<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
NITINOL MEDICAL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-4090463
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
27 WORMWOOD STREET, BOSTON, MASSACHUSETTS 02210-1625
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
1994 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1997 EMPLOYEE STOCK PURCHASE PLAN
NONSTATUTORY STOCK OPTIONS
- --------------------------------------------------------------------------------
(Full title of the plans)
THOMAS M. TULLY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NITINOL MEDICAL TECHNOLOGIES, INC.
27 WORMWOOD STREET, BOSTON, MASSACHUSETTS 02210-1625
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(617) 737-0930
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
---------
THEODORE I. PINCUS STEVEN D. SINGER, ESQ.
NITINOL MEDICAL TECHNOLOGIES, INC. HALE AND DORR LLP
27 WORMWOOD STREET 60 STATE STREET
BOSTON, MASSACHUSETTS 02210-1625 BOSTON, MASSACHUSETTS 02109
(617) 737-0930 (617) 526-6000
Exhibit Index is on Page 8
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED (#) SHARE ($) PRICE ($) FEE ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 126,313 shares $ 1.14(1) $ 143,966.82 $ 43.64
STOCK OPTION PLAN 101,105 shares 2.15(1) 217,375.75 65.87
Common Stock 55,787 shares 3.19(1) 177,960.53 53.93
(Par Value $.001) 13,420 shares 6.95(1) 93,269.00 28.26
7,591 shares 8.93(1) 67,787.63 20.54
11,573 shares 15.81(2) 182,969.13 55.46
- -------------------------------------------------------------------------------------------------------
1996 10,526 shares 8.93(1) 93,997.18 28.48
STOCK OPTION PLAN 40,750 shares 10.50(1) 427,875.00 129.66
Common Stock 179,000 shares 10.00(1) 1,790,000.00 542.42
(Par Value $.001) 1,500 shares 11.50(1) 17,250.00 5.23
27,500 shares 11.75(1) 323,125.00 97.92
12,000 shares 10.63(1) 127,560.00 38.65
7,500 shares 10.88(1) 81,600.00 24.73
6,500 shares 8.25(1) 53,625.00 16.25
314,724 shares 15.81(2) 4,975,786.40 1,507.81
- -------------------------------------------------------------------------------------------------------
1996 STOCK OPTION PLAN FOR 30,000 shares 10.50(1) 315,000.00 95.45
NON-EMPLOYEE DIRECTORS 10,000 shares 9.88(1) 98,800.00 29.94
Common Stock 110,000 shares 15.81(2) 1,739,100.00 527.00
(Par Value $.001)
- -------------------------------------------------------------------------------------------------------
1997 EMPLOYEE 90,000 shares 15.81(2) 1,422,900.00 431.18
STOCK PURCHASE PLAN
Common Stock
(Par Value $.001)
- -------------------------------------------------------------------------------------------------------
DIRECTOR 78,945 shares 0.76(1) 59,998.20 18.18
AND OFFICER 118,416 shares 1.14(1) 134,994.24 40.91
NONSTATUTORY STOCK 956,567 shares 2.15(1) 2,056,619.00 623.22
OPTIONS 194,055 shares 6.95(1) 1,348,682.20 408.69
Common Stock
(Par Value ($.001)
- -------------------------------------------------------------------------------------------------------
TOTAL 2,503,772 shares $15,908,271.84 $4,833.42
- -------------------------------------------------------------------------------------------------------
</TABLE>
ii
<PAGE>
(1) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h)(1) under the Securities Act
of 1933, the aggregate offering price and the fee have been computed upon
the basis of the price at which the options may be exercised.
(2) Price estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, and based
on the average of the high and low prices of the Registrant's Common Stock
on July 18, 1997, as quoted on the Nasdaq National Market.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and relates to the Registrant's Common Stock offered
pursuant to the Company's 1994 Stock Option Plan, 1996 Stock Option Plan, 1996
Stock Option Plan for Non-Employee Directors, 1997 Employee Stock Purchase Plan
and Nonstatutory Stock Options granted to directors and officers of the
Registrant pursuant to agreements dated between December 15, 1993 and June 6,
1996.
iii
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the 1994 Stock Option Plan, 1996 Stock Option Plan, 1996
Stock Option Plan for Non-Employee Directors, 1997 Employee Stock Purchase Plan
and the recipients of nonstatutory stock options granted pursuant to agreements
dated December 15, 1993, May 31, 1994, October 13, 1995, December 21, 1995,
February 1, 1996, February 14, 1996, February 26, 1996, April 16, 1996, May 6,
1996 and June 6, 1996, of Nitinol Medical Technologies, Inc. (the "Registrant")
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains, either directly or
by incorporation by reference, audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports
or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, par value
$.001 per share ("Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
-1-
<PAGE>
Item 6. Indemnification.
