As filed with the Securities and Exchange Commission on December 2, 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
ARTERIAL VASCULAR ENGINEERING, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3144218
(State of Incorporation) (I.R.S. Employer Identification No.)
3576 Unocal Place
Santa Rosa, California 95403
(Address of principal executive offices)
1996 Equity Incentive Plan
(Full title of the plan)
Lawrence J. Fassler
Vice President of Legal Affairs,
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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CALCULATION OF REGISTRATION FEE
<CAPTION>
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========================== ====================== ========================== =========================== ===========================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Share Aggregate Offering Price Amount of
be Registered Registered (1) (1) Registration Fee
========================== ====================== ========================== =========================== ===========================
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 3,000,000 $30.9375 $92,812,500.00 $25,801.88
========================== ====================== ========================== =========================== ===========================
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<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c), based upon $30.9375, the average
of the high and the low prices of Registrant's Common Stock on November 25,
1998, as reported on the Nasdaq National Market.
</FN>
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</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-3254, 333-3468,
333-22089, and 333-39777
The contents of Registration Statements on Form S-8 Nos. 333-3254,
333-3468, 333-22089 and 333-39777, respectively, filed with the Securities and
Exchange Commission on April 5, 1996, April 11, 1996, February 20, 1997 and
November 7, 1997, respectively, are incorporated by reference herein with such
modifications as are set forth below.
Item 5. Interests of Named Experts and Counsel
Lawrence J. Fassler, Vice President of Legal Affairs, General Counsel
and Secretary of the Company, whose opinion is included herewith as Exhibit 5,
holds 33,200 shares of common stock of the Company and holds options to purchase
an additional 51,125 shares of common stock of the Company as of December 2,
1998, none of which were exercisable as of such date.
EXHIBITS
Exhibit
Number
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5 Opinion of Lawrence J. Fassler
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Lawrence J. Fassler (included in Exhibit 5)
24 Power of Attorney (contained on the signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Santa Rosa, State of California, on December 2,
1998.
ARTERIAL VASCULAR ENGINEERING, INC.
By: /s/ Scott J. Solano
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Scott J. Solano
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott J. Solano 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.
<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/ Scott J. Solano President, Chief Executive Officer December 2, 1998
- --------------------------------- and Director (Principal Executive
Scott J. Solano Officer)
/s/ John D. Miller Chief Financial Officer, December 2, 1998
- --------------------------------- Treasurer and Director
John D. Miller (Principal Financial and
Accounting Officer)
/s/ Craig E. Dauchy Director December 2, 1998
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Craig E. Dauchy
/s/ George B. Borkow Director December 2, 1998
- ---------------------------------
George B. Borkow
</TABLE>
<PAGE>
EXHIBITS
Exhibit
Number
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5 Opinion of Lawrence J. Fassler
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Lawrence J. Fassler (included in Exhibit 5)
24 Power of Attorney (contained on the signature page)
[AVE logo}
EXHIBIT 5
December 2, 1998
Arterial Vascular Engineering, Inc.
3576 Unocal Place
Santa Rosa, CA 95403
Ladies and Gentlemen:
I am General Counsel of Arterial Vascular Engineering, Inc. (the "Company") and
am rendering this opinion with respect to certain matters in connection with the
filing by 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 3,000,000 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
ARTERIAL VASCULAR ENGINEERING, INC. E-Mail: www.avei.com
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3576 UNOCAL PLACE Tel: (707) 525-0111
SANTA ROSA, CALIFORNIA 95403 Fax: (707) 525-0114
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 July 17, 1998, with respect to the
consolidated financial statements and schedule of Arterial Vascular Engineering,
Inc. and Subsidiaries included in the Annual Report on Form 10-K for the year
ended June 30, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
November 24, 1998
