[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]
March 27, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Avenue
Washington, D.C. 20549
Re: Novoste Corporation
Registration Statement On Form S-8
----------------------------------
Ladies and Gentlemen:
On behalf of Novoste Corporation (the "Company"), we are transmitting
herewith electronically on the Electronic Data Gathering, Analysis, and
Retrieval System of the Securities and Exchange Commission (the "Commission"),
one (1) copy of the Company's Post-Effective Amendment No. 1 to Form S-8
Registration Statement to register under the Securities Act of 1933, as amended,
200,000 shares of the Company's Common Stock, $.01 par value, issuable upon
exercise of options granted or to be granted under the Company's Stock Option
Plan.
The filing fee of $1,525.74 is being paid in accordance with Rule 3a of
the Commission's Informal and Other Procedures.
Very truly yours,
/s/ MARK A. POLEMENI
--------------------
Mark A. Polemeni
Enclosure
cc: The National Stock Market (via Fedex w/encl.)
AEC07210.W51
<PAGE>
As filed with the Securities and Exchange Commission on March 27, 1998.
Registration No. 333-12717
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOVOSTE CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-2787476
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4350-C INTERNATIONAL BOULEVARD 30093
NORCROSS, GEORGIA (Zip Code)
(Address of principal executive offices)
NOVOSTE CORPORATION STOCK OPTION PLAN
(Full title of the plan)
THOMAS D. WELDON
NOVOSTE CORPORATION
4350-C INTERNATIONAL BOULEVARD
NORCROSS, GEORGIA 30093
(Name and address of agent for service)
(770) 717-0904
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares(2) $25.86 $5,172,000 $1,525.74
$.01 par value
====================================================================================================================================
</TABLE>
(1)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of (i)
146,900 shares underlying outstanding options under the Stock Option Plan at a
weighted average exercise price of $25.47 per share and (ii) the 53,100 balance
of shares reserved for issuance under the Stock Option Plan at an average
aggregate offering price of $26.938 per share, as computed based on the average
of the high and low sales prices of the Common Stock reported in the
consolidated reporting system on The Nasdaq Stock Market as of March 25, 1998.
(2)Consists of 200,000 shares of Common Stock issuable upon exercise of
options granted or to be granted under the Stock Option Plan.
AEC071D1.W51
<PAGE>
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 of the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8
(File No. 333-12717) are incorporated by reference in this Registration
Statement.
2
AEC071D1.W51
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 Norcross, State of Georgia, on this 19th day of
March, 1998.
NOVOSTE CORPORATION
By: /S/ THOMAS D. WELDON
---------------------
Thomas D. Weldon
President and Chief Executive Officer
3
AEC071D1.W51
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints THOMAS D. WELDON and NORMAN R. WELDON,
and each of them, with full power to act without the other, 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 and any
other regulatory authority, 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 and about the premises, as fully to
all intents and purposes as they or he might or could do in person, hereby
ratifying and confirming all that 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities set forth and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ THOMAS D. WELDON President, Chief Executive March 19, 1998
- ----------------------------------------- Officer and Director
Thomas D. Weldon
/S/ DAVID N. GILL Chief Financial Officer (Principal March 19, 1998
- ----------------------------------------- Financial and Accounting Officer)
David N. Gill
/S/ NORMAN R. WELDON Director March 23, 1998
- -----------------------------------------
Norman R. Weldon, Ph.D.
/S/ CHARLES E. LARSEN Director March 19, 1998
- -----------------------------------------
Charles E. Larsen
/S/ J. STEPHEN HOLMES Director March 22, 1998
- -----------------------------------------
J. Stephen Holmes
/S/ RICHARD M. JOHNSTON Director March 24, 1998
- -----------------------------------------
Richard M. Johnston
/S/ PIETER J. SCHILLER Director March 23, 1998
- -----------------------------------------
Pieter J. Schiller
/S/ STEPHEN I. SHAPIRO Director March 20, 1998
- -----------------------------------------
Stephen I. Shapiro
/S/ WILLIAM E. WHITMER Director March 20, 1998
- -----------------------------------------
William E. Whitmer
</TABLE>
4
AEC071D1.W51
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
4.1 Copy of the Registrant's Stock Option Plan, with form of
Incentive Stock Option Award.
