AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2000
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INAMED CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-0920629
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5540 Ekwill Street, Suite D
Santa Barbara, California 93111
(Address, including zip code, of Principal Executive Offices)
2000 Employee Stock Purchase Plan
2000 Employee Stock Option Plan
1999 Senior Officer Stock Option Plan
1998-1999 Director and Executive Officer Stock Plan
1993 Non-Employee Directors Stock Option Plan
1999 Directors Stock Election Plan
(Full title of the plan)
DAVID E. BAMBERGER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INAMED CORPORATION
11 PENN PLAZA, SUITE 946
NEW YORK, NEW YORK 10001
(212) 273-3430
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
RONALD C. BARUSCH, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, DC 20005-2111
(202) 371-7000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of each class of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate offering Amount of
be registered registered per share (7) price (8) registration fee
---------------------- ------------- ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
2000 Employee Stock 200,000(1) $34.09375 $6,818,750 $1,800.15
Purchase Plan
Common Stock
2000 Employee Stock 550,000(2) $34.09375 $18,751,562 $4,950.41
Option Plan
Common Stock
1999 Senior Officer 900,000(3) $34.09375 $30,684,375 $8,100.68
Stock Option Plan
Common Stock
1998-1999 Director and 97,500(4) $34.09375 $3,324,141 $877.57
Executive Officer Stock
Plan
Common Stock
1993 Non-Employee 70,000(5) $34.09375 $2,386,563 $630.05
Directors Stock Option
Plan
Common Stock
1999 Directors Stock 50,000(6) $34.09375 $1,704,688 $450.04
Election Plan
Common Stock
Aggregate Common 1,867,500 $34.09375 $63,670,078 $16,809
Stock
</TABLE>
(1) A total of 200,000 shares have been reserved for issuance under
the 2000 Employee Stock Purchase Plan, 200,000 of which are being
registered hereby.
(2) A total of 550,000 shares have been reserved for issuance under
the 2000 Employee Stock Option Plan, 550,000 of which are being
registered hereby.
(3) A total of 900,000 shares have been reserved for issuance under
the 1999 Senior Officer Stock Option Plan, 900,000 of which are
being registered hereby.
(4) A total of 97,500 shares have been reserved for issuance under
the 1998-1999 Director and Executive Officer Stock Plan, 97,500
of which are being registered hereby.
(5) A total of 70,000 shares have been reserved for issuance under
the 1993 Non-Employee Directors Stock Option Plan, 70,000 of
which are being registered hereby.
(6) A total of 50,000 shares have been reserved for issuance under
the 1999 Directors Stock Election Plan, 50,000 of which are being
registered hereby.
(7) Estimated solely for purposes of calculating the registration fee
and pursuant to Rule 457(c) of the Securities Act based on the
average of the high and low sale price of the Common Stock on the
Nasdaq National Market on July 28, 2000.
(8) The proposed maximum aggregate offering price listed above has
been determined pursuant to Rule 457(c) under the Securities Act
of 1933, as amended, and represents the number of shares offered
pursuant to the Inamed Corporation 2000 Employee Stock Purchase
Plan multiplied by a per share price of $34.09375, the average
price of Inamed Corporation Common Stock on the Nasdaq National
Market on July 28, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the
Registrant with the Securities and Exchange Commission pursuant to the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, are incorporated by reference herein
and shall be deemed to be a part hereof:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
2. The description of the Registrant's Capital Stock
contained in the registration statement filed pursuant
to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating
such description.
3. All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act.
All documents, filed with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and made a part hereof from their
respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, inter
alia, generally empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason
of the fact that such person is or was a director, officer, employee or
agent of a corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. Similar indemnity is authorized for such person against
expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of any such threatened,
pending or completed action or suit if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that (unless a
court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors or
by independent legal counsel in a written opinion that indemnification
is proper because the indemnitee has met the applicable standard of
conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against any liability
asserted against him, and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 145.
The Registrant's bylaws provide a right to indemnification
to the full extent permitted by law for expenses, attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by any director or officer whether or not the indemnified
liability arises or arose from any threatened, pending or completed
proceeding by or in the Registrant's right by reason of the fact that
the director or officer is or was serving as the Registrant's director
or officer or, at the Registrant's request, as a director, officer,
partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, unless
a court finally determines that the director or officer did not act in
good faith in a manner reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal
action, that the director or officer has no reasonable cause to believe
that his conduct was unlawful. The Registrant's bylaws provide for the
advancement of expenses to an indemnified party upon receipt of an
undertaking by the party to repay those amounts if it is finally
determined that the indemnified party is not entitled to
indemnification. The Registrant's bylaws authorize the Registrant to
take steps to ensure that all persons entitled to indemnification are
properly indemnified, including, if the board of directors so
determines, purchasing and maintaining insurance.
The Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant will not be personally
liable to the Registrant or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except for liability for (i)
any breach of that person's duty of loyalty; (ii) acts or omissions not
in good faith or involving intentional misconduct or a knowing
violation of laws; (iii) the payment of unlawful dividends and certain
other actions prohibited by Delaware corporation law; and (iv) any
transaction resulting in receipt by that person of an improper personal
benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page II-7.
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;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
the 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 the registration
statement. 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 end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule
242(b) if, in the aggregate, the changes
in volume and price represent no more than
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 the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section 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
the registration statement;
(2) that, for the purpose of determining any
liability under the Securities Act of 1933, 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; and
(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 of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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 of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
* Paragraph references correspond to those of Regulation S-K, Item 512.
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 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 New York and the
State of New York, on this 3rd day of August, 2000.
INAMED CORPORATION
By: /s/ DAVID E. BAMBERGER
-----------------------------------
Name: David E. Bamberger
Title: Senior Vice President,
General Counsel and Secretary
