<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
SOMNUS MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0423465
-------------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
285 N. Wolfe Road
Sunnyvale, CA 94086
(Address of principal executive offices)
==================
AMENDED AND RESTATED 1996 STOCK PLAN
(Full title of the Plans)
==================
Stuart D. Edwards
285 N. Wolfe Road
Sunnyvale, CA 94086
(408)773-9121
(Name, address and telephone number of agent for service)
-------------------
Copy to:
David J. Saul, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
<TABLE>
<CAPTION>
=============================================================================================
CALCULATION OF REGISTRATION FEE
=============================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered(1) Registered Per Share Price Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,250,000(2) $8.81(3) $11,094,000.00(4) $3,272.73
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) The shares covered by this Registration Statement represent shares of
Common Stock which have become available for issuance under the
Registrant's Amended and Restated 1996 Stock Plan as a result of an
increase in the number of shares available for issuance thereunder.
(3) Calculated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. The calculation is based
upon the average of the high and low price of the Common Stock as reported
on the Nasdaq National Market on June 23, 1998 because the price at which
the options to be granted in the future may be exercised is not currently
determinable.
(4) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price for options available for grant.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed one Registration Statement on Form S-8
with the Securities and Exchange Commission (SEC File No. 333-43325) (the
"Previous Form S-8). This Previous Form S-8 was filed in connection with the
1996 Stock Plan, the 1997 Director Option Plan and the 1997 Employee Stock
Purchase Plan (collectively the "Plans"). This Registration Statement registers
additional shares of the Registrant's Common Stock to be issued pursuant to the
1996 Stock Plan. Accordingly, the content of the Previous Form S-8, including
periodic reports that the Registrant filed after the Previous Form S-8 to
maintain current information about the Registrant, are incorporated by reference
into this Registration Statement pursuant to General Instruction E of Form S-8.
The reports the Registrant has most recently filed with the SEC are listed
below:
- Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed as of March 13, 1998.
- Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998, filed as of May 5, 1998.
- Amendment to Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, filed as of May 15, 1998.
- Proxy Statement, filed as of March 31, 1998, in connection
with the Annual Meeting of Stockholders held on May 20,
1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
--------
Exhibit
Number Document
---------- ----------------------------------------------------------
4.1* Amended and Restated 1996 Stock Plan and form of agreement
thereunder.
5.1 Opinion of counsel as to the legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-2).
_____________________
* Incorporated by reference to Exhibit 10.2 filed with the Company's
Registration Statement on Form S-1 (file no. 333-35401), as declared
effective on November 5, 1997.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California on June 29, 1998.
SOMNUS MEDICAL TECHNOLOGIES, INC.
By: /s/ Stuart D. Edwards
-----------------------------------------
Stuart D. Edwards
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stuart D. Edwards and Robert E. McNamara,
jointly and severally, as his or her attorneys-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------ -------------------------------------------- -------------
<S> <C> <C>
/s/ Stuart D. Edwards President, Chief Executive Officer and June 29, 1998
- ------------------------ Director (Principal Executive Officer)
(Stuart D. Edwards)
/s/ Robert E. McNamara Chief Financial Officer June 29, 1998
- ------------------------ (Principal Financial and Accounting Officer)
(Robert E. McNamara)
/s/ Eric N. Doelling Director June 29, 1998
- ------------------------
(Eric N. Doelling)
/s/ David L. Douglass Director June 29, 1998
- ------------------------
(David L. Douglass)
Director
- ------------------------
(David J. Illingworth)
Director
- ------------------------
(Ronald G. Lax)
/s/ David B. Musket Director June 29, 1998
- ------------------------
(David B. Musket)
/s/ Woodrow A. Myers Director June 29, 1998
- ------------------------
(Woodrow A. Myers)
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
Number Document
---------- ----------------------------------------------------------
4.1* Amended and Restated 1996 Stock Plan and form of agreement
thereunder.
5.1 Opinion of counsel as to the legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (see page II-2).
_____________________
* Incorporated by reference to Exhibit 10.2 filed with the Company's
Registration Statement on Form S-1 (file no. 333-35401), as declared
effective on November 5, 1997.
<PAGE>
EXHIBIT 5.1
-----------
June 25, 1998
Somnus Medical Technologies, Inc.
285 N. Wolfe Road
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on June 25, 1998 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 1,250,000 shares of your Common Stock, reserved for
issuance pursuant to the Amended and Restated 1996 Stock Plan, as amended (the
"Plan"). As legal counsel for Somnus Medical Technologies, Inc., we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the shares of Common
Stock of Somnus Medical Technologies, Inc. (the "Shares") pursuant to the Plan.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plan and pursuant to the agreement that accompanies each grant
under the Plan, 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 and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended and Restated 1996 Stock Plan of our report
dated February 9, 1998, with respect to the consolidated financial statements of
Somnus Medical Technologies, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Palo Alto, California
June 24, 1998
