<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1998
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,
MARK L. SILVERMAN,
THOMAS H. TOBIASON
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
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- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Maximum Amount to be Offering Price Aggregate Offering Registration
Title of Securities to be Registered Registered(1) Per Share Price Fee
------------------------------------ ------------- --------- ----- ---
<S> <C> <C> <C> <C>
1989 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
no par value..................................... 150,000 shares $1.4078(2) $211,170.00 $62.30
150,000 shares $1.4078 $211,170.00 $62.30
Total
</TABLE>
- ----------
(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 July 29, 1998, 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
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, 1997 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, 1998 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,
as further amended by the Form 8-A/A filed on September 4, 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.
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Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
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.
</TABLE>
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 July 31,
1998.
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 31, 1998
- -----------------------------
(Benjamin L. Holmes)
/s/ ROBERT V. MCCORMICK President, Chief Executive Officer July 31, 1998
- ----------------------------- and Director
(Robert V. McCormick)
/s/ DENNIS LALUMANDIERE Vice President of Finance and Chief Financial July 31, 1998
- ----------------------------- Officer (Principal Financial and Accounting
(Dennis LaLumandiere) Officer)
/s/ E. WALTER LANGE Director July 31, 1998
- -----------------------------
(E. Walter Lange)
/s/ RODNEY PERKINS, M.D. Director July 31, 1998
- -----------------------------
(Rodney Perkins, M.D.)
/s/ ROBERT J. PRESSLEY, PH.D. Director July 31, 1998
- -----------------------------
(Robert J. Pressley, Ph.D.)
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number No.
- ------ ---
<S> <C>
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.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
July 31, 1998
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 31, 1998
(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
/s/ VENTURE LAW GROUP
MLS
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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 February 17, 1998, 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, 1997 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
San Jose, California
July 29, 1998
