AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2000.
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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SURGICAL LASER TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 31-1093148
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
147 Keystone Drive
Montgomeryville, Pennsylvania 18936
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(Address of Principal Executive Offices) (Zip Code)
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SURGICAL LASER TECHNOLOGIES, INC.
2000 EQUITY INCENTIVE PLAN
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(Full title of the plan)
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Michael R. Stewart
President and Chief Executive Officer
Surgical Laser Technologies, Inc.
147 Keystone Drive
Montgomeryville, Pennsylvania 18936
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(Name and address of agent for service)
(215) 619-3600
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(Telephone number, including area code,
of agent for service)
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Copy to:
Thomas G. Spencer, Esquire
Duane, Morris & Heckscher, LLP
One Liberty Place
Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum offering maximum Amount of
securities to Amount to price per aggregate registration
be registered be registered share offering price fee
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Common Stock, 250,000 $2.00-$2.75(1) $469,118.75(1) $124.00
par value $.01
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(1) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering
price per share and the proposed maximum aggregate offering price have been
computed as follows: (a) with respect to the 75,800 shares for which options
have been granted as of the date hereof, computed upon the basis of exercise
prices ranging from $2.00 to $2.75 per share and (b) with respect to the
174,200 shares for which options have not yet been granted, computed on the
basis of $1.78 per share, the average of the high and low sales prices of the
Common Stock of the Company on the Nasdaq Stock Market on October 30, 2000.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-K of Surgical Laser
Technologies, Inc. (the "Company") for the Year Ended January 2, 2000, as
filed by the Company with the Securities and Exchange Commission (the
"Commission") on March 23, 2000.
(b) The Company's Form 10-Q Reports for the Quarters Ended April
2, 2000 and July 2, 2000, as filed by the Company with the Commission on May
16, 2000 and August 15, 2000, respectively, and the Company's Form 8-K and
Form 8-K/A Current Reports dated June 1, 2000, as filed by the Company with
the Commission on June 16, 2000 and August 14, 2000, respectively.
(c) The description of the Company's Common Stock set forth in
Amendment No. 1 to the Company's Registration Statement on Form S-1 filed with
the Commission under the Securities Act of 1933, as amended, (the "Act") on
September 26, 1989 under the caption "Description of Capital Stock -- Common
Stock," which is incorporated by reference in response to Item 1 of the
Registration Statement on Form 8-A filed by the Company with the Commission on
August 9, 1989 as amended under cover of Form 8 filed by the Company with the
Commission on September 26, 1989 pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act").
All reports or other documents filed pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement, in each case filed by the Company prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is
or is deemed to be incorporated herein by reference, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedules of the Company
contained in the Company's Annual Report on Form 10-K for the Year Ended
January 2, 2000 and the financial statements of Surgical Innovations &
Services, Inc. at and for the year ended December 31, 1999 contained in the
Company's Current Report on Form 8-K/A and in each case incorporated by
reference in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
The financial statements of Surgical Innovations & Services, Inc. at
and for the year ended December 31, 1998 contained in the Company's Current
Report or Form 8-K/A incorporated by reference in this Registration Statement
have been audited by Grant Thornton LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts
in accounting and auditing in giving said reports.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher, LLP,
Philadelphia, Pennsylvania. As of October 15, 2000, partners of Duane, Morris
& Heckscher, LLP and their affiliates beneficially owned 7,704 shares of the
Company's outstanding Common Stock. Sheldon M. Bonovitz, a partner of Duane,
Morris & Heckscher, LLP is a director of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith in and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful. In the case of an action other than an action by or in
the right of the corporation, the termination of such action by judgment,
order, settlement, conviction, or upon plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
In the case of an action by or in the right of the corporation,
Section 145 empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any
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threatened, pending or completed action in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, except that
indemnification is not permitted in respect of any claim, issue or matter as
to which such person is adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court deems proper.
