<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1999
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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SONOSITE, INC.
(Exact name of registrant as specified in its charter)
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Washington 3841 91-1405022
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification Number)
of incorporation or Classification Code Number)
organization)
19807 North Creek Parkway, Suite 200
Bothell, Washington 98011-8214
(425) 951-1200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Kevin M. Goodwin
President and Chief Executive Officer
SONOSITE, INC.
19807 North Creek Parkway, Suite 200
Bothell, Washington 98011-8214
(425) 951-1200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Stephen M. Graham Rodd M. Schreiber
Perkins Coie LLP Skadden, Arps, Slate, Meagher & Flom
1201 Third Avenue, 48th Floor (Illinois)
Seattle, Washington 98101-3099 333 West Wacker Drive, Suite 100
(206) 583-8888 Chicago, Illinois 60606-1285
(312) 407-0700
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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, 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 of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 333-74157
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
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CALCULTATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of each class Amount to be offering price aggregate Amount of
of securities to be registered registered(1)(2) per share(3) offering price(3) registration fee
- ------------------------------ ---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share(4).......... 115,000 shares 13.47 $1,549,050 $431
</TABLE>
(1) The Company previously registered an aggregate of 2,875,000 shares of Common
Stock on a related Registration Statement on Form S-1 (File No. 333-74157)
for a proposed maximum aggregate offering price of $33,781,250, for which a
filing fee of $9,392 was previously paid upon the filing of such
Registration Statement.
(2) Includes 15,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(3) Computed in accordance with Rule 457(c) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low sale prices of the
Common Stock on April 21, 1999.
(4) Includes associated preferred stock purchase rights. Prior to the occurrence
of certain events, such rights will not be evidenced or traded separately
from the Common Stock.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
by SonoSite, Inc. This Registration Statement relates to the public offering of
Common Stock of SonoSite contemplated by the Registration Statement on Form S-1,
Registration No. 333-74157, originally filed by SonoSite on March 10, 1999 (the
"Prior Registration Statement"), and is being filed for the sole purpose of
increasing the number of shares of Common Stock registered by 115,000 shares and
increasing the proposed maximum aggregate offering price to the public set forth
in the Prior Registration Statement by $1,549,050. The contents of the Prior
Registration Statement are hereby incorporated by reference.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Number Description
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<C> <S>
1.1+ Form of Underwriting Agreement
3.1+ Restated Articles of Incorporation of the registrant
3.2* Certificate of Designation of Series A Participating Cumulative
Preferred Stock
3.3* Bylaws of the registrant
4.1+ Rights Agreement between First Chicago Trust Company and the
registrant, dated April 6, 1998
5.1 Opinion of Perkins Coie LLP as to the legality of the shares
10.1+ Amended and Restated 1998 Option, Stock Appreciation Right, Restricted
Stock, Stock Grant and Performance Unit Plan
10.2+ Terms of Stock Option Grant Program for Nonemployee Directors under
the SonoSite, Inc. 1998 Option, Stock Appreciation Right, Restricted
Stock, Stock Grant and Performance Unit Plan
10.3** 1998 Nonofficer Employee Stock Option Plan
10.4* Nonemployee Director Stock Option Plan
10.5** Management Incentive Compensation Plan
10.6* Adjustment Plan
10.7+ Form of Senior Management Employment Agreement between the registrant
and each of Kevin M. Goodwin, Allen W. Guisinger, David H. Gusdorf,
Jens U. Quistgaard, Ph.D., Donald F. Seaton III and Douglas W. Tefft
10.8+ Distribution Agreement between ATL Ultrasound, Inc. and the
registrant, effective as of April 6, 1998
10.9+ Technology Transfer and License Agreement between ATL Ultrasound, Inc.
and the registrant, effective as of April 6, 1998, as amended
10.10+ OEM Supply Agreement between ATL Ultrasound, Inc. and the registrant,
effective as of April 6, 1998, as amended
10.11+ Employee Benefits Agreement between ATL Ultrasound, Inc. and the
registrant, effective as of April 6, 1998
10.12+ Service Agreement between ATL Ultrasound, Inc. and the registrant,
effective as of April 6, 1998
10.13+ Lease Agreement between TMT-Bothell, LLC and the registrant, dated May
9, 1998
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit
5.1 hereto)
24.1+ Power of Attorney (contained on signature page)
24.2+ Power of Attorney for Jacques Souquet
27.1+ Financial Data Schedule
</TABLE>
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+ Incorporated by reference to the designated exhibit included in the
registrant's registration statement on Form S-1 (Registration No. 333-
74157).
* Incorporated by reference to the designated exhibit included in the
registrant's registration statement on Form 10 (SEC File No. 000-23791).
** Incorporated by reference to the designated exhibit included in the
registrant's annual report on Form 10-K for the year ended December 31,
1998 (SEC File No. 000-23791).
(b) Financial Statement Schedules
All schedules are omitted because they are inapplicable or the requested
information is shown in the Financial Statements of the registrant or related
notes thereto, incorporated herein by reference.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 21st day of April, 1999.
SONOSITE, INC.
