<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1998.
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Registration No. 333-64563
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BIO-VASCULAR, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1526554
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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2575 University Avenue
St. Paul, Minnesota 55114
(651) 603-3700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Connie L. Magnuson
Vice President - Finance and Chief Financial Officer
2575 University Avenue
St. Paul, Minnesota 55114
(651) 603-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Michael J. Kolar, Esq.
Oppenheimer Wolff & Donnelly LLP
3400 Plaza VII, 45 South Seventh Street
Minneapolis, Minnesota 55402
(612) 607-7000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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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. [x]
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. [ ]
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. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
2.1 Acquisition Agreement and Plan of Reorganization by and among Bio-Vascular,
Inc., Jer-Neen Acquisition, Inc., Jer-Neen Manufacturing Co., Inc., George
Nelson, Jr., Ronald Breckner, James Pfau, Willard Sykes and Catherine
Sykes, dated July 31, 1998 (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated July 31, 1998, as amended (File
No. 0-13907)).
4.1 Restated Articles of Incorporation of the Company, as amended,
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended April 30, 1997 (File No. 0-13907)).
4.2 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)).
4.3 Form of Common Stock Certificate of the Company (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form 10 (File
0-13907)).
4.4 Rights Agreement, dated as of June 12, 1996, between Bio-Vascular, Inc. and
American Stock Transfer & Trust Company, which includes as Exhibit A the
form of Rights Certificate (incorporated by reference to Exhibit 4.1 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 LLP (filed herewith
electronically).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith electronically).*
23.2 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-4 of this Registration Statement).*
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*Indicates item previously filed
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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-3 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 and State of Minnesota, on December 10,
1998.
By: /s/ Connie L. Magnuson
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Connie L. Magnuson
Vice President - Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on December 10,
1998 in the capacities indicated.
Signature Title
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* President, Chief Executive Officer and
- ---------------------------- Director (Principal Executive Officer)
M. Karen Gilles
* Chairman of the Board and Director
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Timothy M. Scanlan
* Director
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William G. Kobi
* Director
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Richard W. Perkins
* Director
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Anton R. Potami
* Director
- ----------------------------
Timothy M. Scanlan
* Director
- ----------------------------
Edward E. Strickland
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* By: /s/ Connie L. Magnuson
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Connie L. Magnuson
Attorney-in-fact
II-2
<PAGE>
BIO-VASCULAR, INC.
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3
<TABLE>
<CAPTION>
Item No. Description Method of Filing
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<S> <C> <C>
2.1 Acquisition Agreement and Plan of
Reorganization by and among
Bio-Vascular, Inc., Jer-Neen
Acquisition, Inc., Jer-Neen
Manufacturing Co., Inc., George Nelson, Jr.,
Ronald Breckner, James Pfau, Willard
Sykes and Catherine Sykes, dated
July 31, 1998.................................Incorporated by
reference to Exhibit
2.1 to the Company's
Current Report on Form
8-K, dated July 31,
1998, as amended (File
No. 0-13907).
4.1 Restated Articles of Incorporation of the
Company, as amended...........................Incorporated by
reference to Exhibit
3.1 to the Company's
Quarterly Report on
Form 10-Q for the
quarter ended April
30, 1997 (File No.
0-13907).
4.2 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).
4.3 Form of Common Stock Certificate of the
Company.......................................Incorporated by
reference to
Exhibit 4.1 to the
Company's Registration
Statement on Form 10
(File 0-13907).
4.4 Rights Agreement, dated as of June 12, 1996,
between Bio-Vascular, Inc. and American
Stock Transfer & Trust Company, which
includes as Exhibit A the form of Rights
Certificate...................................Incorporated by
reference to Exhibit
4.1 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 LLP..................................Filed herewith
electronically.
23.1 Consent of PricewaterhouseCoopers LLP.........Filed herewith
electronically.*
23.2 Consent of Oppenheimer Wolff & Donnelly LLP...Included in
Exhibit 5.1.
24.1 Power of Attorney.............................Included on page II-4
of this Registration
Statement.*
</TABLE>
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*Indicates item previously filed
<PAGE>
EXHIBIT 5.1
December 10, 1998
Bio-Vascular, Inc.
2575 University Avenue
St. Paul, MN 55114
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Bio-Vascular Inc., a Minnesota corporation (the
"Company"), in connection with the registration by the Company of the offer and
sale of 585,872 shares of the Company's Common Stock, $.01 par value (including
the associated Common Stock Purchase Rights) (the "Shares"), pursuant to the
Company's Registration Statement on Form S-3 (the "Registration Statement").
The Registration Statement has been filed with the Securities and Exchange
Commission on behalf of those certain selling shareholders named therein (the
"Selling Shareholders"). The Shares have been issued under the terms of an
Acquisition Agreement and Plan of Reorganization, dated as of July 31, 1998, by
and among the Company, Jer-Neen Manufacturing Co., Inc. and the Selling
Shareholders (the "Acquisition Agreement").
In rendering this opinion, we have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements and other instruments, certificates of officers,
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 genuineness 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, it is our opinion that:
(1) The Company had the corporate authority to issue the Shares in the
manner and under the terms of the Acquisition Agreement.
(2) The Shares being registered for resale by the Selling Shareholders
under the Registration Statement have been duly authorized and are
validly issued, fully paid and nonassessable.
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We express no opinion with respect to laws other than those of the State of
Minnesota and the federal laws 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, to its use as part of the Registration Statement, and to
the use of our name under the caption "Validity of Common Stock" in the
Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY LLP
