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As filed with the Securities and Exchange Commission on May 9, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
SONIC INNOVATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 87-0494518
- --------------------------------- ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
2795 East Cottonwood Parkway, Suite 660
Salt Lake City, UT 84121-7036
(Address of Principal Executive Offices)
________________
AMENDED AND RESTATED 1993 STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
2000 STOCK PLAN
(Full title of the plans)
________________
Stephen L. Wilson
Chief Financial Officer
SONIC INNOVATIONS, INC.
2795 East Cottonwood Parkway, Suite 660
Salt Lake City, UT 84121-7036
(Name and address of agent for service)
(801) 365-2800
(Telephone number, including area code, of agent for service)
________________
Copy to:
Mark Bonham, Esq.
WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum
Title of Securities to to be Offering Price Aggregate Offering Amount of
be Registered Registered (1) Per Share (2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value,
to be issued under the:
Amended and Restated 1993 Stock Plan 2,668,819 $20.00 $ 53,376.38 $ 14,091.36
2000 Employee Stock Purchase Plan
263,158 17.00 4,473.68 1,181.05
2000 Stock Plan 1,826,488 20.00 36,529.76 9,643.85
--------- --------- ---------
TOTAL: 4,758,465 94,379.82 24,916.26
========= ========= =========
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____________________
(1) Amount of securities to be registered computed in accordance with Rule
457(h) of the Securities Act of 1933, as amended, as the maximum number of
the Registrant's Common Stock issuable under the plans covered by this
registration statement.
(2) Estimated in accordance with Rule 457(c) of the Securities Act solely for
the purpose of calculating the registration fee based on the average of the
high and low prices per share of the Common Stock as reported on the Nasdaq
National Market on May 3, 2000. The registration fee for the shares of
Common Stock to be issued under the Amended and Restated 1993 Stock Plan,
an employee stock option plan, was calculated in accordance with Rule
457(h) of the Securities Act upon the basis of the weighted average price
at which the options may be exercised.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act solely for the purpose
of calculating the registration fee on the basis of the average of the high
and low prices of Registrant's Common Stock as reported on the Nasdaq
National Market on May 3, 2000, multiplied by 85%, which is the percentage
of the trading price applicable to purchases under the ESPP.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents and information heretofore filed by Sonic
Innovations, Inc. ("Registrant") with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:
1. The Registrant's Prospectus filed May 2, 2000 pursuant to Rule
424(b)(4) of the Securities Act of 1933, as amended (the "Securities Act")
relating to the Registrant's initial public offering of its Common Stock.
2. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated April 13, 2000, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and 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 to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the securities offered by this Registration Statement
will be passed upon for Registrant by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. As of the date of this
Registration Statement, an investment partnership composed of current and former
members of and persons associated with Wilson Sonsini Goodrich & Rosati,
Professional Corporation, and an individual member of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, beneficially own an aggregate of 7,415 shares
of Registrant common stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article IX of the Registrant's Certificate of Incorporation provides
for the indemnification of directors to the fullest extent permissible under
Delaware law.
Article 6 of the Registrant's Bylaws provides for the indemnification
of officers, directors and third parties acting on behalf of the registrant if
such person acted in good faith and in a manner reasonably
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believed to be in and not opposed to the best interest of the registrant, and,
with respect to any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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Exhibit
Number Description
---------- -------------------------------------------------------------
4.1* Amended and Restated 1993 Stock Plan and form of agreements
thereunder.
4.2* 2000 Employee Stock Purchase Plan.
4.3* 2000 Stock Plan and form of agreements thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant (contained in Exhibit
5.1).
24.1 Power of Attorney (see page II-5).
* Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-30566).
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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
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15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit 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 Securities and Exchange
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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SIGNATURES
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 Salt Lake City, State of Utah, on this 8th day
of May, 2000.
SONIC INNOVATIONS, INC.
By: /s/ Stephen L. Wilson
------------------------------------------
Stephen L. Wilson,
Vice President and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andrew G. Raguskus and Stephen L. Wilson,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof. 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 and on the dates indicated.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on May 8, 2000 by the following persons in the
capacities indicated.
Signature Title
- -------------------------- ---------------------------------------------------
/s/ Andrew G. Raguskus President, Chief Executive Officer and Director
- --------------------------
Andrew G. Raguskus (Principal Executive Officer)
/s/ Stephen L. Wilson Vice President and Chief Financial Officer
- --------------------------
Stephen L. Wilson (Principal Financial and Accounting Officer)
/s/ Anthony B. Evnin Director
- --------------------------
Anthony B. Evnin
/s/ Luke B. Evnin
- -------------------------- Director
Luke B. Evnin
/s/ Kevin J. Ryan Director
- --------------------------
Kevin J. Ryan
/s/ G. Gary Shaffer Director
- --------------------------
G. Gary Shaffer
/s/ Sigrid Van Bladel Director
- --------------------------
Sigrid Van Bladel
/s/ Allan M. Wolfe Director
- --------------------------
Allan M. Wolfe
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------------- -------------------------------------------------------------
4.1* Amended and Restated 1993 Stock Plan and form of agreements
thereunder.
4.2* 2000 Employee Stock Purchase Plan.
4.3* 2000 Stock Plan and form of agreements thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant (contained in Exhibit
5.1).
24.1 Power of Attorney (see page II-5).
* Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-30566).
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EXHIBIT 5.1
May 8, 2000
Sonic Innovations, Inc.
2795 East Cottonwood Parkway, Suite 660
Salt Lake City, UT 84121-7036
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about May 8, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,668,819 shares of your
Common Stock reserved for issuance under the Amended and Restated 1993 Stock
Plan, 1,826,488 shares of your Common Stock issuable under the 2000 Stock Plan
and 263,158 shares issuable under the 2000 Employee Stock Purchase Plan. Such
shares of Common Stock are referred to herein as the "Shares" and the Amended
and Restated 1993 Stock Plan, the 2000 Stock Plan and the 2000 Employee Stock
Purchase Plan are referred to herein as the "Plans." As your legal counsel in
connection with this transaction, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plans.
It is our opinion that, upon completion of the proceedings being taken,
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares pursuant to the Registration Statement and the Plans, including the
proceedings being taken in order to permit such transaction to be carried out in
accordance with applicable state securities laws, the Shares, when issued and
sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of the Company, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 pertaining
to the Amended and Restated 1993 Stock Plan, the 2000 Stock Plan, and the 2000
Employee Stock Purchase Plan, of our reports dated February 3, 2000 (except with
respect to the matters discussed in Note 13 as to which the date is May 1,
2000), in Sonic Innovations, Inc.'s Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on May 1, 2000 and to all references
to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Salt Lake City, Utah
May 5, 2000
