<PAGE>
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STAAR SURGICAL COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 95-3797439
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1911 Walker Avenue, Monrovia, California 91016
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(Address of Principal Executive Offices) (Zip Code)
1990 STOCK OPTION PLAN OF STAAR SURGICAL COMPANY
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(Full Title of the Plan(s))
Andrew F. Pollet, Esq., Pollet & Woodbury,
10900 Wilshire Boulevard, #500, Los Angeles, California 90024
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(Name and address of agent for service)
(310) 208-1182
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(Telephone number, including area code, of agent for service)
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 line: X
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
<S> <C> <C> <C> <C>
Common Stock 400,000 $9.65/(1)/ $3,860,000 $1,327.59
TOTAL 400,000 $9.65 $3,860,000 $1,327.59
</TABLE>
- ------------------------
(1) Calculated in accordance with Rule 457(h)(1), the average of the bid and
asked prices for the common stock on August 3, 1995 or $9.65.
The contents of the Registrant's registration statement on Form S-8, File No.
33-37248, are incorporated herein by reference.
<PAGE>
Item 8. Exhibits--Reg. (S) 229.601.
--------------------------
5. Opinion of Pollet & Woodbury regarding the legality of the securities
offered with the consent of said firm included therein.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of BDO Seidman LLP.
24.1 Power of attorney for Peter J. Utrata.
24.2 Power of attorney for Joseph C. Gathe.
24.3 Power of attorney for Michael R. Deitz.
24.4 Power of attorney for John R. Wolf.
24.5 Power of attorney for Andrew F. Pollet.
<PAGE>
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 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 Monrovia, State of California, on August 8, 1995.
STAAR SURGICAL COMPANY
By: *
--------------------------------------
John R. Wolf
President 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 and on the date indicated.
*
- ----------------------------------------
John R. Wolf
President, Chief Executive Officer and
Director
/s/ William C. Huddleston
- ----------------------------------------
William C. Huddleston
Secretary and Chief Financial Officer
*
- ----------------------------------------
Peter J. Utrata, M. D.
Director
*
- ----------------------------------------
Michael R. Deitz, M. D.
Director
*
- ----------------------------------------
Joseph C. Gathe, M. D.
Director
*
- ----------------------------------------
Andrew F. Pollet
Director
/s/ William C. Huddleston
- -------------------------------------------
*By William C. Huddleston, attorney-in-fact
<PAGE>
STAAR SURGICAL COMPANY
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
NUMBER DESCRIPTION PAGE IN ORIGINAL
- ------ ----------- ----------------
5. Legal Opinion of Pollet & Woodbury
(consent to use included therein) 5-6
23.1 Consent of KPMG Peat Marwick LLP 7
23.2 Consent of BDO Seidman LLP 8
24.1 Power of Attorney for Peter J. Utrata 9
24.2 Power of Attorney for Joseph C. Gathe 10
24.3 Power of Attorney for Michael R. Deitz 11
24.4 Power of Attorney for John R. Wolf 12
24.5 Power of Attorney for Andrew F. Pollet 13
<PAGE>
[LETTERHEAD OF POLLET & WOODBURY]
EXHIBIT 5
August 8, 1995
Staar Surgical Company
1911 Walker Avenue
Monrovia, California 91016
Re: Registration Statement on Form S-8
Our File No.: 0808-011
----------------------------------
Gentlemen:
You have requested our opinion as to the legality of the issuance by Staar
Surgical Company (the "Corporation") of up to 400,000 shares of Common Stock
(the "Shares") pursuant to a Registration Statement on Form S-8 to be filed on
or about August 10, 1995.