5 Opinion of Epstein Becker & Green, P.C.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Epstein Becker & Green, P.C.
(included in Exhibit 5).
24 Power of Attorney (included in signature page of this
Registration Statement).
5
AEC071D1.W51
<PAGE>
EXHIBIT 4.1
NOVOSTE CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
As Amended and Restated as of April 18, 1997
1. PURPOSE. This Stock Option Plan ("PLAN") is established to provide
incentives for selected persons to promote the financial success and progress of
Novoste Corporation ("COMPANY") by granting such persons options to purchase
shares of common stock of the Company.
2. DEFINITION OF "NON-EMPLOYEE DIRECTOR". As defined by Regulation
240.16b-3 under the Securities Exchange Act of 1934, as amended ("EXCHANGE
ACT"), a "NON-EMPLOYEE DIRECTOR" is a person not currently an officer of the
Company or a parent or subsidiary, who does not receive compensation either
directly or indirectly as a consultant of the Company (except for an amount not
required to be disclosed under Item 404(a) of Regulation S-K, E.G., not more
than $60,000), does not have an interest in a transaction requiring disclosure
under Item 404(a) of Regulation S-K, and is not engaged in a business
relationship which would require disclosure under Item 404(b) of Regulation S-K
(E.G., where the director has a ten percent or more equity interest in an entity
which makes or receives payments in excess of five percent of the Company's or
that entity's consolidated gross revenues).
3. ADOPTION OF PLAN; STOCK OPTION AND COMPENSATION COMMITTEE. This Plan
shall be effective on the date that it is adopted by the Stock Option and
Compensation Committee ("COMMITTEE") of the Board of Directors of the Company.
The Committee shall at all times be composed only of two or more Non- Employee
Directors. The Committee shall have and may exercise any and all of the powers
relating to the administration of this Plan and the grant of options hereunder
as are set forth herein.
4. ADMINISTRATION.
(a) This Plan shall be administered by the Committee.
(b) The Committee shall have the authority to (i)
exercise all of the powers granted to it under this
Plan, (ii) construe, interpret and implement this
Plan and any Grants (as defined below) executed
pursuant to Section 8 hereof, (iii) prescribe, amend
and rescind rules and regulations relating to this
Plan, (iv) make all determinations necessary or
advisable in administering this Plan and (v) correct
any defect, supply any omission and reconcile any
inconsistency in this Plan.
AEC04F6D.W51
<PAGE>
(c) The determination of the Committee on all matters
relating to this Plan or any Grant shall be final,
binding and conclusive.
(d) No member of the Committee shall be liable for any
action or determination made in good faith with
respect to this Plan or any award thereunder.
5. TYPES OF OPTIONS AND SHARES. Options granted under this Plan
("OPTIONS") may be either (a) incentive stock options ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("CODE"), or (b) nonqualified stock options ("NQSOs"), as designated at the time
of grant. The shares of stock that may be purchased upon exercise of Options
granted under this Plan ("SHARES") are shares of the common stock of the
Company.
6. NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan is 2,700,000 Shares. Such number of
Shares shall be subject to adjustment as provided in this Plan. If any Option is
terminated in whole or in part for any reason without being exercised in whole
or in part, the Shares thereby released from such Option shall be available for
purchase under other Options subsequently granted under this Plan. At all times
during the term of this Plan, the Company shall reserve and keep available such
number of Shares as shall be required to satisfy the requirements of outstanding
Options under this Plan.
7. ELIGIBILITY. Options may be granted only to such employees,
officers, consultants and independent contractors of the Company or any Parent,
Subsidiary or Affiliate of the Company (as defined below) as the Committee shall
select from time to time in its sole discretion ("OPTIONEES"), provided that
only employees of the Company or a Parent or Subsidiary of the Company shall be
eligible to receive ISOs. An Optionee may be granted more than one Option under
this Plan. As used in this Plan, the following terms shall have the following
meanings:
(a) "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if at the time of the
granting of the Option, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
(b) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
AEC04F6D.W51
2
<PAGE>
(c) "AFFILIATE" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.
