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As filed with the Securities and Exchange Commission on
February 5, 1997 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLLAGEN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2300486
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2500 FABER PLACE
PALO ALTO, CALIFORNIA 94303
(415) 856-0200
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1990 DIRECTORS' STOCK OPTION PLAN
1994 STOCK OPTION PLAN
(Full title of the plan)
HOWARD D. PALEFSKY
Chairman and Chief Executive Officer
COLLAGEN CORPORATION
2500 Faber Place
Palo Alto, California 94303
(415) 856-0200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Cathryn S. Chinn
Charles L. Moore
Renee R. Deming
VENTURE LAW GROUP
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Maximum Aggregate Amount of
Amount to be Offering Price Offering Registration
Title of Securities to be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
1990 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$0.01 par value....................... 100,000 Shares(1) $20.875(2) $ 2,087,500 $ 632.58
1994 STOCK OPTION PLAN
Common Stock,
$0.01 par value....................... 400,000 Shares(3) $20.875(4) $ 8,350,000 $ 2,530.30
- -------------------------------------------------------------------------------------------------------------------
TOTAL 500,000 Shares $10,437,500 $3,162.88
-----
</TABLE>
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(1) This total represents a 100,000 share increase in the shares reserved for
issuance under the Registrant's 1990 Directors' Stock Option Plan, which
increase was approved by the Registrant's Board of Directors in August
1995 and the Registrant's stockholders in October 1995. This total excludes
an additional 100,000 shares that were registered for issuance under the
1990 Directors' Stock Option Plan pursuant to a previous registration
statement on Form S-8 filed by the Registrant.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. This
computation is based on the average of the high and low prices of the
Common Stock as reported on the Nasdaq National Market on February 3, 1997
because such securities are to be issued at prices based upon fluctuating
market prices.
(3) This total represents a 400,000 share increase in the shares reserved for
issuance under the Registrant's 1994 Stock Option Plan, which increase was
approved by the Registrant's Board of Directors in August 1996 and the
Registrant's stockholders in October 1996. This total excludes an
additional 750,000 shares that were registered for issuance under the 1994
Stock Option Plan pursuant to a previous registration statement on Form S-8
filed by the Registrant.
(4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "1933 Act") solely for the purpose of calculating the registration
fee. This computation is based upon of the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
February 3, 1997 because such securities are to be issued at prices based
upon fluctuating market prices.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
ITEM 3 (a)
The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1996 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
ITEM 3 (b)
The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, filed pursuant to Section 13 of the Exchange Act.
ITEM 3 (c)
The descriptions of the Company's Common Stock and associated preferred
share purchase rights contained in the Company's Registration Statements on Form
8-A filed August 26, 1982 and November 29, 1994, respectively, pursuant to
Section 12(g) of the Exchange Act.
All documents subsequently filed by the Registrant 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 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
Not Applicable.
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ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation may 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, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust 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 interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor...[by reason
of his service in one of the capacities specified in the preceding sentence]
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."
The Registrant's Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such Certificate of Incorporation also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification permitted or authorized thereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or
omissions occurring in whole or in part before the effective date of such
amendment or repeal.
The Registrant's Bylaws provide that the Registrant shall indemnify
to the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he was or is a director, officer, or
employee of the Registrant or serves or served any other enterprise as a
director, officer or employee at the request of the Registrant.
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The Registrant has entered or will enter into indemnification
agreements with its directors and certain of its officers. The Registrant
currently maintains insurance on behalf of its officers and directors against
losses arising from any claim asserted against or incurred by such individuals
in any such capacity, subject to certain exclusions.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8 EXHIBITS
Exhibit
Number Document
4.1(1) 1990 Directors' Stock Option Plan, as amended.
4.2(2) 1994 Stock Option Plan, as amended.
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1 hereto).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (see page 7).
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(1) Incorporated by reference to Exhibit 10.44 filed with the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995.
(2) Incorporated by reference to Exhibit 10.62 filed with the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996.
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 the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "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.
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B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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 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 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 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.
[Signature page follows]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Collagen Corporation, a corporation organized and existing under the
laws of the State of Delaware, 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 Palo Alto, State of
California, on January 31, 1997.
COLLAGEN CORPORATION
By: /s/ Howard D. Palefsky
--------------------------------
Howard D. Palefsky, Chairman
of the Board of Directors
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howard D. Palefsky and David J. Foster,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ -------------------------------- -----------------------
<S> <C> <C>
/s/ Howard D.Palefsky Chairman of the Board of Directors January 31, 1997
- ------------------------------------ and Chief Executive Officer
(Howard D. Palefsky) (Principal Executive Officer)
/s/ Gary S. Petersmeyer President, Chief January 31, 1997
- ------------------------------------ Operating Officer
(Gary S. Petersmeyer) and Director
/s/ David J. Foster Vice President and Chief January 31, 1997
- ------------------------------------ Financial Officer
(David J. Foster) (Principal Accounting and
Financial Officer)
/s/ Reid W. Dennis Director January 31, 1997
- ------------------------------------
(Reid W. Dennis)
/s/ John R. Daniels, M.D. Director January 31, 1997
- ------------------------------------
(John R. Daniels, M.D.)
/s/ William G. Davis Director January 31, 1997
- ------------------------------------
(William G. Davis)
/s/ Rodney Perkins, M.D. Director January 31, 1997
- ------------------------------------
(Rodney Perkins, M.D.)
/s/ Roger H. Salquist Director January 31, 1997
- ------------------------------------
(Roger H. Salquist)
/s/ Craig W. Johnson Director January 31, 1997
- ------------------------------------
(Craig W. Johnson)
/s/ Anne L. Bakar Director January 31, 1997
- ------------------------------------
(Anne Bakar)
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number
4.1(1) 1990 Directors' Stock Option Plan, as amended.
4.2(2) 1994 Stock Option Plan, as amended.
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1 hereto).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (see page 7).
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(1) Incorporated by reference to Exhibit 10.44 filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
(2) Incorporated by reference to Exhibit 10.62 filed with the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1996.
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Exhibit 5.1
February 5, 1997
Collagen Corporation
2500 Faber Place
Palo Alto, CA 94303
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 February 5, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 100,000 shares of your
Common Stock reserved for issuance under the 1990 Directors' Stock Option Plan
and 400,000 shares of your Common Stock reserved for issuance under the 1994
Stock Option Plan (collectively the "Shares"). The 1990 Directors' Stock Option
Plan and the 1994 Stock Option Plan are referred to collectively as the
"Plans." As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the respective agreement which accompanies each
grant under the Plans, the Shares 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 it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP,
A Professional Corporation
/s/ Venture Law Group
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the registration of additional shares under
the 1990 Directors' Stock Option Plan and the 1994 Stock Option Plan of Collagen
Corporation of our report dated August 2, 1996, with respect to the consolidated
financial statements and schedules of Collagen Corporation included in its
Annual Report (Form 10-K) for the year ended June 30, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
January 31, 1997
