<PAGE> 1
As filed with the Securities and Exchange Commission on June 18, 1996
Registration No. 33-99976
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------------------
UROHEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
------------------------------------------------------------
DELAWARE 98-0122944
(Sate or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
FIVE CIVIC PLAZA, SUITE 100
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices)
ADVANCED SURGICAL 1992 STOCK PLAN;
EMPLOYEE RESERVED STOCK AGREEMENTS
(Full Title of Plans)
-----------------------------------------------------
CHARLES A. LAVERTY
CHIEF EXECUTIVE OFFICER
UROHEALTH SYSTEMS, INC.
FIVE CIVIC PLAZA, SUITE 100
NEWPORT BEACH, CALIFORNIA 92660
(name and address of agent for service)
(714) 668-5858
(telephone number, including area code, of agent for service)
Copy to:
ROBERT M. MATTSON, JR., ESQ.
MORRISON & FOERSTER, LLP
19900 MACARTHUR BOULEVARD
IRVINE, CALIFORNIA 92715
(714) 251-7500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Amount Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share 100,197(1) $13.875(1) $1,390,233(1) $480(2)
===============================================================================================================
</TABLE>
Pursuant to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plans described herein.
(1) All of the shares of Common Stock included in this post-effective Amendment
No. 1 were included in and registered previously on Registrant's
Registration Statement on Form S-4 (No. 33-99976) and the applicable
registration fee of $480 was paid in connection therewith. Such shares
consist of (i) 94,042 shares of Common Stock issuable upon exercise of
options granted under the Advanced Surgical, Inc. 1992 Stock Plan, and (ii)
6,155 shares of Common Stock issuable pursuant to certain employee
Reserved Stock Agreements.
(2) The required registration fees for all shares of Registrant's Common Stock
to be registered pursuant to this Registration Statement on Form S-8 were
previously paid in connection with the prior registration of such shares as
described in Footnote 1 above.
===============================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Urohealth Systems, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
(a) The Registrant's Transition Report on Form 10-K for the transition
period ended March 31, 1996, which includes audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the audited financial statements described in (a)
above.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A, filed with the Commission on May 18, 1992,
as amended by Amendment No. 1 to the Registration Statement on Form 8-A/A, filed
with the Commission on December 11, 1995, each filed under the Exchange Act and
including any amendment or report filed for the purposes of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for 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 by reference herein 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
that they may incur in such capacities, including liabilities under the
Securities Act. In addition, the Registrant's Bylaws require that the Registrant
indemnify its directors and officers to the fullest extent permitted by Delaware
law.
The Registrant's Certificate of Incorporation provides that the liability of
its directors for monetary damages shall be eliminated to the fullest extent
permissible under Delaware law. Pursuant to Delaware law, this includes
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to the Registrant and its stockholders. These provisions
do not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for: breach of the directors' duty of loyalty to the
Registrant; for acts and omissions not in good faith or involving intentional
misconduct; for knowing violations of law; for any transaction from which the
director derived an improper personal benefit; and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Delaware
law. Neither does the provision affect a director's responsibilities under any
other laws, such as the federal securities laws, or state or federal
environmental laws.
The Registrant has entered into agreements with certain directors and
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts to the fullest extent permitted
by law incurred in connection with any proceeding to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the Registrant and, with respect to
any criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The Registrant also maintains directors' and officers' liability
policies insuring directors and officers of the Registrant for covered losses as
defined in the policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Form of Certificate for Common Stock. Incorporated by reference to
Exhibit 4.1 of the Registrant's Annual Report on Form 10-K for the transition
period ended March 31, 1996.
5.1 Opinion of Morrison & Foerster as to the legality of the 101,197 shares
of Common Stock which were previously registered and included in the
Registration Statement on Form S-4 (No. 33-99976) as originally filed with
respect to shares issuable under the Advanced Surgical 1992 Stock Plan and the
Employee Reserved Stock Agreements. Incorporated by reference to Exhibit 5.1 of
Registrant's Registration Statement on Form S-4 (No. 33-99976).
II-2
<PAGE> 5
23.1 Consent of Morrison & Foerster with respect to the use of its opinion
as an exhibit to the Registration Statement on Form S-4 (No. 33-99976) as
originally filed with respect to shares issuable under the Advanced Surgical
1992 Stock Plan and the Employee Reserved Stock Agreements. Incorporated by
reference to Exhibit 5.1 of Registrant's Registration Statement on Form S-4 (No.
33- 99976).
23.2 Consent of Ernst & Young LLP
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Doane Raymond
23.5 Consent of KPMG Peat Marwick LLP
23.6 Consent of Cherry Bekaert & Holland
24.1 Power of Attorney (See page II-5)
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering.
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 this 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 this
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.
II-3
<PAGE> 6
(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 herein, 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) Filings Incorporating Subsequent Exchange Act Documents By Reference.
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 (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.
(c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
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 by a
director, officer or controlling person of the Registrant in the successful
defense or 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 Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Urohealth Systems, Inc. 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 Newport Beach, State of California, on
June 17, 1996.
UROHEALTH SYSTEMS, INC.
