As filed with the Securities and Exchange Commission on July 25, 1997
Registration Statement No. 33-___
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________________
INVIVO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0115161
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4900 Hopyard Road, #210 Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)
1994 Stock Option Plan
(Full title of the plan)
John F. Glenn, Vice President, Finance
Invivo Corporation
4900 Hopyard Road, #210
Pleasanton, California 94588
510-468-7600
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
Calculation of Registration Fee
______________________________________________________________________
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Offering Price Fee
______________________________________________________________________
Common Stock
par value
$.0008
per share 200,000 $7.00 $1,400,000 $483.00
======================================================================
* Estimated solely for the purpose of computer the registration fee
pursuant to Rule 457, on the basis of the last sale reported the
average of the high and low price of the Registrant's Common Stock as
reported on the Nasdaq National Market on July 23, 1997.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities
and Exchange Commission (the "Commission") are incorporated
herein by reference: (a) the Issuer's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996, (b) the
Issuer's Quarterly Reports on Form 10-Q for the quarters
ended September 30 and December 31, 1996 and March 31, 1997,
and (c) the description of the Issuer's Common Stock
contained in the Company's Registration Statement on Form 8-A
dated June 15, 1987, File No. 0-15963.
All documents subsequently filed by the Issuer
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by sections 102 and 145 of the
Delaware General Corporation Law, the Registrant's
certificate of incorporation eliminates, to the fullest
extent permitted by the Delaware General Corporation Law, a
director's personal liability for monetary damages to the
Registrant and its stockholders for breach of fiduciary duty
as a director. The effect of this provision in the
certificate of incorporation is to eliminate the rights of
the Registrant and its stockholders (through stockholders'
derivative suits on behalf of the Registrant) to recover
monetary damages against a director for breach of fiduciary
duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except for the
liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
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intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation
Law, (iv) for any transaction from which the director derived
an improper personal benefit.
The Registrant has entered into indemnity
agreements with its officers and directors (each an
"Indemnitee"). Under such indemnity agreements, the
Registrant must indemnify an Indemnitee for expenses incurred
in connection with actions in which the Indemnitee is
involved by reason of having been a director or officer of
the Registrant, provided that no indemnification for such
expenses shall be made if Indemnitee is adjudged to be liable
to the Registrant, except as deemed proper by an appropriate
court. The Registrant is also obligated to advance expenses
an Indemnitee may incur in connection with such actions
before any resolution of the action, and the Indemnitee may
sue to enforce his or her right to indemnification or
advancement of expenses.
The Registrant also maintains an insurance policy
insuring its directors and officers against liability for
certain acts and omissions while acting in their official
capacities.
There is no litigation pending, and neither the
Registrant nor any of its directors know of any threatened
litigation, which might result in a claim for indemnification
by any director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
4.1 1994 Stock Option Plan.
4.2 Form of Incentive Stock Option Agreement
(incorporated by reference to exhibit number
4.2 to the Registrant's Registration Statement
on Form S-8, Registration Statement No. 33-
88798).
4.3 Form of Non-Qualified Stock Option Agreement
(incorporated by reference to exhibit number
4.3 to the Registrant's Registration Statement
on Form S-8, Registration Statement No. 33-
88798).
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5.1 Opinion of Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, A Professional Corporation.
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, A Professional Corporation
(included in Exhibit 5.1).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
(2) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Act of 1934) that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
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therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
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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 Pleasanton, State
of California, on July 14, 1997.
INVIVO CORPORATION
By /s/ James B. Hawkins
___________________________
James B. Hawkins, President
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 date
indicated.
Signature Title Date
/s/ James B. Hawkins President and July 14, 1997
____________________ Director (principal
JAMES B. HAWKINS executive officer)
/s/ John F. Glenn Vice President, July 14, 1997
____________________ Finance and Chief
JOHN F. GLENN Financial Officer
(principal financial
officer and
principal accounting
officer)
/s/ Ernest C. Goggio Chairman of the July 14, 1997
____________________ Board
ERNEST C. GOGGIO
/s/ George S. Sarlo Director July 14, 1997
____________________
GEORGE S. SARLO
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EXHIBIT LIST
Exhibit
Number Description of Document
4.1 1994 Stock Option Plan.
