<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
IMAGYN MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3845 77-0230712
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
-------------------
27651 LA PAZ ROAD
LAGUNA NIGUEL, CALIFORNIA 92677
(714) 362-2500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------
FRANKLIN D. BROWN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IMAGYN MEDICAL, INC.
27651 LA PAZ ROAD
LAGUNA NIGUEL, CALIFORNIA 92677
(714) 362-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
J. CASEY MCGLYNN, ESQ. CRAIG E. DAUCHY, ESQ.
CHRISTOPHER D. MITCHELL, ESQ. MATTHEW B. HEMINGTON, ESQ.
WILSON SONSINI GOODRICH & ROSATI COOLEY GODWARD CASTRO HUDDLESON & TATUM
PROFESSIONAL CORPORATION 3000 SAND HILL ROAD
650 PAGE MILL ROAD BUILDING 3, SUITE 230
PALO ALTO, CALIFORNIA 94304 MENLO PARK, CALIFORNIA 94025
(415) 493-9300 (415) 843-5000
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
-------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-3542
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
AMOUNT TO PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value.......... 287,500 shares $15.00 $4,312,500 $1,488.00
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 37,500 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Imagyn Medical, Inc. (the "Company") pursuant to Rule 462(b) under the
Act. This Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (File No. 333-3542) of the Company, which was
declared effective on May 29, 1996, including each of the documents filed by the
Company with the Commission and incorporated or deemed to be incorporated by
reference therein.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on May 30, 1996), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in this relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by the bank during regular business hours on May 30, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Laguna Niguel, State of
California, on the 29th day of May, 1996.
IMAGYN MEDICAL, INC.
By: /s/ FRANKLIN D. BROWN*
-----------------------------------
Franklin D. Brown,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------ ------------------------------------- --------------
/s/ FRANKLIN D. BROWN* President, Chief Executive Officer
- ------------------------------------ and Director (Principal Executive May 29, 1996
Franklin D. Brown Officer)
/s/ J. C. MACRAE Vice President and Chief Financial
- ------------------------------------ Officer (Principal Financial and May 29, 1996
J. C. MacRae Accounting Officer)
/s/ DAVID W. CHONETTE*
- ------------------------------------ Director May 29, 1996
David W. Chonette
/s/ SAMUEL D. COLELLA*
- ------------------------------------ Director May 29, 1996
Samuel D. Colella
/s/ ELIZABETH B. CONNELL, M.D.*
- ------------------------------------ Director May 29, 1996
Elizabeth B. Connell, M.D.
/s/ RICHARD S. SCHNEIDER, PH.D.*
- ------------------------------------ Director May 29, 1996
Richard S. Schneider, Ph.D.
*By: /s/ J. C.
MACRAE
- ------------------------------------
J. C. MacRae
ATTORNEY-IN-FACT
</TABLE>
II-1
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Registration Statement on Form S-1 (File
No. 333-3542) and related prospectus of our report dated April 8, 1996, on our
audits of the consolidated financial statements of Imagyn Medical, Inc. We
further consent to incorporation by reference of this consent into a related
registration statement that is effective upon filing pursuant to Commission Rule
462(b) under the Securities Act of 1933, as amended. We also consent to the
references to our firm under the captions "Selected Consolidated Financial Data"
and "Experts."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
May 30, 1996
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants (see page II-2).
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.3 Consent of Myers, Uxa & Stout.
24.1* Power of Attorney.
</TABLE>
- ------------------------
* Previously filed as part of the Registration Statement on Form S-1 (file no.
333-3542) at page II-4, filed with the Commission on April 12, 1996.
<PAGE>
Exhibit 5.1
May 29, 1996
Imagyn Medical, Inc.
27651 La Paz Road
Laguna Niguel, California 92677
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (file no. 333-3542)
filed by you with the Securities and Exchange Commission (the "Commission") on
April 12, 1996 (the "Registration Statement") and a related registration
statement that is to be effective upon filing pursuant to Commission Rule 462(b)
(the "Abbreviated Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of 3,162,500 shares of Common
Stock of Imagyn Medical, Inc. (the "Shares"). The Shares include an
over-allotment option granted to the underwriters to purchase 412,500 shares as
described in the Registration Statement for resale to the public. As your
counsel in connection with this transaction, we have examined the proceedings
proposed to be taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings to be taken in order to permit
the transaction to be carried out in accordance with the securities laws of the
various states where required, the Shares, when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable. It is also our opinion that upon completion of
the proceedings being taken or contemplated by us, as your counsel, to be taken
prior to the issuance of an additional number of shares of Common Stock of
Imagyn Medical, Inc. (the "Additional Shares") pursuant to the Abbreviated
Registration Statement, and upon completion of the proceedings to be taken in
order to permit the transaction to be carried out in accordance with the
securities laws of the various states where required, the Shares (including the
Additional Shares), when issued and sold in the manner described in the
Abbreviated Registration Statement, will be legally and validly issued, fully
paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto. We further consent to the incorporation by reference
of this opinion and the incorporation by reference of our consent to the use of
this opinion into a related registration statement that is effective upon filing
pursuant to Commission Rule 462(b).
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
Exhibit 23.3
CONSENT OF MYERS, UXA & STOUT
We consent to the reference to our firm under the captions "Risk Factors --
Reliance on Patents and Protection of Proprietary Technology," "Business --
Patents, Trade Secrets and Licenses" and "Experts" in the Registration Statement
on Form S-1 (File No. 333-3542) and related prospectus of Imagyn Medical, Inc.
We further consent to incorporation by reference of this consent into a related
registration statement that is effective upon filing pursuant to Commission Rule
462(b) under the Securities Act of 1933, as amended.
<TABLE>
<S> <C>
San Clemente,
California /s/ DONALD E. STOUT
May 30, 1996 for MYERS, UXA & STOUT
</TABLE>
