SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Medwave, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1493458
State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
4382 Round Lake Road West
Arden Hills, Minnesota 55112
(Address of Principal Executive Office and Zip Code)
Medwave, Inc. Amended and Restated Stock Option Plan
(Full Title of the Plan)
G. Kent Archibald, President
Medwave, Inc.
4832 Round Lake Road West
Arden Hills, Minnesota 55112
(651) 639-1227
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David C. Grorud
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
Options to Purchase
Common Stock under the
Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the Plan
300,000 shares $12.00 $3,600,000 $1,062
-----
TOTAL:
$1,062
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
<PAGE>
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on July 17, 1998.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's Amended and Restated Stock Option Plan. The
contents of the Registrant's Registration Statement on Form S-8, Reg. No.
333-23583, are incorporated herein by reference.
SIGNATURES
The Registrant. 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 the City of Arden Hills and State of Minnesota, on the 20th
day of July, 1998.
MEDWAVE, INC.
(the "Registrant")
By /s/ G. Kent Archibald
G. Kent Archibald
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints G. Kent Archibald and Mark
T. Bakko his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Form S-8 Registration
Statement of Medwave, Inc. relating to the Company's Amended and Restated Stock
Option Plan and any or all amendments or post-effective amendments to the Form
S-8 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,
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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
<PAGE>
Signature Title Date
/s/ G. Kent Archibald President, Chief Executive July 20 , 1998
G. Kent Archibald Officer and Director
(principal executive officer)
/s/ Mark T. Bakko Chief Financial Officer July 20 , 1998
Mark T. Bakko (principal financial and
accounting officer)
/s/ Norman Dann Director July 20 , 1998
Norman Dann
/s/ Jeffrey W. Green Director July 20 , 1998
Jeffrey W. Green
/s/ Jerry E. Robertson Director July 20 , 1998
Jerry E. Robertson
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
MEDWAVE, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
July 22, 1998
Medwave, Inc.
4382 Round Lake Road West
Arden Hills, Minnesota 55112
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Medwave, Inc. (the "Company")
in connection with the original registration by the Company on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") of options and additional 300,000 shares (the "Shares") of Common
Stock issuable pursuant to the Company's Amended and Restated Stock Option Plan
(the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and approval of the Plan and the increase in the
number of shares reserved for issuance thereunder.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
<PAGE>
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares 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,
FREDRIKSON & BYRON, P.A.
By /s/ David C. Grorud
David C. Grorud
EXHIBIT 23.2
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Medwave, Inc. Amended and Restated Stock
Option Plan of our report dated June 5, 1998, with respect to the financial
statements of Medwave, Inc. included in the Annual Report (Form 10-K) for the
year ended April 30, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 20, 1998