By: /s/ CHARLES A. LAVERTY
-----------------------------
Charles A. Laverty
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Charles
A. Laverty, James L. Johnson and Kevin M. Higgins, and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting to said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, 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 or any of them, or their or his
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 below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
CHARLES A. LAVERTY
.................................. Chairman of the Board of June 17, 1996
Charles A. Laverty Directors and
Chief Executive Officer
(Principal Executive Officer)
JAMES L. JOHNSON
.................................. Executive Vice President June 17, 1996
James L. Johnson and Chief Financial Officer
(Principal Financial Officer)
JEFFREY J. DUNNIGAN
.................................. Vice President - Finance June 17, 1996
Jeffrey J. Dunnigan (Principal Accounting Officer)
ABBEY J. BUTLER
................................... Director June 17, 1996
Abbey J. Butler
ROBERT N. ELKINS
................................... Director June 17, 1996
Robert N. Elkins
MELVYN J. ESTRIN
................................... Director June 17, 1996
Melvyn J. Estrin
LAWRENCE GOELMAN
................................... Director June 17, 1996
Lawrence Goelman
JAMES B. OSBON
................................... Director June 13, 1996
James B. Osbon
JULIAN W. OSBON
................................... Director June 17, 1996
Julian W. Osbon
FRANCIS J. TEDESCO
................................... Director June 11, 1996
Francis J. Tedesco
GERALD W. TIMM
................................... Director June 11, 1996
Gerald W. Timm
MITCHELL J. BLUTT, M.D.
................................... Director June 17, 1996
Mitchell J. Blutt, M.D.
................................... Director _______, 1996
Michael S. Gross
JOHN CHAMBERLIN
................................... Director June 17, 1996
John Chamberlin
................................... Director _______, 1996
C. Sage Givens
</TABLE>
II-5
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Number Description Sequential
- -------------- ----------- Page No.
----------
<S> <C>
4.1 Form of Certificate for Common Stock.
Incorporated by reference to Exhibit 4.1
of the Registrant's Annual Report on
Form 10-K for the transition period ended
March 31, 1996.
5.1 Opinion of Morrison & Foerster as to the
legality of the 101,197 shares of Common
Stock which were previously registered and
included in the Registration Statement on
Form S-4 (No. 33-99976) as originally filed
with respect to shares issuable under the
Advanced Surgical 1992 Stock Plan and the
Employee Reserved Stock Agreements.
Incorporated by reference to Exhibit 5.1 of
Registrant's Registration Statement on Form S-4
(No. 33-99976).
23.1 Consent of Morrison & Foerster with respect
to the use of its opinion as an exhibit to
the Registration Statement on Form S-4
(No. 33-99976) as originally filed with respect
to shares issuable under the Advanced Surgical
1992 Stock Plan and the Employee Reserved Stock
Agreements. Incorporated by reference to
Exhibit 5.1 of Registrant's Registration
Statement on Form S-4 (No. 33-99976).
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Doane Raymond
23.5 Consent of KPMG Peat Marwick LLP
23.6 Consent of Cherry Bekaert & Holland
24.1 Power of Attorney (See page II-5)
</TABLE>
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
on Form S-8 to Form S-4 of UroHealth Systems, Inc. pertaining to the Advanced
Surgical 1992 Stock Option Plan and Employee Reserved Stock Agreements of our
reports dated June 4, 1996, with respect to the consolidated financial
statements and schedule of UroHealth Systems, Inc. included in its Transition
Report (Form 10-K) for the nine months ended March 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------
ERNST & YOUNG LLP
Orange County, California
June 17, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 on Form S-8 of UroHealth Systems, Inc. for the Advanced
Surgical 1992 Stock Option Plan; Employee Reserved Stock Agreements of our
report, which included an explanatory paragraph related to the Company's
ability to continue on a going concern, dated February 25, 1995 on our audit of
the consolidated financial statements of Advanced Surgical, Inc. as of and for
the year ended December 31, 1994, of which the results are included in the June
30, 1994 consolidated results of operations of UroHealth Systems, Inc. included
in its Transition Report on Form 10-K for the nine months ended March 31, 1996.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 12, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 on Form S-8 of UROHEALTH Systems, Inc. for the Advanced
Surgical 1992 Stock Option Plan; Employee Reserved Stock Agreements of our
report dated August 22, 1994, with respect to the consolidated statements of
operations, stockholders' equity and cash flows of UROHEALTH Systems, Inc. for
the year ended June 30, 1994, included in its Transition Report (Form 10-K) for
the nine months ended March 31, 19996, filed with the Securities and Exchange
Commission.
/s/ DOANE RAYMOND
---------------------
Chartered Accountants
Toronto, Canada
June 11, 1996
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
UROHEALTH Systems, Inc.
We consent to incorporation by reference in the Post-Effective Amendment No. 1
on Form S-8 of UROHEALTH Systems, Inc. of our report dated October 10, 1995,
relating to the consolidated balance sheet of Dacomed Corporation as of June
24, 1995 and the related consolidated statements of operations, stockholders'
equity and cash flows for the fiscal year then ended, and our report dated
December 19, 1994, relating to the consolidated statements of operations,
stockholders' equity and cash flows for Dacomed Corporation for the fiscal year
ended October 29, 1994.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Minneapolis, Minneosta
June 11, 1996
<PAGE> 1
EXHIBIT 23.6
[CHERRY BEKAERT & HOLLAND LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 on Form S-8 of UroHealth Systems, Inc. for the Advanced Surgical 1992
Stock Option Plan; Employee Reserved Stock Agreements of our report dated
December 6, 1994, with respect to the financial statements of Osbon Medical
Systems, Ltd. for the year ended September 30, 1994, included in its Transition
Report (Form 10-K) for the nine months ended March 31, 1996, filed with the
Securities and Exchange Commission.
[SIG]
Augusta, Georgia
June 11, 1996
