<PAGE> 1
This document consists of 11 pages, of which this page is number 1. The Index to
Exhibits is on page 8.
As filed with the Securities and Exchange Commission on December 20, 1996.
Registration No. 33-___________
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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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TARGET THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-3962471
(State of Incorporation) (I.R.S. Employer Identification No.)
47201 Lakeview Blvd.
Fremont, CA 94538
(Address of principal executive offices)
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1988 STOCK OPTION PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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Gary R. Bang
President and Chief Executive Officer
Target Therapeutics, Inc.
47201 Lakeview Blvd.
Fremont, CA 94538
(510) 440-7700
(Name, address and telephone number of agent for service)
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Copies to:
MICHAEL W. HALL
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Maximum Amount Offering Price Aggregate Amount of
to be Registered Per Share Offering Registration
Title of Securities to be Registered Price Fee
------------------------------------ ---------------- ---------------- --------- ------------
<S> <C> <C> <C> <C>
1988 STOCK OPTION PLAN
Common Stock,
$0.0025 par value..................... 1,500,000 Shares(1) $38.00(2) $57,000,000 $19,655.17
1991 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.0025 par value..................... 100,000 Shares(3) $32.30(4) $ 3,230,000 $ 1,113.79
TOTAL 1,600,000 Shares $60,230,000 $20,768.96
</TABLE>
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(1) This total represents a 1,500,000 share increase in the shares reserved for
issuance under the Registrant's 1988 Stock Option Plan, which increase was
approved by the Registrant's Board of Directors on May 8, 1996 and the
Registrant's stockholders on September 4, 1996.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. This
computation is based on the average of the high and low prices of the
Common Stock as reported on the Nasdaq National Market on December 16, 1996
because such securities are to be issued at prices based upon fluctuating
market prices.
(3) This total represents a 100,000 share increase in the shares reserved for
issuance under the Registrant's 1991 Employee Stock Purchase Plan, which
increase was approved by the Registrant's Board of Directors on May 8, 1996
and the Registrant's stockholders on September 4, 1996.
(4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "1933 Act") solely for the purpose of calculating the registration
fee. This computation is based upon 85% of the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
December 16, 1996 because such securities are to be issued at prices based
upon fluctuating market prices. Pursuant to the 1991 Employee Stock
Purchase Plan, such shares will be issued at 85% of their market value as
of specific dates.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
March 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act"), which contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1996 and September 30, 1996, each pursuant to Section 13 of the
1934 Act.
(c) The Registrant's Current Reports on Form 8-K as were filed with
the Commission on each of the following dates since the end of the fiscal year
covered by the filing indicated in item (a) above: June 7, 1996; July 25, 1996;
July 26, 1996 and August 2, 1996.
(d) Items 1 and 2 of the Registrant's Registration Statement on Form
8-A filed on November 20, 1996 pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation may 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 and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or
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proceeding, had no reasonable cause to believe his conduct was unlawful." With
respect to derivative actions, Section 145(b) of the DGCL provides in relevant
part that "[a] corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its
favor...[by reason of his service in one of the capacities specified in the
preceding sentence] 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 interest of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been 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 shall determine 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 shall deem proper."
The Registrant's Certificate of Incorporation provides that
the Registrant shall indemnify to the full extent permitted by law any person
made or threatened to be made a party to an action or a proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
is or was a director, officer or employee of the Registrant or any predecessor
of the Registrant, or serves or served any other enterprise as a director,
officer or employee at the request of the Registrant or any predecessor to the
Registrant. Such Certificate of Incorporation also provides that no amendment or
repeal of such Certificate, nor the adoption of any provision inconsistent with
the indemnification provisions of such Certificate, shall eliminate or reduce
the effect of such indemnification provisions with respect to any matter
occurring, or any action or proceeding accruing or arising or that, but for such
Certificate, would accrue or arise prior to the effective date of such
amendment, repeal or adoption of an inconsistent provision.
