<PAGE>
As filed with the Securities and Exchange Commission on June 29, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under The
Securities Act of 1933
Edwards Lifesciences Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware 36-4316614
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
One Edwards Way 92614
Irvine, California (Zip Code)
(Address of Principal
Executive Offices)
Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan
(Full Title of the Plan)
Michael A. Mussallem
Chairman of the Board and Chief Executive Officer
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California
(949) 250-2500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Per Aggregate Offering Registration
Registered (1) Unit Price Fee
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1 125,000 shares(2) $ 19.94 (3) $ 2,492,500(3) $ 659
par value
---------------------------------------------------------------------------------------------------------
Preferred Stock 125,000 rights (4) (4) (4)
Purchase Rights
---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered pursuant to the Plan described
herein.
(2) This registration statement also covers an additional and indeterminate
number of shares of Common Stock that may be issued pursuant to the anti-
dilution provisions of the Plan described herein.
(3) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the
average of the high and low prices of the Common Stock reported in the
consolidated reporting system on June 26, 2000.
(4) The Preferred Stock Purchase Rights initially are attached to and trade
with the shares of Common Stock being registered hereby. Value attributable to
such Rights, if any, is reflected in the market price of the Common Stock.
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<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Edwards Lifesciences Corporation (the
"Company") or the Edwards Lifesciences Corporation of Puerto Rico Savings and
Investment Plan (the "Plan") are incorporated herein by reference:
(a) The Company's effective Registration Statement on Form 10, as amended
(Commission File No. 1-15525) (the "Form 10 Registration Statement");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(c) The descriptions of the Company's Common Stock, $1 par value per share
(the "Common Stock"), and the related Preferred Stock Purchase Rights (the
"Rights") associated with the Common Stock, which are contained in the
registration statements filed with the Commission under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
subsequent amendment or report filed for the purpose of updating such
descriptions.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, and all documents filed by the
Plan pursuant to Section 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (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
-----------------------------------------
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<PAGE>
In accordance with Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), the Company's Amended and Restated Certificate of
Incorporation provides that directors will not be personally liable to the
Company or its stockholders for monetary damages for breaches of their fiduciary
duty as directors except for (i) breaches of their duty of loyalty to the
Company or its stockholders, (ii) acts of omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) certain
transactions under Section 174 of the DGCL (which concerns unlawful payments of
dividends, stock purchases or redemptions) or (iv) transactions from which a
director derives an improper personal benefit.
While the Company's Amended and Restated Certificate of Incorporation
provides directors with protection from awards for monetary damages for breaches
of their duty of care, it does not eliminate their duty of care. Accordingly,
the Amended and Restated Certificate of Incorporation will have no effect on the
availability of equitable remedies such as an injunction or rescission based on
a director's breach of his or her duty of care. The provisions of the Amended
and Restated Certificate of Incorporation described above apply to an officer of
the Company only if he or she is a director of the Company and is acting in his
or her capacity as director, and do not apply to the Company's officers who are
not directors.
The Company's Amended and Restated Certificate of Incorporation provides
that each person who is, or was, or has agreed to become a director or officer
of the Company, and each person who serves, or may have served, at the Company's
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, will be indemnified by
the Company to the fullest extent permitted by the DGCL, as amended from time to
time. Directors and officers will not be indemnified with respect to an action
commenced by such directors or officers against the Company or by such directors
or officers as a derivative action.
The Company's Amended and Restated Certificate of Incorporation provides
that the right to indemnification and payment of expenses conferred therein will
not be exclusive of any other right that any person may have or may in the
future acquire under any agreement, vote of stockholders, vote of disinterested
directors or otherwise. The Amended and Restated Certificate of Incorporation
permits the Company to maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the Company, or is serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such liability under the Amended and Restated
Certificate of Incorporation or the DGCL.
The Company intends to obtain directors and officers liability insurance
providing coverage to its directors and officers.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
See the accompanying Exhibit Index for a list of Exhibits to this
Registration Statement.
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<PAGE>
The Company will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
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 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; and 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 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; and
(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) do not apply if the
-------- -------
registration statement is on Form S-3, Form S-8 or Form F-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 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, 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
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<PAGE>
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, as amended, 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 Irvine, State of
California, on this 13th day of April, 2000.
EDWARDS LIFESCIENCES CORPORATION
By: Michael A. Mussallem
--------------------
Michael A. Mussallem
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 13th day of April, 2000.
Name Capacity
---- --------
Michael A. Mussallem Director, Chairman of the Board and Chief
-------------------------
Michael A. Mussallem Executive Officer
(principal executive officer)
Bruce J. Bentcover Corporate Vice President and Chief
-------------------------
Bruce J. Bentcover Financial Officer (principal financial
officer and principal accounting officer)
Michael R. Bowlin Director
-------------------------
Michael R. Bowlin
Victoria R. Fash Director
-------------------------
Victoria R. Fash
<PAGE>
Vernon R. Loucks Jr. Director
-------------------------
Vernon R. Loucks Jr.
Philip M. Neal Director
-------------------------
Philip M. Neal
David E.I. Pyott Director
-------------------------
David E.I. Pyott
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
--------
amended, the administrator of the Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, this 7th day of April,
2000.
EDWARDS LIFESCIENCES CORPORATION
OF PUERTO RICO SAVINGS AND
INVESTMENT PLAN
By: /s/ Mary L. Barker
------------------------------
Mary L. Barker
Vice President of Compensation,
Benefits and Employee Services
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of the Company, as
amended, filed as Exhibit 3.1 to the Company's Registration Statement
on Form 10, as amended (Commission File No. 1-15525) (the "Form 10"),
is incorporated herein by reference.
4.2 Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to
the Form 10, are incorporated herein by reference.
*4.3 Edwards Lifesciences Corporation of Puerto Rico Savings and Investment
Plan.
4.4 Form of Rights Agreement between the Company and First Chicago Trust
Company of New York, a division of EquiServe, as Rights Agent, filed
as Exhibit 10.9 to the Form 10, is incorporated herein by reference.
*5 Opinion of Sidley & Austin.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Sidley & Austin (included in its opinion filed as Exhibit
5).
*24.1 Power of Attorney from Michael R. Bowlin, Director.
*24.2 Power of Attorney from Victoria R. Fash, Director.
*24.3 Power of Attorney from Vernon R. Loucks Jr., Director.
*24.4 Power of Attorney from Philip M. Neal, Director.
*24.5 Power of Attorney from David E.I. Pyott, Director.
_____________________
* Filed herewith.
