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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1997
REGISTRATION NO. 333-19349
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
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)
COPIES TO:
MICHAEL W. HALL
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
TARGET THERAPEUTICS, INC.
216,211 SHARES
COMMON STOCK
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
All references herein to "Target" or the "Company" mean Target
Therapeutics, Inc. unless otherwise indicated by the context.
The 216,211 shares of Target Common Stock, $0.0025 par value, covered
by this Prospectus (the "Shares") are offered for the account of certain
stockholders of Target (the "Selling Stockholders"). The Shares were issued to
the Selling Stockholders in connection with the acquisition of Interventional
Therapeutics Corporation, a California corporation, by the Company on May 23,
1996 (the "Acquisition"). For additional information concerning the Acquisition,
see "Issuance of Common Stock to Selling Stockholders." The Selling Stockholders
may sell the Shares from time to time on the over-the-counter market in regular
brokerage transactions, in transactions directly with market makers or in
certain privately negotiated transactions. See "Plan of Distribution." Each
Selling Stockholder has advised the Company that no sale or distribution other
than as disclosed herein will be effected until after this Prospectus shall have
been appropriately amended or supplemented, if required, to set forth the terms
thereof. The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders.
All expenses of registration of the Shares, estimated to be
approximately $25,000 shall be borne by the Company. Normal commission expenses
and brokerage fees and any applicable transfer taxes are payable individually by
the Selling Stockholders.
Each of the Selling Stockholders may be deemed to be an "Underwriter,"
as such term is defined in the Securities Act of 1933, as amended (the
"Securities Act").
On January 24, 1997, the last sale price of the Company's Common Stock
on The Nasdaq National Market was $69.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
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UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING STOCKHOLDERS
PUBLIC COMMISSIONS SHAREHOLDERS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......... See Text Above See Text Above See Text Above
Total.............
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</TABLE>
The date of this Prospectus is January 28, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files proxy statements, reports and other information with
the Securities and Exchange Commission (the "Commission"). This filed material
can be inspected and copied at regional offices of the Commission located at 230
South Dearborn Street, Chicago, Illinois and 75 Park Place, New York, New York;
and at the Public Reference Office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended March
31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1996 and September 30, 1996.
3. The Company's definitive Proxy Statement dated July 24, 1996, filed
in connection with the September 4, 1996 Annual Meeting of Stockholders of
Target.
4. The Company's Current Reports on Form 8-K filed with the Commission
on June 7, 1996, July 25, 1996 (Form 8-K/A), July 26, 1996, August 2, 1996 and
January 23, 1997.
5. The Company's Registration Statement on Form 8-A dated January 15,
1992.
6. The Company's Registration Statement on Form 8-A dated September 21,
1994 (relating to certain preferred stock purchase rights), as amended by the
filing of a Form 8-A/A by the Company on November 20, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. Requests should be directed to
Robert E. McNamara, Target Therapeutics, Inc., 47201 Lakeview Boulevard,
Fremont, California 94538, telephone: (510) 440-7700.
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THE COMPANY
Target Therapeutics, Inc. ("Target" or the "Company") develops,
manufactures and markets disposable and implantable medical devices used in
minimally invasive procedures to treat vascular diseases of the brain associated
with stroke and other disease sites accessible through small vessels of the
circulatory system. Interventional physicians can navigate Target's variable
stiffness micro-catheters and guidewires through tortuous blood vessels not
accessible using conventional catheters. The Company's products are used to
treat diseased, ruptured or blocked blood vessels in the brain responsible for
stroke, the third leading cause of death in the United States. One of these
products, the Guglielmi Detachable Coil system, is used to treat and prevent the
rupture of cerebral aneurysms. In September 1995, Target obtained clearance from
the United States Food and Drug Administration ("FDA") to market the GDC system
in the United States. The Company's products are also used in regions of the
body other than the brain. Target's products are used prior to or in lieu of
surgery and can significantly reduce procedural trauma, complexity, risk to the
patient, cost and recovery time. In May 1996, the Company completed the
acquisition of Interventional Therapeutics Corporation ("ITC"), a manufacturer
of specialized disposable catheters and embolization devices. The Company
currently markets its products through a direct sales force in North America and
internationally through a network of 44 specialty distributors, its German
subsidiary, Target Therapeutics International (Deutschland) GmbH, its joint
venture in France, Target Guerbet Bio, and its joint venture in Japan, Target
CMI, Inc.
On January 20, 1997, Target executed an Agreement and Plan of Merger
(the "Merger Agreement") with Boston Scientific Corporation, a Delaware
corporation ("BSC"), pursuant to which a wholly owned subsidiary of BSC (the
"Acquisition Subsidiary") will be merged with and into Target (the "Merger").
