<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
XOMED SURGICAL PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1393528
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6743 SOUTHPOINT DRIVE NORTH
JACKSONVILLE, FLORIDA 32216
(904) 296-9600
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------
JAMES T. TREACE
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
XOMED SURGICAL PRODUCTS, INC.
6743 SOUTHPOINT DRIVE NORTH
JACKSONVILLE, FLORIDA 32216
(904) 296-9600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
STEVEN J. GARTNER WALTER G. LOHR, JR.
WILLKIE FARR & GALLAGHER HOGAN & HARTSON L.L.P.
787 SEVENTH AVENUE 111 SOUTH CALVERT STREET
NEW YORK, NEW YORK 10019 BALTIMORE, MARYLAND 21202
(212) 728-8000 (410) 659-2700
------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
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: [ ]
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] 333-53625
---------
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. [ ]
<TABLE>
<CAPTION>
============================================================================================================
Title of Securities Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered Offering Price Per Aggregate Offering Registration
Share Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 230,000 $30.50 $7,015,000 $2,069.43
value per share
=============================================================================================================
</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed to register 230,000 shares of
Common Stock, $.01 par value per share, of Xomed Surgical Products, Inc., a
Delaware corporation (the "Registrant"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registrant's earlier
effective registration statement (Registration No. 333-53625) is incorporated
herein by reference.
The required opinions and consents are listed on the Exhibit Index attached
hereto and filed herewith.
<PAGE>
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
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN JACKSONVILLE, FLORIDA ON JULY 15, 1998.
Xomed Surgical Products, Inc.
By: /s/ Thomas E. Timbie
_________________________________
Name:Thomas E. Timbie
Title:Vice President, Finance and
Chief Financial Officer
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 DATES INDICATED.
SIGNATURES TITLE DATE
* President, Chief July 15, 1998
- ------------------------------------- Executive Office
JAMES T. TREACE and Chairman of the
Board of Directors
(Principal
Executive Officer)
/s/ Thomas E. Timbie Vice President, July 15, 1998
- ------------------------------------- Finance and Chief
THOMAS E. TIMBIE Financial Officer
(Principal
Financial and
Accounting Officer)
* Director July 15, 1998
- -------------------------------------
RICHARD B. EMMITT
II-1
<PAGE>
SIGNATURES TITLE DATE
* Director July 15, 1998
- -------------------------------------
WILLIAM R. MILLER
* Director July 15, 1998
- -------------------------------------
RODMAN W. MOORHEAD, III
* Director July 15, 1998
- -------------------------------------
JAMES E. THOMAS
* Director July 15, 1998
- -------------------------------------
ELIZABETH H. WEATHERMAN
Thomas E. Timbie, by signing his name below, signs this document on behalf
of each of the above-named persons specified by an asterisk (*), pursuant to a
power of attorney duly executed by such persons, filed with the Securities and
Exchange Commission in the Registrant's Registration Statement on Form S-3
(Registration No. 333-53625) on May 26, 1998.
*By: /s/ Thomas E. Timbie
________________________________
THOMAS E. TIMBIE
ATTORNEY-IN-FACT
II-2
<PAGE>
EXHIBIT INDEX
Exhibit No. DESCRIPTION
- ----------- -----------
5 Opinion of Willkie Farr & Gallagher as to the legality of the
Common Stock (included as Exhibit No. 5 to Registrant's earlier
effective registration statement (Registration No. 333-53625)).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (included in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page to Registrant's
earlier effective registration statement (Registration No.
333-53625)).
<PAGE>
Exhibit 23.1
------------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement filed
pursuant to Rule 462(b) dated July 15, 1998, of our report dated February 16,
1998, with respect to the consolidated financial statements of Xomed Surgical
Products, Inc. for the year ended December 31, 1997, included in the Company's
Registration Statement on Form S-3 (Registration No. 333-53625) and to the
reference to our firm under the caption "Experts" and "Selected Consolidated
Financial Data" in the related Prospectus. We also consent to the incorporation
by reference therein of our report dated February 16, 1998, with respect to the
consolidated financial statements of Xomed Surgical Products, 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
---------------------
Jacksonville, Florida
July 10, 1998
