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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VISTA MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3845 94-3184035
(State or other (Primary Standard I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
5451 AVENIDA ENCINAS, SUITE A, CARLSBAD, CALIFORNIA 92008 (760) 603-9120
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
JOHN R. LYON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VISTA MEDICAL TECHNOLOGIES, INC.
5451 AVENIDA ENCINAS, SUITE A
CARLSBAD, CALIFORNIA 92008
(760) 603-9120
(Name, address, including zip code and telephone number, including area code, of
agent for service)
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with copies to:
Craig S. Andrews, Esq. Douglas M. Mancino, Esq.
Faye H. Russell, Esq. Mark J. Mihanovic, Esq.
BROBECK, PHLEGER & HARRISON LLP McDERMOTT, WILL & EMERY
550 West "C" Street, Suite 1300 2049 Century Park East
San Diego, California 92101 34th Floor
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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: /x/ 333-22985.
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: / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1)(2) PER UNIT(3) PRICE(3) FEE (4)
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Common Stock, 575,000
par value $.01 shares $9.00 $5,175,000 $1,569
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(1) Includes 75,000 shares of Common Stock that the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Shares of Common Stock previously registered include 4,025,000 shares for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a). All of this amount was paid upon
the initial filing of the Company's Registration Statement (No. 333-22985)
filed with the Commission on March 7, 1997.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Vista Medical Technologies, Inc. (the "Company") with the Securities
and Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-1 (File No. 333-22985) relating
to the offering of up to 4,025,000 Shares of Common Stock of the Company filed
on March 7, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, County of San
Diego, State of California, on the 2nd day of July, 1997.
VISTA MEDICAL TECHNOLOGIES, INC.
By: /s/ John R. Lyon
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John R. Lyon
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John R. Lyon President, Chief Executive Officer July 2, 1997
- -------------------------------------------- and Director
(John R. Lyon) (Principal Executive Officer)
/s/ Robert J. De Vaere Director of Finance and Administration July 2, 1997
- -------------------------------------------- and Chief Financial Officer
(Robert J. De Vaere) (Principal Financial and Accounting
Officer)
* Chairman of the Board July 2, 1997
- -------------------------------------------- and Director
(James C. Blair)
* Director July 2, 1997
- --------------------------------------------
(Olav B. Bergheim)
* Director July 2, 1997,
- --------------------------------------------
(Nicholas B. Binkley)
* Director July 2, 1997
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(Daniel J. Holland)
* Director July 2, 1997
- --------------------------------------------
(Larry M. Osterink)
By: /s/ John R. Lyon Director July 2, 1997
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John R. Lyon, Attorney-in-fact
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NO DESCRIPTION
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5.1 Opinion of Brobeck, Phleger & Harrison LLP
with respect to the Common Stock being
registered.
23.1 Consent of Brobeck, Phleger & Harrison LLP
(contained in their opinion filed as Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, Independent
Auditors.
24.1+ Power of Attorney.
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+ Incorporated by reference to page II-7 of the Company's
Registration Statement on Form S-1 (No. 333-22985)
filed on March 7, 1997.
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EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
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July 2, 1997
Vista Medical Technologies, Inc.
5451 Avenida Encinas, Suite A
Carlsbad, California 92008
Re: 575,000 Shares of Common Stock of Vista Medical
Technologies, Inc.
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Ladies and Gentlemen:
We have acted as counsel to Vista Medical Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the proposed issuance
and sale by the Company of up to 575,000 shares of the Company's Common Stock
(the "Shares"), pursuant to the Company's Registration Statement on Form S-1
filed on July 2nd, 1997 pursuant to Rule 462(b) promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Registration Statement").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, the Company's Second Restated Certificate of
Incorporation, the Company's restated bylaws and the originals, or copies
certified to our satisfaction, of such records, documents, certificates,
memoranda and other instruments as in our judgement are necessary or appropriate
to enable us to render the opinion expressed below (the "Documents"). We are
relying (without any independent investigation thereof) upon the truth and
accuracy of the statements, covenants, representations and warranties set forth
in such Documents.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been duly authorized, and if, as and when issued in
accordance with the Registration Statement and Prospectus (as amended and
supplemented through the date of issuance) will be validly issued, fully paid
and nonassessable.
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Vista Medical Technologies, Inc. July 2, 1997
Page 2
We consent to the use of this opinion, as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement, the Prospectus and any further amendments thereto.
Subject to the foregoing sentence, this opinion, is given as of the date hereof
solely for your benefit and may not be relied upon, circulated, quoted or
otherwise referred to for any purpose without our prior written consent.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" in the Registration Statement (Form S-1) for the
registration of shares of Vista Medical Technologies, Inc.'s common stock and
the incorporation by reference therein of our report dated January 30, 1997
(except Note 9, as to which the date is March 3, 1997) included in the
Registration Statement (Form S-1, No. 333-22985) and related Prospectus of Vista
Medical Technologies, Inc. filed with the Securities and Exchange Commission.
Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
July 2, 1997