Pursuant to the Merger Agreement, each share of common stock of Target will be
converted into the right to receive 1.07 shares of common stock of BSC. The
Merger is intended to be a tax-free stock-for-stock exchange for federal income
tax purposes and a pooling of interests for accounting purposes. Consummation
of the Merger is subject to certain closing conditions, including approval by
the stockholders of Target and regulatory approval.
The Company's stock is currently traded on The Nasdaq Stock Market
under the symbol "TGET." The Company's corporate offices are located in Fremont,
California. The mailing address and telephone number are: 47201 Lakeview
Boulevard, Fremont, California 94538, telephone: (510) 440-7700.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should
carefully consider the following Risk Factors in addition to the other
information appearing in or incorporated by reference into this Prospectus.
Volatility of Stock Price and Quarterly Fluctuations in Operating
Results. The Company's stock price has been and may continue to be subject to
significant volatility, particularly on a quarterly basis. Any shortfall in
revenues or earnings from levels expected by securities analysts could have an
immediate and significant adverse effect on the trading price of the Company's
Common Stock in any given period. Furthermore, the Company participates in a
highly dynamic industry, which often results in significant volatility of the
Company's Common Stock price. The trading price of the Company's Common Stock
also may vary on the basis of numerous other factors, including the timing and
amount of expenses associated with expanding the Company's operations both
domestically and internationally, the Company's ability to successfully meet new
product development plans, success in achieving regulatory clearance for new
products in a timely manner, the acceptance of new product introductions both in
the United States and internationally, the mix between pilot production of new
products and full-scale manufacturing of existing products, the mix between
domestic and export sales, the availability of complementary products and the
effects this may have, particularly on domestic sales, possible changes in
ordering patterns of its customers due to changes in the business environment or
to potential variations in foreign exchange rates, the Company's ability to
continue to attract qualified engineers to further the development of future
products, potential future partnering arrangements, changes in the domestic and
foreign health care policies
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(including third-party reimbursement issues), increased competitive
forces, developments in the Company's ongoing intellectual property litigation,
and the general litigious nature of the medical device industry. The Company
also believes that seasonal patterns, including a reduction in the number of
procedures performed by physicians using the Company's products during summer
and holiday periods, may affect its quarterly revenue stream. In addition, the
Company cannot predict ordering rates by distributors, some of which place
infrequent stocking orders while others order at regular intervals. Although the
Company has experienced revenue growth since its inception and has been
profitable on a quarterly basis since the quarter ended December 31, 1990, no
assurance can be given that revenue growth or profitability on a quarterly or
annual basis will be sustained. The Company's results of operations have varied
significantly from quarter to quarter, and revenue growth rates have been
inconsistent. As a result of these and other factors, the Company expects to
continue to experience significant fluctuations in the trading price of its
Common Stock and in its quarterly operating results.
Merger with Boston Scientific Corporation. On January 20, 1997, Target
executed an Agreement and Plan of Merger with Boston Scientific Corporation,
pursuant to which a wholly owned subsidiary of BSC will be merged with and into
Target. As a result of the announcement of the execution of the Merger
Agreement, the stock price of Target Common Stock rose to historically high
levels. Consummation of the Merger is subject to certain closing conditions,
including approval by the stockholders of Target and regulatory approval. In the
event the Merger is not consummated, the stock price of Target Common Stock
could decline substantially. In addition, as a result of the announcement of the
Merger Agreement, the price of Target Common Stock may well move in parallel
with the price of the BSC Common Stock. There can be no assurance that the
Merger will be consummated or that the price of Target Common Stock will remain
at its current levels.
In connection with the proposed transaction, Target has agreed to notify
certain international distributors that distribution arrangements will not be
renewed after expiration of the agreements with such distributors. In the event
that the Merger is not consummated, Target may have difficulties in
re-establishing the relationships with such distributors and its international
distributor network, which may have a significant impact on its financial
results and results of operations. There can be no assurance that the Merger
will be consummated or that Target will be able to re-establish its distributor
relationships.
Reliance on Future Products and New Applications. The Company has an
ongoing and active research and development program pursuant to which it is
developing several new and enhanced versions of its catheters, guidewires and
micro-coils. The Company's future success will depend upon, among other factors,
its ability to develop or acquire from third parties, introduce and manufacture
new products or enhanced versions of existing products and to obtain regulatory
clearance on a timely basis for such products or for use of existing products
for new indications. The Company is also developing technology that enhances the
performance of its existing catheter and guidewire products. In addition, the
Company has several new versions of its micro-coils under development. There can
be no assurance that the Company will be able to develop or acquire new products
successfully, to manufacture new products in commercial volumes, to obtain
regulatory clearances on a timely basis to use such products in existing or new
clinical applications or to gain satisfactory market acceptance for such
products. Delays in commercial introduction or acceptance of new products could
have a material adverse effect on the Company's business, financial condition
and results of operations.
