued, fully paid, and
nonassessable (except as to shares issued pursuant to certain deferred payment
arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Lawrence J. Fassler
Lawrence J. Fassler
General Counsel and Secretary
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1996 Equity Incentive Plan of Arterial Vascular
Engineering, Inc. of our report dated September 19, 1996 with respect to the
consolidated financial statements and schedules of Arterial Vascular
Engineering, Inc. and Subsidiaries included in the Annual Report on Form 10-K
for the year ended June 30, 1996.
/s/ Ernst & Young LLP
Palo Alto, California
February 14, 1997
