<PAGE> 1
As filed with the Securities and Exchange Commission on November 21, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
I-FLOW CORPORATION
(Exact name of Registrant as specified in its charter)
California 33-0121984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-------------------------
2532 White Road
Irvine, California 92614
(714) 553-0888
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
-------------------------
1996 STOCK INCENTIVE PLAN
(Full Title of Plan)
-------------------------
Gayle L. Arnold
Vice President, Finance
I-FLOW CORPORATION
2532 White Road
Irvine, California 92614
(714) 553-0888
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,500,000 shares $4.28 $10,700,000 $3,242.42
======================================================================================================================
</TABLE>
(1) There is also being registered hereunder such additional undetermined
number of shares of Common Stock that may be issued from time to time as a
result of the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c) and based on the average of the high
and low prices of the Common Stock of I-Flow Corporation as reported on
November 18, 1996 on the Nasdaq Small-Cap Issues System.
1
<PAGE> 2
INTRODUCTION
This Registration Statement on Form S-8 is filed by I-Flow Corporation
(the "Company") relating to 2,500,000 shares of the Company's common stock, no
par value per share (the "Common Stock"), issuable to eligible directors,
officers, employees, consultants and advisors of the Company under the I-Flow
Corporation 1996 Stock Incentive Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;
(d) The Company's Current Report on Form 8-K dated July 22, 1996;
and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (No. 33-41207-LA)
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
-2-
<PAGE> 3
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 317 of the California General Corporation Law (the
"CGCL"), the Company is in certain circumstances permitted to indemnify its
directors and officers against certain expenses (including attorneys' fees),
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with threatened, pending or completed civil, criminal,
administrative or investigative actions, suits or proceedings (other than an
action by or in the right of the Company), in which such persons were or are
parties, or are threatened to be made parties, by reason of the fact that they
were or are directors or officers of the Company, if such persons acted in good
faith and in a manner they reasonably believed to be in the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In addition, the Company
is in certain circumstances permitted to indemnify its directors and officers
against expenses incurred in connection with the defense or settlement of a
threatened, pending or completed action by or in the right of the Company, and
against amounts paid in settlement of any such action, if such persons acted in
good faith and in a manner they believed to be in the best interests of the
Company and its shareholders, provided that the specified court approval is
obtained.
Under Section 204(a)(10) of the CGCL, the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of the director's duty to the corporation and its
shareholders may be eliminated, except for liability of a director resulting
from (i) acts or omissions involving intentional misconduct or the absence of
good faith, (ii) any transaction from which a director derived an improper
personal benefit, (iii) acts or omissions showing a reckless disregard for the
director's duty, (iv) acts or omissions constituting an unexcused pattern of
inattention to the director's duty, or (v) the making of an illegal distribution
to shareholders or an illegal loan or guaranty.
As permitted under the CGCL, the Restated Articles of Incorporation of
the Company, as amended to date, provide that the personal liability of the
directors of the Company for monetary damages shall be eliminated to the fullest
extent permissible under California law. The Restated Articles of Incorporation
of the Company also provide that the Company is authorized to provide
indemnification for its directors and officers for breach of their duty to the
Company and its shareholders through Bylaw provisions or through agreements with
the directors and officers, or both, in excess of the indemnification otherwise
permitted by Section 317 of the CGCL. The Company's Bylaws provide for
indemnification of its directors and officers to the fullest extent permitted by
Section 317 of the CGCL.