Governmental Regulation. The manufacture and marketing of the Company's
products are subject to extensive and rigorous federal and state regulation in
the United States and to various regulatory requirements in other countries. The
process of obtaining and maintaining required regulatory clearances is lengthy,
expensive and uncertain. The FDA requires that a new medical device or a new
indication for use of an existing medical device obtain either a 510(k)
premarket notification clearance or an approved Premarket Approval application
("PMA") prior to being introduced into the market. The process of obtaining a
510(k) clearance has recently taken at least six months from the date of filing
of the application and generally requires the submission of supporting data,
which can be extensive and extend the process for a considerable length of time.
In addition, the FDA may require review by an advisory panel as a condition for
510(k) clearances, which can further lengthen the process. The PMA process
generally takes more than two years from initial filing and requires the
submission of extensive supporting data and clinical information. No assurance
can be given that any future products or applications developed by the Company
will not require clearance under the more lengthy and expensive PMA process. If
the Company is required to obtain clearance for any products pursuant to the PMA
procedure or if the 510(k) process with respect to any products is extended for
a considerable length of time, the commencement of commercial marketing could be
delayed substantially.
Sales of medical devices outside the United States are subject to
foreign regulatory requirements that vary widely from country to country. The
time required to obtain clearance required by foreign countries may be longer or
shorter than that required for FDA clearance, and requirements for licensing may
differ significantly from FDA requirements. Some countries have historically
permitted human studies earlier in the product development cycle than
regulations in the United States. Other countries, such as
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Japan, have standards similar to those of the FDA. This disparity in the
regulation of medical devices may result in more rapid product clearance in
certain countries than in the United States, while clearance in countries such
as Japan may require longer periods than in the United States. In addition, the
European Union has developed a new approach to the regulation of medical
products which may significantly change the situation in those countries. The
receipt or denial of FDA clearance for a particular product may affect the
receipt or denial of regulatory clearance for that product in certain other
countries.
There can be no assurance that the Company will obtain timely
regulatory clearance for its future products, or that existing clearances will
not be withdrawn. Moreover, regulatory clearances, if granted, may include
significant limitations on the indicated uses for which a product may be
marketed. Failure to comply with applicable regulatory requirements can, among
other consequences, result in fines, civil penalties, injunctions, suspensions
or losses of regulatory clearances, product recalls, seizure of products,
operating restrictions, refusal of the government to approve product license
applications or allow the Company to enter into supply contracts, and criminal
prosecution. In addition, governmental regulations may be established that could
prevent or delay regulatory clearance of the Company's products. Delays in
receipt of, or failure to receive, clearances, or the loss of previously
received clearances, could have a material adverse effect on the Company's
business, financial condition and results of operations.
Product Liability Litigation; Insurance. The Company faces the risk of
financial exposure to product liability claims alleging that the use of the
Company's products resulted in adverse effects. The Company's products are often
used in life-threatening situations and in the brain, where there is a high risk
of serious injury or death. Such risks will exist even with respect to those
products that have received, or in the future may receive, regulatory clearance
for commercial sale. While the Company seeks to maintain product liability
insurance with coverage that the Company believes is comparable to that
maintained by companies similar in size and serving similar markets, there can
be no assurance that the Company will avoid significant product liability claims
and attendant adverse publicity. Furthermore, there can be no assurance that the
Company's product liability insurance will be adequate or that such insurance
coverage will remain available at acceptable costs. A successful claim brought
against the Company for which coverage is denied or in excess of its insurance
coverage could have a material adverse effect on the Company's business,
financial condition and results of operations. Additionally, it is possible that
adverse product liability actions could negatively affect the Company's ability
to obtain and maintain regulatory clearance for its products.
Concentrated Customer Base and Adoption of Technology. The Company
believes that the number of interventional neuroradiologists and neurosurgeons
trained to use its vascular access and delivery products to treat neurovascular
disorders is relatively small, both in the United States and abroad. The growth
in the number of neuro-interventional physicians in the United States is
constrained by the lengthy training programs required to educate these
physicians. Future growth of the market for the Company's neurovascular products
will require continued expansion of the number of trained interventional
practitioners. To the extent that physicians do not adopt micro-catheters for
use in treating neurovascular disorders or sufficient physicians are not trained
in the use of the Company's products, both in the United States and abroad, the
market for the Company's products may remain limited.
Competition. The medical device industry is characterized by rapidly
evolving technology and competition. The Company currently experiences
competition in the interventional neuroradiology market and expects such
competition to increase substantially. Several companies in the United States,
including large companies with resources significantly greater than those of the
Company, have introduced products that are being used in the interventional
neuroradiology market. The Company is also aware of other
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companies that may pursue commercialization of products which may compete with
the Company's products and may result in pricing and margin pressures within
this market. There can be no assurance that these companies will not succeed in
developing technologies and products that are more effective than any which have
been or are being developed by the Company or that would render the Company's
technologies or products obsolete or not competitive.
