As filed with the Securities and Exchange Commission on June 14, 2000
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NOVOSTE CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2787476
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
3890 Steve Reynolds Boulevard, Norcross, GA 30093
(Address of principal executive offices) (Zip Code)
NOVOSTE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
NOVOSTE CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
William A. Hawkins
Chief Executive Officer Copy to: Seth I. Truwit, Esq.
Novoste Corporation Dorsey & Whitney LLP
3890 Steve Reynolds Boulevard 250 Park Avenue
Norcross, GA 30093 New York, NY 10177
(770) 717-0904 (212) 415-9200
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum offering Proposed Amount of
Title of securities Amount to be price maximum aggregate registration
to be registered registered per share(1) offering price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 900,000 Shares(2) $41.875 $37,687,500 $9,950
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
sales prices of the Common Stock on the Nasdaq National Market, as
reported in the consolidated reporting system, on June 8, 2000.
(2) Consists of 800,000 shares of Common Stock issuable upon exercise of
options granted or to be granted under the Stock Option Plan and 100,000
shares purchasable under the Employee Stock Purchase Plan.
<PAGE>
PART I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information. *
* Information required by Part 1 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 1 of Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that we have filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
o our Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
o our Current Report on Form 8-K filed with the Commission on March
14, 2000;
o our Current Report on Form 8-K filed with the Commission on April 7,
2000;
o our Current Report on Form 8-K filed with the Commission on April
19, 2000;
o our Current Report on Form 8-K filed with the Commission on May 2,
2000;
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; and
o the description of our common stock contained in any of our
Registration Statements filed under the Securities Exchange Act of
1934, as amended, and any amendment or report filed for the purpose
of updating the description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all securities offered by this Registration Statement have been sold, or
deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the respective dates of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act grants
corporations the power to indemnify their directors, officers, employees and
agents in accordance with the provisions thereof. Article VI of the Registrant's
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Amended and Restated Articles of Incorporation and Article VIII of the
Registrant's By-laws provide for indemnification of Registrant's directors,
officers, agents and employees to the full extent permissible under Section
607.0850 of the Florida Business Corporation Act.
Registrant maintains directors' and officers' liability insurance coverage
with an aggregate policy limit of $10,000,000 of each policy year.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.17(a) Amended and Restated Rights Agreement, dated as of July 29,
1999, between Novoste Corporation and American Stock Transfer
& Trust Company, which includes as Exhibit B thereto the Form
of Right Certificate (incorporated by reference to the same
numbered exhibit to the Registrant's report on Form 8-A/A
filed on August 3, 1999).
4.17(b) Amended and Restated Summary of Rights to Purchase Preferred
Shares of Novoste Corporation (incorporated by reference to
the same numbered exhibit to the Registrant's report on Form
8-A/A filed on August 3, 1999).
4.18 Novoste Employee Stock Purchase Plan.
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney (included in the signature page hereof).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) 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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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) The undersigned Registrant hereby undertakes 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 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 foregoing
provisions, 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 Securities 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 other 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 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, 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 Atlanta, State of Georgia, on June 14, 2000.
NOVOSTE CORPORATION
By /s/ William A. Hawkins
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William A. Hawkins
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William A. Hawkins, Edwin B.
Cordell, Jr., and Cheryl Johnson, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8, and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
their substitute or substitutes, 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 and the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ William A. Hawkins Chief Executive Officer, President and Director June 13, 2000
-------------------------------------- (Principal executive officer)
William A. Hawkins
/s/ Edwin B. Cordell, Jr. Vice President-Finance and Chief Financial Officer June 13, 2000
-------------------------------------- (Principal financial and accounting officer)
Edwin B. Cordell, Jr.
/s/ Thomas D. Weldon Chairman June 13, 2000
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Thomas D. Weldon
/s/ Donald C. Harrison, MD Director June 13, 2000
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Donald C. Harrison, MD
/s/ J. Stephen Holmes Director June 9, 2000
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J. Stephen Holmes
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<S> <C> <C>
/s/ Charles E. Larsen Director June 13, 2000
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Charles E. Larsen
/s/ Pieter J. Schiller Director June 13, 2000
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Pieter J. Schiller
/s/ Stephen I. Shapiro Director June 13, 2000
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Stephen I. Shapiro
/s/ Norman R. Weldon, MD Director June 9, 2000
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Norman R. Weldon, MD
/s/ William E. Whitmer Director June 12, 2000
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William E. Whitmer
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EXHIBIT INDEX
4.17(a) Amended and Restated Rights Agreement, dated as of July 29, 1999,
between Novoste Corporation and American Stock Transfer & Trust
Company, which includes as Exhibit B thereto the Form of Right
Certificate (incorporated by reference to the same numbered exhibit
to the Registrant's report on Form 8-A/A filed on August 3, 1999).
4.17(b) Amended and Restated Summary of Rights to Purchase Preferred
Shares of Novoste Corporation (incorporated by reference to the same
numbered exhibit to the Registrant's report on Form 8-A/A filed on
August 3, 1999).
4.18 Novoste Employee Stock Purchase Plan.
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney (included in the signature page hereof).
