<PAGE> 1
As filed with the Securities and Exchange Commission on May 6, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
UROHEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
----------------
DELAWARE 98-0122944
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5 CIVIC PLAZA, SUITE 100
NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Offices)
X-CARDIA CORPORATION 1996 STOCK OPTION PLAN
MICROSURGE, INC. STOCK OPTION PLAN
(Full Title of Plans)
----------------
CHARLES A. LAVERTY
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
UROHEALTH SYSTEMS, INC.
5 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 92612
(714) 251-7500
----------------
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share......... 166,016 $7.688 $1,276,331 $387.00
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), the proposed maximum offering price per
share and the proposed maximum aggregate offering price have been
determined on the basis of the average of the high and low prices reported
on The Nasdaq National Market on May 5, 1997.
In addition, 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.
================================================================================
2
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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.
3
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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 fiscal period
ended March 31, 1996, which includes audited financial statements for the
Registrant's latest fiscal year as amended by Amendment No. 1 on Form 10-K/A
filed with the Securities and Exchange Commission on January 9, 1997.
(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 which is contained in
its Registration Statement on Form 8-A, dated November 21, 1996, filed under the
Exchange Act on November 22, 1996, including any amendment or report filed for
the purpose 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 ("Section 145") of the General Corporation
Law of the State of Delaware (the "DGCL") which provides for indemnification of
directors and officers in certain circumstances.
The Company's Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director of the Company
except for liability (i) for any breach of such 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 the law, (iii)
under Section 174 of the DGCL (unlawful payment of dividends), or (iv) for any
transaction from which such director derived an improper personal benefit.
The Company is empowered by Section 145 of the DGCL, subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in the defense of any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his or her being or having been a director or
officer of the Company. The statute provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
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The Company's Bylaws provide that the Company shall indemnify its directors,
and may indemnify its officers, to the full extent permitted by law.
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 honestly and in good faith with a view to the best interests of the
corporation.
There are directors' and officers' liability insurance policies presently in
force insuring directors and officers of the Registrant and its subsidiaries.
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 Company's Annual Report on
Form 10-K for the fiscal period ended March 31, 1996.
5.1 Opinion of Michael L. Hawkins, Esq.
23.1 Consent of Michael L. Hawkins, Esq. (contained in Exhibit
5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Cherry, Bekaert & Holland LLP
23.4 Consent of Doane Raymond
23.5 Consent of Coopers & Lybrand LLP
23.6 Consent of KPMG Peat Marwick LLP
23.7 Consent of Ernst & Young LLP
23.8 Consent of BDO Seidman, LLP
23.9 Consent of Ernst & Young LLP
23.10 Consent of Coopers & Lybrand LLP
24.1 Power of Attorney (see page 7)
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:
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<PAGE> 6
(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.
(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) 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) 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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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
May 6, 1997.
UROHEALTH SYSTEMS, INC.
By: /s/ CHARLES A. LAVERTY
-----------------------------------
Charles A. Laverty
Chairman of the Board and
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 or her 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 or she 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>
/s/ CHARLES A. LAVERTY Chairman of the Board of May 6, 1997
- ------------------------------ Directors and Chief
Charles A. Laverty Executive Officer
(Principal Executive Officer)
/s/ JAMES L. JOHNSON Chief Financial Officer May 6, 1997
- ------------------------------ (Principal Financial
James L. Johnson Officer and Principal
Accounting Officer)
/s/ MITCHELL J. BLUTT Director May 6, 1997
- ------------------------------
Mitchell J. Blutt, M.D.
/s/ ABBEY J. BUTLER Director May 2, 1997
- ------------------------------
Abbey J. Butler
/s/ JOHN CHAMBERLIN Director May 6, 1997
- ------------------------------
John Chamberlin
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT N. ELKINS Director May 5, 1997
- --------------------------------
Robert N. Elkins
/s/ MELVYN J. ESTRIN
- -------------------------------- Director May 6, 1997
Melvyn J. Estrin
/s/ C. SAGE GIVENS
- -------------------------------- Director May 6, 1997
C. Sage Givens
/s/ LAWRENCE GOELMAN
- -------------------------------- Director May 6, 1997
Lawrence Goelman
/s/ MICHAEL S. GROSS
- -------------------------------- Director May 6, 1997
Michael S. Gross
/s/ RICHARD NEWHAUSER
- -------------------------------- Director May 6, 1997
Richard Newhauser
/s/ FRANCIS J. TEDESCO
- -------------------------------- Director May 6, 1997
Francis J. Tedesco
/s/ GERALD W. TIMM
- -------------------------------- Director May 6, 1997
Gerald W. Timm
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- ---------
<S> <C> <C>
4.1 Form of Certificate for Common Stock.
Incorporated by reference to Exhibit 4.1 of the
Company's Annual Report on Form 10-K for the fiscal
period ended March 31, 1996
5.1 Opinion of Michael L. Hawkins, Esq.
23.1 Consent of Michael L. Hawkins, Esq. (contained in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Cherry, Bekaert & Holland LLP
23.4 Consent of Doane Raymond
23.5 Consent of Coopers & Lybrand LLP
23.6 Consent of KPMG Peat Marwick LLP
23.7 Consent of Ernst & Young LLP
23.8 Consent of BDO Seidman, LLP
23.9 Consent of Ernst & Young LLP
23.10 Consent of Coopers & Lybrand LLP
24.1 Power of Attorney (see page 7)
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
May 6, 1997
Urohealth Systems, Inc.
