<PAGE> 1
As filed with the Securities and Exchange Commission on September 28, 1999
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 Registrant as specified in its charter)
Delaware 94-3177221
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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
(650) 903-4000
(Name, address and telephone number of agent for service)
Copy to:
David J. Saul, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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============================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
1993 Stock Option Plan
Common Stock, $0.001
par value(1) 1,549,847(2) $13.0625 $20,244,876(3) $5,628.08
- ----------------------------------------------------------------------------
</TABLE>
(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) The shares covered by this Registration Statement represent shares of
Common Stock which have become available for issuance under the
Registrant's 1993 Stock Option Plan as a result of amendments approved
by the stockholders at the Registrant's Annual Meetings held on May
21, 1998 and May 20, 1999 increasing the number of shares for issuance
thereunder by 400,000 and 750,000 shares, respectively. Also covered
by this Registration Statement are 399,847 shares of Common Stock
available for issuance under the Registrant's 1993 Stock Option Plan
which were previously unregistered.
(3) Calculated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. The calculation is
based upon the average of the high and low prices of the Common Stock
as reported on the Nasdaq National Market on September 23, 1999
because the price at which the options to be granted in the future may
be exercised is not currently determinable.
2
<PAGE> 3
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL
SECURITIES
The Registrant previously filed Registration Statements on Form S-8 with
the Securities and Exchange Commission (SEC File Nos. 333-10043 and 333-32143)
(the "Previous Forms S-8). The Previous Forms S-8 were filed in connection
with the 1993 Stock Option Plan (the "Plan"). This Registration Statement
registers additional shares of the Registrant's Common Stock to be issued
pursuant to the Plan. Accordingly, the content of the Previous Forms S-8,
including periodic reports that the Registrant filed after the Previous Forms
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:
- Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1999, filed as of August 16, 1999.
- Quarterly Report on Form 10-Q for the quarterly period ended
March 31 1999, filed as of May 17, 1999.
- Proxy Statement filed as of April 30, 1999, in connection with
the Annual Meeting of Stockholders held on May 20, 1999.
- Registration Statement Under the Securities Act of 1933 on Form
S-1, filed as of March 31, 1999.
- Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed as of April 1, 1999.
3
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit
Number Document
---------- ------------------------------------------------------
<S> <C>
4.1* 1993 Stock Option Plan and form of agreement thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to
the legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
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).
</TABLE>
- ----------------------------
* Incorporated by reference to exhibit no. 10.2 filed with the Company's
Registration Statement on Form SB-2 (file no. 333-3970-LA), which was declared
effective on June 6, 1996.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 September
28, 1999.
FUSION MEDICAL TECHNOLOGIES, INC.
By: /s/ PHILIP M. SAWYER
----------------------------------
Philip M. Sawyer
President, Chief Executive Officer,
By: /s/ LARRY J. STRAUSS
----------------------------------
Larry J. Strauss
Vice President, Finance and Chief
Financial Officer (Principal Financial
and Accounting Officer)
II-2
<PAGE> 6
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip M. Sawyer and Larry J. Strauss,
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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ PHILIP M. SAWYER President, Chief Executive September 28, 1999
- ------------------------- Officer and Director*
Philip M. Sawyer,
/s/ LARRY J. STRAUSS Vice President, Finance September 28, 1999
- ------------------------- and Chief Financial Officer
Larry J. Strauss (Principal Financial and
Accounting Officer)
/s/ GORDON W. RUSSELL Director* September 28, 1999
- -------------------------
Gordon W. Russell
/s/ OLAV B. BERGHEIM Director* September 28, 1999
- -------------------------
Olav B. Bergheim
/s/ VAUGHN D. BRYSON Director* September 28, 1999
- -------------------------
Vaughn D. Bryson
/s/ J. MICHAEL EGAN Director* September 28, 1999
- -------------------------
J. Michael Egan
/s/ DOUGLAS E. KELLY, M.D. Director* September 28, 1999
- -------------------------
Douglas E. Kelly, M.D.
</TABLE>
- ---------------
* The employee benefit plan being registered pursuant to this Registration
Statement is subject to administration by the Board of Directors of the
Registrant.
II-3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
EXHIBITS
-----------------------
Registration Statement on Form S-8
Fusion Medical Technologies, Inc.
<PAGE> 8
Exhibit 5.1
-----------
OPINION OF WILSON SONSINI GOODRICH & ROSATI
September 28, 1999
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 September 28, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1993 Stock Option Plan (as to
1,549,847 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/ J. CASEY MCGLYNN
---------------------------------
J. Casey McGlynn
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 333-________) pertaining to the 1993 Stock
Option Plan of Fusion Medical Technologies, Inc. of our report dated January
28, 1999, relating to the financial statements of Fusion Medical Technologies,
Inc. as of December 31, 1998, and 1997, and for each of the three years in the
period ended December 31, 1998, which are included in the Annual Report on Form
10-K of Fusion Medical Technologies, Inc. for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
San Jose, CA
September 28, 1999
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