<PAGE> 1
As filed with the Securities and Exchange Commission on August 11, 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
----------------------
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4018241
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10700 BREN ROAD WEST
MINNETONKA, MINNESOTA 55343
(Address of Principal Executive Offices) (Zip Code)
----------------------
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
AND
2000 EQUITY INCENTIVE PLAN
(Full title of the plans)
----------------------
DOUGLAS W. KOHRS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
10700 BREN ROAD WEST
MINNETONKA, MN 55343
(952) 933-4666
(Name, address and telephone number,
including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== =============== =========================== ============================ =================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED (1) PRICE PER UNIT (2) OFFERING PRICE (2) REGISTRATION FEE
-------------------------- --------------- --------------------------- ---------------------------- -----------------
<S> <C> <C> <C> <C>
Voting Common Stock 4,011,750 $4.88 $19,578,228 $5,200
par value $.01 per share
========================== =============== =========================== ============================ =================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act") this Registration Statement also covers an indeterminate
number of additional shares as may be issued as a result of anti-dilution
provisions contained in the plans.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act as follows: (i) with respect to options to purchase shares
previously granted under the plan, on the basis of the aggregate exercise
price of such option grants, and (ii) with respect to options to be granted
under the plan, on the basis of the initial public offering price of
$13.00.
<PAGE> 2
PART I
INFORMATION REQUIRED
IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I on Form
S-8 will be sent or given to participants in the plans as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by American Medical Systems Holdings,
Inc. (the "Registrant" or the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:
(1) The Company's Registration Statement (File No. 333-37488) on Form
S-1, together with all amendments thereto, which was declared
effective by the Commission on August 10, 2000; and
(2) The Company's prospectus filed with the Commission on August 11,
2000 pursuant to Rule 424(b) promulgated under the Securities Act,
in connection with the Company's Registration Statement on Form
S-1 (File No. 333-37488), in which there is set forth the audited
financial statements for the Company's fiscal years ended December
31, 1998 and 1999.
(3) The description of the Company's voting common stock contained in
its Registration Statement on Form 8-A filed with the Commission
on May 31, 2000 under the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (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 pursuant to this Registration Statement have been sold or
that deregisters all shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
The Company's financial statements incorporated by reference in this
Registration Statement have been audited by Ernst & Young LLP, KPMG LLP and
PricewaterhouseCoopers LLP, independent auditors, for the periods indicated in
their respective reports which are included in the Company's Registration
Statement on Form S-1. The financial statements have been incorporated herein by
reference in reliance on the reports of Ernst & Young LLP, KPMG LLP and
PricewaterhouseCoopers LLP, given on the authority of such firms as experts in
accounting and auditing. To the extent that Ernst & Young LLP audits and reports
on the financial statements of the Company issued at future dates, and consents
to the use of their reports thereon, such financial statements also will be
incorporated by reference in this Registration Statement in reliance upon their
report and said authority as experts.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the Exchange Act as described
in Item 3 of this Part II.
2
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware Law and the Company's Amended and Restated Certificate of
Incorporation provide that the Company shall, under certain circumstances,
indemnify any director, officer, employee or agent of the Company made or
threatened to be made a party to a proceeding, by reason of the former or
present official capacity of the person, against judgments, penalties, fines,
settlements and reasonable expenses including attorney's fees, incurred by the
person in connection with the proceeding if certain statutory standards are met.
Any such person is also entitled, subject to certain limitations, to payment or
reimbursement of reasonable expenses in advance of the final disposition of the
proceeding. A "proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the Company. Reference is made to Section 145 of the
Delaware General Corporate Law for a full statement of these indemnification
rights.
The Company also maintains a directors and officers insurance policy
pursuant to which directors and officers of the Company are insured against
liability for certain actions in their capacity as directors and officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT NO.
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith
electronically).
23.1 Consent of Ernst & Young LLP (filed herewith electronically).
23.2 Consent of KPMG LLP (filed herewith electronically).
23.3 Consent of PricewaterhouseCoopers LLP (filed herewith
electronically).
23.4 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on page 5 to this Registration
Statement).
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 hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume
of
3
<PAGE> 4
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) under
the Securities Act 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;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and
(a)(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 with or
furnished to the Commission 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
Section 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 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.
4
<PAGE> 5
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 of 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 Minnetonka, State of Minnesota, on August 11, 2000.
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
By: /s/ Douglas W. Kohrs
----------------------------------------
Douglas W. Kohrs
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Douglas
W. Kohrs and Gregory J. Melsen, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on August 11, 2000 by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Douglas W. Kohrs President and Chief Executive Officer and
-----------------------------------------------------
Douglas W. Kohrs Director (Principal Executive Officer)
/s/ Gregory J. Melsen Vice President - Finance, Chief Financial Officer
-----------------------------------------------------
Gregory J. Melsen (Principal Financial and Accounting Officer)
/s/ Richard B. Emmitt
-----------------------------------------------------
Richard B. Emmitt Director
/s/ Christopher H. Porter, Ph.D.
-----------------------------------------------------
Christopher H. Porter, Ph. D. Director
/s/ David W. Stassen
-----------------------------------------------------
David W. Stassen Director
/s/ James T. Treace
-----------------------------------------------------
James T. Treace Director
/s/ Elizabeth H. Weatherman
-----------------------------------------------------
Elizabeth H. Weatherman Director
</TABLE>
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
--- ---- ----------------
<S> <C> <C>
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP..............Filed herewith electronically.
23.1 Consent of Ernst & Young LLP.............................Filed herewith electronically.
23.2 Consent of KPMG LLP......................................Filed herewith electronically.
23.3 Consent of PricewaterhouseCoopers LLP....................Filed herewith electronically.
23.4 Consent of Oppenheimer Wolff & Donnelly LLP..............Included in Exhibit 5.1.
24.1 Power of Attorney........................................Included on page 5 of this Registration Statement.
</TABLE>
6