5 Civic Plaza, Suite 100
Newport Beach, California 92660
Gentlemen:
At your request, I have examined the Registration Statement on Form
S-8 executed by you on May 6, 1997, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 160,016 shares of your
Common Stock, $.001 par value (the "Common Shares"); of the 160,016 Common
Shares, 159,940 are issuable upon exercise of options which have been and will
be granted pursuant to the X-Cardia Corporation 1996 Stock Option Plan and
6,076 are issuable pursuant to the Microsurge, Inc., Stock Option Plan
(collectively, the "Plans").
As your counsel in connection with the Registration Statement, I have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the Common Shares or options to
purchase Common Shares under the Plans (the "Plan Shares") and such documents
as I have deemed necessary to render this opinion.
Based upon the foregoing, it is my opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and nonassessable Common Shares.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ MICHAEL L. HAWKINS
----------------------------------
Michael L. Hawkins, Esq.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Urohealth Systems, Inc. (Form S-8, No. 333- ) for the registration
of 166,016 shares of its Common Stock 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/A) 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
April 30, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Urohealth Systems, Inc. (Form S-8, No. 333- ) for the registration
of 166,016 shares of its Common Stock of our report dated January 8, 1997,
with respect to the financial statements of Urohealth Systems, Inc. for the
year ended June 30, 1994, included in its Transition Report (Form 10-K/A)
for the nine months ended March 31, 1996, filed with the Securities and
Exchange Commission.
/s/ CHERRY, BEKAERT & HOLLAND L.L.P.
------------------------------------
Cherry, Bekaert & Holland L.L.P.
Augusta, Georgia
May 5, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Urohealth Systems, Inc. (Form S-8, No. 333- ) for the registration
of 166,016 shares of its Common Stock 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/A) for the nine months ended March
31, 1996, filed with the Securities and Exchange Commission.
/s/ Doane Raymond
Chartered Accountants
Toronto, Canada
May 5, 1997
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Urohealth Systems, Inc. of our report, which included an explanatory
paragraph related to Advanced Surgical's ability to continue as a going concern,
dated February 24, 1994 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/A 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
April 30, 1997
<PAGE> 1
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
UROHEALTH Systems, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 (No. 333- ) 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, Minnesota
May 1, 1997
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333- ) of Urohealth Systems, Inc. for the registration of 166,016
shares of its Common Stock of our report dated August 8, 1996, except Note K as
to which the date is August 14, 1996, with respect to the consolidated financial
statements of Richard-Allan Medical Industries, Inc. included in the Company's
Form 8-K/A, filed with the Securities and Exchange Commission on September 26,
1996.
/s/ ERNST & YOUNG LLP
------------------------------
Ernst & Young LLP
Kalamazoo, Michigan
April 30, 1997
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Urohealth Systems, Inc. (Form S-8, No. 333- ) of our report dated
August 23, 1993, relating to the consolidated statement of operations,
stockholders' equity, and cash flows for Richard-Allan Medical Industries for
the fiscal year ended June 30, 1993.
/s/ BDO SEIDMAN, LLP
------------------------------
BDO SEIDMAN, LLP
Kalamazoo, Michigan
May 2, 1997
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333- ) of Urohealth Systems, Inc. for the registration of 166,016
shares of its Common Stock of our report dated February 5, 1997, with respect to
the consolidated financial statements of X-Cardia Corporation included in
the Company's Current Report on Form 8-K/A dated March 15, 1997, as amended.
/s/ ERNST & YOUNG LLP
------------------------------
Ernst & Young LLP
Palo Alto, California
April 30, 1997
<PAGE> 1
EXHIBIT 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Urohealth Systems, Inc. on Form S-8 of our report on Microsurge, Inc., which
includes an explanatory paragraph related to the Company's ability to continue
as a going concern, dated March 14, 1997 on our audits of the financial
statements of Microsurge, Inc. as of December 31, 1996 and 1995 and for the
three years in the period ended December 31, 1996, which report is included in
the Current Report on Form 8-K/A as amended on April 28, 1997 of Urohealth
Systems, Inc.
/s/ COOPERS & LYBRAND L.L.P
------------------------------
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 30, 1997
