<PAGE>
As filed with the Securities and Exchange Commission on September 25, 1996
Registration No. 333-06463
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NITINOL MEDICAL TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3841 95-4090463
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
CODE NUMBER)
263 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(617) 737-0930
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THOMAS M. TULLY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
263 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(617) 737-0930
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
STEPHEN H. KAY, ESQ. SQUADRON, TIMOTHY G. MASSAD, ESQ. CRAVATH,
ELLENOFF, PLESENT & SHEINFELD, LLP 551 SWAINE & MOORE 825 EIGHTH AVENUE NEW
FIFTH AVENUE NEW YORK, NEW YORK 10176 YORK, NEW YORK 10019 (212) 474-1000
(212) 661-6500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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. [_]
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. [_]
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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 WHICH 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.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF BOSTON, COMMONWEALTH OF MASSACHUSETTS, ON SEPTEMBER 25, 1996.
NITINOL MEDICAL TECHNOLOGIES, INC.
/s/ THOMAS M. TULLY
By: _________________________________
Thomas M. Tully
Chief Executive Officer,
President and Director
IN ACCORDANCE WITH 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 STATED.
SIGNATURES TITLE DATE
/s/ Thomas M. Tully Chief Executive
- ------------------------------------- Officer, President September 25,
THOMAS M. TULLY and Director 1996
(Principal
Executive Officer)
/s/ Theodore I. Pincus Executive Vice
- ------------------------------------- President and Chief September 25,
THEODORE I. PINCUS Financial Officer 1996
(Principal
Financial and
Accounting Officer)
* Scientific Director
- ------------------------------------- and Director September 25,
MORRIS SIMON, M.D. 1996
* Chairman of the
- ------------------------------------- Board and Director September 25,
C. LEONARD GORDON 1996
* Director
- ------------------------------------- September 25,
MICHAEL C. BROOKS 1996
* Director
- ------------------------------------- September 25,
ROBERT G. BROWN 1996
II-7
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SIGNATURES TITLE DATE
* Director
- ------------------------------------- September 25,
R. JOHN FLETCHER 1996
* Director
- ------------------------------------- September 25,
JEFFREY R. JAY, M.D. 1996
/s/ Thomas M. Tully
*By: ________________________________
AS ATTORNEY-IN-FACT
II-8
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION OF EXHIBIT NUMBER
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<C> <S> <C>
1 -- Form of Underwriting Agreement. (1)
3.1 -- Amended and Restated Certificate of Incorporation. (1)
3.1.1 -- Certificate of Amendment of the Amended and Restated
Certificate of Incorporation.
3.2 -- Amended and Restated By-laws. (1)
4.1 -- Form of Common Stock Certificate. (1)
5.1 -- Revised Opinion of Squadron, Ellenoff, Plesent &
Sheinfeld, LLP.
10.1 -- Stock Purchase Agreement by and among the Company, Whitney
Equity Partners, L.P., Boston Scientific Corporation, David
J. Morrison, Corporate Decisions, Inc., dated as of
February 16, 1996. (1)
10.2 -- Registration Rights Agreement by and among the Company,
Whitney Equity Partners, L.P., Boston Scientific
Corporation, David J. Morrison, Corporate Decisions, Inc.,
dated as of February 16, 1996. (1)
10.3 -- Agreement and Plan of Merger by and among the Company, NMT
Heart, Inc., InnerVentions, Inc. and Fletcher Spaght, Inc.,
dated as of January 25, 1996. (1)
10.4 -- Stock Purchase Warrant by and between the Company and
Fletcher Spaght, Inc., dated February 14, 1996. (1)
10.5 -- Pledge Agreement by and between the Company and Fletcher
Spaght, Inc., dated February 14, 1996. (1)
10.6 -- Registration Rights Agreement by and between the Company
and Fletcher Spaght, Inc., dated as of February 14, 1996.
(1)
10.7 -- Distribution Agreement by and between the Company and the
Bard Radiology division of C.R. Bard, Inc., dated May 19,
1992, as amended on February 1, 1993 and October 1, 1995.
(1) (2)
10.8 -- International Distribution Agreement by and between the
Company and Bard International, Inc., dated as of November
30, 1995. (1) (2)
10.9 -- License and Development Agreement by and between the
Company and Boston Scientific Corporation, dated as of
November 22, 1994. (1) (2)
10.10 -- Manufacturing Agreement by and between the Company and
Lake Region Manufacturing Company, Inc., dated February 15,
1996. (1) (2)
10.11 -- Technology Purchase Agreement by and between the Company
and Morris Simon, M.D., dated as of April 14, 1987. (1) (2)
10.12 -- Asset and Technology Donation and Transfer Agreement by
and between C.R. Bard, Inc. and Children's Medical Center
Corporation dated as of May 12, 1995. (1)
10.13 -- Stock Transfer Agreement by and between Children's Medical
Center Corporation and InnerVentions, Inc., dated as of
June 19, 1995. (1)
10.14 -- License Agreement by and between Children's Medical Center
Corporation and InnerVentions, Inc., dated June 19, 1995.
