<PAGE> 1
As filed with the Securities and Exchange Commission on July 14, 1997
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)
-----------------------
1989 EMPLOYEE STOCK PURCHASE 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,
THOMAS H. TOBIASON
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum
Maximum Amount Maximum Aggregate Amount of
to be Offering Price Offering Price Registration
Title of Securities to be Registered Registered(1) Per Share Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1989 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.01 par value.......................... 150,000 shares $4.52(2) $677,343.75 $205.26
150,000 shares $4.52 $669,343.75 $205.26
Total
</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. Excludes all shares previously registered under
Registrant's 1989 Employee Stock Purchase Plan on Form S-8 (File No.:
333-07089).
(2) Computed in accordance with Rule 457(h) under the Securities Act of
1933 (the "Securities Act") solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high
and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market on July 10, 1997, multiplied by 85%, which is
the percentage of the trading purchase price applicable to purchases
under the referenced plan. An aggregate of 150,000 shares of Common
Stock issued under the referenced plan are registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Form S-8 Registration Statement filed
June 28, 1996 (File No.: 333-07089) are hereby incorporated by reference.
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.
24.1 Powers of Attorney (see p. 3).
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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 July 14,
1997.
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 July 14, 1997
(Benjamin L. Holmes)
/s/ Robert V. McCormick
- ------------------------------------ President, Chief Executive Officer and July 14, 1997
(Robert V. McCormick) Director
/s/ Dennis LaLumandiere
- ------------------------------------ Vice President of Finance and Chief July 14, 1997
(Dennis LaLumandiere) Financial Officer (Principal Financial
and Accounting Officer)
/s/ David Cohen
- ------------------------------------ Director July 14, 1997
(David Cohen)
/s/ Klaus Goffloo
- ------------------------------------ Director July 14, 1997
(Klaus Goffloo)
/s/ Thomas Ihlenfeldt
- ------------------------------------ Director July 14, 1997
(Thomas Ihlenfeldt)
</TABLE>
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<TABLE>
<S> <C> <C>
- ------------------------------------ Director July __, 1997
(E. Walter Lange)
/s/ Rodney Perkins, M.D.
- ------------------------------------ Director July 14, 1997
(Rodney Perkins, M.D.)
/s/ Robert J. Pressley, Ph.D.
- ------------------------------------ Director July 14, 1997
(Robert J. Pressley, Ph.D.)
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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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.
24.1 Powers of Attorney (see p. 3).
<PAGE> 1
EXHIBIT 5.1
July 14, 1997
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 July 14, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 150,000 additional shares of
your Common Stock (the "Shares") reserved for issuance under the 1989 Employee
Stock Purchase Plan (the "1989 Stock 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
1989 Stock Plan.
It is our opinion that, when issued and sold in the manner referred to
in the 1989 Stock Plan and pursuant to the respective agreement which
accompanies each grant under the 1989 Stock 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
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1989 Employee Stock Purchase Plan of Laserscope of our
report dated January 28, 1997, with respect to the consolidated financial
statements and schedule of Laserscope included in its Annual Report (Form
10-K/A), for the year ended December 31, 1996 filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
July 10, 1997