Section 145 further provides: that a Delaware corporation is required
to indemnify a director, officer, employee or agent against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with any action, suit or proceeding or in defense of any claim,
issue or matter therein as to which such person has been successful on the
merits or otherwise; that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and that the
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer against any such liability asserted against him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against liability under
Section 145. A Delaware corporation may provide indemnification only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct. Such determination is
to be made (i) by the board of directors by a majority vote of a quorum
consisting of directors who were not party to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or (iii) by the stockholders.
Article VI of the By-laws of the Company provides for indemnification
of directors and officers of the Company to the fullest extent permitted by
law, as now in effect or later amended. Article VI of the By-laws provides
that expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of
final disposition upon receipt of an undertaking by or on behalf of such
person to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the Company.
The Company maintains a $10,000,000 insurance policy which insures
the Company's officers and directors against losses arising from claims
brought against them for any negligent act, error, omission, breach of duty,
misstatement or other act while acting in their capacities as officers or
directors. The policy includes certain standard coverage exclusions and
deductibles.
Additionally, Article Eleventh of the Company's Restated Certificate
of Incorporation limits the liability of the Company's directors under certain
circumstances. Article Eleventh states that a director of the Company shall
have no personal liability to the Company or its stockholders for monetary
damages for breach of his fiduciary duty as a director; provided, however,
that Article
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Eleventh does not eliminate or limit the ability of a director (i) for any
breach of the director's duty of loyalty to the Company or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of a law; (iii) for the unlawful payment
of dividends or unlawful stock repurchases under Section 174 of the General
Corporation Law of the State of Delaware; or (iv) for any transaction from
which the director derived an improper personal benefit. Article Eleventh
does not eliminate or limit the liability of a director for any act or
omission occurring prior to May 29, 1987.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No answer to this item is required because no restricted securities
are to be reoffered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
(4) Surgical Laser Technologies, Inc. 2000 Equity Incentive Plan.
(5) Opinion of Duane, Morris & Heckscher, LLP.
(23)(A) Consent of Duane, Morris & Heckscher, LLP (included in their opinion
filed as Exhibit 5).
(23)(B) Consent of Arthur Andersen LLP.
(23)(C) Consent of Grant Thornton LLP.
(24) Power of Attorney (included on the signature pages hereto).
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(a) 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;
(b) that for purposes of determining any liability under the 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 offer
thereof; and
(c) 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.
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The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
The Company hereby further undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent or
given the Company's latest annual report to stockholders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Montgomeryville, Pennsylvania on
October 31, 2000.
SURGICAL LASER TECHNOLOGIES, INC.
By: /s/ Michael R. Stewart
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Michael R. Stewart,
President and
Chief Executive Officer
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Michael R. Stewart and A. Davis
Woodward, and each or either of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution, for him, and in his name, place
and stead, in any and all capacities to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
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/s/ Michael R. Stewart President, Chief October 31, 2000
----------------------- Executive Officer
Michael R. Stewart and Director (Principal
executive officer)
/s/ A. Davis Woodward Vice President and October 31, 2000
----------------------- Chief Financial Officer
A. Davis Woodward (Principal financial and
accounting officer)
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/s/ Richard J. DePiano Chairman of the Board October 31, 2000
----------------------- of Directors
Richard J. DePiano
/s/ Sheldon M. Bonovitz Director October 31, 2000
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Sheldon M. Bonovitz
/s/ Jay L. Federman Director October 31, 2000
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Jay L. Federman
/s/ James Lee Stafford Director October 31, 2000
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James Lee Stafford
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EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
EXHIBIT
NO. EXHIBIT
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(4) Surgical Laser Technologies, Inc. 2000 Equity Incentive Plan.
(5) Opinion of Duane, Morris & Heckscher, LLP.
(23)(A) Consent of Duane, Morris & Heckscher, LLP (included in their
opinion filed as Exhibit 5).
(23)(B) Consent of Arthur Andersen LLP.
(23)(C) Consent of Grant Thornton LLP.
(24) Power of Attorney (included on the signature pages hereto).
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