/s/ Kevin M. Goodwin
By: _________________________________
Kevin M. Goodwin
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 21st day of April, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*Kirby L. Cramer Chairman of the Board
____________________________________
Kirby L. Cramer
/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 Treasurer
Donald F. Seaton III (Principal Financial and Accounting Officer)
*Edward V. Fritzky Director
____________________________________
Edward V. Fritzky
*Steven R. Goldstein, M.D. Director
____________________________________
Steven R. Goldstein, M.D.
*William G. Parzybok. Jr. Director
____________________________________
William G. Parzybok. Jr.
*Jeffrey Pfeffer, Ph.D. Director
____________________________________
Jeffrey Pfeffer, Ph.D.
*Dennis A. Sarti, M.D. Director
____________________________________
Dennis A. Sarti, M.D.
*Jacques Souquet Director
____________________________________
Jacques Souquet
/s/ Donald F. Seaton III
*By: __________________________
Donald F. Seaton III
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
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<C> <S>
1.1+ Form of Underwriting Agreement
3.1+ Restated Articles of Incorporation of the registrant
3.2* Certificate of Designation of Series A Participating Cumulative
Preferred Stock
3.3* Bylaws of the registrant
4.1+ Rights Agreement between First Chicago Trust Company and the
registrant, dated April 6, 1998
5.1 Opinion of Perkins Coie LLP as to the legality of the shares
10.1+ Amended and Restated 1998 Option, Stock Appreciation Right, Restricted
Stock, Stock Grant and Performance Unit Plan
10.2+ Terms of Stock Option Grant Program for Nonemployee Directors under
the SonoSite, Inc. 1998 Option, Stock Appreciation Right, Restricted
Stock, Stock Grant and Performance Unit Plan
10.3** 1998 Nonofficer Employee Stock Option Plan
10.4* Nonemployee Director Stock Option Plan
10.5** Management Incentive Compensation Plan
10.6* Adjustment Plan
10.7+ Form of Senior Management Employment Agreement between the registrant
and each of Kevin M. Goodwin, Allen W. Guisinger, David H. Gusdorf,
Jens U. Quistgaard, Ph.D., Donald F. Seaton III and Douglas W. Tefft.
10.8+ Distribution Agreement between ATL Ultrasound, Inc. and the
registrant, effective as of April 6, 1998
10.9+ Technology Transfer and License Agreement between ATL Ultrasound, Inc.
and the registrant, effective as of April 6, 1998, as amended
10.10+ OEM Supply Agreement between ATL Ultrasound, Inc. and the registrant,
effective as of April 6, 1998, as amended
10.11+ Employee Benefits Agreement between ATL Ultrasound, Inc. and the
registrant, effective as of April 6, 1998
10.12+ Service Agreement between ATL Ultrasound, Inc. and the registrant,
effective as of April 6, 1998
10.13+ Lease Agreement between TMT-Bothell, LLC and the registrant, dated May
9, 1998
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit
5.1 hereto)
24.1+ Power of Attorney
24.2+ Power of Attorney for Jacques Souquet
27.1+ Financial Data Schedule
</TABLE>
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+ Incorporated by reference to the designated exhibit included in the
registrant's registration statement on Form S-1 (Registration No. 333-
74157).
* Incorporated by reference to the designated exhibit included in the
registrant's registration statement on Form 10 (SEC File No. 000- 23791).
** Incorporated by reference to the designated exhibit included in the
registrant's annual report on Form 10-K for the year ended December 31,
1998 (SEC File No. 000-23791).
<PAGE>
EXHIBIT 5.1
[Letterhead of Perkins Coie LLP]
April 21, 1999
SonoSite, Inc.
19807 North Creek Parkway, Suite 200
Bothell, WA 98011-8214
Ladies and Gentlemen:
We have acted as counsel to you in connection with the proceedings for the
authorization and issuance by SonoSite, Inc. (the "Company") of up to 100,000
shares (the "Firm Shares") of the Company's common stock, $.01 par value per
share (the "Common Stock"), together with an additional 15,000 shares of Common
Stock if and to the extent the underwriters exercise an over-allotment option
granted by the Company (the "Over-Allotment Shares"), and the preparation and
filing of a registration statement on Form S-1 pursuant to Rule 462(b) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), which you are filing with the Securities and Exchange
Commission with respect to the Firm Shares and the Over-Allotment Shares
(collectively, the "Shares").
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 upon the foregoing, we are of the opinion that upon the
happening of the following events:
(a) the filing and effectiveness of the Registration Statement and any
amendments thereto,
(b) due execution by the Company and registration by its registrar of the
Shares,
(c) the offering and sale of the Shares as contemplated by the
Registration Statement, and
(d) receipt by the Company of the consideration required for the Firm
Shares and the Over-Allotment Shares to be sold by the Company as
contemplated by the Registration Statement,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
<PAGE>
SonoSite, Inc.
April 21, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all post-
effective amendments, and to the reference to our firm in the Prospectus of the
Registration Statement under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ PERKINS COIE LLP
<PAGE>
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 and to the
reference to our firm under the heading "Experts" and "Selected Financial Data"
in the prospectus.
/s/ KPMG LLP
Seattle, Washington
April 20, 1999
