<PAGE> 1
As Filed With the Securities and Exchange Commission on July 17, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
------------------------
FORM S-8
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 No.)
13700 ALTON PARKWAY, SUITE 160, IRVINE, CALIFORNIA 92618
(Address of Principal Executive Offices) (Zip Code)
------------------------
1996 STOCK OPTION/STOCK ISSUANCE PLAN
(AS AMENDED AND RESTATED AS OF APRIL 8, 1997 AND MARCH 12, 1998)
(Full title of the plan)
------------------------
Stephen Kroll
Chief Financial Officer
CardioVascular Dynamics, Inc.
13700 Alton Parkway, Suite 160
Irvine, California 92618
(Name and address of agent for service)
(714) 457-9546
(Telephone number, including area code, of agent for service)
Copy to:
Lawrence Cohn
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered (1) Offering Aggregate Registration Fee
Price Per Share (2) Offering Price (2)
=====================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 200,000
$0.001 par value shares $5.625 $1,125,000 $331.88
=====================================================================================================
</TABLE>
(1) Includes any additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the CardioVascular
Dynamics, Inc. 1996 Stock Option/Stock Issuance Plan (as Amended and
Restated as of April 8, 1997 and March 12, 1998) (the "Plan"). An aggregate
of 1,900,000 shares issuable under the Plan were registered previously:
1,200,000 shares were registered on Form S-8 (Registration No. 333-07959),
filed as of July 11, 1996; and 700,000 shares were registered on Form S-8
(Registration No. 333-42161), filed as of December 12, 1997.
(2) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h), upon the basis of the price of securities of
the same class, as determined in accordance with Rule 457(c), using the
average of the high and low prices reported on the Nasdaq National Market
for the Common Stock on July 13, 1998, which was $5.625 per share.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the CardioVascular Dynamics, Inc.
1996 Stock Option/Stock Issuance Plan (as Amended and Restated as of April 8,
1997 and March 12, 1998) (the "Plan"). The Plan was amended by the Registrant's
Board of Directors on April 8, 1997 and March 12, 1998, subject to stockholder
approval, which was obtained at the Registrant's Annual Meeting of Stockholders
held on May 16, 1997 and May 19, 1998, respectively. As currently amended,
2,100,000 shares of Common Stock are available for grant under the Plan.
Initially, an aggregate of 1,200,000 shares of Common Stock were available for
grant or award under the Plan, which shares were registered on From S-8
(Registration No. 333-07959), filed as of July 11, 1996. Pursuant to the April
8, 1997 amendment, 700,000 additional shares of Common Stock were available for
grant or award under the Plan, which shares were registered on Form S-8
(Registration No. 333-42161), filed as of December 12, 1997. This registration
statement covers the additional 200,000 shares of Common Stock issuable under
the Plan.
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The contents of the following documents are incorporated herein by
reference:
(a) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-42161), filed as of December 12, 1997.
(b) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-07959), filed as of July 11, 1996.
Item 8. Exhibits.
- ------------------
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, independent auditors, with
respect to the consolidated financial statements of the
Registrant.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
</TABLE>
<PAGE> 3
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 Irvine, State of California, on July 10, 1998.
CARDIOVASCULAR DYNAMICS, INC.
By: /s/ Jeffrey F. O'Donnell
------------------------------
Jeffrey F. O'Donnell
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of CardioVascular Dynamics,
Inc., do hereby constitute and appoint Jeffrey F. O'Donnell and Stephen Kroll,
and each of them, our true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
such attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey F. O'Donnell Chief Executive Officer July 10, 1998
- ------------------------------------ (Principal Executive Officer)
Jeffrey F. O'Donnell
/s/ Stephen Kroll Chief Financial Officer July 10, 1998
- ------------------------------------ (Principal Financial Officer)
Stephen Kroll
/s/ David Richards Controller July 10, 1998
- ------------------------------------ (Principal Accounting Officer)
David Richards
</TABLE>
S-1
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Michael R. Henson Chairman of the Board July 10, 1998
- ------------------------------------ of Directors
Michael R. Henson
/s/ William G. Davis Director July 10, 1998
- ------------------------------------
William G. Davis
/s/ Franklin D. Brown Director July 10, 1998
- ------------------------------------
Franklin D. Brown
/s/ Edward M. Leonard Director July 10, 1998
- ------------------------------------
Edward M. Leonard
/s/ Gerard von Hoffmann Director July 10, 1998
- ------------------------------------
Gerard von Hoffmann
</TABLE>
S-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors, with
respect to the consolidated financial statements of the
Registrant.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
July 10, 1998
CardioVascular Dynamics, Inc.
13700 Alton Parkway, Suite 160
Irvine, CA 92618
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by CardioVascular Dynamics,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of 200,000 shares of the Company's common stock, $.001 par value
("Common Stock"), issuable under the 1996 Stock Option/Stock Issuance Plan (As
Amended and Restated as of April 8, 1997 and March 12, 1998) (the "Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 200,000 shares of
Common Stock to be issued under the Plan against full payment in accordance with
the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ STRADLING YOCCA CARLSON & RAUTH
<PAGE> 1
EXHIBIT 23.2
FROM -- ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Stock Option/Stock Issuance Plan (as amended
and restated as of April 8, 1997 and March 12, 1998) of CardioVascular
Dynamics, Inc. of our report dated January 29, 1998 with respect to the
consolidated financial statements and schedule of CardioVascular Dynamics, Inc.
included in its Annual Report Form 10-K for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
July 10, 1998
