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As filed with the Securities and Exchange Commission on August 13, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEMRX, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0389440
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
1221 Innsbruck Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
1995 Stock Option Plan
(Full title of the plans)
Andrew M. Thompson
President and Chief Executive Officer
1221 Innsbruck Drive
Sunnyvale, CA 94089
(408) 752-8580
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Craig E. Dauchy, Esq.
Matthew B. Hemington, Esq.
Cooley Godward llp
3000 Sand Hill Road
Building 3, Suite 230
Menlo Park, CA 94025-7116
(415) 843-5000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=================== =========== ================ ================== ============
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Offering Price Aggregate Offering Registration
Registered Per Share (1) Price (1) Fee
=================== =========== ================ ================== ============
<S> <C> <C> <C> <C>
Stock Options
and Common
Stock (par
value $.001) 800,000 $3.625 $2,900,000 $878.79
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon the average of the high and low prices of
Registrant's Common Stock on August 6, 1997 as reported on the Nasdaq
National Market.
1
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-3152
The contents of Registration Statement on Form S-8 No. 333-3152 filed with
the Securities and Exchange Commission on April 3, 1996 are incorporated by
reference herein.
EXHIBITS
Exhibit
Number
5 Opinion of Cooley Godward llp
23.1 Consent of Ernst & Young llp
23.2 Consent of Cooley Godward llp is contained in Exhibit 5
to this Registration Statement
24 Power of Attorney is contained on the signature pages.
2
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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 Sunnyvale, State of California, on August 12, 1997.
FemRx, Inc.
By: /s/ Andrew M. Thompson
Andrew M. Thompson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andrew M. Thompson, George M. Savage and
Edward W. Unkart, 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.
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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/ Andrew M. Thompson President, Chief Executive Officer August 12, 1997
(Andrew M. Thompson) and Director (Principal Executive
Officer)
/s/ Edward W. Unkart Vice President, Finance and August 12, 1997
(Edward W. Unkart) Administration, Chief Financial
Officer and Assistant Secretary,
(Principal Financial and Accounting
Officer)
/s/ George M. Savage Senior Vice President, Research and August 12, 1997
(George M. Savage) Development and Director
/s/ Richard M. Ferrari Director August 12, 1997
(Richard M. Ferrari)
/s/ Gail Gaumer Director August 12, 1997
(Gail Gaumer)
/s/ Kathleen D. LaPorte Director August 12, 1997
(Kathleen D. LaPorte)
/s/ James W. McLane Director August 12, 1997
(James W. McLane)
/s/ Philip M. Young Director August 12, 1997
(Philip M. Young)
</TABLE>
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Exhibit 5
August 12, 1997
FemRx, Inc.
1221 Innsbruck Drive
Sunnyvale, CA 94089
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by FemRx, Inc., a Delaware corporation (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 800,000 shares of the Company's Common Stock, $.001 par value, (the
"Shares") pursuant to its 1995 Stock Option Plan (the "Plan").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, your Certificate of Incorporation and By-laws,
as amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us 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, we are 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).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward llp
By: /s/ Craig E. Dauchy
Craig E. Dauchy
5
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of FemRx, Inc. for the registration of 800,000 shares of its common stock
pertaining to the 1995 Stock Option Plan, as amended, of our report dated
January 10, 1997, with respect to the financial statements of FemRx, Inc.
included in its Annual Report on Form 10-K filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Palo Alto, California
August 11, 1997
6
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