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As filed with the Securities and Exchange Commission on December 14, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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1994 STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 DIRECTORS' STOCK OPTION PLAN
1999 RETENTION STOCK OPTION PLAN
(Full title of the Plans)
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ERIC REUTER
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)
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Copy to:
Elias J. Blawie
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 8 Pages
Exhibit Index on Page 8
(Calculation of Registration Fee on following page)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Maximum Amount to Offering Price Aggregate Registration
Title of Securities to be Registered be Registered (1) Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 STOCK OPTION PLAN
Common Stock,
no par value............................. 200,000 Shares (2) $1.00 (3) $200,000.00 $52.80
1999 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
no par value............................. 100,000 Shares $1.00 (4) $100,000.00 $26.40
1999 DIRECTORS' STOCK OPTION PLAN
Common Stock,
no par value............................. 300,000 Shares $1.00 (3) $300,000.00 $79.20
1999 RETENTION STOCK OPTION PLAN
Common Stock,
no par value............................. 700,000 Shares $1.00 (3) $700,000.00 $184.80
TOTAL 1,300,000 Shares $343.20
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans 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) Excludes all shares previously registered under Registrant's 1994 Stock
Option Plan on Form S-8.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. Computation based
on the average of the high and low
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sale prices of the Common Stock as reported on The Nasdaq Stock Market
on December 13, 1999.
(4) Estimated 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 sale prices of the Common Stock as reported on The Nasdaq Stock
Market on December 13, 1999, multiplied by 85%, which is the percentage
of the trading purchase price applicable to purchases under the
referenced Plan.
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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 report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 1999.
(c) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended June 30, 1999.
(d) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended September 30, 1999
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statements on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on
November 27, 1989 and November 15, 1991, including any amendment or report filed
for the purpose of updating such descriptions.
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 Corporations Code. 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
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<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 (see p. 7).
24.1 Powers of Attorney (see p. 6).
</TABLE>
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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 this
14th day of December, 1999.
Laserscope
By: /s/ Eric Reuter
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Eric Reuter
President & Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eric Reuter 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 attorney-in-facts 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
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<S> <C> <C>
/s/ Robert J. Pressley, Ph.D. Chairman of the Board of Directors December 14, 1999
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(Robert J. Pressley, Ph.D.)
/s/ Eric Reuter President, Chief Executive December 14, 1999
- ------------------------------------ Officer and Director
(Eric Reuter)
/s/ Dennis LaLumandiere Vice President of Finance, Chief December 14, 1999
- ------------------------------------ Financial Officer and Assistant
(Dennis LaLumandiere) Secretary (Principal Financial
and Accounting Officer)
/s/ E. Walter Lange Director December 14, 1999
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(E. Walter Lange)
/s/ Rodney Perkins, M.D. Director December 14, 1999
- ------------------------------------
(Rodney Perkins, M.D.)
/s/ Ruediger Naumann-Etienne Ph.D. Director December 14, 1999
- ------------------------------------
(Ruediger Naumann-Etienne, Ph.D.)
</TABLE>
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INDEX TO 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 (see p. 8).
</TABLE>
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EXHIBIT 5.1
December 13, 1999
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 December 14, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,300,000 additional
shares of your Common Stock (the "Shares") reserved for issuance under the 1994
Stock Option Plan, the 1999 Employee Stock Purchase Plan, the 1999 Directors'
Stock Option Plan and the 1999 Retention Stock Option Plan (collectively, the
"Plans"). 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 Plans.
It is our opinion that, when issued and sold in the manner referred to
in the respective Plan and pursuant to the respective agreement which
accompanies each grant under the Plans, 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
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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 on
Form S-8 pertaining to the 1994 Stock Option Plan, the 1999 Employee Stock
Purchase Plan, the 1999 Directors' Stock Option Plan and the 1999 Retention
Stock Option Plan of Laserscope of our report dated March 3, 1999, with respect
to the consolidated financial statements and schedule of Laserscope included in
its Annual Report on Form 10-K, for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
December 9, 1999