---------------
Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that:
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter
a "proceeding"), by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Registrant or any of its
direct or indirect subsidiaries or is or was serving at the request of
the Registrant as a director, officer, employee, or agent of any other
corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee, or agent or in any other capacity while serving as a
director, officer, employee, or agent, shall be indemnified and held
harmless by the Registrant to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Registrant to provide broader
indemnification rights than permitted prior thereto), against all
expense, liability, and loss (including attorneys' fees, judgments,
fines, excise or other taxes assessed with respect to an employee
benefit plan, penalties, and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith, and
such indemnification shall continue as to an indemnitee who has ceased
to be a director, officer, employee, or agent and shall inure to the
benefit of the indemnitee's heirs, executors, and administrators;
provided, however, that, except as provided in Paragraph C below with
respect to proceedings to enforce rights to indemnification, the
Registrant shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors
of the Registrant.
B. The right to indemnification conferred in Paragraph A above shall
include the right to be paid by the Registrant the expenses incurred
in defending any proceeding for which such right to indemnification is
applicable in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the Delaware
General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Registrant of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further
right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under
Article NINTH or otherwise.
C. The rights to indemnification and to the advancement of expenses
conferred in Paragraphs A and B above shall be contract rights. If a
claim under Paragraph A or B above is not paid in full by the
Registrant within sixty days after a written claim has been received
by the Registrant, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, the
indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by
-2-
<PAGE>
the Registrant to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit. In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by an indemnitee to enforce a
right to an advancement of expenses) it shall be a defense that the
indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law, and (ii) any suit by
the Registrant to recover an advancement of expenses pursuant to the
terms of an undertaking, the Registrant shall be entitled to recover
such expenses upon a final adjudication that the indemnitee has not
met any applicable standard for indemnification set forth in the
Delaware General Corporation Law. Neither the failure of the
Registrant (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to
the commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Registrant
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard
of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to
an advancement of expenses hereunder, or by the Registrant to recover
an advancement of expenses pursuant to the terms of an undertaking,
the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under Article NINTH
or otherwise, shall be on the Registrant.
D. The rights to indemnification and to the advancement of expenses
conferred in Article NINTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Registrant's certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the
Corporation or another corporation, partnership, joint venture, trust,
or other enterprise against any expense, liability, or loss, whether
or not the Corporation would have the power to indemnify such person
against such expense, liability, or loss under the Delaware General
Corporation Law.
F. The Corporation's obligation, if any, to indemnify any person who was
or is serving as a director, officer, employee, or agent of any direct
or indirect subsidiary of the Corporation or, at the request of the
Corporation, of any other corporation or of a partnership, joint
venture, trust, or other enterprise shall be reduced by any amount
such person may collect as indemnification from such other
corporation, partnership, joint venture, trust, or other enterprise.
G. Any repeal or modification of the provisions of Article NINTH shall
not adversely affect any right or protection under Article NINTH of
any person in respect of any act or omission occurring prior to the
time of such repeal or modification.
Article TENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that:
No director of the Corporation shall be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision does not
-3-
<PAGE>
eliminate the liability of the director (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or
(iv) for any transaction from which the director derived an improper personal
benefit. For purposes of the prior sentence, the term "damages" shall, to the
extent permitted by law, include without limitation, any judgment, fine, amount
paid in settlement, penalty, punitive damages, excise or other tax assessed with
respect to an employee benefit plan, or expense of any nature (including,
without limitation, counsel fees and disbursements). Each person who serves as a
director of the Corporation while Article TENTH is in effect shall be deemed to
be doing so in reliance on the provisions of Article TENTH, and neither the
amendment or repeal of Article TENTH, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with Article TENTH, shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for, arising out of, based upon, or in connection with any acts or
omissions of such director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision. The provisions of Article TENTH are
cumulative and shall be in addition to and independent of any and all other
limitations on or eliminations of the liabilities of directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
------------
1. The Registrant hereby undertakes:
(a) 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
-4-
<PAGE>
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (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 those paragraphs
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.
