<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1996
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
BIO-VASCULAR, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1526554
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
----------------------
2575 University Avenue
St. Paul, Minnesota 55114-1024
(612) 603-3700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------
BIO-VASCULAR
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
----------------------
M. KAREN GILLES
BIO-VASCULAR, INC.
2575 UNIVERSITY AVENUE
ST. PAUL, MINNESOTA 55114-1024
(612) 603-3700
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share(3)......... 666,227 shares $7.75 $5,165,317.61 $1,566.00
====================================================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement includes an
indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the registration fee and calculated as follows: (i) with
respect to options previously granted under the plan, as to 36,758 shares of Common Stock, on the basis of the weighted
average exercise price of such option grants of $8.83 per share, and (ii) with respect to shares previously issued and
incentive awards to be granted under the plan, on the basis of the average between the high and low reported sales prices of
the Registrant's Common Stock on October 10, 1996 OF $7.69 per share, as reported by the Nasdaq National Market.
(3) each share of Common Stock includes one Common Stock Purchase Right.
====================================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Bio-Vascular, Inc. (the "Company")
(File No. 0-13907) with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement: (1)
Annual Report on Form 10-K for the year ended October 31, 1995; (2) Quarterly
Reports on Form 10-Q for the quarters ended January 31, April 30, and July 31,
1996; (3) Current Report on Form 8-K dated June 12, 1996; (4) all other reports
filed by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since October 31, 1995; (5) the
description of the Company's Common Stock contained in its Registration
Statement on Form 10, including any amendments or reports filed for the purpose
of updating such description; and (6) the description of the Company's Common
Stock Purchase Rights contained in the Company's Registration Statement on Form
8-A, including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers 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 consolidated financial statements and financial statement schedule
of the Company incorporated by reference in this Registration Statement have
been audited by Coopers & Lybrand L.L.P., independent accountants, for the
periods indicated in such firm's reports thereon, which reports are included in
the Company's Annual Report on Form 10-K for the year ended October 31, 1995.
The consolidated financial statements and financial statement schedule audited
by Coopers & Lybrand L.L.P. have been incorporated herein by reference in
reliance on such firm's reports given on their authority as experts in
accounting and auditing. To the extent that Coopers & Lybrand L.L.P. audits and
reports on the financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements will also
be incorporated by reference in the Registration Statement in reliance upon
their report and said authority.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Company's Common Stock and the Common Stock
Purchase Rights to be offered pursuant to this Registration Statement has been
incorporated by reference into this Registration Statement as described in Item
3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a Minnesota business corporation shall indemnify any director, officer,
employee or agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
Article Five of the Company's Bylaws provides that the Company will
indemnify such persons, for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as permitted by Minnesota Statutes
Section 302A.521 as enacted and as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be re-offered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
4.1 Form of the Company's Common Stock Certificate (filed herewith
electronically).
4.2 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on Form
10 (File No. 0-13907)).
4.3 Amendment to Restated Articles of Incorporation of the Company, dated June
21, 1995 (incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3 (File No. 33-62199)).
4.4 Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-4 (File No.
33-74750)).
4.5 Rights Agreement dated June 12, 1996 between the Company and American
Stock Transfer and Trust Company (incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K dated June 12, 1996 (File No.
0-13907)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith electronically).
24.1 Power of Attorney (included on page 5 of this Registration Statement).
99.1 1995 Stock Incentive Plan (incorporated by reference to Amendment No. 1 to
the Company's Schedule 14-A/A Proxy Statement for the Company's 1996
Annual Meeting (File No. 0-13907)).
ITEM 9. UNDERTAKINGS.
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:
3
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of 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 Act if, in the
aggregate, the changes in volume and price represent no
more than a 20% 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 the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, 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,
4
<PAGE>
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.
5
<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 St. Paul, State of Minnesota, on October 10, 1996.
BIO-VASCULAR, INC.
By /s/ JOHN T. KARCANES
----------------------
John T. Karcanes
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Karcanes and M. Karen Gilles, and each of them,
as his or her true and lawful attorney-in-fact and agent, each with full powers
of substitution and re-substitution, for him 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 of 1933, this
Registration Statement has been signed on October 10, 1996 by the following
persons in the capacities indicated.
/s/ JOHN T. KARCANES President, Chief Executive Officer (Principal
- --------------------------- Executive Officer) and Director
John T. Karcanes
/s/ M. KAREN GILLES Vice President of Finance, Chief Financial
- --------------------------- Officer and Secretary (Principal Financial
M. Karen Gilles and Accounting Officer)
/s/ JAMES F. LYONS Chairman of the Board of Directors
- ---------------------------
James F. Lyons
/s/ RICHARD W. PERKINS Director
- ---------------------------
Richard W. Perkins
/s/ EDWARD E. STRICKLAND Director
- ---------------------------
Edward E. Strickland
/s/ LAWRENCE PERLMAN Director
- ---------------------------
Lawrence Perlman
6
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
ITEM DESCRIPTION METHOD OF FILING
- ---- ----------- ----------------
NO.