The Registrant's Bylaws provide that the corporation shall, to
the maximum extent and in the manner permitted by the DGCL, indemnify each of
its directors and officers against expenses (including attorney's fees),
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding, arising by reason of the fact that such
person is or was an agent of the corporation. The Bylaws further provide that
the Registrant's directors and officers include any person who is or was a
director or officer of the Registrant or who is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or who was a director of officer of a
corporation which was a predecessor of the Registrant or of another enterprise
at the request of such predecessor Registrant. The Bylaws also provide that the
Registrant may indemnify other employees or agents.
The Registrant has entered or will enter into indemnification
agreements with its directors, officers and certain of its employees. The
Registrant intends to purchase insurance on behalf of its directors, officers
and certain of its employees against losses arising from any claim asserted
against or incurred by such individuals in any such capacity, subject to certain
exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
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<S> <C>
4.1 (1) Preferred Shares Rights Agreement dated September 21, 1994 between Target
Therapeutics, Inc. and The First National Bank of Boston.
4.2 (2) Amendment to Preferred Shares Rights Agreement dated May 7, 1996
between Target Therapeutics, Inc. and The First National Bank of Boston.
4.3 (3) Declaration of Registration Rights, Exhibit E to the Agreement and Plan of
Reorganization dated April 29, 1996 among Target Therapeutics, Inc., TTI
Acquisition Corporation and Interventional Therapeutics Corporation.
5.1 Opinion of Venture Law Group, A Professional Corporation as to the
legality of securities being registered.
23.1 Consent of Venture Law Group (contained in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Frank, Rimerman & Co. LLP Independent Auditors.
24.1 Power of Attorney (see page 16).
99.1 (4) 1988 Stock Option Plan, as amended.
99.2 (5) 1991 Employee Stock Purchase Plan, as amended.
</TABLE>
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(1) Incorporated by reference to Exhibit No. 1 filed with Registrant's Form 8-A
filed on September 22, 1994.
(2) Incorporated by reference to Exhibit No. 4.2 filed with Registrant's Form
10-K for the year ended March 31, 1996.
(3) Incorporated by reference to Exhibit No. 4.3 filed with Registrant's Form
10-K for the year ended March 31, 1996.
(4) Incorporated by reference to Exhibit No. 10.2 filed with Registrant's Form
10-Q for the quarter ended September 30, 1996.
(5) Incorporated by reference to Exhibit No. 10.4 filed with Registrant's Form
10-Q for the quarter ended September 30, 1996.
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 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.
(2) That, for the purpose of determining any liability under
the 1933 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.
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B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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 1933
Act may be permitted to directors, officers, employees and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, 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
1933 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, employees or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, employees 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 1933 Act and will be governed by the final adjudication of such
issue.
[Signature page follows]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Target Therapeutics, Inc., a Delaware corporation, 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
Fremont, State of California, on December 20, 1996.
TARGET THERAPEUTICS, INC.
By: /s/ Gary R. Bang
-----------------------------
Gary R. Bang, President and
Chief Executive Officer
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Number
- --------- ------
<S> <C> <C>
4.1 Preferred Shares Rights Agreement dated September 21, 1994 between Target
Therapeutics, Inc. and The First National Bank of Boston (1)
4.2 Amendment to Preferred Shares Rights Agreement dated May 7, 1996 between Target
Therapeutics, Inc. and The First National Bank of Boston
(2)
4.3 Declaration of Registration Rights, Exhibit E to the Agreement and Plan of
Reorganization dated April 29, 1996 among Target Therapeutics, Inc., TTI
Acquisition Corporation and Interventional Therapeutics Corporation
(3)
5.1 Opinion of Venture Law Group, A Professional Corporation as to the legality of
securities being registered
23.1 Consent of Venture Law Group (contained in Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Frank, Rimerman & Co. LLP Independent Auditors
24.1 Power of Attorney. Reference is made to page 9
99.1 1988 Stock Option Plan, as amended, and forms of option agreements thereunder (4)
99.2 1991 Employee Stock Purchase Plan (5)
</TABLE>
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(1) Incorporated by reference to Exhibit No. 1 filed with Registrant's Form 8-A
filed on September 22, 1994.
