File No. 33-_____________
As filed with the Securities and Exchange Commission on December 31, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUXTEC CORPORATION
(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS 04-2741310
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
326 Clark Street Worcester, MA 01606-1214
(Address of Principal Executive Offices) (Zip Code)
Luxtec Corporation 1995 Non-Employee Directors' Stock Option Plan
(Full title of the plan)
James W. Hobbs
President and Chief Executive Officer
Luxtec Corporation
326 Clark Street
Worcester, MA 01606-1214
(Name and Address of Agent for Service)
508) 856-9454
Telephone Number, Including Area Code, of Agent for Service.
Copy to:
Victor J. Paci, Esq.
Bingham, Dana & Gould LLP
150 Federal Street
Boston, MA 02110-1726
(617) 951-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------ ---------------- ------------------ -------------------- ------------------
Proposed Proposed
Title Of Each Class Of Amount Maximum Maximum Amount Of
Securities To Be Registered To Be Offering Price Aggregate Registration
Registered Per Share* Offering Price Fee
------------------------------ ---------------- ------------------ -------------------- ------------------
------------------------------ ---------------- ------------------ -------------------- ==================
<S> <C> <C> <C>
Common Stock, $0.01 par value 200,000 $2.719 $543,800 $164.79
per share
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</TABLE>
* The proposed maximum aggregate offering price has been calculated in
accordance with the provisions of Rule 457(h) based on the high and low prices
reported on the American Stock Exchange on December 31, 1996. It is not known
how many shares, if any, will be purchased upon exercise of options granted
under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Luxtec Corporation (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1995, as amended;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 31, 1996, April 30, 1996 and July 31,
1996; and
(c) The section entitled "Description of Capital Stock" contained
in the Registrant's registration statement on Form 8-A filed
with the SEC under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on April 18,
1994, including any amendment or report filed for the purpose
of updating such description.
In addition, all documents subsequently filed by the Registrant
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 of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts or Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the Massachusetts General Laws provides
a statutory framework covering indemnification of directors, officers, and
employees against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers. In addition, Article V of the Registrant's By-Laws, as amended, and
Article VI of the Registrant's Articles of Organization, as amended ("Charter"),
provide for indemnification of directors, officers, and employees of the
Registrant. Section 67 and the Registrant's By-Laws and Charter generally
provide that a director, officer, or employee of the Registrant shall be
indemnified by the Registrant for all expenses and liabilities of legal
proceedings brought against him/her by reason of his/her status or service as a
director, officer, or employee unless the director, officer, or employee is
adjudged not to have acted in good faith in the reasonable belief that his/her
action was in the best interest of the Registrant or, to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such plan. The Registrant's
Charter also incorporates certain provisions permitted under the Massachusetts
General Laws relating to the liability of directors. The provisions eliminate a
director's liability for monetary damages for a breach of fiduciary duty,
including gross negligence, except in circumstances involving certain wrongful
acts, such as the breach of a director's duty of loyalty or acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law or authorization of distributions in violation of the Charter or of loans
to officers or directors of the Registrant or any transaction from which the
director derived an improper personal benefit. These provisions do not eliminate
a director's duty of care. Moreover, the provisions do not apply to claims
against a director for violations of certain laws, including federal securities
laws.
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1 Specimen certificate representing the Common Stock (filed as Exhibit 4 to
the Registration Statement on Form S-18, File No. 33-5514-B and
incorporated herein by reference).
4.2 Articles of Organization of the Registrant, as amended (filed as Annex A
and Annex B to the Registrant's Proxy Statement dated June 21, 1996 and
incorporated herein by reference).
4.3 By-Laws of the Registrant, as amended (filed as Exhibit 3C to the
Registration Statement on Form S-18, File No. 33-5514-B and incorporated
herein by reference).
5 Opinion and Consent of Bingham, Dana & Gould LLP as to the legality of the
securities being registered.
10.1 Luxtec Corporation 1995 Non-Employee Directors' Stock Option Plan (filed as
Annex G to the Registrant's Proxy Statement dated September 21, 1995 and
incorporated herein by reference).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bingham, Dana & Gould LLP - included in Exhibit 5.
