<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1997
REGISTRATION NO. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
CARDIOVASCULAR DYNAMICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------
DELAWARE 68-0328265
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
----------
13700 ALTON PARKWAY, SUITE 160
IRVINE, CALIFORNIA 92618
(714) 457-9546
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------
MICHAEL R. HENSON
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS
CARDIOVASCULAR DYNAMICS, INC.
13700 ALTON PARKWAY, SUITE 160
IRVINE, CALIFORNIA 92618
(714) 457-9546
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------
Copy to:
SCOTT LESTER, ESQ.
GREG T. WILLIAMS, ESQ.
BROBECK, PHLEGER & HARRISON LLP
TWO EMBARCADERO PLACE
2200 GENG ROAD
PALO ALTO, CALIFORNIA 94303
(650) 424-0160
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only 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 only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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. [ ]
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
<TABLE>
<CAPTION>
========================================================================================================================
Title of Each Amount Proposed Maximum Proposed Maximum Amount
Class of Securities to Be Offering Aggregate of Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 789,470 Shares $7.625 $ 6,019,708.75 $ 1,824.15
$.001 par value per share
========================================================================================================================
</TABLE>
(1) The price of $7.625, which was the average of the high and low prices of the
Common Stock on the Nasdaq National Market on September 8, 1997, is set forth
solely for the purpose of computing the registration fee pursuant to Rule
457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
789,470 SHARES
CARDIOVASCULAR DYNAMICS, INC.
COMMON STOCK
----------
This Prospectus relates to the public offering, which is not being
underwritten, of 789,470 shares of Common Stock (the "Shares"), $.001 par value
per share, of CardioVascular Dynamics, Inc. ("CVD", the "Company" or the
"Registrant"). 764,273 of the Shares were originally issued by the Company to
Endosonics Corporation ("EndoSonics") in connection with the acquisition by
EndoSonics of all of the outstanding capital stock of the Company pursuant to an
Agreement and Plan of Reorganization between EndoSonics and the Company dated
June 9, 1993, and in connection with the acquisition by EndoSonics of 400,000
shares of the Company's Series B Preferred Stock on March 29, 1996, which
converted into 800,000 shares of Common Stock upon the consummation of the
Company's initial public offering. EndoSonics intends to distribute the Shares
to its stockholders and optionholders of record as of September 5, 1997,
pursuant to a dividend distribution declared by the Board of Directors of
EndoSonics on August 4, 1997, of one share of CVD Common Stock for every
twenty-five (25) shares of EndoSonics Common Stock held or, in the case of
options, issuable upon exercise of such options, by such stockholders and
optionholders. The date of the dividend distribution has been set for September
26, 1997. 25,197 of the Shares were originally issued to Seiya Nomada, Ryoichi
Hatomi and Hirohisa Shinzaki pursuant to a Common Stock Purchase Agreement dated
July 24, 1997. All 789,470 Shares may be offered by certain stockholders or by
pledgees, donees, transferees or other successors in interest that receive such
shares as a gift, partnership distribution or other non-sale related transfer
(together with EndoSonics, the "Selling Stockholders"). All of the Shares were
issued pursuant to exemptions from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided by Section
4(2) thereof.
In addition, any Shares not distributed may be offered by the Selling
Stockholders from time to time in transactions in the over-the-counter market,
in negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). See "Plan of
Distribution."
After the distribution hereunder, EndoSonics is expected to own
approximately 23.89% of the Company's outstanding Common Stock.
The Company will not receive any of the proceeds from the sale of the
Shares.
The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol "CCVD." On September 8, 1997 the average of the high and low price for
the Common Stock was $7.625.
----------
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
The date of this Prospectus is September 10, 1997
<PAGE> 3
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Stockholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at 75 Park Place, New York, New York
10007 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained by mail from the Public Reference Branch
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The Common Stock of the Company is quoted on the Nasdaq
National Market, and such material may also be inspected at the offices of
Nasdaq Operations, 1735 K Street N.W., Washington, D.C. 20006. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company and
the Common Stock offered hereby, reference is hereby made to the Registration
Statement and to the exhibits and schedules filed therewith. The Registration
Statement, including the exhibits and schedules thereto, may be inspected at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may
be obtained from such office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-28440)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as filed on March 26, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997;
3. Definitive Proxy Statement dated April 16, 1997, filed in connection with
the Company's 1997 Annual Meeting of Stockholders;
4. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended on Form 10-K/A filed on June 13, 1997;
2.
<PAGE> 4
5. The description of the Company's Common Stock, $.001 par value per share,
contained in its Registration Statement on Form 8-A dated May 2, 1996, including
any amendment or report filed for the purpose of updating such description; and
6. All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference herein shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written requests for
copies should be directed to Dana P. Nickell, Vice President, Finance and
Administration, Chief Financial Officer and Secretary, at the principal
executive offices of CardioVascular Dynamics, Inc., 13700 Alton Parkway, Suite
160, Irvine, California 92618. The Company's telephone number is (714) 457-9546.
3.
<PAGE> 5
THE COMPANY
The principal executive offices of CVD are located at 13700 Alton Parkway,
Suite 160, Irvine, California 92618. CVD's telephone number is (714) 457-9546.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. EndoSonics intends
to distribute the Shares to its stockholders and optionholders of record as of
September 5, 1997 pursuant to a dividend distribution declared by the Board of
Directors of EndoSonics on August 4, 1997, of one share of CVD Common Stock for
every twenty-five (25) shares of EndoSonics Common Stock held or, in the case of
options, issuable upon exercise of such options, by such stockholders and
optionholders. The date of the dividend distribution has been set for September
30, 1997. In addition, any Shares not distributed and all the Shares issued to
Seiya Nomada, Ryoichi Hatomi and Hirohisa Shinzaki may be sold by the Selling
Stockholders from time to time in transactions in the over-the-counter market,
in negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholders.