(2) Incorporated by reference to Exhibit No. 4.2 filed with Registrant's Form
10-K for the year ended March 31, 1996.
(3) Incorporated by reference to Exhibit No. 4.3 filed with Registrant's Form
10-K for the year ended March 31, 1996.
(4) Incorporated by reference to Exhibit No. 10.2 filed with Registrant's Form
10-Q for the quarter ended September 30, 1996.
(5) Incorporated by reference to Exhibit No. 10.4 filed with Registrant's Form
10-Q for the quarter ended September 30, 1996.
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary R. Bang and Robert E. McNamara,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said Attorneys-in-fact and agents, and each
of them acting alone, full power and authority to do and perform each and every
act or thing necessary to be done in and about the premises and hereby ratifying
and confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C> <C>
/s/ Gary R. Bang President, Chief Executive Officer and Director December 19, 1996
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(Gary R. Bang) (Principal Executive Officer)
/s/ Robert E. McNamara Vice President, Finance and Administration, December 19, 1996
-------------------------
(Robert E. McNamara) Chief Financial Officer (Principal Financial
and Accounting Officer) and Assistant Secretary
/s/ Charles M. Strother Chairman of the Board of Directors December 19, 1996
-------------------------
(Charles M. Strother)
/s/ William G. Davis Director December 19, 1996
-----------------------
(William G. Davis)
/s/ Kathleen G. Murray, M.S.N. Director December 19, 1996
---------------------------------
(Kathleen G. Murray, M.S.N.)
/s/ Howard D. Palefsky Director December 19, 1996
-----------------------
(Howard D. Palefsky)
/s/ Richard D. Randall Director December 19, 1996
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(Richard D. Randall)
/s/ John C. Villforth Director December 19, 1996
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(John C. Villforth)
/s/ Richard B. Egen Director December 19, 1996
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(Richard B. Egen)
</TABLE>
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Exhibit 5.1
December 20, 1996
Target Therapeutics, Inc.
47201 Lakeview Boulevard
Fremont, CA 94537
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about December 20, 1996
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 1,500,000 shares and an
additional 100,000 shares, respectively, of your Common Stock (the "Shares")
reserved for issuance under the 1988 Stock Option Plan, as amended and 1991
Employee Stock Purchase Plan, as amended (collectively, the "Plans"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the respective agreement which accompanies each
grant under the respective plan, the Shares will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
<PAGE> 1
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1988 Stock Option Plan and 1991 Employee
Stock Purchase Plan of Target Therapeutics, Inc. of our report dated April 26,
1996 with respect to the consolidated financial statements and schedules of
Target Therapeutics, Inc. included in its Annual Report on Form 10-K for the
year ended March 31, 1996, as filed with the Securities and Exchange.
ERNST & YOUNG LLP
Palo Alto, California
December 19, 1996
<PAGE> 1
Exhibit 23.3
CONSENT OF FRANK, RIMERMAN & CO. LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1988 Stock Option Plan and 1991 Employee
Stock Purchase Plan of Target Therapeutics, Inc. of our report dated October
23, 1995 (except for the second paragraph of Note 1, the fifth paragraph of
Note 3 and the last two paragraphs of Note 7, as to which the date is July 11,
1996), with respect to the consolidated financial statements of Interventional
Therapeutics Corporation included in the Current Report on Form 8-K/A of Target
Therapeutics, Inc. filed with the Securities and Exchange Commission on July
25, 1996.
Menlo Park, California FRANK, RIMERMAN & CO. LLP
December 19, 1996