- ---
<S> <C> <C>
4.1 Form of the Company's
Common Stock Certificate... Filed herewith electronically.
4.2 Restated Articles of
Incorporation of the
Company.................... Incorporated by reference to Exhibit 3.2
to the Company's Registration Statement
on Form 10 (File No. 0-13907).
4.3 Amendment to Restated
Articles of
Incorporation of the
Company, dated June 21,
1995....................... Incorporated by reference to Exhibit 4.2
to the Company's Registration Statement
on Form S-3 (File No. 33-62199).
4.4 Amended and Restated
Bylaws of the Company...... Incorporated by reference to Exhibit 3.2
to the Company's Registration Statement
on Form 10 (File No. 0-13907).
4.5 Rights Agreement dated
June 12, 1996 between
the Company and
American Stock Transfer
and Trust Company.......... Incorporated by reference to the
Company's Current Report on Form 8-K
dated June 12, 1996 (File No. 0-13907).
5.1 Opinion and Consent of
Oppenheimer Wolff &
Donnelly................... Filed herewith electronically.
23.1 Consent of Oppenheimer
Wolff & Donnelly........... Included in Exhibit 5.1.
23.2 Consent of Coopers &
Lybrand L.L.P.............. Filed herewith electronically.
24.1 Power of Attorney.......... Included on page 5 of this Registration
Statement.
99.1 1995 Stock Incentive
Plan....................... Incorporated by reference to Amendment
No. 1 to the Company's Schedule 14-A/A
Proxy Statement for the Company's 1996
Annual Meeting (File No. 0-13907).
</TABLE>
7
<PAGE>
[ART WORK] [ART WORK]
NUMBER 11389 SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
BIO.VASCULAR, INC.
SEE REVERSE SIDE
FOR CERTAIN DEFINITIONS
-----------------------
| CUSIP 090923 10 3 |
-----------------------
THIS CERTIFIES THAT
[SPECIMEN]
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF
$.01 PER SHARE, OF
BIO.VASCULAR, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney on surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and
Registrar.
WITNESS the facsimile signatures of its duly authorized officers.
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Transfer Agent and Registrar
Authorize Signature
Dated:
/s/ M. Karen Gilles /s/ John T. Karcanes
SECRETARY AND CHIEF FINANCIAL OFFICER PRESIDENT AND CHIEF
EXECUTIVE OFFICER
<PAGE>
- --------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UTMA - _______ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by entireties under Uniform Transfer to Minors
JT TEN - as joint tenants with right of Act ___________________________
survivorship and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above list.
- --------------------------------------------------------------------------------
For value received _______ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------- Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated ________________________________________
________________________________________
NOTICE THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER
SIGNATURE GUARANTEED
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between Bio-Vascular, Inc. (the "Company")
and American Stock Transfer & Trust Company (the "Rights Agent") dated as of
June 12, 1996 (the "Rights Agreement"), and as the same may be amended from time
to time, the terms of which (including restrictions on the transfer of such
Rights) are hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge after
receipt of a written request therefor from such holder. Under certain
circumstances, as set forth in the Rights Agreement, Rights issued to, or held
by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or
any Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement) and any subsequent holder of such Rights, whether currently held by
or on behalf of such Person or any subsequent holder, may become null and void.
<PAGE>
EXHIBIT 5.1
[OPPENHEIMER WOLFF & DONNELLY LETTERHEAD]
October 15, 1996
Bio-Vascular, Inc.
2575 University Avenue
St. Paul, Minnesota 55114-1024
Re: Bio-Vascular, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Bio-Vascular, Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of 666,227 shares
of the Company's Common Stock, $.01 par value (the "Shares"), issuable under the
Company's 1995 Stock Incentive Plan (the "Plan"), pursuant to the Company's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on October 15, 1996 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Plan referred to in the Registration Statement,
will be validly issued, fully paid and nonassessable.
<PAGE>
Bio-Vascular, Inc.
October 15, 1996
Page 2
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal law of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and to its use as part of the Registration Statement
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Bio-Vascular, Inc. on Form S-8 of our reports dated December 8, 1995, except as
to the last paragraph of Note 9, for which the date is January 15, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of Bio-Vascular, Inc. as of October 31, 1995 and 1994, and for each of the three
years in the period ended October 31, 1995, which reports are included in the
Company's Annual Report on Form 10-K for the year ended October 31, 1995. We
also consent to the reference to our Firm under the caption "Incorporation of
Documents by Reference."
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
October 10, 1996
