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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE SPECTRANETICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 84-0997049
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
96 TALAMINE COURT
COLORADO SPRINGS, COLORADO 80907
(719) 633-8333
(Address of principal executive offices and telephone number)
STOCK OPTION PLAN
(Full title of the plans)
JAMES P. MCCLUSKEY CHRISTOPHER L. KAUFMAN, ESQ.
THE SPECTRANETICS CORPORATION KIMBERLY L. BROUGHER, ESQ.
96 TALAMINE COURT LATHAM & WATKINS
COLORADO SPRINGS, COLORADO 80907 505 MONTGOMERY ST., SUITE 1900
(719) 633-8333 SAN FRANCISCO, CALIFORNIA 94111
(Name, address and telephone number, (415) 395-8030
including area code, of agent for service) (Copies of all correspondence)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate
Title of securities Amount to be price per offering Amount of
to be registered registered (1) unit(2) price(2) registration fee
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Common Stock, $.001 900,000 $4.53 $4,077,000 $1,406.00
par value.(3) shares
(1) The Stock Option Plan (the "Plan") authorizes the issuance of a maximum
2,100,000 shares of Common Stock, $.001 par value (the "Common Stock") of
The Spectranetics Corporation (the "Company") upon the exercise of options,
stock appreciation rights and other awards, 900,000 of which are being
registered hereunder. No options, stock appreciation rights or other awards
have been granted with respect to the 900,000 shares being registered
hereunder.
(2) Computed solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h) and (c), based upon the
average of high and low prices reported on the NASDAQ National Market System
on July 19, 1996 (which were $4.8125 and $4.25, respectively).
(3) Each share of Common Stock includes one common share purchase Right under
the Rights Agreement dated as of May 6, 1996 between the Registrant and
Norwest Bank Minnesota, N.A., as Rights Agent.
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Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the Plan are exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF PRIOR REGISTRATION STATEMENTS
By Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on April 1, 1992 (Registration No.
33-46725) and Registration Statement on Form S-8 filed with the Commission on
September 26, 1994 (together, the "Prior Registration Statements"), The
Spectranetics Corporation, a Delaware corporation (the "Company") previously
registered 1,085,593 and 783,334 shares, respectively, of Common Stock of the
Company reserved for issuance from time to time in connection with the 1988
Incentive Stock Option Plan, the 1988 Non-Qualified Stock Option Plan, the
1989 Incentive Stock Option Plan, the 1990 Incentive Stock Option Plan, the
Stock Option Plan, and the Nonemployee Director Stock Option Plan. The Stock
Option Plan has been amended to increase the number of shares of Common Stock
issuable under the Stock Option Plan from 1,200,000 shares to 2,100,000
shares of Common Stock. The contents of the Prior Registration Statements are
incorporated by reference herein to the extent not modified or superseded
hereby by any subsequently filed document which is incorporated by reference
herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by
reference herein:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995, filed by the Company with the Commission;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996, filed by the Company with the Commission;
(c) The description of the Common Stock contained in the Form 8-A
Registration Statement used to register the Common Stock and filed with the
Commission, including any subsequently filed amendments and reports updating
such description.
In addition to the foregoing documents, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Page 2
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ITEM 8. EXHIBITS
4.5 Amendment to Stock Option Plan.
5.1 Opinion and Consent of Latham and Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
Page 3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Colorado Springs, State of Colorado, on the 19th day
of July, 1996.
THE SPECTRANETICS CORPORATION
By: /s/ E. Wyatt Cannady
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E. Wyatt Cannady, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ E. Wyatt Cannady President and Chief
- --------------------------- Executive Officer, Director July 19, 1996
E. Wyatt Cannady (Principal Executive Officer)
/s/ James P. McCluskey Vice President, Finance
- --------------------------- (Principal Financial and July 19, 1996
James P. McCluskey Accounting Officer)
/s/ Emile J. Geisenheimer Director and Chairman of the
- --------------------------- Board of Directors July 19, 1996
Emile J. Geisenheimer
/s/ Gary R. Bang
- --------------------------- Director July 19, 1996
Gary R. Bang
- --------------------------- Director , 1996
Cornelius C. Bond, Jr.
/s/ Robert J. DePasqua
- --------------------------- Director July 19, 1996
Robert J. DePasqua
/s/ Kinney L. Johnson
- --------------------------- Director July 19, 1996
Kinney L. Johnson
/s/ James A. Lent
- --------------------------- Director July 19, 1996
James A. Lent
Page 4
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EXHIBIT INDEX
PAGE NO.
