File No. 333-________
As filed with the Securities and Exchange Commission on
February 4, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUXTEC CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2741310
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Identification No.)
326 Clark Street, Worcester, Massachusetts 01606-1214
(Address of Principal Executive Offices) (Zip Code)
LUXTEC CORPORATION 1992 STOCK PLAN, AS AMENDED
(Full title of the plans)
James W. Hobbs
President and Chief Executive Officer Copy to: Victor J. Paci, Esq.
Luxtec Corporation Bingham, Dana & Gould LLP
326 Clark Street 150 Federal Street
Worcester, MA 01606-1214 Boston, MA 02110
(Name and address of agent for service)
(508) 856-9454 (617) 951-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
1992 Stock Plan
<S> <C> <C> <C> <C>
Common Stock 100,000 $3.125 $312,500 $94.68
$0.01 par value per share
</TABLE>
*This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the 1992 Stock Plan or at what price such shares will be
purchased. The above calculation is based on the offering of 100,000 shares, at
a purchase price of $3.125 per share, which is the average of the high and low
prices of the Company's Common Stock as reported by the American Stock Exchange
on January 30, 1998.
<PAGE>
Incorporation by Reference
The contents of Luxtec Corporation's registration statement on Form
S-8, registration no. 333-19107, as filed with the Commission on December 31,
1996, are hereby incorporated by reference.
Exhibits
The following exhibits are filed as part of or incorporated by
reference into 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 LLP as to the
legality of the securities being registered.
10.1 Luxtec Corporation 1992 Stock Plan (filed as Exhibit
10 to the Registrant's 10-K for the fiscal year ended
October 31, 1992 and incorporated herein by
reference).
10.2 Amendment No. 1 to the 1992 Stock Plan (filed as
Exhibit 10.2 on Form S-8, Registration No.33-19107,
as filed with the Commission on December 31,1996,
and incorporated herein by reference).
10.3 Amendment No. 2 to the 1992 Stock Plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bingham Dana LLP - included in Exhibit 5.
24 Power of Attorney (included on the signature page(s)
of this Registration Statement).
<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 4th
day of February, 1998.
LUXTEC CORPORATION
By: /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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C>
/s/ James W. Hobbs Chief Executive Officer, February 4, 1998
- ---------------------------
James W. Hobbs President (Principal
Executive Officer) and
Director
/s/ Samuel M. Stein Chief Financial Officer, February 4, 1998
- -----------------------------
Samuel M. Stein Treasurer (Principal Financial
and Accounting Officer) and
Assistant Clerk
/s/ James Berardo Director February 4, 1998
- -----------------------------
James Berardo
/s/ Paul Epstein Director February 4, 1998
- ---------------------------------
Paul Epstein
/s/ James Goodman Director February 4, 1998
- ----------------------------
James Goodman
/s/ Patrick G. Phillips Director February 4, 1998
- ---------------------------------
Patrick G. Phillips
/s/ Thomas J. Vander Salm Director February 4, 1998
- ----------------------------
Thomas J. Vander Salm
/s/ Louis C. Wallace Director February 4, 1998
- --------------------------------
Louis C. Wallace
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
The following exhibits are filed as part of or incorporated by
reference into 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 LLP as to the
legality of the securities being registered.
10.1 Luxtec Corporation 1992 Stock Plan (filed as Exhibit
10 to the Registrant's 10-K for the fiscal year ended
October 31, 1992 and incorporated herein by
reference).
10.2 Amendment No. 1 to the 1992 Stock Plan (filed as
Exhibit 10.2 on Form S-8, Registration No.33-19107,
as filed with the Commission December 31,1996,
incorporated herein by reference).
10.3 Amendment No. 2 to the 1992 Stock Plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bingham Dana LLP - included in Exhibit 5.
24 Power of Attorney (included on the signature page(s)
of this Registration Statement).
<PAGE>
Exhibit 5
Opinion and Consent of Bingham Dana LLP
February 4, 1998
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
February 4, 1998 (the "Registration Statement"), of 100,000 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 employees, directors, consultants and advisors of the
Company upon the exercise of options and other equity interests granted pursuant
to the Company's 1992 Stock 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 or other equity interests
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 or other equity interests will be issued in accordance
with such options or other equity interests and the Plan.
This opinion is limited solely to the Massachusetts Business
Corporation Law as applied by courts located in the Commonwealth of
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 or other equity interests 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,
/s/ BINGHAM DANA LLP
BINGHAM DANA LLP
<PAGE>
Exhibit 10.3
AMENDMENT NO. 2
TO
LUXTEC CORPORATION 1992 STOCK PLAN
The Luxtec Corporation 1992 Stock Plan (the "1992 Plan") is hereby
amended pursuant to the following terms and conditions:
1. Definitions. Terms defined in the 1992 Plan and not otherwise
defined herein shall have the respective meanings set forth in the 1992 Plan.
2. Amendment to Section 4. Section 4 of the 1992 Plan is hereby amended
by deleting the number "300,000" contained in the sixth line therein and
replacing it with the number "400,000".
3. Authorization and Ratification. This Amendment Number 2 to the 1992
Plan was authorized by a vote of the Board of Directors of Luxtec Corporation on
April 17, 1997 and ratified by a vote of the shareholders on April 17, 1997.
<PAGE>
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 16, 1997 included in Luxtec
Corporation's Form 10-K for the year ended October 31, 1997 and to all
references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 4, 1998
<PAGE>