Directors and officers of the Company are covered by a Directors' and
Officers' Liability Policy issued by Steadfast Insurance Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Company (filed as an
exhibit to the Company's Annual Report on Form 10-K for its
fiscal year ended September 30, 1990, and incorporated herein
by reference)
3
<PAGE> 4
4.2 Certificate of Amendment to Restated Articles of Incorporation
of the Company dated June 14, 1991 (filed as an exhibit to the
Company's Registration Statement on Form S-1 (No. 33-41207-LA)
and incorporated herein by reference)
4.3 Certificate of Amendment to Restated Articles of Incorporation
of the Company dated May 12, 1992 (filed as an exhibit to the
Company's Post-Effective Amendment No. 1 to its Registration
Statement on Form S-1 (No. 33-41207-LA) and incorporated
herein by reference)
4.4 Restated Certificate of Determination covering the Company's
Series B Preferred Stock filed with the California Secretary
of State on October 5, 1992 (filed as an exhibit to the
Company's Post-Effective Amendment No. 1 to its Registration
Statement on Form S-1 (No. 33-41207-LA) and incorporated
herein by reference)
4.5 Restated Bylaws of the Company dated July 22, 1991 (filed as
an exhibit to the Company's Registration Statement on Form S-1
(No. 33-41207-LA) and incorporated herein by reference)
4.6 Amended Bylaws of the Company dated May 17, 1996 (filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, and incorporated herein by
reference)
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of
the securities being registered
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
Item 9. Undertakings.
(a) 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;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
4
<PAGE> 5
(2) That, for the purpose 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.
(b) 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 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 Securities 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.
(c) Insofar as 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a 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 November 15, 1996.
I-FLOW CORPORATION
By: /S/ DONALD M. EARHART
--------------------------------------
Donald M. Earhart
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
DONALD M. EARHART and GAYLE L. ARNOLD his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
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, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ DONALD M. EARHART President, Chief Executive Officer November 15, 1996
------------------------ (Principal Executive Officer)
Donald M. Earhart and Chairman of the Board
/S/ JAMES J. DAL PORTO Executive Vice President, November 15, 1996
------------------------ Chief Operating Officer
James J. Dal Porto and Director
/S/ GAYLE L. ARNOLD Vice President, Finance November 15, 1996
----------------------- (Principal Financial and
Gayle L. Arnold Accounting Officer)
/S/ JOHN H. ABELES Director November 15, 1996
-----------------------
John H. Abeles, M.D.
/S/ JACK H. HALPERIN Director November 15, 1996
-----------------------
Jack H. Halperin
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ JOEL S. KANTER Director November 15, 1996
----------------------
Joel S. Kanter
/S/ ERIK H. LOUDON Director November 15, 1996
----------------------
Erik H. Loudon
/S/ CHARLES C. McGETTIGAN Director November 15, 1996
--------------------------
Charles C. McGettigan
/S/ HENRY T. TAI Secretary, Director November 15, 1996
---------------------
Henry T. Tai, Ph.D., M.D.
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.1* Restated Articles of Incorporation of the Company
4.2* Certificate of Amendment to Restated Articles of Incorporation of the
Company dated June 14, 1991
4.3* Certificate of Amendment to Restated Articles of Incorporation of the
Company dated May 12, 1992
4.4* Restated Certificate of Determination covering the Company's Series B
Preferred Stock filed with the California Secretary of State on October 5,
1992
4.5* Restated Bylaws of the Company dated July 22, 1991
4.6* Amended Bylaws of the Company dated May 17, 1996
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities
being registered
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
</TABLE>
- ---------------
* Incorporated herein by reference. See sequentially numbered page 3.
8
<PAGE> 1
Exhibit 5
[Gibson, Dunn & Crutcher LLP Letterhead]
November 19, 1996
I-Flow Corporation
2532 White Road
Irvine, California 92714
Re: Registration Statement on Form S-8 of 2,500,000
Shares of Common Stock
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 2,500,000 shares of common stock,
no par value per share (the "Common Stock") of I-Flow Corporation, a California
corporation (the "Company"), to be issued pursuant to the Company's 1996 Stock
Incentive Plan (the "Plan").
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and, as
part of such examinations, we have examined, among other things, originals and
copies, certified or otherwise, identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate. For the purposes of such examinations, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examinations and
assumptions, we are of the opinion that, assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Common Stock being offered under the Plan, when
issued in accordance with the Registration Statement and the provisions of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
MWS/MDL
9
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of I-Flow Corporation on Form S-8 of our report dated January 26,
1996, except for Note 11 which the date is March 7, 1996, appearing in and
incorporated by reference in the Annual Report on Form 10-K of I-Flow
Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Costa Mesa, California
November 18, 1996
10
