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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STAAR SURGICAL COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 95-3797439
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1911 Walker Avenue
Monrovia, California 91016
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(Address of principal executive offices) (Zip Code)
1995 STAAR Surgical Company Consultant Stock Plan
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(Full title of the plan)
Andrew F. Pollet
1911 Walker Avenue
Monrovia, California 91016
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(Name and address of agent for service)
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(626) 303-7902
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(Telephone number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(3)
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<S> <C> <C> <C> <C>
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Common Stock 250,000 $ 13.87 $ 3,467,500 $ 915.42
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(1) This Registration Statement shall also cover any additional shares of common
stock which become issuable under the 1995 STAAR Surgical Company Consultant
Stock Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the outstanding
shares of Registrant's common stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
based on the average of the high and low prices of the Registrant's common stock
as reported by the Nasdaq National Market on November 27, 2000.
(3) Calculated pursuant to General Instruction E on Form S-8.
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
The contents of the Registrant's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on June 15, 1995 (File No. 33-60241) is
hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Annual Report on Form 10-K for the fiscal year ended December
31, 1999, filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on March 30, 2000, which contains audited consolidated
financial statements for the most recent fiscal year for which such statements
have been filed.
(b) The Registrant's Proxy Statement dated May 1, 2000.
(c) The Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, filed by the Registrant with the Commission on May 15, 2000.
(d) The Quarterly Report on Form 10-Q/A for the quarter ended June 30,
2000, filed by the Registrant with the Commission on September 29, 2000.
(e) The Quarterly Report on Form 10-Q for the quarter ended September
30, 2000, filed by the Registrant with the Commission on November 13, 2000.
(f) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form S-18, registration number
2-83434.
(g) In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 into this
registration statement and to be a part hereof from the date of filing of such
documents.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Andrew F. Pollet, one of the principals of the law firm of Pollet &
Richardson, is the Chairman of the Registrant's Board of Directors, its interim
Chief Executive Officer and President and the owner of 1,014,880 shares of the
Registrant's common stock and options to purchase an additional 212,000 shares
of the Registrant's common stock. Pollet & Richardson will give an opinion
regarding certain legal matters in connection with this offering of our
securities.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation, as amended.
4.2 Bylaws
4.3 Stockholders Rights Plan
5. Opinion regarding legality
23.1 Consent of BDO Seidman LLP
23.2 Consent of Pollet & Richardson (included in Exhibit 5)
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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 this 1st day of
December, 2000.
STAAR SURGICAL COMPANY
By: /s/ ANDREW F. POLLET
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Andrew F. Pollet, its Interim President and
Interim 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:
Dated: December 1, 2000 /s/ ANDREW F. POLLET
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Andrew F. Pollet,
Interim President, and
Interim Chief Executive Officer
Dated: December 1, 2000 /s/ JOHN SANTOS
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John Santos, Chief Financial Officer and
Chief Accounting Officer
Dated: December 1, 2000 /s/ ANDREW F. POLLET
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Andrew F. Pollet, Director and Chairman
Dated: December 1, 2000 /s/ PETER J. UTRATA
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Peter J. Utrata, Director
Dated: December 1, 2000 /s/ VOLKER D. ANHAEUSSER
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Volker D. Anhaeusser, Director
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INDEX TO EXHIBITS
Exhibit Number Description
4.1 Certificate of Incorporation, as amended(1)
4.2 Bylaws(1)
4.3 Stockholders Rights Plan(2)
5. Opinion regarding legality
23.1 Consent of BDO Seidman LLP
23.2 Consent of Pollet & Richardson (included in Exhibit 5)
(1) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, as filed on March 30, 2000. SEC file
number 000-11634.
(2) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended January 3, 1997, as filed on April 2, 1997, SEC file number
000-11634.