4.
<PAGE> 6
SELLING STOCKHOLDER
The following table sets forth the number of shares of Common Stock owned by
the Selling Stockholder. Except as indicated, the Selling Stockholder has not
had a material relationship with the Company within the past three years other
than as a result of the ownership of the Shares or other securities of the
Company. The Shares offered by this
Prospectus may be offered from time to time by the Selling Stockholders named
below.
<TABLE>
<CAPTION>
Number of Number of Percent of
Shares Percent of Shares Outstanding
Beneficially Outstanding Registered for Shares After
Name of Selling Stockholder Owned Shares Sale Hereby(1) Distribution
- --------------------------- ------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
Endosonics Corporation 2,979,370 32.13% 764,273 23.89%
Seiya Nomada 12,599 * 12,599 --(2)
Ryoichi Hatomi 6,299 * 6,299 --(2)
Hirohisa Shinzaki 6,299 * 6,299 --(2)
Total 3,004,567 32.40% 789,470 --(2)
========= ===== ======= ======
</TABLE>
- ----------
* Less than 1%
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable in connection with the shares registered for sale
hereby by reason of any stock divided, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Because the Selling Stockholders may offer all or some of the Shares
which they hold pursuant to the offering contemplated by this Prospectus, and
because there are currently no agreements, arrangements or understandings with
respect to the sale of any of the Shares, no estimate can be given as to the
amount of Shares that will be held by Seiya Nomada, Ryoichi Hatomi and Hirohisa
Shinzaki after completion of this offering.
5.
<PAGE> 7
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California. As of the
date of this Prospectus, a partner of Brobeck, Phleger & Harrison LLP, and a
Director of CVD beneficially owned 1,807 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of CardioVascular Dynamics, Inc.
appearing in CardioVascular Dynamics, Inc.'s Annual Report (Form 10-K/A) for the
year ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firms as experts in accounting and auditing.
6.
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration fee $ 2,000
Legal fees and expenses 15,000
Accounting fees and expenses 6,000
Miscellaneous 1,000
-------
Total $24,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VIII of the Registrant's Bylaws
provides for mandatory indemnification of its directors and officers and
permissible indemnification of employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. The Registrant's Certificate
of Incorporation provides that, pursuant to Delaware law, its directors shall
not be liable for monetary damages for breach of the directors' fiduciary duty
as directors to the Company and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Company for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its directors, a form of which was previously
filed as an exhibit to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on May 3, 1996. The Indemnification
Agreements provide the Registrant's directors with further indemnification to
the maximum extent permitted by the Delaware General Corporation Law.
ITEM 16. EXHIBITS
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of
Counsel filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on page II-3 of this Registration
Statement).
II-1
<PAGE> 9
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) 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; provided, however, that (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by (i) and
(ii) is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders, that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934.
Insofar as indemnification for liabilities arising under the Securities
Act 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 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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.
II-2
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irvine,
State of California, on this 10th day of September, 1997.
CARDIOVASCULAR DYNAMICS, INC.
By /s/ Michael R. Henson
--------------------------------
Michael R. Henson
Chief Executive Officer
II-3
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael R. Henson and Dana P. Nickell and each of
them acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Michael R. Henson Chief Executive Officer and September 10, 1997
- ----------------------------- Chairman of the Board of Directors
Michael R. Henson (Principal Executive Officer)
/s/ Dana P. Nickell Vice President, Finance and September 10, 1997
- ----------------------------- Administration, Chief Financial
Dana P. Nickell Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ Franklin Brown Director September 10, 1997
- -----------------------------
Franklin Brown
/s/ William G. Davis Director September 10, 1997
- -----------------------------
William G. Davis
/s/ Mitchell Dann Director September 7, 1997
- ------------------------------
Mitchell Dann
/s/ Gerard von Hoffman Director September 10, 1997
- -------------------------------
Gerard von Hoffmann
/s/ Edward M. Leonard Director September 4, 1997
- -------------------------------
Edward M. Leonard
</TABLE>
II-4
<PAGE> 12
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
- ------ -------------
<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the
Opinion of Counsel filed as Exhibit 5.1)
24.1 Power of Attorney (included on page II-3 of this Registration
Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
September 10, 1997
CardioVascular Dynamics, Inc.
13700 Alton Parkway
Suite 160
Irvine, CA 92618
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to CardioVascular Dynamics, Inc., a
Delaware corporation (the "Company"), in connection with the registration of
789,470 shares of the Company's Common Stock (the "Shares"), as described in the
Company's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Registration Statement").
In connection with this opinion, we have examined the
Registration Statement and related Prospectus, the Company's Restated
Certificate of Incorporation, as amended through the date hereof, the Company's
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 (the "Documents"). We are relying (without any independent
investigation thereof) upon the truth and accuracy of the statements, covenants,
representations and warranties set forth in such Documents.
On the basis of the foregoing, and in reliance thereon, we are of
the opinion that the Shares have been duly authorized, are validly issued, fully
paid and nonassessable.
<PAGE> 2
CardioVascular Dynamics, Inc. September 10, 1996
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement, the Prospectus and any further amendments thereto.
Subject to the foregoing sentence, this opinion is given as of the date hereof
solely for your benefit and may not be relied upon, circulated, quoted or
otherwise referred to for any purpose without our prior written consent.
Very truly yours,
/S/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated January 30, 1997 appearing in the
Company's Form 10-K/A for the year ended December 31, 1996 in the Registration
Statement (Form S-3) of CardioVascular Dynamics, Inc. for the registration of
789,470 shares of its common stock to be filed with the Securities and Exchange
Commission on or about September 10, 1997.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
Orange County, California
September 10, 1997