The cardiovascular and peripheral vascular interventional markets are
substantially more developed than the neuroradiology market and are subject to
intense competition. There are many large companies with significantly greater
financial, manufacturing, marketing, distribution and technical resources, and
experience than the Company focusing principally on cardiovascular and
peripheral applications for their catheter technologies. As a result, the
Company focuses its product development and marketing strategies on market
segments where the Company's small vessel access and delivery systems can be
used in applications not presently addressed by conventional catheter and other
interventional products. There can be no assurance, however, that competitors
will not successfully enter these markets with superior products. In addition,
the Company is aware of several other companies that have introduced guidewires
to the marketplace and attributes the slower growth rate of its guidewire
product line to increased competitive pressures. Such competition could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Patents and Proprietary Technology. The medical device market is
characterized by substantial litigation regarding patent and other intellectual
property rights. The Company is aware of certain United States patents with
which certain of the Company's current or proposed products may be in conflict.
Two United States patents held by third parties may cover certain of the
Company's micro-catheter products. With respect to one of these patents, based
upon the Company's analysis with the assistance of its patent counsel, the
Company believes that such patent is invalid. With respect to the other of these
patents, although the Company has not obtained a formal opinion of counsel, the
Company believes that it has available defenses to a claim of infringement with
respect to such patent. However, the invalidity of any particular patent and the
availability of the Company's defenses must be determined by a court in the
event of litigation, and no assurance can be given that any dispute will be
resolved in a manner satisfactory to the Company. With respect to another patent
that may cover one element in the fabrication of a particular guidewire product
and one potential guidewire product, the Company has designed a guidewire
product that the Company believes avoids the risk of infringement. However, the
Company has continued and expects to continue to market the existing guidewire
product for the foreseeable future. The above-described patents are held by
large companies, each of which has substantial resources, and no assurance can
be given that such companies will not be successful in maintaining the validity
of their patents. If legal action is commenced against the Company to enforce
these patents and the plaintiff in such action prevails, the Company could be
prevented from practicing the subject matter claimed in such patents. In such
event or under other appropriate circumstances, the Company may attempt to
obtain licenses to such patents or redesign its products. The Company is also
aware that certain of its products under development may be covered by existing
patents, in which event the Company may be required to obtain licenses prior to
the introduction and commercial shipment of such products. There can be no
assurance that such licenses will be available or, if available, will be
available on terms acceptable to the Company, or that the Company will be
successful in any attempt to redesign its products or processes to avoid
infringement. Moreover, there can be no assurance that the Company has
identified all patents that may pose a risk of infringement by the Company's
current or proposed products. The Company's business, future operating results
and financial condition could be materially and adversely affected if its
products are found to infringe any of these patents. The Company has depended
and will continue to depend substantially on its technological expertise in the
development and manufacture of its current and future products. In addition, the
Company depends and will likely continue to depend on trade secret protection
and on various patents, such as its
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patent covering the variable stiffness shaft design of its micro-catheters, to
strengthen its proprietary position. There can be no assurance that the Company
will be successful in the future in obtaining patents or that patents will not
be challenged by third parties. There can be no assurance that measures to
protect trade secrets will be successful, or that others will not independently
develop similar products, duplicate any of the Company's products, or design
around any patents owned or licensed by the Company. Litigation, which could
result in substantial costs to and diversion of effort by management of the
Company, may be necessary to enforce patents issued to the Company, to protect
trade secrets or know-how owned by the Company or to defend the Company against
claimed infringement of the rights of others and to determine the scope and
validity of the patents or other proprietary rights of other entities. The
resolution of these claims generally involves complex legal and factual
questions and is highly uncertain. Adverse determinations in any litigation
could subject the Company to significant liabilities to third parties, require
the Company to seek licenses from third parties and prevent the Company from
manufacturing and selling its products, any of which could have a material
adverse effect on the Company's business, financial condition and results of
operations.
The patent which relates to the variable stiffness design of the
Company's Tracker micro-catheters (the "Tracker patent") has been the subject of
four reexamination proceedings in the United States Patent and Trademark Office
("USPTO"). Following the completion of the first such proceeding, the USPTO
issued a reexamination certificate and confirmed the patentability of the patent
claims set forth in the certificate. Requests for second, third and fourth
reexaminations of the patent were initiated by one of the Company's competitors,
SciMed Life Systems, Inc. ("SciMed"), a subsidiary of Boston Scientific
Corporation, and after the USPTO's review of such petitions the Company recently
received notice from the USPTO that it had reaffirmed the patentability of the
claims of the Company patent. Notwithstanding this result, no assurance can be
given that SciMed will not mount a legal challenge to the validity of the the
Company patent or that the Company would prevail in any such action.
