<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FUSION MEDICAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 3842 94-3177221
(State of (Primary Standard Industrial (I.R.S. Employer
incorporation) Classification Code Number) Identification Number)
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(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
PHILIP M. SAWYER
President and Chief Executive Officer
Fusion Medical Technologies, Inc.
1615 Plymouth Street
Mountain View, California 94043
(650) 903-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C>
J. CASEY MCGLYNN, ESQ. FREDERICK T. MUTO, ESQ.
JOHN T. SHERIDAN, ESQ. NANCY E. DENYES, ESQ.
DAVID J. SAUL, ESQ. Cooley Godward LLP
Wilson Sonsini Goodrich & Rosati 4365 Executive Drive, Suite 1100
Professional Corporation San Diego, California 92121
650 Page Mill Road (619) 550-6000
Palo Alto, California 94304
(650) 493-9300
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If only the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, other than securities offered in connection with dividend or interest
reinvestment plans, 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] 333-72001
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
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Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee
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Common Stock, $.001 par val-
ue......................... 100,000 $5.125 $512,500 $142.48
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(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act
of 1933, as amended.
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<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 Fusion Medical Technologies, 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. 333-72001) of the
Company, which was declared effective on March 31, 1999, 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 April 1, 1999), (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 April 1, 1999.
<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 Mountain View, State of
California, on this 1st day of April, 1999.
FUSION MEDICAL TECHNOLOGIES, INC.
/s/ Philip M. Sawyer
By: _________________________________
Philip M. Sawyer
President and Chief Executive
Officer
Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Philip M. Sawyer President, Chief Executive Officer April 1, 1999
____________________________________ and Director (Principal Executive
Philip M. Sawyer Officer)
/s/ Keith Thomas Controller April 1, 1999
____________________________________
Keith Thomas
Gordon Russell* Chairman of the Board of Directors April 1, 1999
____________________________________
Gordon Russell
Director
____________________________________
Olav B. Bergheim
Vaughn Bryson* Director April 1, 1999
____________________________________
Vaughn Bryson
Douglas Kelly, M.D.* Director April 1, 1999
____________________________________
Douglas Kelly, M.D.
Lawrence G. Mohr* Director April 1, 1999
____________________________________
Lawrence G. Mohr
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*By: /s/ Philip M. Sawyer
__________________________
Philip M. Sawyer
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Index Description of Document
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(include in Exhibit 5.1).
24.1* Power of Attorney.
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* Previously filed as part of the Registration Statement on Form S-1 (file no.
333-72001) at page II-4, filed with the Commission on February 9, 1999.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
April 1, 1999
Fusion Medical Technologies, Inc.
1615 Plymouth Street
Mountain View, CA 94043
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No. 333-
72001) filed with the Securities and Exchange Commission on February 9, 1999 (as
amended by Amendment No. 1 thereto filed on March 11, 1999, Amendment No. 2
thereto filed on March 25, 1999, Amendment No. 3 thereto filed on March 30,
1999, 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 1,800,000 shares of Common Stock of
Fusion Medical Technologies, Inc. (the "Shares"). The Shares, are to be sold in
a registered direct offering as described in such Registration Statement for the
sale to the public. As your counsel in connection with this transaction, we have
examined the proceedings proposed to be taken in connection with said sale and
issuance of the Shares.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement the Abbreviated Registration Statement, and related
Prospectus, the Company's Certificate of Incorporation and Bylaws, and the
originals or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below and (ii)
assumed that the shares of Common Stock will be sold at the price established by
the Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock is duly authorized and, when sold and issued
in accordance with the Registration Statement, the Abbreviated Registration
Statement, and related Prospectus, will be validly issued, fully paid, and
nonassessable.
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 hereof, 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 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement of Fusion Medical
Technologies, Inc. on Amendment No. 3 on Form S-1 (File No. 333-72001) of our
report dated January 28, 1999, on our audits of the consolidated financial
statements of Fusion Medical Technologies, Inc. as of December 31, 1997 and
1998 and for each of the three years in the period ended December 31, 1998. 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 1933, as amended. We also consent to the
references to our Firm under the captions "Experts."
/s/ PricewaterhouseCoopers LLP
San Jose, California
April 1, 1999
