<PAGE>
As filed with the Securities and Exchange Commission on March 22, 1999
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
SONOSITE, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1405022
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
19807 North Creek Parkway, Suite 200
P.O. Box 3020
Bothell, Washington 98011-8214
(Address of principal executive offices, including zip code)
SONOSIGHT, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN
SONOSITE, INC. 1998 NONOFFICER EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
KEVIN M. GOODWIN
President and Chief Executive Officer
SONOSITE, INC.
19807 North Creek Parkway, Suite 200
P.O. Box 3020
Bothell, Washington 98011-8214
(425) 951-1200
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to:
STEPHEN M. GRAHAM
PERKINS COIE LLP
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Number to Be Offering Price Offering Registration
to Be Registered Registered(1) Per Share(2) Price(2) Fee
====================================================================================================================================
Common Stock, $.01 par value per share, under the:
- ------------------------------------------------------------------------------------------------------------------------------------
Management Incentive Compensation Plan 100,000 $12.75 $1,275,000 $ 354.45
- ------------------------------------------------------------------------------------------------------------------------------------
1998 Nonofficer Employee Stock Option Plan 600,000 $12.75 $7,650,000 $2,126.70
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL: 700,000 $2,481.15
====================================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
such employee benefit plans as the result of any future stock split, stock
dividend or similar adjustment of the Registrant's outstanding Common
Stock.
(2) Estimated solely for the purpose of calculating the registration fee. The
price per share is estimated to be $12.75, based on the average of the high
($13.125) and low ($12.375) sales prices for the Common Stock on March 19,
1999 as reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this registration
statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, which contains audited financial statements for the most
recent fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on Form 10-
K referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
registration statement on Form 10 and two amendments to such Form 10, filed on
February 13, 1998, March 19, 1998 and March 31, 1998, respectively, under
Section 12(g) of the Exchange Act.
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. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Registrant's Restated Articles of Incorporation provides
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
corporation 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. 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.
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 Restated Articles of
Incorporation or otherwise, which undertaking may be unsecured and may be
accepted without reference to financial ability to make repayment.
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No indemnification shall be provided under the Registrant's Restated
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 Securities Act of 1933, as amended (the
"Securities Act").
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. Article V of the
Registrant's Restated Articles of Incorporation contains provisions
implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the Registrant and its shareholders.
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. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
- ------------ ------------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of Independent Auditors
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 SonoSight, Inc. Management Incentive Compensation Plan
(incorporated by reference to Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998)
99.2 SonoSite, Inc. 1998 Nonofficer Employee Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998)
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;
(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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed this registration statement or any
material change to such information in this registration statement;
II-2
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provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose 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.
B. 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
C. Insofar as 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 the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
II-3
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SIGNATURES
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 a 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 the 22nd day of
March, 1999.
SONOSITE, INC.
/s/ Kevin M. Goodwin
--------------------
By: Kevin M. Goodwin
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Kevin M. Goodwin and Donald F. Seaton III, or either of them, as attorneys-in-
fact with full power of substitution, to execute in the name and on the behalf
of each person, individually and in each capacity stated below, and to file, any
and all amendments to this registration statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the 22nd day of March, 1999.
Signature Title
--------- -----
/s/ Kevin M. Goodwin President, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer)
Kevin M. Goodwin
/s/ Donald F. Seaton III Vice President Business Development,
- ----------------------------------- Chief Financial Officer, Secretary and
Donald F. Seaton III Treasurer (Principal Financial and
Accounting Officer)
/s/ Kirby L. Cramer Chairman of the Board
- -----------------------------------
Kirby L. Cramer
/s/ Edward V. Fritzky Director
- -----------------------------------
Edward V. Fritzky
/s/ Steven R. Goldstein, M.D. Director
- -----------------------------------
Steven R. Goldstein, M.D.
/s/ William G. Parzybok, Jr. Director
- -----------------------------------
William G. Parzybok, Jr.
/s/ Jeffrey Pfeffer, Ph.D. Director
- -----------------------------------
Jeffrey Pfeffer, Ph.D.
/s/ Dennis A. Sarti, M.D. Director
- -----------------------------------
Dennis A. Sarti, M.D.
/s/ Jacques Souquet, Ph.D. Director
- -----------------------------------
Jacques Souquet, Ph.D.
II-4
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------------- ------------------------------------------------------------
5.1 Opinion of Perkins Coie LLP regarding legality of the
Common Stock being registered
23.1 Consent of Independent Auditors
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 SonoSight, Inc. Management Incentive Compensation Plan
(incorporated by reference to Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998)
99.2 SonoSite, Inc. 1998 Nonofficer Employee Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998)
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Exhibit 5.1
Perkins Coie LLP
A Law Partnership Including Professional Corporations
1201 Third Avenue, 40th Floor, Seattle, Washington 98101-3099
Telephone: (206) 583-8888 Facsimile: (206) 583-8500
March 22, 1999
SonoSite, Inc.
19807 North Creek Parkway, Suite 200
P.O. Box 3020
Bothell, WA 98011-8214
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended ("the Act"), which you are filing with the
Securities and Exchange Commission with respect to 700,000 shares of Common
Stock, par value $.01 per share (the "Shares"), which may be issued as follows:
100,000 shares pursuant to the SonoSight, Inc. Management Incentive Compensation
Plan and 600,000 shares pursuant to the SonoSite, Inc. 1998 Nonofficer Employee
Stock Option Plan (the "Plans"). We have examined the Registration Statement and
such documents and records of the Company and other documents as we have deemed
necessary for the purpose of this opinion.
Based on and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the Plans have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such Shares and the sale thereof by the Company in
accordance with the terms of the Plans, and the receipt of consideration
therefor in accordance with the terms of the Plans, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PERKINS COIE LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
_____________________________________________________
The Board of Directors
SonoSite, Inc.:
We consent to the use of our report incorporated herein by reference in the
registration statement.
KPMG LLP
Seattle, Washington
March 22, 1999