In addition, in November 1994 the Company filed a lawsuit in the United
States District Court (the "Court") against SciMed and Cordis Endovascular
Systems, Inc. ("Cordis"), a subsidiary of Johnson & Johnson, seeking damages and
preliminary and permanent injunctive relief against sales of such companies'
products believed to be infringing the Company patent. The defendants
responded, challenging the validity of the Company patent, denying infringement,
and raising other defenses. Furthermore, Cordis has filed a countersuit against
the Company claiming that certain of the Company's products infringe Cordis's
patents. In May 1996, the Court granted the Company's motion for a preliminary
injunction prohibiting Cordis and SciMed from infringing on the Tracker Patent.
However, the Court of Appeals has stayed the preliminary injunction pending the
outcome of Cordis and SciMed's appeal of the decision. Notwithstanding the grant
of the Company's motion for a preliminary injunction, there can be no assurance
that the Company will be ultimately successful in this lawsuit.
The Company is also aware that at least one competitor in Europe has
sold micro-catheters that may infringe a patent that could issue on the
Company's patent application which is pending in the European Patent Office. The
Company is investigating its options for enforcement of its rights with respect
to such infringement. The patent which relates to the variable stiffness design
of the Company's Tracker micro-catheter is being opposed in Japan by an
undisclosed party.
Importance of Foreign Sales. Export product sales outside of the United
States were 71% of product sales for the fiscal year ended March 31, 1996 and
70% of product sales for the six months ended September 30, 1996. The Company
anticipates that export product sales to customers will continue to generate a
significant portion, if not a majority, of total product sales. Fluctuations in
the value of foreign currencies relative to the U.S. dollar could adversely
affect the Company's sales and results of operations
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from time to time. The Company's international operations are also subject to
certain other risks common to foreign operations in general, including
governmental regulations and import and export restrictions. Changes in such
governmental regulations or import and export restrictions could adversely
affect sales of the Company's products and the Company's results of operations.
Third-Party Reimbursement. The Company's products are purchased by
hospitals, which, in the United States, then bill various third-party payors
including Medicare, Medicaid and private insurers for the healthcare services
provided to patients. Government agencies reimburse hospitals for medical
procedures at a fixed rate according to diagnosis-related groups. Federal and
state laws and regulations govern reimbursement by such government agencies.
Such laws and regulations also influence reimbursement of medical fees by
private insurance companies. Changes in current policies could reduce or
eliminate such reimbursements and thereby adversely affect future sales of the
Company's products. In addition, third-party payors may deny reimbursement if
they determine that the device used in the procedure is unnecessary,
inappropriate, not cost-effective, experimental or for a non-approved
indication. Third-party payors may deny reimbursement for treatments using the
Company's products, regardless of the FDA clearance status of such products.
Third-party payors are increasingly challenging the prices charged for medical
products and services. There can be no assurance that reimbursement from
third-party payors will be available, or if available, that reimbursement will
not be limited, thereby adversely affecting the Company's ability to sell its
products profitably. Although the Company has not experienced any material
problems to date, significant uncertainty exists as to the reimbursement status
of newly approved healthcare products, and there can be no assurance that
adequate third-party coverage will be available to patients. In such event,
sales of the Company's products could be adversely affected.
Environmental Matters. In January, 1997 the Company was served with
notice of suit by a citizens group seeking to enforce a California law
(Proposition 65) requiring that a warning be given before exposing any person
to a carcinogen. Proposition 65 suits have been filed in California against
manufacturers of many products. After receiving notice of a citizens group's
intent to file suit, a local government or the California Attorney General may
elect to file suit. Should any such agency choose to file suit, the citizens
group may then file suit to recover its attorneys fees if it prevails in the
suit. The Company has not yet had an opportunity to evaluate the merits of the
threatened suit. Many companies faced with similar suits have elected to settle
the suits. While the Company does not have information on all settlements
reached under Proposition 65, those suits and settlements that have been widely
reported, including those pursued by the government and those pursued by private
citizens groups, have been settled for amounts that would not result in any
material effect upon the Company. There can be no assurance, however, that the
Company will be able to settle the suit on favorable terms, or at all, or that
any settlement would not have a material adverse effect upon the Company.
Dependence on Key Personnel. The Company is dependent upon a limited
number of key management and technical personnel. The Company's future success
will depend in part upon its ability to attract and retain highly qualified
personnel. The Company competes for such personnel with other companies,
academic institutions, government entities and other organizations. There can be
no assurance that the Company will be successful in hiring or retaining
qualified personnel. The loss of key personnel or the inability to hire or
retain qualified personnel could have a material adverse effect on the Company's
business, financial condition and results of operations.
