<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INNERDYNE, INC.
(Exact Name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3841 87-0431168
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
1244 REAMWOOD AVENUE
SUNNYVALE, CA 94089
(408) 745-6010
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
WILLIAM G. MAVITY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INNERDYNE, INC.
1244 REAMWOOD AVENUE
SUNNYVALE, CA 94089
(408) 745-6010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
Cathryn S. Chinn Mark E. Bonham
Glen R. Van Ligten Robert D. Brownell
Laura A. Gordon Warren Chao
VENTURE LAW GROUP, WILSON SONSINI GOODRICH & ROSATI,
A Professional Corporation Professional Corporation
2800 Sand Hill Road 650 Page Mill Road
Menlo Park, CA 94025 Palo Alto, CA 94304-1050
(415) 854-4488 (415) 493-9300
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. /X/ SEC File No. 333-3196
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1)(5) SHARE (2) PRICE (2) REGISTRATION FEE (5)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per
share. . . . . . . . . . . . . . . . . . 172,500 shs $ 3.50 $603,750 $208
Representative's Warrant. . . . . . . . . 15,000(3) $0.001 $ 15 --
Common Stock, $.01 par value. . . . . . . 15,000(4) $ 4.20 $ 63,000 $ 22
Total . . . . . . . . . . . . . . . . . . $230
</TABLE>
(1) Includes 22,500 additional shares which the Underwriters have the option to
purchase to cover over-allotments, if any, and up to 15,000 additional
shares issuable upon exercise of a warrant being issued to Cruttenden Roth
Incorporated, the Representative of the Underwriters.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
(3) To be issued to the Representative.
(4) Issuable upon exercise of the Representative's Warrant.
(5) 2,702,000 shares, a Representative's Warrant to purchase 235,000 shares and
235,000 shares issuable upon exercise of the Representative's Warrant were
registered under SEC File No. 333-3196, and a filing fee of $3,293 was
previously paid with the earlier registration statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This registration statement relates to the public offering of Common
Stock of InnerDyne, Inc. contemplated by a Registration Statement on Form S-1,
Securities and Exchange Commission File No. 333-3196 (the "Prior Registration
Statement") and is filed solely to increase the number of shares to be offered
in such offering by 150,000 shares plus up to 22,500 shares that may be sold
pursuant to the Underwriters' over-allotment option and up to 15,000 shares
issuable upon exercise of a warrant being issued to Cruttendon Roth
Incorporated, the Representative of the Underwriters. The contents of the Prior
Registration Statement are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on May 15, 1996.
INNERDYNE, INC.
By: /s/ WILLIAM G. MAVITY
-----------------------------------
William G. Mavity
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
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
- ------------------------------------------------------ ----------------------------------------- ----------------
<C> <S> <C>
/s/ WILLIAM G. MAVITY
------------------------------------------- President, Chief Executive Officer and May 15, 1996
William G. Mavity Director (Principal Executive Officer)
ROBERT A. STERN* Vice President and Chief Financial
------------------------------------------- Officer (Principal Financial and May 15, 1996
Robert A. Stern Accounting Officer)
EDWARD W. BENECKE*
------------------------------------------- Director May 15, 1996
Edward W. Benecke
ROBERT M. CURTIS*
------------------------------------------- Director May 15, 1996
Robert M. Curtis
EUGENE J. FISCHER*
------------------------------------------- Director May 15, 1996
Eugene J. Fischer
GUY P. NOHRA*
------------------------------------------- Director May 15, 1996
Guy P. Nohra
STEVEN N. WEISS*
------------------------------------------- Director May 15, 1996
Steven N. Weiss
*By: /s/ WILLIAM G. MAVITY
---------------------------------------
William G. Mavity
ATTORNEY-IN-FACT
</TABLE>
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
Exhibit
Number Page Number
- ------- -----------
<C> <S> <C>
5.1 Opinion of Venture Law Group. . . . . . . . . . . . . . .
23.1 Consent of Independent Certified Public Accountants . . .
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney.
</TABLE>
- ------------------------
*Incorporated by reference from Registration Statement on Form S-1 of the
Registrant, Commission File No. 333-3196.
<PAGE>
[VENTURE LAW GROUP LETTERHEAD]
May 15, 1996
InnerDyne, Inc.
1244 Reamwood Avenue
Sunnyvale, California 94089
REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission on or about May 15, 1996 that is
effective upon filing pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended (the "Act") (the "Registration Statement") in
connection with the registration under the Act of up to 187,500 shares of your
Common Stock (the "Shares") in connection with a public offering in the
United States and a warrant (the "Representative's Warrant") to be issued to
the Representative of the Underwriters to purchase 15,000 shares of your
Common Stock. The Shares include (i) 22,500 shares of your Common Stock
issuable upon exercise of an option granted to the Underwriters that may be
exercised to cover over-allotments, if any, up to all of which shares may be
offered by Selling Stockholders and (ii) 15,000 shares of your Common Stock
that are issuable upon exercise of the Representative's Warrant (the "Warrant
Shares"). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed
to be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the
manner described in the Registration Statement and, in the case of the Warrant
Shares, when issued, sold and delivered in accordance with the terms of the
Representative's Warrant, will be legally and validly issued, fully paid and
non-assessable.
<PAGE>
May 15, 1996 [VENTURE LAW GROUP LETTERHEAD]
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement, including the Prospectus constituting a part
thereof, and in any amendment thereto.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
CSC
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report dated March 15, 1996 included in the
Registration Statement on Form S-1 (File No. 333-3196) and to the reference to
our firm under the heading "Experts" in the related prospectus. We further
consent to incorporation by reference of this consent into a related
registration statement that is effective upon filing pursuant to Securities
and Exchange Commission Rule 462(b) under the Securities Act of 1933, as
amended.
KPMG Peat Marwick LLP
San Francisco, California
May 15, 1996
