As filed with the Securities and Exchange Commission on April 13, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
ATS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1595629
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447 55447
(Address of Principal Executive Offices) (Zip Code)
ATS MEDICAL, INC. 1987 STOCK OPTION AND STOCK AWARD PLAN
(full title of the plan)
Manuel A. Villafana Copy to:
Chief Executive Officer Timothy S. Hearn, Esq.
ATS Medical, Inc. Dorsey & Whitney LLP
3905 Annapolis Lane, Suite 105 220 South Sixth Street
Minneapolis, Minnesota 55447 Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)
(612) 553-7736 (612) 340-7802
(Telephone number, including area code, of agent for service)
--------------------
Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered (1) per Share (2) Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 1,000,000 $7.475 $7,209,092 $2,127
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents the number of shares
of Common Stock that may be issued pursuant to the ATS Medical, Inc.
1987 Stock Option and Stock Award Plan (the "Plan") in addition to
shares previously registered under the Plan.
(2) Of the 1,000,000 shares registered hereunder, as of the date hereof,
options with respect to 110,221 previously unregistered shares have
been granted (at a weighted average exercise price of $5.0625 per
share). The proposed maximum offering price has been determined
pursuant to Rule 457(h)(1) and represents the sum of (i) the aggregate
exercise price of the options for the previously unregistered shares
granted under the Plan and (ii) the product of the remaining 889,779
shares multiplied by a per share price of $7.475, the average of the
high and low sale prices of the Common Stock as reported on the Nasdaq
National Market System on April 8, 1998.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
Pursuant to Section E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the Registration Statement on
Form S-8 relating to the Plan filed with the Securities and Exchange Commission
on January 8, 1992 (File No. 33-44940).
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
<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 Minneapolis, State of Minnesota, on April 13, 1998.
ATS MEDICAL, INC.
By /s/ Manuel A. Villafana
--------------------------
Manuel A. Villafana
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 date indicated.
Name Title Date
---- ----- ----
/s/ Manuel A. Villafana Chief Executive Officer, Chairman April 13,
---------------------------- of the Board and Director 1998
Manuel A. Villafana (Principal Executive Officer)
*
---------------------------- President, Chief Operating
Richard W. Kramp Officer and Director
*
---------------------------- Chief Financial Officer
John H. Jungbauer (Principal Financial and
Accounting Officer)
* Director
----------------------------
Charles F. Cuddihy, Jr.
* Director
----------------------------
David Boehnen
* Director
----------------------------
A. Jay Graf
*By: /s/ Manuel A. Villafana April 13,
---------------------------------- 1998
Manuel A. Villafana
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
EXHIBIT 5.1
[LETTERHEAD OF DORSEY & WHITNEY LLP]
April 10, 1998
ATS Medical, Inc.
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
Ladies and Gentlemen:
We have acted as counsel to ATS Medical, Inc., a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") relating to the sale by the Company from time to time
of up to 1,000,000 shares of Common Stock, $.01 par value per share, of the
Company (the "Shares"), issuable pursuant to the Company's 1987 Stock Option and
Stock Award Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8
pertaining to the ATS Medical, Inc. 1987 Stock Option and Stock Award Plan of
our report dated February 6, 1998, with respect to the consolidated financial
statements and schedule of ATS Medical, Inc. incorporated by reference in its
Annual Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 9, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Manuel A. Villafana and John H.
Jungbauer, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities (including his capacity as a director
and/or officer of ATS Medical, Inc.), to sign a registration statement, and any
or all amendments (including post-effective amendments) thereto, on Form S-8 for
the sale of shares of ATS Medical, Inc. Common Stock pursuant to the ATS
Medical, Inc. 1987 Stock Option and Stock Award Plan, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Manuel A. Villafana Chief Executive Officer, Chairman March 19, 1998
- --------------------------------- of the Board and Director
Manuel A. Villafana
/s/ Richard W. Kramp President, Chief Operating March 19, 1998
- --------------------------------- Officer and Director
Richard W. Kramp
/s/ John H. Jungbauer Chief Financial Officer March 19, 1998
- ---------------------------------
John H. Jungbauer
/s/ Charles F. Cuddihy, Jr. Director March 19, 1998
- ---------------------------------
Charles F. Cuddihy, Jr.
/s/ David Boehnen Director March 19, 1998
- ---------------------------------
David Boehnen
/s/ A. Jay Graf Director March 19, 1998
- ---------------------------------
A. Jay Graf
</TABLE>