Single Manufacturing Facility. The Company's principal manufacturing
capacity is located in a single facility. An earthquake, fire or other similar
calamity could result in significant disruptions and delays in the Company's
manufacturing and distribution process. The Company currently maintains only
limited amounts of certain finished product inventory, and the Company's
business, financial position and results of operations could be materially
adversely affected in such event.
8
<PAGE> 10
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
On May 23, 1996, Target acquired ITC pursuant to an Agreement and Plan
of Reorganization dated April 29, 1996 (the "Reorganization Agreement") among
Target, ITC and a wholly owned subsidiary of Target ("Sub"). Pursuant to the
Reorganization Agreement, Sub merged with and into ITC and all outstanding
shares of ITC capital stock and options to purchase ITC capital stock were
converted into shares of Target Common Stock (the "Merger Shares") and options
to purchase Target Common Stock, respectively. A Registration Statement on Form
S-3 covering approximately fifty percent (50%) of the Merger Shares was filed on
July 12, 1996 and was effective for the period beginning July 31, 1996 and
ending September 5, 1996 (the "Prior Registration Statement"). An aggregate of
28,270 Merger Shares were sold pursuant to the Prior Registration Statement.
This Prospectus covers the remaining Merger Shares held by the Selling
Stockholders (excluding those shares held in escrow to satisfy certain
indemnification obligations of the Selling Stockholders pursuant to the
Reorganization Agreement).
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares in whole or in part, from
time to time on the over-the-counter market at prices and on terms prevailing at
the time of any such sale. Any such sale may be made in broker's transactions
through broker-dealers acting as agents, in transactions directly with market
makers or in privately negotiated transactions where no broker or other third
party (other than the purchaser) is involved. The Selling Stockholders will pay
brokerage commissions or discounts, if any, with respect to the sale of the
Shares in amounts customary for the type of transaction effected.
Each Selling Stockholder has advised the Company that during such time
as such Selling Stockholder may be engaged in the attempt to sell Shares
registered hereunder, such person will:
(i) not engage in any stabilization activity in connection with any of
the Company's securities;
(ii) cause to be furnished to each person to whom Shares included
herein may be offered, and to each broker-dealer, if any, through whom Shares
are offered, such copies of this Prospectus, as supplemented or amended, as may
be required by such person; and
(iii) not bid for or purchase any of the Company's securities or any
rights to acquire the Company's securities, or attempt to induce any person to
purchase any of the Company's securities or rights to acquire the Company's
securities other than as permitted under the Exchange Act.
The Selling Stockholders, and any other persons who participate in the
sale of the Shares, may be deemed to be "Underwriters" as defined in the
Securities Act. Any commissions paid or any discounts or concessions allowed to
any such persons, and any profits received on resale of the Shares, may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this
Registration Statement until the earlier of the sale of all the Shares
registered pursuant to this Prospectus or the later of (i) February 28, 1997 or
(ii) thirty (30) days from the date of this Prospectus. No sales may be made
pursuant to this Prospectus after such date unless the Company amends or
supplements this Prospectus to indicate that it has agreed to extend such period
of effectiveness.
9
<PAGE> 11
SELLING STOCKHOLDERS
The following table sets forth certain information as of January 1,
1997 with respect to the Selling Stockholders:
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior Owned After
Name Of Selling Stockholder to the Offering (1) Shares of the Offering(1)(2)
- --------------------------- ------------------- Common Stock ------------------
Number Percent Offered Hereby (1) Number Percent
------ ------- ------------------ ------ -------
<S> <C> <C> <C> <C> <C>
Richard C. Ball 872 * 742 130 *
Julie D. Bell (3) 61,565 * 45,798 15,767 *
John W. Beman 2,147 * 1,826 321 *
Marcelyn Berlo 2,130 * 1,737 393 *
Ray H. Dormandy, Jr.(4) 94,275 * 73,197 21,078 *
Joseph Eskridge (5) 2,147 * 913 1,234 *
Larry Haimovitch 321 * 225 96 *
Van T. Halbach (6) 6,013 * 3,668 2,345 *
Grant Hieshima 5,383 * 4,419 964 *
Randall T. Higashida 17,399 * 14,795 2,604 *
Joseph Horton 536 * 376 160 *
Reuben K. Jenkins 2,415 * 1,692 723 *
S. Allen Johnson 25,885 * 22,010 3,875 *
Charles Wayne Leonard 9,692 * 3,780 5,912 *
Charles Garrett Leonard 1,557 * 1,324 233 *
Katherine Mack (7) 5,369 * 913 4,456 *
Peter Schillke 336 * 256 80 *
U.W. Medical School, Department of 1,073 * 913 160 *
Rehabilitation Medicine, Chair
Discretionary Fund
Luanne Terneer 827 * 704 123 *
John Van Bosch 858 * 730 128 *
J. Casey McGlynn as Trustee for Reid
Alexander Williams Trust, U/A/D,
8/17/89 2,684 * 2,283 401 *
Nycomed Research & Development 17,695 * 15,046 2,649 *
Peter K. Stein as Trustee for Brook C.