As your counsel, we have reviewed and examined:
(1) The Certificate of Incorporation, as amended from time to time (the
"Certificate") of the Corporation as certified to us by the Secretary
of State of the State of Delaware and as recorded in the office of the
appropriate county recorder;
(2) The Bylaws of the Corporation, as certified to us by the Secretary of
the Corporation;
(3) The minute book of the Corporation;
(4) A copy of certain resolutions of the Corporation;
(5) The Registration Statement;
(6) Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the original of any document or instrument submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents or instruments and records, or to verify the
adequacy or accuracy of such documents, instruments and records.
Based upon the foregoing we are of the opinion that, after the Registration
Statement becomes effective and after any post-effective amendment required by
law is duly completed, filed and becomes effective (such Registration Statement
as it finally becomes effective, or, if required to be post-effectively amended,
then as it is so amended, is referred to hereinafter as the "Final Registration
Statement"), and when the applicable provisions of "blue sky" and other state
securities laws shall have been complied with, and when the Shares are issued
and sold in accordance with the Final Registration Statement, the Shares will be
duly authorized, legally issued, fully paid and nonassessable.
We express no opinion as to compliance with "blue sky" or state securities
laws of any state in which the Shares are proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Shares.
This opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or other
person without our prior written consent.
<PAGE>
STAAR SURGICAL COMPANY
August 8, 1995
Page 2
Notwithstanding the above, we consent to the reference of our firm name and
the use of our opinion in the Registration Statement. In giving these consents,
we do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act and the regulations of the
Securities and Exchange Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Pollet & Woodbury,
A Law Corporation
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
-------------------------------
To the Board of Directors and Stockholders
STAAR Surgical Company:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of STAAR Surgical Company [relating to the 1990 Stock Option Plan of STAAR
Surgical Company] of our report dated March 19, 1993, relating to the
consolidated statements of operations, stockholders' equity, and cash flows of
STAAR Surgical Company and subsidiaries for the year ended January 1, 1993, and
all related schedules, which reports appear in the Annual Report on Form 10-K of
STAAR Surgical Company.
/s/ KPMG Peat Marwick LLP
Ontario, California
August 9, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
Board of Directors
STAAR Surgical Company
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of STAAR Surgical Company of our reports dated March 17, 1995, relating
to the consolidated financial statements and schedule of STAAR Surgical Company
and subsidiaries at December 30, 1994 and December 31, 1993, and for each of the
years ended December 30, 1994 and December 31, 1993, which reports appear in the
Annual Report on Form 10-K of STAAR Surgical Company for its year ended December
30, 1994.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Los Angeles, California
August 10, 1995
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF STAAR SURGICAL COMPANY
The undersigned director of Staar Surgical Company, a Delaware corporation
(the "Corporation"), which proposes to file a registration statement on Form S-8
(the "Registration Statement") under the provisions of the Securities Act of
1933 with the Securities and Exchange Commission, Washington D.C., hereby
constitutes and appoints William C. Huddleston and John R. Wolf, with full power
of substitution and resubstitution, as attorney to sign for the undersigned in
any and all capacities such Registration Statement and any and all amendments
thereto, and any and all applications or other documents to be filed pertaining
to such Registration Statement with the Securities and Exchange Commission or
with any states or other jurisdictions in which registration is necessary to
provide for notice or sales of all or part of the securities to be registered
pursuant to the Registration Statement and with full power and authority to do
and perform any and all acts and things whatsoever required and necessary to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present. The undersigned hereby ratifies and confirms
all that said attorney-in-fact and agent, or any of his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Executed this 8th day of August, 1995.
/s/ PETER J. UTRATA
----------------------------------------
PETER J. UTRATA, M. D.