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4.5 Amendment to Stock Option Plan. 6
5.1 Opinion and Consent of Latham and Watkins. 8
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP. 10
Page 5
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EXHIBIT 4.5
AMENDMENT TO
THE SPECTRANETICS CORPORATION
STOCK OPTION PLAN
This Amendment to the Stock Option Plan of the Spectranetics Corporation
(the "Amendment") is adopted by The Spectranetics Corporation (the
"Company"), effective as of April 17, 1996.
RECITALS
A. The Company adopted its Stock Option Plan (the "1991 Plan") in 1991,
and shareholders approved the 1991 Plan in December 1991. Amendments to the
1991 Plan were approved by shareholders in September 1993 and in June 1994.
B. The 1991 Plan currently states that shares of the Company's common
stock (the "Common Stock") subject to the 1991 Plan shall not exceed 1,200,000.
This Amendment increases the aggregate number of shares of Common Stock
subject to the 1991 Plan from 1,200,000 to 2,100,000.
C. Section XIII of the 1991 Plan provides that the Board may amend the
1991 Plan, subject in certain instances to receipt of approval of the
shareholders of the Company.
D. Effective April 17, 1996, the Board unanimously recommended and the
Board unanimously adopted this Amendment in the form given below
("Amendment").
E. The Amendment was approved by the shareholders of the Company at its
Annual Meeting of Shareholders held on June 12, 1996.
AMENDMENT
1. Section 6.1 of the 1991 Plan is hereby amended to read in its
entirety as follows:
"6.1 MAXIMUM NUMBER. THE MAXIMUM AGGREGATE NUMBER OF SHARES OF COMMON
STOCK THAT MAY BE MADE SUBJECT TO STOCK OPTIONS SHALL BE 2,100,000 AUTHORIZED
BUT UNISSUED SHARES. THE AGGREGATE FAIR MARKET VALUE (DETERMINED AS OF THE
TIME THE ISO IS GRANTED) OF THE COMMON STOCK AS TO WHICH ALL ISOS GRANTED TO
AN EMPLOYEE MAY FIRST BECOME EXERCISABLE IN A PARTICULAR CALENDAR YEAR MAY
NOT EXCEED $100,000. IN ADDITION, STOCK OPTIONS COVERING NOT MORE THAN
200,000 SHARES OF COMMON STOCK MAY BE GRANTED TO A PARTICIPANT IN ANY YEAR.
IF ANY SHARES OF COMMON STOCK SUBJECT TO STOCK OPTIONS ARE NOT PURCHASED
OR OTHERWISE PAID FOR BEFORE SUCH STOCK OPTIONS EXPIRE, SUCH SHARES MAY AGAIN
BE MADE SUBJECT TO STOCK OPTIONS.
The undersigned, James P. McCluskey, Secretary of the Company, hereby
certifies that the Board and the shareholders of the Company adopted the
foregoing Amendment as stated above.
Executed at Colorado Springs, Colorado this 13th day of June, 1996.
/s/ James P. McCluskey
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James P. McCluskey, Secretary
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EXHIBIT 5.1
[LETTERHEAD]
July 16, 1996
The Spectranetics Corporation
96 Talamine Court
Colorado Springs, CO 80907
Ladies and Gentlemen:
At your request we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 900,000 shares (the "Shares") of common stock,
$.001 par value, of The Spectranetics Corporation (the "Company") issuable
upon exercise of options granted under the Stock Option Plan of Spectranetics
Corporation, as amended (the "Plan").
We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of rendering the opinions expressed below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware and we express no
opinion with respect to the applicability thereto or the effect thereon of
any other laws or as to any matters of municipal law or any other local
agencies within any state.
Subject to the foregoing and in reliance thereon it is our opinion that
upon the exercise of options granted pursuant to the Plan and the issuance
and sale of the Shares, each in the manner contemplated by the Plan and the
Registration Statement, and subject to the Company completing all action and
proceedings required on its part to be taken prior to the issuance of the
Shares pursuant to the terms of the Plan and the Registration Statement,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable securities of
the Company.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
LATHAM & WATKINS
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Spectranetics Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of The Spectranetics Corporation of our reports dated February 7,
1996, relating to the consolidated balance sheets of The Spectranetics
Corporation and subsidiaries as of December 31, 1995, and 1994, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1995,
and the related schedule, which report appears in the December 31, 1995,
annual report on Form 10-K of The Spectranetics Corporation.
KPMG PEAT MARWICK LLP
Denver, Colorado
July 17, 1997
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