<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
--------------------------
FUSION MEDICAL TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
--------------------------
Delaware 94-3177221
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(State of incorporation) (I.R.S. Employer Identification No.)
1615 Plymouth Street
Mountain View, Ca 94043
(Address of principal executive offices)
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1993 STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTOR OPTION PLAN
(Full title of the plan)
--------------------------
Philip M. Sawyer
President and Chief Executive Officer
FUSION MEDICAL TECHNOLOGIES, INC.
1615 Plymouth Street
Mountain View, California 94043
(415) 903-4000
(Name, address, and telephone number, including area code, of agent for service)
--------------------------
Copy to:
Susan J. Skaer, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(415) 493-9300
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<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value................... 620,877 shares(1) $0.84(2) $ 521,536.68 (3) $179.84
Common Stock,
$.001 par value.................... 289,740 shares(4) $7.00(5) $2,028,180.00 $699.37
Common Stock,
$.001 par value................... 280,000 shares(6) $5.95(7) $1,666,000.00 $574.48
---------------- ------------- ---------
TOTAL 1,190,617 shares $4,215,716.68 $1,453.69
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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 sub-totals. This sub-total represents 620,877
shares issuable upon exercise of outstanding options (options that
have been granted as of the date of this Registration Statement)
issued under the 1993 Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purposes of calculating the total registration
fee. Computation based on the weighted average exercise price
(rounded to the nearest cent) at which the options 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 been reserved for issuance but have not been granted
under the 1993 Stock Option Plan and 1996 Director Option Plan as of
the date of this Registration Statement. Of the total of 289,740
shares that will be issuable upon the exercise of such options to be
granted in the future, 169,740 shares will be issuable upon exercise
of options to be granted in the future under the 1993 Stock Option
Plan and 120,000 shares will be issuable upon exercise of options to
be granted in the future under the 1996 Director Option Plan.
(5) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The
computation is based upon the closing price of the Common Stock as
reported on The Nasdaq National Market on August 8, 1996 because the
price at which the options to be granted in the future may be
exercised is not currently determinable.
(6) This subtotal represents the shares issuable upon exercise of options
to be granted 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 August 8, 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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<PAGE>
FUSION MEDICAL TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCES
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by Fusion Medical
Technologies, Inc. (the "Company") with the Securities and Exchange Commission:
ITEM 3(a)
The Company's Registration Statement on Form SB-2 (file no. 333-3970-
LA) under the Securities Act of 1933, as amended (the "Securities Act"), which
was declared effective on June 6, 1996.
ITEM 3(b)
Not Applicable.
ITEM 3(c)
The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed April 24, 1996 as
amended by Amendment No. 1 on June 5, 1996, pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
declared effective on June 6, 1996.
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.
As of the date hereof, certain members of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, beneficially own 15,932 shares of the Registrant's
Common Stock. J. Casey McGlynn, a member of such firm, is Secretary of the
Registrant.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that, if so provided in the corporation's certificate of incorporation,
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except liability for (i) any
breach of their duty of loyalty to the corporation or its stockholders, (ii)
acts of omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit. Such limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.
The Company's Bylaws provide that the Company shall indemnify its directors
and executive officers and may indemnify its other officers and employees and
other agents to the fullest extent permitted by law. In addition, the Bylaws of
the Company provide that the Company is required to indemnify its officers and
directors under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and the Company is required to
advance expenses to its officers and directors as incurred in connection with
proceedings against them for which they may be indemnified.
The Company has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in the Company's
Bylaws. These agreements, among other things, provide for indemnification of
the Company's directors and executive officers for certain expenses (including
attorney's fees), judgements, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of such person's services as a director or executive
officer of the Company, any subsidiary of the Company or any other company or
enterprise to which the person provides services at the request of the Company.
The Company believes that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
-------- ---------------------------------------------------------
4.1* Restated Certificate of Incorporation of Registrant
4.2* Certificate of Amendment of Restated Certificate of
Incorporation of Registrant
4.3* Bylaws of Registrant
4.4* 1993 Stock Option Plan and Form of Stock Option Agreement
thereunder.
4.5* 1996 Director Option Plan
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Exhibit
Number Description
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4.6* 1996 Employee Stock Purchase Plan
Opinion of counsel as to legality of securities being
registered.
5.1
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney. (SEE PAGE II-4 AND II-5)
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* Incorporated by reference to exhibits Nos. 3.3, 3.2, 3.4, 10.2, 10.3 and
10.4, respectively, filed with the Company's Registration Statement on
Form SB-2 (file no. 333-3970-LA), which was declared effective on June 6,
1996.
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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 an 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
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
II-3
<PAGE>
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Fusion Medical Technologies, Inc., 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 Mountain View, State of
California, on this 9th day of August, 1996.
FUSION MEDICAL TECHNOLOGIES, INC.
By: /s/ PHILIP M. SAWYER
----------------------------------------
Philip M. Sawyer, 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 Philip M. Sawyer and Richard C. Spalding,
jointly and severally, his 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
- -------------------------------------- -------------------------------------------- ----------------
<S> <C> <C>
/s/ PHILIP M. SAWYER
- -------------------------------------- President, Chief Executive Officer and
(Philip M. Sawyer) Director (Principal Executive Officer) August 9, 1996
/s/ RICHARD C. SPALDING Chief Financial Officer and Vice President
- -------------------------------------- Finance and Corporate Development
(Richard C. Spalding) (Principal Financial and Accounting Officer) August 9, 1996
Chairman of the Board of Directors
- -----------------------------------------
(Gordon W. Russell) August __, 1996
/s/ OLAV BERGHEIM Director
- -----------------------------------------
(Olav B. Bergheim) August 9, 1996
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ VAUGHN BRYSON Director
- -----------------------------------------
(Vaughn D. Bryson) August 9, 1996
<CAPTION>
Signature Title Date
- -------------------------------------- -------------------------------------------- ----------------
<S> <C> <C>
/s/ DOUGLAS KELLY, M.D. Director
- --------------------------------------
(Douglas E. Kelly, M.D.) August 9, 1996
/s/ LAWRENCE G. MOHR Director
- --------------------------------------
(Lawrence G. Mohr, Jr) August 9, 1996
/s/ RICHARD S. SCHNEIDER Director
- --------------------------------------
(Richard S. Schneider, Ph. D.) August 9, 1996
</TABLE>
II-5
<PAGE>
EXHIBIT 5.1
OPINION OF WILSON, SONSINI, GOODRICH & ROSATI
<PAGE>
EXHIBIT 5.1
August 9, 1996
Fusion Medical Technologies, Inc.
1615 Plymouth Street
Mountain View, CA 94043
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 or about August 12, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1993 Stock Option Plan (as to
790,617 shares), of the 1996 Employee Stock Purchase Plan (as to 280,000
shares) and the 1996 Director Option Plan (as to 120,000 shares)
(collectively, the "Plans"). As legal counsel for Fusion Medical
Technologies, Inc., 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
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
II-8
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
II-9
<PAGE>
New Exhibit 23.1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Fusion Medical Technologies, Inc. on Form S-8 of our report dated April 5,
1996, except for Notes 6 and 11 as to which the date is May 30, 1996, on our
audits of the financial statements of Fusion Medical Technologies, Inc. as of
December 31, 1994 and 1995, and for the years ended December 31, 1993, 1994, and
1995 and for the cumulative period from October 14, 1992 (date of inception) to
December 31, 1995, which report is incorporated by reference in the registration
statement on Form SB-2.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
San Jose, California
August 12, 1996
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