24 Power of Attorney (included on the signature page of the Registration
Statement).
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Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act");
(ii) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
Registration Statement; and
(iii) include any additional or changed material information on the plan of
distribution.
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 incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for determining any liability under the Securities Act, to treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
<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 Worcester, Commonwealth of Massachusetts, on the
31st day of December, 1996.
LUXTEC CORPORATION
By: s/s James W. Hobbs
James W. Hobbs
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and Directors of Luxtec Corporation,
hereby severally constitute and appoint James W. Hobbs and Samuel M. Stein and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
post-effective amendments to said Registration Statement, and generally to do
all such things in our names and on our behalf in our capacities as officers and
Directors to enable Luxtec Corporation to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
s/s James W. Hobbs
____________________ Chief Executive Officer, December 31, 1996
James W. Hobbs President (Principal
Executive Officer) and
Director
s/s Samuel M. Stein
____________________ Chief Financial Officer, December 31, 1996
Samuel M. Stein Treasurer (Principal Financial
and Accounting Officer) and
Assistant Clerk
s/s James Berado
____________________ Director December 31, 1996
James Berardo
s/s Paul Epstein
____________________ Director December 31, 1996
Paul Epstein
s/s Lynn K. Friedel
____________________ Director December 31, 1996
Lynn K. Friedel
s/s Patrick G. Phillipps
____________________ Director December 31, 1996
Patrick G. Phillipps
s/s Thomas J. Vander Salm
____________________ Director December 31, 1996
Thomas J. Vander Salm
s/s Louis C. Wallace
____________________ Director December 31, 1996
Louis C. Wallace
s/s James J. Goodman
____________________ Director December 31, 1996
James J. Goodman
<PAGE>
Exhibit Index
Exhibit No. Description of Documents
4.1 Specimen certificate representing the Common Stock (filed as Exhibit 4
to the Registration Statement on Form S-18, File No. 33-5514-B and
incorporated herein by reference).
4.2 Articles of Organization of the Registrant, as amended (filed as Annex
A and Annex B to the Registrant's Proxy Statement dated June 21, 1996
and incorporated herein by reference).
4.3 By-Laws of the Registrant, as amended (filed as Exhibit 3C to the
Registration Statement on Form S-18, File No. 33-5514-B and
incorporated herein by reference).
5 Opinion and Consent of Bingham, Dana & Gould LLP as to the legality of
the securities being registered.
10.1 Luxtec Corporation 1995 Non-Employee Directors' Stock Option Plan
(filed as Annex G to the Registrant's Proxy Statement dated September
21, 1995 and incorporated herein by reference).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bingham, Dana & Gould LLP - included in Exhibit 5.
24 Power of Attorney (included on the signature page of the Registration
Statement).
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Exhibit 5
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December 31, 1996
Luxtec Corporation
326 Clark Street
Worcester, Massachusetts 01606-1214
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission on
December 31, 1996 (the "Registration Statement"), of 200,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
Luxtec Corporation, a Massachusetts corporation (the "Company"), which are or
will be issuable to directors who are not also employees or officers of the
Company upon the exercise of options granted pursuant to the Company's 1995
Non-Employee Directors' Stock Option Plan, as amended (the "Plan").
We have acted as counsel to the Company in connection with the
foregoing registration of the Shares. We have examined and relied upon originals
or copies of such records, instruments, certificates, memoranda and other
documents as we have deemed necessary or advisable for purposes of this opinion
and have assumed, without independent inquiry, the accuracy of those documents.
In that examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing such
documents. We have further assumed that all options granted or to be granted
pursuant to the Plan were or will be validly granted in accordance with the
terms of the Plan and that all Shares to be issued upon exercise of such options
will be issued in accordance with such options and the Plan.
This opinion is limited solely to the Massachusetts Business
Corporation Law as applied by courts located in Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that,
upon the issuance and delivery of the Shares in accordance with the terms of
such options and the Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BINGHAM, DANA & GOULD LLP
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Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of Luxtec Corporation of
our report dated December 12, 1995 included in Luxtec Corporation's Form 10-K
for the year ended October 31, 1995 and to all references to our firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 31, 1996
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