(1) (2)
10.15 -- Sublicense Agreement by and between Children's Medical
Center Corporation and InnerVentions, Inc., dated June 19,
1995. (1)
10.16 -- Assignment Agreement by and between the Company and The
Beth Israel Hospital Association, dated June 30, 1994. (1)
10.17 -- License Agreement by and between the Company and Lloyd A.
Marks, dated as of
April 15, 1996. (1) (2)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION OF EXHIBIT NUMBER
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<C> <S> <C>
10.18 -- Share Purchase Warrant by and between the Company and
Lloyd A. Marks, dated
April 15, 1996. (1)
10.19 -- Registration Rights Agreement by and between the Company
and Lloyd A. Marks, dated as of April 15, 1996. (1)
10.20 -- Employment Agreement by and between the Company and Thomas
M. Tully, dated February 13, 1996. (1)
10.21 -- Registration Rights Agreement by and between the Company
and Thomas M. Tully, dated as of February 13, 1996. (1)
10.22 -- Employment Agreement by and between the Company and David
Chazanovitz, dated February 13, 1996, as amended as of June
15, 1996. (1)
10.22.1 -- Amendment to Employment Agreement by and between the
Company and David Chazanovitz, dated July 9, 1996. (1)
10.23 -- Employment Agreement by and between the Company and Jason
Harry, dated as of
July 1, 1994. (1)(2)
10.24 -- Employment Agreement by and between the Company and
Stephen J. Kleshinski, dated July 22, 1993, as supplemented
by agreement dated as of June 1, 1994. (1)(2)
10.25 -- Employment Agreement by and between the Company and
Theodore I. Pincus, dated as of May 17, 1996. (1)
10.26 -- Form of Registration Rights Agreement between the Company
and certain of its existing stockholders, dated as of
February 14, 1996. (1)
10.27 -- Agreement of Lease by and between the Company and the
Trustees of Wormwood Realty, dated as of May 8, 1996. (1)
10.28 -- Company 1994 Stock Option Plan. (1)
10.29 -- Company 1996 Stock Option Plan. (1)
10.30 -- Company 1996 Stock Option Plan for Non-Employee Directors.
(1)
10.31 -- Registration Rights Agreement between the Company and
Junewicz & Co., Inc. dated as of February 16, 1996. (1)
10.32 -- Registration Rights Agreement between the Company and
Furman Selz, LLC, dated as of February 16, 1996. (1)
11.1 -- Statement re: Company's Earnings Per Share. (1)
23.1 -- Consent of Arthur Andersen LLP. (1)
23.2 -- Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
(contained in the opinion filed as Exhibit 5.1).
23.3 -- Consent of Sixbey, Friedman, Leedom & Ferguson. (1)
24.1 -- Power of Attorney (included on the signature page to the
Registration Statement which has been previously filed).
(1)
27.1 -- Financial Data Schedule. (1)
</TABLE>
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(1) Previously filed.
(2) Confidential treatment requested.
<PAGE>
EXHIBIT 3.1.1
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NITINOL MEDICAL TECHNOLOGIES, INC.
Nitinol Medical Technologies, Inc., a Delaware corporation (the
"Corporation") does hereby certify that, in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware, the
following amendment to the Amended and Restated Certificate of Incorporation of
the Corporation was duly adopted and approved by all of the directors of the
Corporation by duly executed unanimous written consent dated as of September 6,
1996, and by the holders of a majority of each class of stock of the Corporation
entitled to vote thereon by a majority written consent dated as of September 6,
1996:
(a) The definition of "Qualified Public Offering" set forth
-------------------------
in article FIFTH Section C of the Amended and Restated Certificate of
Incorporation of the Corporation shall be amended to read as follows:
"Qualified Public Offering" means an Initial Public
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Offering by the Corporation with Gross Cash Proceeds to the Corporation in
excess of $22,000,000.
NITINOL MEDICAL TECHNOLOGIES, INC.
By: /s/ Thomas M. Tully
------------------------------
Thomas M. Tully
President and Chief
Executive officer
<PAGE>
EXHIBIT 5.1
[Squadron, Ellenoff, Plesent & Sheinfeld, LLP Letterhead]
September 24, 1996
Nitinol Medical Technologies, Inc.
263 Summer Street
Boston, Massachusetts 02210
Re: Registration Statement on Form S-1 (Registration No. 333-06463)
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Ladies and Gentlemen:
You have requested our opinion, as counsel for Nitinol Medical
Technologies, Inc., a Delaware corporation (the "Company"), in connection with
the registration statement on Form S-1 (No. 333-06463), as amended (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the offering by the Company of
3,000,000 shares of common stock, par value $.001 per share, of the Company (the
"Common Stock"), and up to 450,000 shares of Common Stock to be issued solely to
cover over-allotments (collectively, the "Shares").
We have examined such records and documents and made such examinations of
law as we have deemed relevant in connection with this opinion. Based upon such
examinations, it is our opinion that when there has been compliance with the Act
and the applicable state securities laws, the Shares to be sold by the Company,
when issued, delivered, and paid for in the manner described in the form of
Underwriting Agreement filed as Exhibit 1 to the Registration Statement, will be
validly issued, and the Shares, when so issued, delivered and paid for will also
be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Squadron, Ellenoff,
Plesent & Sheinfeld, LLP
