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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 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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INTERPORE INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3043318
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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181 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
(Address of Principal Executive Offices including Zip Code)
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AMENDED AND RESTATED INTERPORE INTERNATIONAL, INC.
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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RICHARD L. HARRISON COPY TO:
SENIOR VICE PRESIDENT - FINANCE, CHARLES K. RUCK, ESQ.
INTERPORE INTERNATIONAL, INC. LATHAM & WATKINS
181 TECHNOLOGY DRIVE 650 TOWN CENTER DRIVE,
IRVINE, CALIFORNIA 92618-2402 TWENTIETH FLOOR
(949) 453-3200 COSTA MESA, CALIFORNIA 92626
(714) 540-1235
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(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE PRICE OFFERING REGISTRATION
REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value(3) 200,000 Shares $6.71875 $1,343,750 $374
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) The Amended and Restated Interpore International, Inc. Employee Stock
Qualified Plan (the "Plan") authorizes the issuance of a maximum of 300,000
shares, 100,000 of which have already been registered pursuant to Form S-8
Registration Statement No. 33-86454. Only the 200,000 newly authorized
shares under the Plan are registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and
is based on the average of the high and low sales price of the Common
Stock, as reported on The Nasdaq Stock Market on August 31, 1999.
(3) Each share of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its Rights Agreement, will include one
Common Share Purchase Right. Prior to the occurrence of certain events, the
Common Share Purchase Rights will not be exercisable or evidenced
separately from the Common Stock.
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
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Total Pages 7
Exhibit Index on Page 4
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PART I
The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
This Registration Statement covers 200,000 additional shares of our Common
Stock reserved for issuance under the Amended and Restated Interpore
International, Inc. Employee Qualified Stock Purchase Plan (the "Plan"). Our
Board of Directors recently adopted, and our stockholders recently approved, an
amendment to the Plan which increased the number of shares reserved for issuance
thereunder from 100,000 to 300,000 shares. On November 16, 1994, we filed with
the Commission Form S-8 Registration Statement No. 33-86454 (the "Prior
Registration Statement") covering an aggregate of 100,000 shares issuable under
the Plan. Pursuant to General Instruction E of Form S-8, the contents of the
Prior Registration Statement are incorporated by reference herein to the extent
not modified or superseded thereby or by any subsequently filed document which
is incorporated by reference herein or therein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of Interpore International, Inc.
appearing in our Annual Report (Form 10-K) for the fiscal year ended December
31, 1998 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Cross Medical Products, Inc. and
Subsidiaries (formerly Danninger Medical Technology, Inc. and Subsidiaries) for
the fiscal year ended December 31, 1997 have been audited by
PricewaterhouseCoopers L.L.P., independent accountants, as set forth in their
report thereon included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 and incorporated herein by reference. Such financial
statements and schedule are, and audited financials and schedules to be included
in subsequently filed documents will be, incorporated herein on reliance upon
the reports of PricewaterhouseCoopers L.L.P. pertaining to such financial
statements and schedule (to the extent covered by consents filed with the
Commission) given upon the authority of such firm as experts in accounting and
auditing.
ITEM 8. EXHIBITS
See Index to Exhibits on page 4.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company 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 Irvine, State of
California, on this 1st day of September 1999.
Interpore International, Inc., a Delaware
corporation
By: /s/ DAVID C. MERCER
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David C. Mercer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
David C. Mercer and Richard L. Harrison as attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, to sign on his
behalf, individually and in the capacities stated below, and to file any and all
amendments, including post-effective amendments, to this Registration Statement
and other documents in connection therewith, with the Commission, granting to
said attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities as of
September 1, 1999.
<TABLE>
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Signature Title
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<S> <C>
/s/ DAVID C. MERCER Chairman of the Board, Chief Executive
- -------------------------------- Officer and Director
David C. Mercer
/s/ JOSEPH A. MUSSEY President, Chief Operating Officer and
- -------------------------------- Director
Joseph A. Mussey
/s/ RICHARD L. HARRISON Senior Vice President-Finance, Chief
- -------------------------------- Financial Officer and Secretary (Principal
Richard L. Harrison Financial and Accounting Officer)
/s/ WILLIAM A. EISENECHER Director
- --------------------------------
William A. Eisenecher
/s/ DANIEL A. FUNK, M.D. Director
- --------------------------------
Daniel A. Funk, M.D.
/s/ G. BRADFORD JONES Director
- --------------------------------
G. Bradford Jones
/s/ ROBERT J. WILLIAMS Director
- --------------------------------
Robert J. Williams
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
4.1 Rights Agreement dated November 19, 1998 between (Note 1)
Interpore International, Inc. and U.S. Stock Transfer
Corporation.
5.1 Opinion of Latham & Watkins 5
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 5
23.2 Consent of Ernst & Young LLP, Independent Auditors 6
23.3 Consent of PricewaterhouseCoopers L.L.P., Independent 7
Accountants
24 Power of Attorney (included in the signature page to 3
this Registration Statement)
</TABLE>
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(1) Incorporated by reference from our Current Report on Form 8-K dated December
1, 1998.
4
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EXHIBIT 5.1
[Latham & Watkins Letterhead]
September 1, 1999
Board of Directors
Interpore International, Inc.
181 Technology Road
Irvine, California 92718
Re: Registration Statement on Form S-8
Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended, of an additional 200,000 shares (the "Shares") of common
stock, $.01 par value, of Interpore International, Inc., a Delaware corporation
(the "Company"), issuable under the Amended and Restated Interpore
International, Inc. Employee Qualified Stock Purchase Plan (the "Plan") by the
Company on a Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission, you have requested our
opinion with respect to matters set forth below.
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, as of the date hereof, upon the issuance and sale of the Shares, each in
the manner contemplated by the Registration Statement and each in accordance
with the terms of the Plan, and subject to the Company completing all action and
proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the Plan and the Registration Statement, including,
without limitation, collection of required payment for the Shares, the Shares
will be legally and validly issued, fully paid and nonassessable securities of
the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Latham & Watkins
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Amended and Restated
Interpore International, Inc. Employee Qualified Stock Purchase Plan and to the
incorporation by reference therein of our report dated February 3, 1999, with
respect to the consolidated financial statements and schedule of Interpore
International, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1998 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Irvine, California
September 1, 1999
6
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the Amended and Restated
Interpore International, Inc. Employee Qualified Stock Purchase Plan and to the
incorporation by reference therein of our report dated February 4, 1998 (except
as to Note 11 for which the date is February 11, 1998), with respect to the
consolidated financial statements and schedule of Cross Medical Products, Inc.
and Subsidiaries (formerly Danninger Medical Technology, Inc. and Subsidiaries)
included in the Interpore International, Inc. Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 as filed with the Securities and Exchange
Commission.
/s/ PRICEWATERHOUSECOOPERS L.L.P.
Columbus, Ohio
September 2, 1999
7
