<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
SONOSIGHT, INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-1405022
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
NORTH CREEK PARKWAY
P.O. BOX 3020
BOTHELL, WA 98041-3020
(Address of principal executive offices, including zip code)
1998 OPTION, RESTRICTED STOCK, STOCK GRANT, STOCK
APPRECIATION RIGHT AND PERFORMANCE UNIT PLAN
NONEMPLOYEE DIRECTOR STOCK AND STOCK OPTION PLAN
ADJUSTMENT PLAN
(Full title of the plan)
W. BRINTON YORKS, JR.
COUNSEL TO
SONOSIGHT, INC.
22100 BOTHELL-EVERETT HIGHWAY
P.O. BOX 3003
BOTHELL, WA 98041-3003
(425) 487-7000
(Name, address and telephone number, including area code, of agent for service)
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
TITLE OF SECURITIES NUMBER TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,475,000(2) $3.78 $5,575,500 $1,644.77
$.01 per Share
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f). The price per share is estimated to be the book
value established for the Common Stock to be offered as of December 31,
1997, the latest date to the filing of this Registration Statement.
(2) Of this number, 1,000,000 are being registered for issuance pursuant to the
1998 Option, Restricted Stock, Stock Grant, Stock Appreciation Right And
Performance Unit Plan, 125,000 are being registered for issuance pursuant
to the Nonemployee Director Stock and Stock Option Plan, and 350,000 are
being registered for issuance pursuant to the Adjustment Plan. In addition
to this number of shares, an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved for issuance
pursuant to such plans as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's registration Statement on Form 10 (Registration
No. 0-23791) filed with the Commission on February 13, 1998 under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such description (the
"Form 10");
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act, since the Form 10 referred to in (a) above;
(c) The description of the Registrant's Common Stock contained in Form
10 referred to in (a) above; and
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. Not Applicable
ITEM 5. Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide that the Registrant may
indemnify and hold harmless to the fullest extent permitted by the Washington
Business Corporation Act (the "WBCA") or other applicable law each person who
was or is made a party to or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened
action, suit or other proceeding, whether civil, criminal, derivative,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, employee or agent of the Registrant or, being or having
been such a director, officer, employee or agent, he or she is or was serving at
the request of the Registrant as a director, officer, employee, agent, trustee,
or in any other capacity of another Registrant or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action or
omission in an official capacity or in any other capacity while serving as a
director, officer, employee, agent, trustee or in any other capacity, against
all expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, Employee Retirement Income Security Act of 1974 excise taxes
or penalties and amounts to be paid in settlement) actually or reasonably
incurred or suffered by such person in connection therewith. The WBCA includes
a provision (Section 23B.08.320 of the Revised Code of Washington) that permits
a corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for his or her acts or omissions as a
director, except in certain circumstances involving intentional misconduct, self
dealing or illegal corporate loans or distributions, or any transaction from
which the director personally benefits. Such indemnification may continue as
to a person who has ceased to be a director, officer, employee or agent of the
Registrant and shall inure to the benefit of his or her heirs and personal
representatives.
<PAGE>
The Registrant may pay the expenses of a director, officer, employee or
agent of the Registrant incurred in defending any such proceeding in advance of
the final disposition of any such proceeding; provided, however, that the
payment of such expenses in advance of the final disposition of a proceeding
shall be made to or on behalf of a director, officer, employee or agent only
upon delivery to the Registrant of an undertaking, by or on behalf of such
director, officer, employee or agent, to repay all amounts so advanced if it
shall ultimately be determined that such director, officer, employee or agent is
not entitled to be indemnified under the Registrant's Articles of Incorporation
or otherwise, which undertaking may be unsecured and may be accepted without
reference to financial ability to make repayment.
No indemnification shall be provided under the Registrant's Articles of
Incorporation to any such person if the Registrant is prohibited by the
provisions of the WBCA or other applicable law as then in effect from paying
such indemnification. The WBCA (Sections 23B.08.500 through 23B.08.600 of the
Revised Code of Washington) authorizes a court to award, or a corporation's
Board of Directors to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities arising under the WBCA.
In addition, the Registrant maintains an insurance policy insuring its
directors and officers for certain acts or omissions while acting in their
official capacities.
ITEM 7. Not Applicable
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
5.1 Opinion of Bogle & Gates P.L.L.C.
10.1 1998 Option, Restricted Stock, Stock Grant, Stock Appreciation Right And
Performance Unit Plan
10.2 Nonemployee Director Stock and Stock Option Plan
10.3 Adjustment Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bogle & Gates P.L.L.C. (included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
ITEM 9. UNDERTAKINGS
A. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement.
<PAGE>
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 and 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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the registration statement is on Form S-8 or Form S-3, 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 this Registration Statement.
3
<PAGE>
The Registrant. 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 Bothell, State of Washington, on this 2nd day of
April, 1998.
SONOSIGHT, INC.
By /s/ Kevin M. Goodwin
---------------------------
Kevin M. Goodwin, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Kevin M.
Goodwin and W. Brinton Yorks, Jr., and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any amendments to
the Registration Statements, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their 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 on April 2, 1998.
SIGNATURE TITLE
--------- -----
/s/ Kevin M. Goodwin President and Chief Executive Officer
- ----------------------------
Kevin M. Goodwin
/s/ Mark Manum Senior Manager, Finance (Principal Financial
- ---------------------------- and Accounting Officer
Mark Manum
/s/ Dennis C. Fill Director
- ----------------------------
Dennis C. Fill
/s/ Jacques Souquet Director
- ----------------------------
Jacques Souquet
/s/ W. Brinton Yorks, Jr. Director
- ----------------------------
W. Brinton Yorks, Jr.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
<C> <S> <C>
5.1 Opinion of Bogle & Gates P.L.L.C.
10.1 1998 Option, Restricted Stock, Stock Grant, Stock Appreciation Right And Incorporated by
Performance Unit Plan reference to Exhibit
10. 8 to Form 10
10.2 Nonemployee Director Stock and Stock Option Plan Incorporated by
reference to Exhibit
10. 9 to Form 10
10.3 Adjustment Plan Incorporated by
reference to Exhibit
10.6 to Form 10
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bogle & Gates P.L.L.C.(included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
<PAGE>
EXHIBIT 5.1
BOGLE & GATES P.L.L.C. LETTERHEAD
April 3, 1998
SonoSight, Inc.
North Creek Parkway
Bothell, WA 98041-3020
Gentlemen and Ladies:
We are acting as counsel to SonoSight, Inc, a Washington corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission, relating to the proposed sale by
the Company of an aggregate of 1,475,000 shares of its common stock, par value
$0.01 per share (the "Common Stock"), issuable pursuant to the Company's 1998
Option, Restricted Stock, Stock Grant, Stock Appreciation Right And Performance
Unit Plan, Nonemployee Director Stock and Stock Option Plan, and Adjustment
Plan.
In connection with the foregoing, we are of the opinion that the Common
Stock will, when sold, be legally issued, fully paid and nonassessable.
We hereby authorize and consent to the use of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
Bogle & Gates P.L.L.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
SonoSight, Inc.:
We consent to the use of our report incorporated herein by reference in the
registration statement.
KPMG Peat Marwick LLP
Seattle, Washington
April 3, 1998