Stein Trust, U/A/D, 12/27/82 1,491 * 1,268 223 *
Peter K. Stein as Trustee for Rory T.
Stein Trust, U/A/D, 12/27/82 1,491 * 1,268 223 *
Peter K. Stein and Christian Stein as
Trustee for Stein Family Trust, U/A/D,
6/4/84 1,491 * 1,268 223 *
R. David Collin 1,789 * 1,522 267 *
Raymond Austin Williams, Jr. 1,790 * 1,522 268 *
Raymond Austin Williams 2,684 * 2,283 401 *
St. Joseph Hospital Foundation 1,060 * 1,060 0 *
WS Investment 894 * 626 268 *
WTI Ventures 8,949 * 7,610 1,339 *
Silicon Valley Bank 513 * 437 76 *
</TABLE>
- ------------------------------
10
<PAGE> 12
* Less than 1%
(1) Information with respect to beneficial ownership is based upon
information contained in filings made with the Securities and Exchange
Commission, as modified by the Company to reflect the issuance of
shares of Target Common Stock in the Acquisition and information
obtained from the Selling Stockholders. Excludes beneficial interests
in fractional shares.
(2) Assumes sale of all Shares offered hereby and no other purchases or
sales of Target Common Stock. See "Plan of Distribution."
(3) Includes 6,120 shares issuable upon exercise of options exercisable
within 60 days of January 1, 1997.
(4) Includes 6,607 shares issuable upon exercise of options exercisable
within 60 days of January 1, 1997.
(5) Includes 1,074 shares issuable upon exercise of options exercisable
within 60 days of January 1, 1997.
(6) Includes 1,700 shares issuable upon exercise of options exercisable
within 60 days of January 1, 1997.
(7) Includes 4,296 shares issuable upon exercise of options exercisable
within 60 days of January 1, 1997.
Mr. Ray H. Dormandy, Jr., a Selling Stockholder, is an executive
officer of the Company. Otherwise, no Selling Stockholder has had any material
relationship with the Company or any of its predecessors or affiliates within
the last three years, except that several of the Selling Stockholders are
employees of the Company.
11
<PAGE> 13
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of
the Common Stock offered hereby will be passed upon for the Company by Venture
Law Group, A Professional Corporation, 2800 Sand Hill Road, Menlo Park,
California 94025. As of the date of this Prospectus, certain directors of
Venture Law Group beneficially owned 600 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements and schedule of Target appearing
in Target's Annual Report (Form 10-K) for the year ended March 31, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. The
consolidated financial statements of ITC for the year ended June 30, 1995
appearing in Target's Current Report on Form 8-K/A filed with the Commission on
July 25, 1996, have been audited by Frank, Rimerman & Co. LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale and distribution of the Common Stock
being registered. Normal commission expenses and brokerage fees and any
applicable transfer taxes are payable individually by the Selling Stockholders.
All amounts are estimates except the registration fee.
<TABLE>
<CAPTION>
Amount
To be Paid
----------
<S> <C>
Registration Fee.............................................. 3,085.00
Legal Fees and Expenses....................................... 15,000.00
Accounting Fees and Expenses.................................. 5,000.00
Miscellaneous................................................. 1,915.00
Total............................................... $25,000.00
==========
</TABLE>
ITEM 15. 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 interests of the corporation, and, with respect to any criminal action
or proceeding, had not 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."
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
II-1
<PAGE> 15
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Article VIII of
Registrant's Restated Certificate of Incorporation provides that no director of
Registrant shall be liable for monetary damages for any breach of fiduciary
duty, except to the extent that the DGCL prohibits the elimination or limitation
of liability of directors for breach of fiduciary duty. Article VIII also
provides that Registrant shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
Registrant or any predecessor of the corporation, or serves or served at any
other enterprise as a director, officer or employee at the request of Registrant
or any predecessor to the corporation.
The Bylaws of Registrant provide that the corporation shall indemnify
to the full extent authorized 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 was or is a director, officer,
employee, or agent of the corporation or serves or served any other enterprise
as a director, officer, employee, or agent at the request of the corporation.
Registrant has entered into Indemnification Agreements with its officers and
directors. Registrant maintains an insurance policy covering its officers and
directors under which the insurer has agreed to pay, subject to certain
exclusions, the amount of any claim made against such officers or directors for
wrongful acts that such officers or directors may otherwise be required to pay
or for which Registrant is required to indemnify such officers or directors.
II-2
<PAGE> 16
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
2.1(1) Agreement and Plan of Reorganization dated
April 29, 1996 between the Registrant,
Interventional Therapeutics Corporation and TTI
Acquisition Corporation (a wholly-owned
subsidiary of Registrant).