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF STAAR SURGICAL COMPANY
The undersigned director of Staar Surgical Company, a Delaware corporation
(the "Corporation"), which proposes to file a registration statement on Form S-8
(the "Registration Statement") under the provisions of the Securities Act of
1933 with the Securities and Exchange Commission, Washington D.C., hereby
constitutes and appoints William C. Huddleston and John R. Wolf, with full power
of substitution and resubstitution, as attorney to sign for the undersigned in
any and all capacities such Registration Statement and any and all amendments
thereto, and any and all applications or other documents to be filed pertaining
to such Registration Statement with the Securities and Exchange Commission or
with any states or other jurisdictions in which registration is necessary to
provide for notice or sales of all or part of the securities to be registered
pursuant to the Registration Statement and with full power and authority to do
and perform any and all acts and things whatsoever required and necessary to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present. The undersigned hereby ratifies and confirms
all that said attorney-in-fact and agent, or any of his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Executed this 9th day of August, 1995.
/s/ JOSEPH C. GATHE
--------------------------------
JOSEPH C. GATHE, M. D.
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF STAAR SURGICAL COMPANY
The undersigned director of Staar Surgical Company, a Delaware corporation
(the "Corporation"), which proposes to file a registration statement on Form S-8
(the "Registration Statement") under the provisions of the Securities Act of
1933 with the Securities and Exchange Commission, Washington D.C., hereby
constitutes and appoints William C. Huddleston and John R. Wolf, with full power
of substitution and resubstitution, as attorney to sign for the undersigned in
any and all capacities such Registration Statement and any and all amendments
thereto, and any and all applications or other documents to be filed pertaining
to such Registration Statement with the Securities and Exchange Commission or
with any states or other jurisdictions in which registration is necessary to
provide for notice or sales of all or part of the securities to be registered
pursuant to the Registration Statement and with full power and authority to do
and perform any and all acts and things whatsoever required and necessary to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present. The undersigned hereby ratifies and confirms
all that said attorney-in-fact and agent, or any of his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Executed this 4th day of August, 1995.
/s/ MICHAEL R. DEITZ
--------------------------------------
MICHAEL R. DEITZ, M. D.
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF STAAR SURGICAL COMPANY
The undersigned director of Staar Surgical Company, a Delaware corporation
(the "Corporation"), which proposes to file a registration statement on Form S-8
(the "Registration Statement") under the provisions of the Securities Act of
1933 with the Securities and Exchange Commission, Washington D.C., hereby
constitutes and appoints William C. Huddleston and John R. Wolf, with full power
of substitution and resubstitution, as attorney to sign for the undersigned in
any and all capacities such Registration Statement and any and all amendments
thereto, and any and all applications or other documents to be filed pertaining
to such Registration Statement with the Securities and Exchange Commission or
with any states or other jurisdictions in which registration is necessary to
provide for notice or sales of all or part of the securities to be registered
pursuant to the Registration Statement and with full power and authority to do
and perform any and all acts and things whatsoever required and necessary to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present. The undersigned hereby ratifies and confirms
all that said attorney-in-fact and agent, or any of his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Executed this 9th day of August, 1995.
/s/ JOHN R. WOLF
------------------------------------
JOHN R. WOLF
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF STAAR SURGICAL COMPANY
The undersigned director of Staar Surgical Company, a Delaware corporation
(the "Corporation"), which proposes to file a registration statement on Form S-8
(the "Registration Statement") under the provisions of the Securities Act of
1933 with the Securities and Exchange Commission, Washington D.C., hereby
constitutes and appoints William C. Huddleston and John R. Wolf, with full power
of substitution and resubstitution, as attorney to sign for the undersigned in
any and all capacities such Registration Statement and any and all amendments
thereto, and any and all applications or other documents to be filed pertaining
to such Registration Statement with the Securities and Exchange Commission or
with any states or other jurisdictions in which registration is necessary to
provide for notice or sales of all or part of the securities to be registered
pursuant to the Registration Statement and with full power and authority to do
and perform any and all acts and things whatsoever required and necessary to be
done in the premises, as fully to all intents and purposes as the undersigned
could do if personally present. The undersigned hereby ratifies and confirms
all that said attorney-in-fact and agent, or any of his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Executed this 4th day of August, 1995.
/s/ ANDREW F. POLLET
----------------------------------------
ANDREW F. POLLET