8. TERMS AND CONDITIONS OF OPTIONS. The Committee shall determine
whether each Option is to be an ISO or a NQSO, the number of Shares for which
the Option shall be granted, the exercise price of the Option, the periods
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following terms and conditions:
(a) FORM OF OPTION GRANT. Each Option granted under this Plan shall be
evidenced by a written Stock Option Grant ("GRANT") in such form (which need not
be the same for each Optionee) as the Committee shall from time to time approve,
which Grant shall comply with and be subject to the terms and conditions of this
Plan.
(b) EXERCISE PRICE. The exercise price of an Option shall be not less
than the Fair Market Value (as defined herein) in the case of an ISO, or 85% of
the Fair Market Value in the case of a NQSO, of the Shares at the time that the
Option is granted. The term "FAIR MARKET VALUE" means the closing sale price for
a Share on the immediately preceding trading date as reported on The Nasdaq
National Market or, if no closing sale price shall have been made on such
relevant date, on the next preceding day on which there was a closing sale
price; PROVIDED, HOWEVER, that if no closing sale price shall have been made
within the ten business days preceding such relevant date, or if deemed
appropriate by the Committee for any other reason, the Fair Market Value of such
Shares shall be as determined by the Committee. In no event shall the Fair
Market Value of any Share be less than its par value.
(c) EXERCISE PERIOD. Options shall be exercisable within the times or
upon the events determined by the Committee as set forth in the Grant; PROVIDED,
HOWEVER, that no Option shall be exercisable after the expiration of ten years
from the date the Option is granted and is subject to earlier termination in the
event of the death or the voluntary or involuntary termination of the Optionee
as set forth herein; PROVIDED, FURTHER, that no ISO granted to a Ten Percent
Shareholder (as defined by Section 422 of the Code) shall be exercisable after
the expiration of five years from the date the ISO is granted.
AEC04F6D.W51
3
<PAGE>
(d) LIMITATIONS ON ISOs. The aggregate Fair Market Value (determined as
of the time an Option is granted) of stock with respect to which ISOs are
exercisable for the first time by an Optionee during any calendar year (under
this Plan or under any other incentive stock option plan of the Company or any
Parent or Subsidiary of the Company) shall not exceed $100,000.
(e) LIMITATIONS ON ISOs AND NQSOs. Notwithstanding anything herein, the
maximum aggregate number of Shares with respect to which Options, whether ISOs
or NQSOs, may be granted to any person or entity eligible therefor under this
Plan within any one calendar year is 100,000 Shares.
(f) DATE OF GRANT. The date of grant of an Option shall be the date on
which the Committee makes the determination to grant such Option unless
otherwise specified by the Committee. The Grant representing the Option shall be
delivered to the Optionee within a reasonable time after the granting of the
Option.
9. EXERCISE OF OPTIONS.
(a) NOTICE. Options may be exercised only by delivery to the Company of
a written notice and exercise agreement in a form approved by the Committee,
stating the number of Shares being purchased, the restrictions imposed on the
Shares and such representations and agreements regarding the Optionee's
investment intent and access to information as may be required by the Company to
comply with applicable securities laws, together with payment in full of the
exercise price for the number of Shares being purchased.
(b) PAYMENT. Payment for the Shares may be made (i) in cash, (ii) by
surrender of Shares having a Fair Market Value equal to the exercise price of
the Option or (iii) by any combination of the foregoing where approved by the
Committee in its sole discretion; PROVIDED, HOWEVER, in the event of payment for
the Shares by method (ii) above, the Shares so surrendered, if originally issued
to the Optionee upon exercise of an Option(s) granted by the Company, shall have
been held by the Optionee for more than six months.
(c) WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise of
an Option, the Optionee shall pay or make adequate provision for any federal,
state or local withholding obligations of the Company, if applicable.
(d) LIMITATIONS ON EXERCISE. Notwithstanding the exer- cise periods set
forth in the Grant, exercise of an Option shall always be subject to the
following limitations:
AEC04F6D.W51
4
<PAGE>
(i) An Option shall not be exercisable unless such
exercise is in compliance with the Securities Act of 1933, as
amended ("SECURITIES ACT"), and all applicable state
securities laws, as they are in effect on the date of
exercise.