2.2(4) Agreement and Plan of Merger dated as of
January 20, 1997 by and among Boston Scientific
Corporation, Patriot Acquisition Corp. and
Target Therapeutics, Inc.
4.1(2) Preferred Shares Rights Agreement dated
September 21, 1994 between Target Therapeutics,
Inc. and The First National Bank of Boston.
4.2(3) Amendment to Preferred Shares Rights Agreement
dated May 7, 1996 between Target Therapeutics,
Inc. and The First National Bank of Boston.
4.3(4) Second Amendment to Preferred Shares Rights
Agreement dated as of January 20, 1997, between
Target Therapeutics, Inc. and The First
National Bank of Boston.
4.4(3) Declaration of Registration Rights, Exhibit E
to the Agreement and Plan of Reorganization
dated April 29, 1996 between the Registrant,
Interventional Therapeutics Corporation and TTI
Acquisition Corporation.
5.1* Opinion of Venture Law Group
23.1 Consent of Ernst & Young LLP, Independent
Auditors (see page II-7)
23.2 Consent of Frank, Rimerman & Co. LLP,
Independent Auditors (see page II-8)
23.3* Consent of Counsel (included in Exhibit 5.1)
25.1* Power of Attorney
--------------
* Previously Filed.
(1) Incorporated by reference to the identically numbered exhibit
filed with the Registrant's Form 8-K filed on June 7, 1996.
(2) Incorporated by reference to Exhibit Number 1 filed with the
Registrant's Form 8-A filed on September 22, 1994.
(3) Incorporated by reference to the identically numbered exhibit
filed with the Registrant's Form 10-K for the year ended March 31,
1996.
(4) Incorporated by reference to the exhibit filed with the
Registrant's Current Report on Form 8-K filed with the Commission
on January 23, 1997.
II-3
<PAGE> 17
ITEM 17. UNDERTAKINGS
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
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 above 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 Securities Act of 1933 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 against the Registrant by such director, officer
or controlling person in connection with the securities being registered
hereunder, 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 of 1933 and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 18
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-3 and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on January 28, 1997.
TARGET THERAPEUTICS, INC.
By /s/ Robert E. McNamara
-------------------------------------
Robert E. McNamara, Vice
President, Finance and
Administration Chief Financial
Officer and Assistant Secretary
II-5
<PAGE> 19
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- --------------------------------------- ------------------
<S> <C> <C>
/s/ Gary R. Bang* President, Chief Executive Officer and January 28, 1997
- ---------------------------- Director (Principal Executive Officer)
(Gary R. Bang)
/s/ Robert E. McNamara Vice President, Finance and January 28, 1997
- ---------------------------- Administration, Chief Financial Officer
(Robert E. McNamara) and Assistant Secretary (Principal
Financial and Accounting Officer)
/s/ Charles M. Strother* Chairman of the Board of Directors January 28, 1997
- ----------------------------
(Charles M. Strother)
/s/ William G. Davis* Director January 28, 1997
- ----------------------------
(William G. Davis)
/s/ Richard B. Egen* Director January 28, 1997
- ----------------------------
(Richard Egen)
/s/ Kathleen Murry* Director January 28, 1997
- ----------------------------
(Kathleen Murray, M.S.N.)
/s/ Howard D. Palefsky* Director January 28, 1997
- ----------------------------
(Howard D. Palefsky)
/s/ Richard D. Randall* Director January 28, 1997
- ----------------------------
(Richard D. Randall)
/s/ John C. Villforth* Director January 28, 1997
- ----------------------------
(John C. Villforth)
</TABLE>
*By: /s/Robert E. McNamara
---------------------
(Attorney-in-fact)
II-6
<PAGE> 20
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-19349) and
related Prospectus of Target Therapeutics, Inc. for the registration of 216,211
shares of its common stock and to the incorporation by reference therein of our
report dated April 26, 1996 with respect to the consolidated financial
statements and schedule of Target Therapeutics, Inc. included in its Annual
Report (Form 10-K) for the year ended March 31, 1996, filed with the Securities
and Exchange Commission.
Palo Alto, California /s/ ERNST & YOUNG LLP
January 28, 1997
II-7
<PAGE> 21
CONSENT OF FRANK, RIMERMAN & CO. LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Target
Therapeutics, Inc. for the registration of 216,211 shares of its common stock
and to the incorporation by reference therein 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 /s/ FRANK, RIMERMAN & CO. LLP
January 28, 1997
II-8
<PAGE> 22
TARGET THERAPEUTICS, INC.
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- -------
23.1 Consent of Ernst & Young LLP, Independent Auditors (see page II-7)
23.2 Consent of Frank, Rimerman & Co. LLP, Independent Auditors (see
page II-8)
- ---------------
II-9
