<PAGE>
As filed with the Securities and Exchange Commission on June 8, 1999
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 41-1695729
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2575 University Avenue 55114-1024
St. Paul, Minnesota (Zip Code)
(Address of Principal Executive Offices)
---------------------
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
----------------------
Connie L. Magnuson
Vice-President-Finance, Chief Financial Officer
2575 University Avenue
St. Paul, Minnesota 55114-1024
(Name and address of agent for service)
(651) 603-3700
(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
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of securities to be Amount to be registered(1) Proposed maximum Proposed maximum Amount of
registered offering price per aggregate offering registration fee
share(2) price(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (3).......... 400,000 shares $2.65625 $1,062,500.00 $295.38
===========================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), 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 pursuant to Rule 457(h) under the
Securities Act on the basis of the average between the high and low
reported sales prices of the Registrant's Common Stock on June 4, 1999, as
reported by the Nasdaq National Market.
(3) Each share of Common Stock includes one Common Stock Purchase Right.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
----------------
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 400,000 shares of Common Stock, $.01 par value per
share, of Bio-Vascular, Inc. (the "Company") to be issued pursuant to the
Company's 1995 Stock Incentive Plan (the "Plan"), bringing the total number of
shares issuable thereunder and registered under the Securities Act to 1,066,227
and the total number of shares specifically reserved under the Plan to 810,000.
Pursuant to Instruction E of Form S-8, the contents of the Registration
Statement on Form S-8, dated October 15, 1996 (File. No. 333-14093) which was
previously filed with the Securities and Exchange Commission relating to the
Plan are incorporated herein by reference.
Item 8. Exhibits.
4.1 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 No.
0-13907)).
4.2 Form of 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 Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith electronically).
24.1 Power of Attorney (included on page II-2 of this Registration Statement).
II-1
<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 June 8, 1999.
BIO-VASCULAR, INC.
By: /s/ Connie L. Magnuson
-----------------------------------------
Connie L. Magnuson
Vice President - Finance, Chief Financial
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints M. Karen Gilles and Connie L. Magnuson, 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 or her 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
attorneys-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 attorneys-in-fact and agents or
their 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 June 8, 1999 by the following persons
in the capacities indicated.
/s/ M. Karen Gilles President, Chief Executive Officer (Principal
- --------------------------- Executive Officer) and Director
M. Karen Gilles
/s/ Connie L. Magnuson Vice President - Finance, Chief Financial
- --------------------------- Officer and Secretary (Principal Financial and
Connie L. Magnuson Accounting Officer)
/s/ Timothy M. Scanlan Chairman, Board of Directors
- ---------------------------
Timothy M. Scanlan
/s/ Richard W. Perkins Director
- ---------------------------
Richard W. Perkins
/s/ Anton R. Potami Director
- ---------------------------
Anton R. Potami
/s/ William G. Kobi Director
- ---------------------------
William G. Kobi
/s/ Edward E. Strickland Director
- ---------------------------
Edward E. Strickland
II-2
<PAGE>
BIO-VASCULAR, INC.
REGISTRATION STATEMENT
ON FORM S-8
INDEX TO EXHIBITS
-----------------
Item No. Description Method of Filing
4.1 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 No. 0-13907).
4.2 Form of 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 Oppenheimer Wolff &
Donnelly LLP...................... Included in Exhibit 5.1.
23.2 Consent of PricewaterhouseCoopers
LLP............................... Filed herewith electronically.
24.1 Power of Attorney................. Included on page II-2 of this
Registration Statement.
<PAGE>
June 8, 1999
Exhibit 5.1
Bio-Vascular, Inc.
2575 University Ave.
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 corporation (the "Company"),
in connection with the registration by the Company of 400,000 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 June 8, 1999 (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 Plan.
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan, will be validly issued, fully
paid and nonassessable.
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.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 8, 1998 relating to the
consolidated financial statements, which appears in the 1998 Annual Report to
Shareholders of Bio-Vascular, Inc., which is incorporated by reference in
Bio-Vascular, Inc.'s 1998 Annual Report on Form 10-K for the year ended October
31, 1998. We also consent to the incorporation by reference of our report dated
December 8, 1998 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
June 8, 1999