(b) 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.
(c) 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.
2. The 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 in the initial bona fide offering thereof.
3. 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 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.
-5-
<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 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 Boston, Commonwealth of Massachusetts on the 21/st/
day of July, 1997.
NITINOL MEDICAL TECHNOLOGIES, INC.
By: /s/ Thomas M. Tully
---------------------
Thomas M. Tully
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Nitinol Medical Technologies,
Inc. hereby severally constitute and appoint Thomas M. Tully, Theodore I. Pincus
and Steven D. Singer, Esq., and each of them singly, our true and lawful
attorneys with full power to them, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Nitinol Medical Technologies, Inc. to comply
with the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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 dates indicated.
Signature Title
--------- -----
/s/ Thomas M. Tully President, July 21, 1997
- --------------------- Chief Executive Officer
Thomas M. Tully and Director
(Principal Executive Officer)
-6-
<PAGE>
/s/ Theodore I. Pincus Executive Vice President July 18, 1997
- ---------------------- and Chief Financial Officer
Theodore I. Pincus (Principal Financial Officer
and Principal Accounting
Officer)
/s/ C. Leonard Gordon Director July 14, 1997
- ---------------------
C. Leonard Gordon
/s/ Morris Simon, M.D. Director July 21, 1997
- ----------------------
Morris Simon, M.D.
/s/ Michael C. Brooks Director July 21, 1997
- ---------------------
Michael C. Brooks
/s/ R. John Fletcher Director July 9, 1997
- ---------------------
R. John Fletcher
/s/ Jeffrey R. Jay, M.D. Director July 18, 1997
- ------------------------
Jeffrey R. Jay, M.D.
/s/ Robert A. Van Tassel, M.D. Director July 11, 1997
- ------------------------------
Robert A. Van Tassel, M.D.
-7-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
*4.1 Amended and Restated Certificate of Incorporation
*4.2 Amended and Restated By-Laws
*4.3 Form of Common Stock Certificate
5 Opinion of Hale and Dorr LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
__________________________
* Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, File No. 33-06463, which was originally
filed with the Commission on June 20, 1996 and is incorporated herein by
reference.
-8-
<PAGE>
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . fax 617-526-5000
Exhibit 5
July 21, 1997
Nitinol Medical Technologies, Inc.
27 Wormwood Street
Boston, Massachusetts 02210-1625
Re: 1994 Stock Option Plan
1996 Stock Option Plan
1996 Stock Option Plan for Non-Employee Directors
1997 Employee Stock Purchase Plan
Nonstatutory Stock Options
--------------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to an aggregate of 2,503,772 shares of Common Stock, $.001
par value per share (the "Shares"), of Nitinol Medical Technologies, Inc., a
Delaware corporation (the "Company"), issuable under the Company's 1994 Stock
Option Plan, 1996 Stock Option Plan, 1996 Stock Option Plan for Non-Employee
Directors and 1997 Employee Stock Purchase Plan (the "Plans") and to the
recipients of nonstatutory stock options pursuant to agreements dated between
December 15, 1993 and June 6, 1996 (the "Agreements").
We have examined the Amended and Restated Certificate of Incorporation of the
Company, the Amended and Restated By-laws of the Company, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, photostatic or facsimile copies, and the authenticity of the
originals of any such documents.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized for issuance under the Plans or the Agreements, as the
case may be, and the Shares, when issued and paid for in accordance with the
terms of the Plans or the Agreements, as the case may be, and at a price per
share in excess of the par value per share for such Shares, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
This opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
Washington, DC Boston, MA London, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
Nitinol Medical Technologies, Inc.
July 21, 1997
Page 2
Please note that we are opining only as to matters expressly set forth herein,
and no opinion should be inferred as to any other matters.
Very truly yours,
/S/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Nitinol Medical Technologies, Inc.,
on Form S-8 of our report dated February 17, 1997 included in Nitinol Medical
Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1996 and to all references to our firm included in this Registration Statement.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 21, 1997
