<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1997.
Registration No. 333-
--------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act
__________________
MEDI-JECT CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1350192
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
161 Cheshire Lane, Suite 100
Minneapolis, Minnesota 55441
----------------------------
(Address of principal executive offices) (Zip code)
1996 STOCK OPTION PLAN, AS AMENDED
(Full title of plan)
______________________
Franklin Pass, M.D.
161 Cheshire Lane, Suite 100
Minneapolis, Minnesota 55441
-----------------------------
(Name and address of agent for service)
(612) 475-7700
--------------
(Telephone number, including area code, of agent for service)
____________________
Copy to:
Amy E. Ayotte
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
____________________
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 700,000(2) $3.219 $2,253,300 $683
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock as reported
by the Nasdaq National Market on November 13, 1997.
(2) The number of shares being registered represents the number of additional
shares of Common Stock that may be issued pursuant to the Medi-Ject
Corporation 1996 Stock Option Plan, as amended (the "Plan"), in addition to
500,000 shares previously registered under the Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Company's Registration Statement
on Form S-8 relating to the Plan and filed with the Securities and Exchange
Commission on January 24, 1997 (File No. 333-20389).
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Power of Attorney
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe 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 Minneapolis, State of Minnesota, on this 18th day of
November, 1997.
Medi-Ject Corporation
By: /s/ Franklin Pass, M.D.
-------------------------------------
Franklin Pass, M.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated:
Dated: November 18, 1997
SIGNATURE TITLE
--------- -----
/s/ Franklin Pass, M.D. President, Chief Executive Officer and Director
- ----------------------------
Franklin Pass, M.D. (principal executive officer)
/s/ Mark S. Derus Vice President of Finance, Chief Financial
- ----------------------------
Mark S. Derus Officer (principal financial and accounting
officer)
* Director
- ----------------------------
Kenneth Evenstad
* Director
- ----------------------------
Geoffrey Guy
* Director
- ----------------------------
Norman Jacobs
* Director
- ----------------------------
Fred Shapiro, M.D.
* Director
- ----------------------------
Peter Sjostrand
*By: /s/ Franklin Pass, M.D.
-----------------------
Franklin Pass, M.D.,
Attorney-In-Fact
-2-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------ -------
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
24 Power of Attorney
<PAGE>
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
Medi-Ject Corporation
1840 Berkshire Lane
Minneapolis, MN 55441
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Medi-Ject Corporation, a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 1,200,000
shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially
issuable upon the exercise of stock options granted pursuant to the Company's
1996 Stock Option Plan, as amended (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinion set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan under which such Shares are issued, will
be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: November 18, 1997
Very truly yours,
/s/ DORSEY & WHITNEY LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
- ----------------------------------
The Board of Directors
Medi-Ject Corporation:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
November 18, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Franklin Pass, M.D. and Mark S.
Derus, and each of them, his true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to execute a Registration Statement on Form
S8 to be filed under the Securities Act of 1933, as amended, relating to Medi-
Ject Corporation's 1996 Stock Option Plan, as amended, and any and all post-
effective amendments thereto, and to file the 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 full power and
authority to do and perform to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: November 18, 1997 /s/ Kenneth Evenstad
--------------------------------------
Kenneth Evenstad
/s/ Geoffrey Guy
--------------------------------------
Geoffrey Guy
/s/ Norman Jacobs
--------------------------------------
Norman Jacobs
/s/ Fred Shapiro, M.D.
--------------------------------------
Fred Shapiro, M.D.
/s/ Peter Sjostrand
--------------------------------------
Peter Sjostrand
/s/ Franklin Pass, M.D.
--------------------------------------
Franklin Pass, M.D.
/s/ Mark S. Derus
--------------------------------------
Mark S. Derus
