<PAGE>
As filed with the Securities and Exchange Commission on June 2, 2000
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.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 94-3177883
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47266 Benicia Street
Fremont, California 94538
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(Address of Principal Executive Offices) (Zip Code)
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CARDIMA, INC. 1993 STOCK OPTION PLAN
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(Full title of the plan)
Copy to:
PHILLIP C. RADLICK, Ph.D. THOMAS E. SPARKS, JR.
President and Chief Executive Officer Pillsbury Madison & Sutro LLP
Cardima, Inc. P.O. Box 7880
47266 Benicia Street San Francisco, CA 94120
Fremont, California 94538 (415) 983-1000
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(510) 354-0300
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(Name, address and telephone number,
including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed Maximum
Title of Securities To Amount To Be Maximum Offering Aggregate Offering Amount of
Be Registered Registered (1) Price Per Share (2) Price (2) Registration Fee
------------------------- ------------------ --------------------- ---------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par 2,000,000 shares $1.188 $2,376,000 $627.26
value
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(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, upon the average of the high and low prices as
reported on the Nasdaq Smallcap Market on May 31, 2000.
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
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General Instruction E Information
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
Registrant's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission ("SEC") on July 31, 1997 (File No. 333-32545)
is hereby incorporated by reference.
Incorporation of Certain Documents by Reference
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The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Annual Report on Form 10-K (File No. 000-22419), as amended by
Form 10-K/A, for the fiscal year ended December 31, 1999;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(3) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed with the SEC on April 23,
1997.
In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered 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 a part hereof from the date of filing of such documents.
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SIGNATURES
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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 Fremont, State of California, on June 2, 2000.
CARDIMA, INC.
By /s/ Phillip C. Radlick, Ph.D.
______________________________________
Phillip C. Radlick, Ph.D.
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Phillip C. Radlick, Ph.D. or
Ronald E. Bourquin, and each of them, his or her true and lawful attorneys-in-
fact and agents, each with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact 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 date indicated:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Phillip C. Radlick, Ph.D.
_______________________________ President, Chief Executive Officer June 2, 2000
Phillip C. Radlick, Ph.D. and Director (Principal Executive
Officer)
/s/ Ronald E. Bourquin
_______________________________ Vice President and Chief Financial June 2, 2000
Ronald E. Bourquin Officer (Principal Financial and
Accounting Officer)
/s/ Neville J. Jeharajah
_______________________________ Director June 2, 2000
Neville J. Jeharajah
/s/ Gabriel B. Vegh
_______________________________ Executive Vice President, Chief June 2, 2000
Gabriel B. Vegh Operating Officer and Director
</TABLE>
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ Rudolfo C. Quijano
______________________________ Director June 2, 2000
Rudolfo C. Quijano
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion regarding legality of securities to be offered.
10.1 1993 Stock Plan of Cardima, Inc., as amended..
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 3).
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