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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE SPECTRANETICS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE THE SPECTRANETICS CORPORATION 84-0997049
(State or other jurisdiction 96 TALAMINE COURT (I.R.S. employer
of incorporation or organization) COLORADO SPRINGS, COLORADO 80907 identification number)
(719) 633-8333
(Address of principal executive offices)
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1997 EQUITY PARTICIPATION PLAN OF THE SPECTRANETICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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JOSEPH A. LARGEY
President and CEO
The Spectranetics Corporation
96 Talamine Court
Colorado Springs, CO 80907
(719) 633-8333
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Kimberly L. Wilkinson, Esq.
Karen E. Eberle, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
(650) 328-4600
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of
securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered (1) share (2) price (2) fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.001 4,000,000 shares $1.7339 $6,935,993 $1,831
per share
Preferred Share
Purchase Rights(3) 4,000,000 rights
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(1) The 1997 Equity Participation Plan of The Spectranetics Corporation, as
amended (the "Equity Plan"), authorizes the issuance of up to 6,000,000
shares upon the exercise of options, stock appreciation rights and
other awards, of which 3,500,000 are being registered hereunder. The
Employee Stock Purchase Plan, as amended (the "ESPP"), authorizes the
sale and issuance of up to 850,000 shares to eligible employees, of
which 500,000 are being registered hereunder.
(2) Estimated solely for the purpose of computing the registration fee (i)
pursuant to Rule 457(h) for 558,100 shares subject to options
previously granted under the Equity Plan at a weighted average exercise
price of $2.02 per share and (ii) for the remaining 3,441,900 shares of
common stock available for future grants under the Equity Plan and
ESPP, based on the average of the high and low prices as reported on
the Nasdaq National Market System on November 17, 2000.
(3) Preferred Share Purchase Rights are attached to and trade with the
Common Stock of The Spectranetics Corporation. The value attributable
to such Rights, if any, is reflected in the market price of the Common
Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
By a Registration Statement on Form S-8 filed with the Commission on
October 1, 1992 (Registration No. 33-52718), The Spectranetics Corporation
registered 100,000 shares of its common stock reserved for issuance from time to
time under the ESPP. By a Registration Statement on Form S-8 filed with the
Commission on December 30, 1994 (Registration No. 33-88088), Spectranetics
registered an additional 250,000 shares of its common stock reserved for
issuance from time to time under the ESPP. The ESPP has been amended to (1)
increase the number of shares of common stock which may be sold to employees
thereunder to 850,000, and (2) increase the maximum percentage of a
participant's base compensation which may be used to purchase stock in a
particular purchase period under the ESPP from 5% to 15%. By this Registration
Statement, Spectranetics is registering the additional 500,000 shares of its
common stock reserved for issuance from time to time under the ESPP.
By a Registration Statement on Form S-8 filed with the Commission on
June 17, 1998 (Registration No. 333-57015), Spectranetics registered 2,500,000
shares of its common stock reserved for issuance from time to time under the
Equity Plan. The Equity Plan has been amended and the number of shares of common
stock issuable thereunder has been increased to 6,000,000. By this Registration
Statement, Spectranetics is registering the additional 3,500,000 shares of its
common stock reserved for issuance from time to time under the Equity Plan.
Pursuant to General Instruction E of Form S-8, the contents of such
prior Registration Statements are incorporated into this Registration Statement
by reference to the extent not modified or superseded hereby or by any
subsequently filed document which is incorporated by reference herein or
therein.
ITEM 8. EXHIBITS
See the Exhibit Index on page 5.
2
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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 Colorado Springs, State of Colorado, on this 1st day
of November, 2000.
THE SPECTRANETICS CORPORATION
By: /s/Joseph A. Largey
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Joseph A. Largey
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears on the signature page to this Registration Statement constitutes and
appoints Joseph A. Largey his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and 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, and grants unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Emile J. Geisenheimer Chairman of the Board November 1, 2000
------------------------- and Director
Emile J. Geisenheimer
President,
/s/ Joseph A. Largey Chief Executive Officer November 1, 2000
-------------------- and Director
Joseph A. Largey (Principal Executive Officer)
/s/ Paul C. Samek Vice President, Finance, and Chief November 21, 2000
----------------- Financial Officer
Paul C. Samek (Principal Financial and
Accounting Officer)
/s/ Gary R. Bang Director November 1, 2000
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Gary R. Bang
/s/Cornelius C. Bond, Jr. Director November 1, 2000
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Cornelius C. Bond, Jr.
/s/James A. Lent Director November 1, 2000
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James A. Lent
/s/Joseph M. Ruggio, M.D. Director November 1, 2000
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Joseph M. Ruggio, M.D.
/s/John G. Schulte Director November 1, 2000
-------------------------------
John G. Schulte
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Second Amendment to The 1997 Equity Participation Plan of The
Spectranetics Corporation.
4.2 Second Amendment to Employee Stock Purchase Plan.
5.1 Opinion and Consent of Latham & Watkins.
23.1 Consent of KPMG LLP.
23.2 Consent of Latham & Watkins (included in opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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