5.1 Opinion of Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, A Professional Corporation.
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, A Professional Corporation
(included in Exhibit 5.1).
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INVIVO CORPORATION
1994 STOCK OPTION PLAN
1. PURPOSE
The Purpose of the Invivo Corporation 1994 Stock
Option Plan (the "Plan) is to enable Invivo Corporation (the
"Company") and its subsidiaries to attract and retain
officers and other key employees, directors, and consultants
and to provide them with additional incentive to advance the
interests of the Company. Options qualifying as incentive
stock options under Section 422 of the Internal Revenue Code
of 1986, as amended ("Code"), and non-qualified options may
be granted under the Plan.
2. ADMINISTRATION
(a) The Plan shall be administered by the Board of
Directors of the Company, or by a committee (the "Committee")
of two or more directors selected by the Board of Directors.
(b) The Board of Directors or the Committee shall
have the power, subject to the express provisions of the
Plan:
(1) To determine the recipients of options under
the Plan, the time of grant of the options, and the
number of shares covered by the grant.
(2) To prescribe the terms and provisions of each
option granted (which need not be identical).
(3) To construe and interpret the Plan and
options, to establish, amend, and revoke rules and
regulations for the Plan's administration, and to
make all other determinations necessary or advisable
for the administration of the Plan.
3. SHARES SUBJECT TO THE PLAN
Subject to the provisions of Paragraph 7 (relating to
the adjustment upon changes in stock), the number of shares
which may be sold pursuant to options granted under the Plan
shall not exceed in the aggregate 400,000 shares of Common
Stock of the Company. Shares sold pursuant to options
granted under the Plan may be unissued shares or reacquired
shares. If any options granted under the Plan shall for any
reason terminate or expire without having been exercised in
full, the shares not purchased under such options shall be
available again for the purposes of the Plan.
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4. ELIGIBILITY
(a) Options under this Plan may be granted to
officers and other key employees and consultants of the
Company or of its subsidiaries, provided that incentive stock
options may be granted hereunder only to officers and other
key employees (including directors who are also officers or
employees).
(b) Each person who is a director and not an employee
of the Company or a subsidiary of the Company on the date of
adoption of this Plan by the Board of Directors shall receive
a non-qualified stock option under the Plan on the date of
such adoption. Thereafter, each director of the Company who
is not an employee of the Company or a subsidiary of the
Company shall receive a non-qualified stock option under the
Plan immediately following each annual meeting of
shareholders of the Company (provided that a person whose
term expires on such day and who is not reelected to the
Board of Directors shall not receive such an option). The
first option received by a director under this paragraph 4(b)
shall cover 8,000 shares of Common Stock of the Company and
each option received by a director under this Plan thereafter
shall cover 4,000 shares of Common Stock of the Company.
Each such option shall have an exercise price equal to the
fair market value of the Common Stock of the Company on the
date of adoption by the Board of Directors or of the annual
meeting of shareholders to which it relates, as the case may
be determined in accordance with the provisions of paragraph
5(a)(2) of this Plan. The number of options that directors
may receive pursuant to this paragraph 4(b) shall be
appropriately adjusted in accordance with the provisions of
paragraph 7 of this Plan. This paragraph 4(b) shall not be
amended more than once every six months, other than to comply
with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act or the rules or regulations
thereunder.
(c) Persons to whom options to purchase shares are
granted are hereinafter referred to as "optionee(s)."
Subject to the provisions of paragraphs 3 and 4(b) of the
Plan, there is no limitation on the number of options that
may be granted to an optionee.
5. TERMS OF OPTION AGREEMENTS
(a) All Option Agreements. Options granted pursuant
to the Plan shall be evidenced by agreements specifying the
number of shares covered thereby, in such form as the Board
of Directors or Committee shall from time to time establish,
which agreements may incorporate all or any of the terms
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hereof by reference and shall comply with and be subject to
the following terms and conditions:
(1) The Board of Directors or Committee shall
have the power to set the time or times within which
each option shall be exercisable and to at any time
accelerate the time or times of exercise
(notwithstanding the terms of the option). Unless
the stock option agreement executed by the optionee
expressly otherwise provides, (i) an option granted
to an officer or other key employee or consultant
shall become exercisable on a cumulative basis as to
one-quarter of the total number of shares covered
thereby on each of the first, second, third, and
fourth anniversary dates of the date of grant of the
option, (ii) an option granted to a director who is
not an employee of the Company shall become
exercisable on a cumulative basis as to one-half of
the total number of shares covered thereby on each of
the first and second anniversary dates of the date of
grant of the option, and (iii) an option shall not be
exercisable after the expiration of ten years from
the date of grant. Any option granted to an
executive officer or director of the Company shall in
no event be exercisable until the elapse of six
months from the date of its grant.