(ii) The Committee may specify a reasonable minimum
number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent the
Optionee from exercising the Option for the full number of
Shares as to which the Option is then exercisable.
10. DEATH OR VOLUNTARY OR INVOLUNTARY TERMINATION. Should an Optionee
die, become disabled, retire or cease to be employed by or associated with the
Company for any other reason, all Options held by the Optionee shall lapse
immediately following the last day that the Optionee is employed by or
associated with the Company except that should an Optionee die the time during
which the Option may be exercised shall be extended three months for an Optionee
that held ISOs and six months for an Optionee that held NQSOs. In all other
cases the Committee, in its discretion, may extend the time during which the
Option may be exercised; PROVIDED, HOWEVER, the maximum period of an extension
that may be allowed shall be three months for an Optionee that held ISOs and six
months for an Optionee that held NQSOs. During any such extension of the
expiration date by the Committee, the Option may be exercised only for the
number of Shares for which it could have been exercised on such termination
date, subject to any adjustment under Section 12 herein.
11. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a shareholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan.
12. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding Shares is changed by a stock dividend, stock split, reverse stock
split, combination, reclassification or similar change in the capital structure
of the Company without consideration, the number of Shares available under this
Plan and the number of Shares subject to outstanding Options and the exercise
price per share of such Options shall be proportionately adjusted, subject to
any required action by the Committee, Board of Directors or shareholders of the
Company and compliance with applicable securities laws; PROVIDED, HOWEVER, that
no certificate or scrip representing fractional shares shall be issued upon
exercise of any Option and any resulting fractions of a Share shall be ignored.
AEC04F6D.W51
5
<PAGE>
13. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan shall confer on any Optionee any right to continue in the employ
of the Company or any Parent, Subsidiary or Affiliate of the Company or limit in
any way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate the Optionee's employment at any time, with or without
cause.
14. COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the Securities Act, compliance with all applicable state
securities laws and compliance with the requirements of any stock exchange on
which the Shares may be listed. The Company shall be under no obligation to
register the Shares with the Securities and Exchange Commission or to effect
compliance with the Securities Act or with the registration or qualification
requirement of any state securities laws or stock exchange.
15. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself or its assignee(s) in the Grant (a) a right of
first refusal to purchase any Shares that an Optionee (or a subsequent
transferee) may propose to transfer to a third party and (b) a right to
repurchase any or all Shares held by an Optionee upon the Optionee's termination
of employment or service with the Company or a Parent, Subsidiary or Affiliate
of the Company for any reason within a specified time as determined by the
Committee at the time of grant at (i) the Optionee's original purchase price,
(ii) the Fair Market Value of such Shares as determined by the Committee in good
faith or (iii) a price determined by a provision set forth in the Grant.
16. CHANGE OF CONTROL. Notwithstanding any contrary terms in the Grant
of Options hereunder, in the event of a Change of Control (as defined herein),
all outstanding Options shall accelerate and become immediately fully
exercisable. For purposes of this Plan, a "Change of Control" shall mean (i) the
sale or other disposition to a person, entity or group (as such term is defined
in Rule 13d-5 under the Exchange Act) of 50% or more of the Company's
consolidated assets, (ii) the acquisition of 50% or more of the outstanding
Shares by a person or group (as such term is defined in Rule 13d-5) or (iii) if
the majority of the Company's Board of Directors consists of persons other than
Continuing Directors (as defined herein). The term "CONTINUING DIRECTOR" shall
mean any member of the Company's Board of Directors on the effective date of
this Plan and any other member of the Board of Directors who shall be
recommended or elected to succeed or become a Continuing Director by a majority
of the Continuing Directors who are then members of the Board of Directors. The
aggregate Fair Market Value (determined at the time an Option is granted) of
ISOs which first become exercisable in the year of such dissolution,
liquidation,
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6
<PAGE>
merger, sale of stock or sale of assets cannot exceed $100,000. Any remaining
accelerated Options shall be NQSOs.
17. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan in any respect (including, but not limited to, any
form of Grant, agreement or instrument to be executed pursuant to this Plan);
PROVIDED, HOWEVER, that shareholder approval shall be required to be obtained by
the Company if required to comply with the provisions of Section 162(m) of the
Code, or the listed company requirements of The Nasdaq National Market or of a
national securities exchange on which the Shares are traded, or other applicable
provisions of state or federal law or self-regulatory agencies; PROVIDED,
FURTHER, that no amendment of this Plan may adversely affect any then
outstanding Options or any unexercised portions thereof without the written
consent of the Optionee.
18. TERM OF PLAN. No Option shall be granted pursuant to this Plan on
or after May 26, 2002, but Options theretofore granted may extend beyond that
date and the terms of this Plan shall continue to apply to such Options and to
any Shares acquired upon exercise thereof.
19. APPLICABLE LAW. The validity, interpretation and enforcement of
this Plan shall be governed in all respects by the laws of the State of Florida
and the United States of America.
20. ISSUANCE OF SHARES. The Shares, when issued and paid for pursuant
to the Options granted hereunder, shall be issued as fully paid and
non-assessable Shares.
21. NON-TRANSFERABILITY OF ISOs. No ISO granted pursuant to the Plan
shall be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner otherwise than by will or by the laws of descent or distribution and
an ISO may be exercised during the lifetime of the Optionee only by such
Optionee.
22. TRANSFERABILITY OF NQSOs. A NQSO may be sold, pledged, assigned,
hypothecated, transferred or disposed of as determined by the Committee and as
set forth in a Grant with an Optionee.
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7
<PAGE>
[TO BE TYPED ON LETTERHEAD
OF NOVOSTE CORPORATION]
INCENTIVE STOCK OPTION AWARD
----------------------------
Date of Grant [DATE]
Recipient [NAME]
Number of Shares [NUMBER]
Purchase Price
per Share PRICE]
Total Purchase
Price [NUMBER] x [PRICE]
Dear [NAME]:
We are pleased to inform you that, as a key employee of Novoste Corporation, you
are hereby granted an option to purchase shares of Novoste Common Stock, par
value $.01 per share, in the amount and at the price per share stated above.
This option is granted pursuant to the Novoste Corporation Amended and Restated
Stock Option Plan, a copy of which is attached. This option is exercisable for a
period of ten years from the date of the grant as stated above.
The right to exercise your option will vest per the following schedule:
From the date of the No part of the option grant shall vest
grant for one year
More than one but less 25% of the option grant shall vest
than two years after
the date of the grant
More than two but less 50% of the option grant shall vest
than three years after
the date of the grant
AEC04F6D.W51
<PAGE>
More than three but 75% of the option grant shall vest
less than four years
after the date of the
grant
More than four years 100% of the option grant shall vest
after the date of the
grant
You may purchase all shares that are vested at any time prior to the expiration
of the option by delivering full payment to the Corporate Secretary. You may
purchase all or part of the shares which are vested; however, you may not make
partial purchases in increments of less than 100 shares.
This option cannot be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Only you may exercise this option during your lifetime.
Sincerely,
Thomas D. Weldon
President and CEO
AEC04F6D.W51
<PAGE>
EXHIBIT 5
[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]
March 26, 1998
Board of Directors of
Novoste Corporation
4350-C International Blvd.
Norcross, Georgia 30093
Re: Stock Option Plan
-----------------
Gentlemen:
We have acted as counsel to Novoste Corporation (the "Company") in
connection with its filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering 200,000 shares (the "Shares") of the
Company's authorized and unissued shares of Common Stock, $.01 par value,
issuable upon the exercise of options under the Company's Stock Option Plan (the
"Plan").
As such counsel, we have examined originals, or copies certified to our
satisfaction, of the corporate records of the Company, agreements and other
instruments, certificates of public officials, certificates of officers of the
Company and such other documents as we deemed necessary as a basis for the
opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to original documents of documents submitted to us as certified or
photostatic copies.
On the basis of the foregoing, we are of the opinion that the Shares
have been duly authorized and, when issued, delivered and paid for in accordance
with the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid Registration Statement.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By: /S/ SETH I. TRUWIT
------------------
Seth I. Truwit
AEC071D1.W51
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333- 12717) pertaining to the Novoste Corporation Stock
Option Plan of our report dated January 30, 1998, with respect to the financial
statements of Novoste Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
March 24, 1998
AEC071D1.W51
