<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 33-80022
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________
INNERDYNE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 87-0431168
(State of Incorporation) (I.R.S. Employer Identification No.)
1244 Reamwood Avenue
Sunnyvale, California 94089
(Address of principal executive offices)
_____________________
1987 STOCK OPTION PLAN
(Full title of the Plan)
_____________________
William G. Mavity
President and Chief Executive Officer
INNERDYNE, INC.
1244 Reamwood Avenue
Sunnyvale, California 94089
(408) 745-6010
(Name, address and telephone number of agent for service)
_____________________
Copies to:
CATHRYN S. CHINN, ESQ.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
<PAGE>
Registrant hereby amends Item 3 of its Registration Statement on Form S-8
(Registration No. 33-80022) filed with the Securities and Exchange Commission
(the "Commission") on June 9, 1994 to read in full as set forth below. The
purpose of the amendment is to refer to the Registration Statement on Form
8-A filed with the Commission on September 22, 1997 in connection with the
Registrant's adoption of a stockholder rights plan.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
ITEM 3 (a)
The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, which contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been
filed.
ITEM 3 (b)
Not Applicable.
ITEM 3 (c)
Items 1 and 2 of the Registrant's Registration Statement on Form
8-A filed on September 22, 1997 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Also Items 1 and
2 of the Registrant's Registration Statement on Form 8-A filed on
December 4, 1991 pursuant to Section 12 of the Exchange Act.
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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, InnerDyne, Inc., a corporation organized and existing under the
laws of the State of Delaware, has duly caused this Post-Effective Amendment
No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on October 31, 1997.
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
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
- ------------------------- ----------------------------- -----------------
/s/ William G. Mavity President and Chief Executive October 31, 1997
- ------------------------- Officer (Principal Executive
(William G. Mavity) Officer)
/s/ Robert A. Stern* Vice President and Chief October 31, 1997
- ------------------------- Financial Officer (Principal
(Robert A. Stern) Financial and Accounting
Officer)
/s/ Edward W. Benecke*
- ------------------------- Director October 31, 1997
(Edward W. Benecke)
/s/ Robert M. Curtis*
- ------------------------- Director October 31, 1997
(Robert M. Curtis)
/s/ Eugene J. Fischer*
- ------------------------- Director October 31, 1997
(Eugene J. Fischer)
/s/ Guy P. Nohra*
- ------------------------- Director October 31, 1997
(Guy P. Nohra)
/s/ Steven N. Weiss*
- ------------------------- Director October 31, 1997
(Steven N. Weiss)
*By: /s/ William G. Mavity
- --------------------------
(Attorney-in-Fact)
-3-
<PAGE>
Exhibit 23.1
The Board of Directors and Stockholders
InnerDyne, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of InnerDyne, Inc. of our report dated January 29, 1997, relating to
the balance sheets of InnerDyne, Inc. as of December 31, 1996 and 1995, and
the related statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1996, which
report appears in the December 31, 1996 annual report on Form 10-K of
InnerDyne, Inc.
KPMG Peat Marwick LLP
Salt Lake City, Utah
October 31, 1997
