<PAGE>
As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________
ACUSON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 3845 94-2784998
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)
1220 Charleston Road
Mountain View, CA 94043
(650) 969-9112
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Charles H. Dearborn
Vice President of Human Resources and Legal Affairs, General Counsel and
Secretary
1220 Charleston Road
Mountain View, CA 94043
(650) 969-9112
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Keith A. Flaum, Esq.
Cooley Godward LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
___________
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after the
effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X]
333-93495
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Shares to be Offering Aggregate Amount of
Registered Amount to be Registered (1) Price per Share Offering Price Registration Fee (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 18 $15.06 $271.08 $0.07
$0.0001 per share
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement shall cover any additional shares of Common
Stock which become issuable by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of shares of the
Registrant's outstanding Common Stock.
(2) 1,272,541 shares were registered under Registration Statement No. 333-
93495, in connection with which a filing fee of $4,041.49 was paid.
================================================================================
Explanatory Note
This registration statement relates to the public offering of Common Stock
of Acuson Corporation contemplated by a Registration Statement on Form S-3 (File
No. 333-93495) (the "Prior Registration Statement"), which was declared
effective by the Securities and Exchange Commission on January 11, 2000, and is
filed solely to increase the number of shares to be offered in such offering by
18 shares. The contents of the Prior Registration Statement are hereby
incorporated by reference.
<PAGE>
Explanatory Note
This registration statement relates to the public offering of Common Stock
of Acuson Corporation contemplated by a Registration Statement on Form S-3 (File
No. 333-93495) (the "Prior Registration Statement"), which was declared
effective by the Securities and Exchange Commission on January 11, 2000, and is
filed solely to increase the number of shares to be offered in such offering by
18 shares. The contents of the Prior Registration Statement are hereby
incorporated by reference.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, the State of California on the 10th
day of February, 2000.
ACUSON CORPORATION
By: /s/ Daniel R. Dugan
---------------------
Daniel R. Dugan
President and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Signature Title Date
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
* Chief Executive Officer and Chairman February 10th, 2000
Samuel H. Maslak of the Board
- -------------------------------------------------------------------------------------------------------------------
President and Director February 10th, 2000
/s/ Daniel R. Dugan
- -------------------
Daniel R. Dugan
- -------------------------------------------------------------------------------------------------------------------
* Vice President, Chief Financial February 10th, 2000
Barry Zwarenstein Officer (Principal Financial Officer)
- -------------------------------------------------------------------------------------------------------------------
* Vice President, Corporate Controller February 10th, 2000
L. Thomas Morse (Principal Accounting Officer)
- -------------------------------------------------------------------------------------------------------------------
* Director February 10th, 2000
Albert L. Greene
- -------------------------------------------------------------------------------------------------------------------
* Director February 10th, 2000
Karl H. Johannsmeier
- -------------------------------------------------------------------------------------------------------------------
* Director February 10th, 2000
William J. Mercer
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
*By: /s/ Daniel R. Dugan
-------------------
Daniel R. Dugan
ATTORNEY-IN-FACT
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
Exhibit
- -------
Number Description of Document
- ------ -----------------------
<S> <C>
5.1 Opinion of Cooley Godward LLP as to legality of securities.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Cooley Godward LLP (reference is made to Exhibit 5.1).
24.1 Power of Attorney, incorporated by reference to the Registration
Statement on Form S-3 of the Registrant, File No. 333-93495.
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
February 10, 2000
Acuson Corporation
1220 Charleston Road
Mountain View, CA 94043
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Acuson Corporation, a Delaware corporation (the "Company") of
an abbreviated registration statement pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") on February 10, 2000,
covering the sale by certain selling stockholders of an additional 18 shares of
the Company's common stock (the "Selling Stockholder Shares"). All of the
Selling Stockholder Shares are to be sold by the selling stockholders as
described in the Registration Statement.
In connection with this opinion, we have examined the Registration Statement and
related Prospectus incorporated by reference therein, the Company's Certificate
of Incorporation and Bylaws, each as amended and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
Our opinion is expressed only with respect to the federal laws of the United
States of America, the General Corporation Law of the State of Delaware and the
laws of the State of California. We express no opinion as to whether the laws of
any particular jurisdiction other than those identified above are applicable to
the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Selling Stockholder Shares are 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, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
Cooley Godward LLP
By: /s/ Keith A. Flaum
----------------------------
Keith A. Flaum
2.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 29, 1999
included in Acuson Corporation's Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
February 9, 2000
3.
