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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1996
REGISTRATION NO. 333-
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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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CARDIAC PATHWAYS CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0278793
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
995 BENECIA AVENUE
SUNNYVALE, CALIFORNIA 94086
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1991 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTOR OPTION PLAN
(FULL TITLE OF THE PLAN)
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WILLIAM N. STARLING
CHIEF EXECUTIVE OFFICER AND PRESIDENT
CARDIAC PATHWAYS CORPORATION
995 BENECIA AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 737-0505
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
CHRIS F. FENNELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value........... 1,049,972 shares(1) $ 2.13(2) $2,236,440.36(3) $ 772.00
Common Stock,
$.001 par value........... 324,020 shares(4) $13.3125(5) $4,313,516.25 $1,488.00
Common Stock,
$.001 par value........... 53,000 shares(6) $11.3156(7) $ 599,726.80 $ 207.00
TOTAL 1,426,992 SHARES -- $7,149,683.41 $2,467.00
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</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into three subtotals. This subtotal represents the sum of shares
issuable upon exercise of presently outstanding options (options that have
been granted as of the date of this Registration Statement) issued under
the 1991 Stock Plan.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based on the weighted average exercise price (rounded to
nearest cent) at which the options outstanding whose exercise will result
in the issuance of the shares being registered may be exercised.
(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options described in note 1 above.
(4) This subtotal represents the sum of shares issuable upon exercise of
options that have not yet been granted under the 1996 Director Option Plan
and the 1991 Stock Plan as of the date of this Registration Statement. Of
the total of 324,020 shares that will be issuable upon the exercise of
such options to be granted in the future, 20,000 shares will be issuable
upon exercise of options to be granted in the future under the 1996
Director Option Plan and 304,020 shares will be issuable upon exercise of
options to be granted in the future under the 1991 Stock Plan.
(5) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based upon the average of the high and low prices of the
Common Stock as reported in The Nasdaq National Market on June 27, 1996.
(6) This sub-total represents the number of shares authorized to be issued
under the 1996 Employee Stock Purchase Plan.
(7) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the total registration fee.
Computation based upon 85% (see explanation in following sentence) of the
average of the high and low prices of the Common Stock as reported in The
Nasdaq National Market on June 27, 1996. Pursuant to the 1996 Employee
Stock Purchase Plan, which plan is incorporated by reference herein, the
purchase price of a share of Common Stock shall be an amount equal to 85%
of the Fair Market Value of a share of Common Stock on the Enrollment Date
or the Exercise Date (as defined in such Plan), whichever is lower.
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CARDIAC PATHWAYS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by Cardiac Pathways
Corporation (the "Company") with the Securities and Exchange Commission:
(1) The Company's Registration Statement on Form S-1 (file no. 333-3616)
under the Securities Act of 1933, as amended (the "Securities Act"), in the form
declared effective on June 12, 1996.
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed April 27, 1996 pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and declared effective on June 12, 1996.
(3) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date 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.
The Company has adopted provisions in its Certificate of Incorporation
that eliminate to the fullest extent permissible under Delaware law the
liability of its directors to the Company for monetary damages. Such limitation
of liability does not affect the availability of equitable remedies such as
injunctive relief or recission. The Company's Bylaws provide that the Company
shall indemnify its directors and officers to the fullest extent permitted by
Delaware law, including in circumstances in which indemnification is otherwise
discretionary under Delaware law. The Company has entered into indemnification
agreements with its officers and directors containing provisions which may
require the Company, among other things, to indemnify the officers and
directors against certain liabilities that may arise by reason of their status
or service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), and to advance their expenses
incurred as a result of any proceedings against them as to which they could be
indemnified.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of counsel as to legality of securities being registered.
10.2* 1991 Stock Plan and form of Stock Option Agreement thereunder.
10.3* 1996 Director Option Plan and form of Director Stock Option Agreement
thereunder.
10.4* 1996 Employee Stock Purchase Plan and forms of agreements thereunder.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-4).
</TABLE>
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* Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-1 (file no. 333-3616), in the form
declared effective on June 12, 1996.
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ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 may be permitted to directors, officers and controlling persons of the
Company pursuant to the Corporation Law, the Company's Certificate of
Incorporation, the Company's Bylaws or the Company's indemnification agreements,
the Company has been informed 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in a successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered hereunder, the Company will, unless in the opinion
of its counsel the question has already been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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, Cardiac Pathways Corporation, a corporation organized and existing
under the laws of the State of Delaware, 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 this 3rd day of July, 1996.
CARDIAC PATHWAYS CORPORATION
By: /s/ William N. Starling
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William N. Starling, President and
Chief Executive Officer (Principal
Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William N. Starling and David W. Gryska,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William N. Starling President, Chief Executive Officer and Director July 3, 1996
- ----------------------------- (Principal Executive Officer)
(William N. Starling)
/s/ David W. Gryska Vice President and Chief Financial Officer July 3, 1996
- ----------------------------- (Principal Financial and Accounting Officer)
(David W. Gryska)
/s/ Annette J. Campbell-White Director July 3, 1996
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(Annette J. Campbell-White)
/s/ Thomas J. Fogarty, M.D. Director July 3, 1996
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(Thomas J. Fogarty, M.D.)
/s/ Joseph P. Ilvento, M.D. Director July 3, 1996
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(Joseph P. Ilvento, M.D.)
/s/ Lawrence G. Mohr, Jr. Director July 3, 1996
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(Lawrence G. Mohr, Jr.)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
5.1 Opinion of counsel as to legality of securities being registered.
10.2* 1991 Stock Plan and form of Stock Option Agreement thereunder.
10.3* 1996 Director Option Plan and form of Director Stock Option Agreement thereunder.
10.4* 1996 Employee Stock Purchase Plan and forms of agreements thereunder.
23.1 Consent of counsel (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-4)
</TABLE>
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* Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-1 (file no. 333-3616), in the form
declared effective on June 12, 1996.
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EXHIBIT 5.1
July 3, 1996
Cardiac Pathways Corporation
995 Benecia Avenue
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on July 3, 1996 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 1,569,487 shares of your Common Stock, par value $0.001 per
share (the "Shares"), (i) 1,174,179 shares of which are currently outstanding
under the 1991 Stock Plan, (ii) 322,308 shares of which are to be issued
pursuant to the 1991 Stock Plan, (iii) 20,000 shares of which are to be issued
pursuant to the 1996 Director Option Plan and (iv) 53,000 shares of which are to
be issued pursuant to the 1996 Employee Stock Purchase Plan (collectively, the
"Plans"). As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares 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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
\s\ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1991 Stock Plan, 1996 Employee Stock Purchase Plan
and 1996 Director Option Plan of Cardiac Pathways Corporation of our report
dated April 11, 1996 (except for the second paragraph to Note 14, as to which
the date is June 5, 1996) with respect to the financial statements of Cardiac
Pathways Corporation for the year ended June 30, 1995 and the nine months ended
March 31, 1996, included in the Prospectus and Registration Statement (No.
333-3616) on Form S-1, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
July 3, 1996
