<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
CARDIMA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-3177883
(State of incorporation) (I.R.S. Employer Identification No.)
47266 BENICIA STREET
FREMONT, CA 94538
(Address of principal executive offices)
_______________________
1997 EMPLOYEE STOCK PURCHASE PLAN
1993 STOCK OPTION PLAN
1997 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
_______________________
PHILLIP C. RADLICK, Ph.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CARDIMA, INC.
47266 BENICIA STREET
FREMONT, CA 94538
(510) 354-0300
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Arnold E. Brown, II
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
(415) 854-4488
Page 1 of 8 Pages
Exhibit Index on Page 8
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Maximum Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered(1) Share Price Fee
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<S> <C> <C> <C> <C>
1997 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.001 par value..................... 250,000 Shares $5.96875(2) $ 1,492,188 $ 452
1993 STOCK OPTION PLAN
Common Stock,
$0.00l par value..................... 862,332 Shares $ 1.31(3) $ 1,129,655 $ 342
Common Stock,
$0.001 par value..................... 1,937,668 Shares $5.96875(4) $11,565,456 $3,505
1997 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$0.00l par value..................... 200,000 Shares $5.96875(4) $ 1,193,750 $ 362
TOTAL 3,250,000 Shares $15,381,049 $4,662
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</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock. In
addition, this Registration Statement also covers 1,500,000 additional
shares of Common Stock that will become issuable under the 1993 Stock
Option Plan pursuant to a provision that provides that the number of shares
authorized under the Plan will automatically increase on the first trading
day of the 1998, 1999, 2000, 2001, and 2002 calendar years by an amount
equal to 3% of the number of shares of Common Stock outstanding on December
31 of the immediately preceding calendar year, provided that no such annual
increase shall exceed 300,000 shares.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
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registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The Nasdaq National
Market on July 28, 1997, multiplied by 85%, which is the percentage of the
trading purchase price applicable to purchases under the referenced Plan.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. The computation with
respect to issued options is based upon the weighted average per share
exercise price (rounded to nearest cent) of outstanding options under the
referenced plan as of July 28, 1997.
(4) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the Common Stock as reported on the Nasdaq National Market on
July 28, 1997.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
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(a) The Registrant's Prospectus filed on June 6, 1997, pursuant to Rule
424(b) of the Securities Act, which contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.
(b) Not Applicable.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on April
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23, 1997, 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 securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VII, Section 6 of the Registrant's Bylaws provides for mandatory indemnification
of its directors and permissible indemnification of officers and employees to
the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages to the Registrant
and its stockholders for breach of the directors' fiduciary duty. This
provision in the Certificate of Incorporation does not eliminate the directors'
fiduciary duty, and in appropriate circumstances equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to a
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors which
provide such officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
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<PAGE>
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (see p. 7).
10.1* 1997 Employee Stock Purchase Plan
10.2* 1993 Stock Option Plan
10.3* 1997 Directors' Stock Option Plan
_______________
* Incorporated by reference to the identically numbered exhibits filed with
Registrant's Registration Statement on Form S-1 (Registration No. 333-23209),
which became effective on June 5, 1997.
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<PAGE>
Item 9. UNDERTAKINGS.
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for purposes 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.
(3) 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.
The undersigned 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 the initial bona
fide offering thereof.
Insofar as the 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
[Signature Pages Follow]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cardima, Inc., a corporation organized and existing under the laws of the State
of Delaware, 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 Fremont, State of California, on this July 30,
1997.
Cardima, Inc.
By: /s/ Ronald E. Bourquin
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Ronald E. Bourquin
Vice President and Chief Financial Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Phillip C. Radlick, Ph.D., and Ronald E.
Bourquin, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his or
her name, place or stead, in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting to each attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he or she might or
could do in person, and ratifying and confirming all that the attorney-in-facts
and agents, or his or her substitute or substitutes, may 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S>
<C> <C>
/s/ Phillip C. Radlick, Ph.D. President, Chief Executive Officer July 30, 1997
- -------------------------------- and Director (Principal Executive
Phillip C. Radlick, Ph.D. Officer)
/s/ Ronald E. Bourquin Vice President and Chief Financial July 30, 1997
- -------------------------------- Officer (Principal Financial and
Ronald E. Bourquin Accounting Officer)
/s / Gabriel B. Vegh Director July 30, 1997
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Gabriel B. Vegh
/s/ Joseph S. Lacob Director July 30, 1997
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Joseph S. Lacob
/s/ Michael J.F. Du Cros Director July 30, 1997
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Michael J.F. Du Cros
/s/ Neal Moszkowski Director July 30, 1997
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Neal Moszkowski
/s/ Charles P. Waite, Jr. Director July 30, 1997
- --------------------------------
Charles P. Waite, Jr.
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
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5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (see p. 7).
<PAGE>
EXHIBIT 5.1
July 30, 1997
Cardima, Inc.
47266 Benicia Street
Fremont, CA 94538
REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") filed by you with the Securities and Exchange
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Commission (the "Commission") on July 30, 1997, in connection with the
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registration under the Securities Act of 1933, as amended, of a total of
3,250,000 shares of your Common Stock (the "Shares") reserved for issuance under
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the 1997 Employee Stock Purchase Plan, the 1993 Stock Option Plan, as amended
through May 2, 1997, and the 1997 Directors' Stock Option Plan. As your counsel
in connection with this transaction, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the 1997 Employee Stock Purchase Plan, the 1993 Stock Option
Plan and the 1997 Directors' Stock Option Plan, of our report dated February 21,
1997 (except Note 7, as to which the date is March 12, 1997), with respect to
the financial statements of Cardima, Inc., included in its Registration
Statement (Form S-1 No. 333-23209) and the related prospectus dated June 5, 1997
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
July 30, 1997