(2) Except as provided in (b) below, the exercise
price of any incentive stock option shall not be less
than 100% of the fair market value of the shares of
Common Stock of the Company on the date of the
granting of the option and the exercise price of any
non-qualified stock option shall not be less than 85%
of the fair market value of the shares of Common
Stock of the Company on the date of the granting of
the option. The fair market value per share shall be
as determined in good faith by the administrator of
the Plan, provided that if the Company's Common Stock
is publicly traded the fair market value shall be the
closing bid price on the day the option is granted as
reported on the Nasdaq National Market or the closing
sale price on such stock exchange on which the shares
may be listed if such exchange is then the principle
market for the shares, or, if such shares are not
then reported on the Nasdaq National Market or an
exchange but quotations are reported on the National
Association of Securities Dealers Automated
Quotations System, the closing bid price on the day
the option is granted, in either event as such price
or quotes are listed in The Wall Street Journal,
Western Edition (or if not so reported in The Wall
-3-<PAGE>
Street Journal, any other listing service or
publication known to the administrator of the Plan).
(3) To the extent that the right to purchase shares
has accrued hereunder, options may be exercised from
time to time by written notice to the Company,
stating the number of shares being purchased and
accompanied by the payment in full of the option
price for such shares. Such payment shall be made in
cash or in shares of the outstanding Common Stock of
the Company which have been held by the optionee for
at least six months (or such other period as is
specified by the Board of Directors or the Committee)
or in a combination of cash and such stock, except
that the Board of Directors or the Committee in its
sole discretion may authorize payment by any optionee
(for all or part of his or her purchase price) by a
promissory note or such other form of legal
consideration that may be acceptable to the Board of
Directors or Committee. Payment may also be made by
delivering a copy of irrevocable instructions to a
broker to deliver promptly to the Company the amount
of sale or loan proceeds sufficient to pay the
purchase price, and, if required, the amount of any
federal, state, local or foreign withholding taxes.
If shares of Common Stock are used in part or
full payment for the shares to be acquired upon
exercise of the option, such shares shall be valued
for the purpose of such exchange as of the date of
exercise of the option in accordance with the
provisions of (2) above and the notice of exercise
shall be accompanied by such instruments and
documentation as the Board of Directors or Committee
require to effect the delivery of such shares. In
the event the certificates tendered by the optionee
in such payment cover more shares than are required
for such payment, the certificates shall also be
accompanied by instructions from the optionee to the
Company's transfer agent with regard to disposition
of the balance of the shares covered thereby.
If payment by promissory note is authorized, the
interest rate, term, repayment schedule and other
provisions of such note shall be as specified by the
Board of Directors or the Committee; provided,
however, that such note shall bear interest at a rate
not less than the applicable test rate of interest
prescribed by Regulation 1.483-1(d)(1) of the Income
Tax Regulations, as in effect at the time the stock
is purchased. The Board of Directors or Committee
may require that the optionee pledge Common Stock of
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the Company for the purpose of securing the payment
of such note, and the Company may hold the
certificate(s) representing such stock in order to
perfect its security interest.
An option may be exercised by a securities broker
acting on behalf of an optionee pursuant to
authorization instructions approved by the Company.
(4) The Company at all times shall keep available
the number of shares of Common Stock required to
satisfy options granted under the Plan.
(5) The Company may require any person to whom an
option is granted, including his or her legal
representative, heir, legatee, or distributee, as a
condition of exercising any option granted hereunder,
to give written assurance satisfactory to the Company
to the effect that such person is acquiring the
shares subject to the option for his or her own
account for investment and not with any present
intention of selling or otherwise distributing the
same. The Company reserves the right to place a
legend on any share certificate issued pursuant to
this Plan to assure compliance with this paragraph.
