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As filed with the Securities and Exchange Commission on July 25, 1997
Registration No. 333-10043
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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 registrant as specified in its charter)
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<S> <C>
Delaware 94-3177221
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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1615 Plymouth Street
Mountain View, California 94043
(Address of principal executive offices)
1993 STOCK OPTION PLAN
(Full title of the Plans)
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 of agent for service)
COPY TO:
John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
1993 Stock Option Plan
Common Stock, $.001 par value(1) 300,000 $4.375 $1,312,500(2) $397.73
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Registration fee estimated in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, as to 300,000 shares of Common Stock,
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 July 22, 1997 because the price at which
the options to be granted in the future may be exercised is not currently
determinable.
2
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STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed one Registration Statement on Form S-8
with the Securities and Exchange Commission (SEC File No. 333-10043) (the
"Previous Form S-8). This Previous Form S-8 was filed in connection with the
1993 Stock Option Plan, the 1996 Director Option Plan and the 1996 Employee
Stock Purchase Plan (collectively the "Plans"). This Registration Statement
registers additional shares of the Registrant's Common Stock to be issued
pursuant to the Plans. Accordingly, the content of the Previous Form S-8,
including periodic reports that the Registrant filed after the Previous Form
S-8 to maintain current information about the Registrant, are incorporated by
reference into this Registration Statement pursuant to General Instruction E
of Form S-8. The reports the Registrant has most recently filed with the SEC
are listed below:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed as of March 31, 1997.
- Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1997, filed as of May 15, 1997.
- Proxy Statement, filed as of April 28, 1997, in connection with the
Annual Meeting of Shareholders held on May 22, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
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Exhibit
Number Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as
to the legality of securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see Page II-3).
II-1
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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 Mountain View, State of California
on July 22, 1997.
FUSION MEDICAL TECHNOLOGIES, INC.
By: /s/ PHILIP M. SAWYER
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Philip M. Sawyer
President, Chief Executive Officer
and Acting Chief Financial Officer
By: /s/ WILLIAM J. VAUGHAN
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William J. Vaughan
Controller
(Principal Accounting Officer)
II-2
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip M. Sawyer and William J.
Vaughan, jointly and severally, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with 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 substitute or 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 by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ PHILIP M. SAWYER President, Chief Executive July 22, 1997
- ------------------------------- Officer, Acting Chief Financial Officer
Philip M. Sawyer and Director*
/s/ WILLIAM J. VAUGHAN Controller July 22, 1997
- ------------------------------- (Principal Accounting Officer)
William J. Vaughan
/s/ GORDON W. RUSSELL Director* July 22, 1997
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Gordon W. Russell
/s/ OLAV B. BERGHEIM Director* July 22, 1997
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Olav B. Bergheim
Director*
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Vaughn D. Bryson
/s/ DOUGLAS E. KELLY, M.D. Director* July 22, 1997
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Douglas E. Kelly, M.D.
/s/ LAWRENCE G. MOHR, JR. Director* July 22, 1997
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Lawrence G. Mohr, Jr.
/s/ RICHARD S. SCHNEIDER, PH.D. Director* July 22, 1997
- -------------------------------
Richard S. Schneider, Ph.D.
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* The employee benefit plan being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant.
II-3
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
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5.1 Opinion of Wilson Sonsini Goodrich &
Rosati, P.C., as to the legality of
securities being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1 hereto)
24.1 Power of Attorney
(see Page II-3)
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EXHIBIT 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 5.1
July 22, 1997
Fusion Medical Technologies, Inc.
1615 Plymouth Street
Mountain View, CA 94043
Re: REGISTRATION STATEMENT ON FORM S-8
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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 July 24, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1993 Stock Option Plan (as to
300,000 shares), (the "Plan"). 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 Plan.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plan and pursuant to the agreement that accompanies each
grant under the Plan, 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
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
CONSENT OF COOPERS & LYBRAND L.L.P.,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 333-10043) pertaining to the 1993 Stock
Option Plan of Fusion Medical Technologies, Inc. of our report dated March
12, 1997, on our audits of the financial statements of Fusion Medical
Technologies, Inc. as of December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996 and for the cumulative
period from October 14, 1992 (date of inception) to December 31, 1996, which
are included in the Annual Report on Form 10-K of Fusion Medical
Technologies, Inc. for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
San Jose, CA
July 24, 1997
