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As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LASERSCOPE
(Exact name of Registrant as specified in its charter)
CALIFORNIA 77-0049527
(State of incorporation) (I.R.S. Employer Identification No.)
3052 ORCHARD DRIVE
SAN JOSE, CALIFORNIA 95134-2011
(Address of principal executive offices)
1995 REPLACEMENT OPTION PLAN
(Full title of the Plan)
ROBERT V. MCCORMICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LASERSCOPE
3052 ORCHARD DRIVE
SAN JOSE, CALIFORNIA 95134-2011
(408) 943-0636
(Name, address and telephone number, including area code, of agent for service)
Copy to:
ELIAS J. BLAWIE, ESQ.
LAURA GORDON, ESQ.
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 REPLACEMENT OPTION PLAN
Common Stock,
$0.01 par value......................... 175,453 Shares $5.75(2) $1,008,854.75 $347.88
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered
pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The
computation is based upon the closing price of the Common Stock as
reported on the Nasdaq National Market on June 25, 1996.
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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 hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 and all other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the following documents: (1) Items 1 and 2 of the Company's Registration
Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on
November 15, 1991, as amended by the Form 8-A/A filed on June 12, 1996, and (2)
Items 1 and 2 of the Company's Registration Statement on Form 8-A filed pursuant
to Section 12 of the Exchange Act on October 23, 1989, as amended by Amendment
No. 1 thereto filed on November 27, 1989.
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 hereby 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 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.
The Registrant's Articles of Incorporation reduce the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit
Number
-------
5.1 Opinion of Venture Law Group, a Professional
Corporation.
23.1 Consent of Venture Law Group, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Auditors (see p. 6).
24.1 Powers of Attorney (see p. 5).
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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 purposes of determining any liability under the
Securities Act, 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 the indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[SIGNATURE PAGES FOLLOW]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Laserscope, a corporation organized and existing under the laws of
the State of California, 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 San Jose, State of California, on June
27, 1996.
LASERSCOPE
By: /s/ Robert V. McCormick
----------------------------------
Robert V. McCormick, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert V. McCormick and Dennis
LaLumandiere, jointly and severally, his or her attorneys-in-fact and agents,
each with the power of substitution and resubstitution, for him or her and in
his or her name, place or stead, in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection therewith,
with the Securities and Exchange Commission, granting to each attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as
he or she might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her substitute or substitutes, may do or
cause to be done by virtue hereof.
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> <C>
/s/ Benjamin L. Holmes Chairman of the Board of Directors June 27, 1996
- ------------------------------------
(Benjamin L. Holmes)
/s/ Robert V. McCormick President, Chief Executive Officer and June 27, 1996
- ------------------------------------ Director
(Robert V. McCormick)
/s/ Dennis LaLumandiere Vice President of Finance (Principal
- ------------------------------------ Financial and Accounting Officer) June 27, 1996
(Dennis LaLumandiere)
/s/ E. Walter Lange Director June 27, 1996
- ------------------------------------
(E. Walter Lange)
- ------------------------------------ Director June 27, 1996
(Rodney Perkins, M.D.)
/s/ Robert J. Pressley, Ph.D. Director June 27, 1996
- ------------------------------------
(Robert J. Pressley, Ph.D.)
</TABLE>
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the 1995 Replacement Option
Plan of Laserscope and to the incorporation by reference therein of our report
dated January 26, 1996, with respect to the consolidated financial statements
and schedule of Laserscope included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
San Jose, California
June 26, 1996
ERNST & YOUNG LLP
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INDEX TO EXHIBITS
Exhibit
Number
-------
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors (see p. 6).
24.1 Powers of Attorney (see p. 5).
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EXHIBIT 5.1
June 27, 1996
Laserscope
3052 Orchard Drive
San Jose, CA 95134-2011
Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about June 28, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 175,453 shares of your Common
Stock (the "Shares") reserved for issuance under the 1995 Replacement Option
Plan (the "Plan"). As your legal counsel, 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 under the Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the respective agreement which accompanies each grant
under the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
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 it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
EJB