No shares of Common Stock of the Company shall be
required to be distributed until the Company shall
have taken such action, if any, as is then required
to comply with the provisions of the Securities Act
of 1933 or any other then applicable securities law.
(6) Neither a person to whom an option is
granted, nor such person's legal representative,
heir, legatee, or distributee, shall be deemed to be
the holder of, or to have any of the rights of a
holder with respect to, any shares of Common Stock
subject to such option unless and until such person
has exercised his or her option pursuant to the terms
thereof.
(7) Options shall be transferable only by will or
by the laws of descent and distribution, and during
the lifetime of the person to whom they are granted
such person alone may exercise them, except that a
non-qualified stock option may be transferred
pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules
thereunder and to the extent provided in the stock
option agreement entered into in connection with such
option (including any amendment of such agreement).
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(8) An option granted to an employee or director
shall terminate and may not be exercised if the
person to whom it is granted ceases to be employed by
the Company or by a subsidiary of the Company, or
ceases to be a director (unless such person continues
as an employee), with the following exceptions:
(i) If the employment or directorship is
terminated for any reason other than the person's
death or disability, he or she may at any time
within not more than three months after such
termination exercise the option, but only to the
extent that it was exercisable by such person on
the date of such termination and otherwise
remains exercisable in accordance with its terms,
or
(ii) If such person becomes disabled while
in the employ of the Company or of a subsidiary,
or while a director, or dies while in the employ
of the Company or a subsidiary, or while a
director, or within 30 days after termination of
such person's employment with the Company or a
subsidiary, or status as a director, his or her
option may be exercised by his or her personal
representatives, heirs or legatees at any time
within not more than 12 months following the date
of death or disability, but only to the extent
such option was exercisable by such person on the
date of death or disability and otherwise remains
exercisable in accordance with its terms.
An option granted to a consultant shall terminate
in accordance with the terms specified in the stock
option agreement.
(9) In no event may an option be exercised by
anyone after the expiration of the term of the option
established pursuant to (1) above.
(10) Each option granted pursuant to this Plan
shall specify whether it is a non-qualified or an
incentive stock option, provided that the Board of
Directors or Committee may give the optionee the
right to elect to receive either an incentive or a
non-qualified stock option.
(11) An option granted pursuant to this Plan
may have such other terms as the Board of Directors
or Committee in its discretion may deem necessary or
appropriate and shares issued upon exercise of any
option hereunder may be subject to such restrictions
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as the Board of Directors or Committee deems
appropriate.
(b) Incentive Stock Options. In addition to the
terms and conditions specified above, incentive stock options
granted under this Plan shall be subject to the following
terms and conditions:
(1) The aggregate fair market value (determined
as of the time the option is granted) of the stock
with respect to which incentive stock options are
exercisable for the first time by any optionee during
any calendar year (under all option plans of the
Company or any parent and subsidiary corporations)
shall not exceed $100,000, provided that to the
extent that the aggregate fair market value of stock
with respect to which options designated as Incentive
Stock Options first become exercisable in any
calendar year exceeds $100,000, such options shall be
treated as non-qualified options.
(2) As to individuals otherwise eligible under
this Plan who own more than 10 percent of the total
combined voting power of all classes of stock of the
Company and any parent and subsidiary corporations,
an incentive option can be granted under this Plan to
any such individual only if at the time such option
is granted the option price is at least 110 percent
of the fair market value of the stock subject to the
option and such option by its terms is not
exercisable after the expiration of five years from
the date such option is granted.
6. USE OF PROCEEDS FROM SHARES
Proceeds from the sale of shares pursuant to options
granted under the Plan shall be used for general corporate
purposes.
7. ADJUSTMENT UPON CHANGES IN SHARES
(a) If any change is made in the shares subject to
the Plan, including shares subject to any option granted
under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in
corporate structure or otherwise), appropriate adjustments
shall be made by the Board of Directors or Committee in the
maximum number of shares subject to the Plan and the number
of shares and price per share of stock subject to outstanding
options.
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(b) Other than in the case of a reincorporation of
the Company in another state, in the event of (i) approval by
the shareholders of the Company of the dissolution or
liquidation of the Company, (ii) consummation of the sale of
all or substantially all of the assets of the Company, (iii)
consummation of a transaction in which more than 50 percent
of the shares of the Company that are entitled to vote are
tendered or exchanged for cash or any other assets, or (iv)
any merger or consolidation or other reorganization in which
the Company is not the surviving corporation, or in which the
Company becomes a subsidiary of another corporation,
outstanding options under this Plan shall become fully
exercisable immediately prior to any such event.
(c) In lieu of permitting any exercise of an
outstanding option pursuant to (b) above, the Board of
Directors or the Committee may, subject to the approval of
the corporation purchasing or acquiring the stock or assets
of the Company (the "Surviving Corporation"), arrange for the
optionee to receive upon surrender of optionee's option a new
option covering shares of the Surviving Corporation in the
same proportion, at an equivalent option price and subject to
the same terms and conditions as the surrendered option.
8. RIGHTS AS AN EMPLOYEE
Nothing in this Plan or in any options awarded
hereunder shall confer upon any employee any right to
continue in the employ, or as a director, of the Company or
of any of its subsidiaries or interfere in any way with the
right of the Company or any such subsidiary to terminate such
employee's employment or directorship at any time.
9. WITHHOLDING TAX
There shall be deducted from the compensation of any
employee holding options under this Plan the amount of any
tax required by any governmental authority to be withheld and
paid over by the Company to such governmental authority for
the account of the person with respect to such options.
10. TERMINATION AND AMENDMENT OF PLAN
The Board of Directors may at any time terminate this
Plan or make such modifications of the Plan as it shall deem
advisable. Any modification which increases the number of
shares which may be issued under the Plan (other than
pursuant to Paragraph 7 hereof), or relaxes the requirements
as to eligibility for participation in the Plan, shall become
effective only upon approval of the holders of a majority of
the securities of the Company present, or represented, and
entitled to vote at a meeting duly held in accordance with
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the laws of the State of Delaware. Any options granted under
the Plan prior to shareholder approval of the Plan, and any
options granted which are dependent upon an amendment of the
Plan requiring shareholder approval for their effectiveness,
shall be subject to shareholder approval of the Plan or such
amendment. If such approval is not obtained within 12 months
of the date of grant of any such option, such option shall
expire without further action.
11. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective on October 6, 1994.
Any rights granted under this Plan must be granted within ten
(10) years of such effective date.
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July 18, 1997
Invivo Corporation
4900 Hopyard Road, #210
Pleasanton, CA 94588
Gentlemen:
You have requested our opinion as counsel for
Invivo Corporation, a Delaware corporation (the "Company"),
in connection with the registration under the Securities Act
of 1933, as amended, and the Rules and Regulations
promulgated thereunder, of up to 200,000 shares of Common
Stock ("Stock") of the Company pursuant to the amendment to
the Company's 1994 Stock Option Plan ("Option Plan") approved
by the Company's stockholders at the 1996 Annual Meeting.
We have examined the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on or about the date hereof (the "Registration
Statement"). We further have examined the certificate of
incorporation, the By-Laws and the minute books of the
Company, and such other documents as we deemed pertinent as a
basis for the opinion hereinafter expressed.
Based on the foregoing examination, we are of the
opinion that, upon issuance and sale of the Stock pursuant to
the Option Plan, the Stock will be legally and validly issued
and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
HOWARD, RICE, NEMEROVSKI,
CANADY, FALK & RABKIN
A Professional Corporation
By /s/ Daniel J. Winnike
_____________________________
Daniel J. Winnike<PAGE>
Consent of Independent Certified Public Accountants
The Board of Directors and Stockholders
Invivo Corporation
We consent to incorporation by reference in the registration
statement on Form S-8 of Invivo Corporation of our report
dated July 30, 1996, relating to the consolidated balance
sheets of Invivo Corporation and subsidiaries as of June 30,
1996 and 1995, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the
years in the three-year period ended June 30, 1996, which
report appears in the June 30, 1996, annual report on Form
10-K of Invivo Corporation.
KPMG Peat Marwick LLP
Oakland, California
July 18, 1997<PAGE>
