<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1996
Registration No. 333- _________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UROLOGIX, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1697237
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14405 21ST AVENUE NORTH
MINNEAPOLIS, MN 55447
------------------------------------------------
(Address of Principal Executive Offices and zip code)
_________________________________
UROLOGIX, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
____________________________
Wesley E. Johnson
Secretary
Urologix, Inc.
14405 21st Avenue North
Minneapolis, MN 55447
(612) 475-1400
(Name, address, including zip code and telephone number of agent for service)
Copy to:
Thomas G. Lovett IV, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
(612) 371-3211
___________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proposed
Proposed Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Registration
to be Registered Registered Share Offering Price Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
Total 100,000 shares 15.375(1) $1,537,500 $ 466
========== =========
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the bid and
asked prices of the Company's Common Stock on the Nasdaq System at the
close of business on September 30, 1996.
2
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:
(a) Form 10-K Annual Report of the Company for the fiscal year ended
June 30, 1996.
(b) Form 8-A Registration Statement, as amended, filed with the
Securities and Exchange Commission and declared effective May 29, 1996 under
File No. 0-28414.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to
be a 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.
- ---------------------------------------------------
The Company's Bylaws and the statutes of the State of Minnesota
require the Company to indemnify any director, officer, employee or agent who
was or is a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, against
certain liabilities and expenses incurred in connection with the action, suit or
proceeding, except where such persons have not acted in good faith or did not
reasonably believe that the conduct was in the best interests of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or other persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission (the "Commission"), such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not Applicable.
3
<PAGE>
Item 8. Exhibits.
- -----------------
4.1 Urologix, Inc. 1996 Employee Stock Purchase Plan
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum (included in Exhibit 5)
23.2 Consent of Arthur Andersen, LLP, Certified Public Accountants
_____________________
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the 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 Securities Exchange Act of 1934 that are incorporated
by reference 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.
(b) The undersigned registrant hereby undertakes 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 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.
(h) 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 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
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, or controlling
4
<PAGE>
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person
connected 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 Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
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 Minneapolis, State of Minnesota, on September 30,
1996.
UROLOGIX, INC.
By /s/ Jack E. Meyer
---------------------------------------
Jack E. Meyer, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Urologix, Inc., hereby constitute
and appoint Jack E. Meyer and Wesley E. Johnson, or either of them, with power
to act one without the other, our true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for us and in our stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below on September 30, 1996 by the
following persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/ Mitchell Dann Chairman of the Board
- ----------------------------------------
Mitchell Dann
/s/ Jack E. Meyer Director, President and Chief
- ---------------------------------------- Executive Officer (principal
Jack E. Meyer executive officer)
/s/ Wesley E. Johnson Vice President, Chief Financial
- ---------------------------------------- Officer and Secretary
Wesley E. Johnson (principal accounting officer)
/s/ Buzz Benson Director
- ----------------------------------------
Buzz Benson
/s/ Janet G. Effland Director
- ----------------------------------------
Janet G. Effland
/s/ Michael R. Henson Director
- ----------------------------------------
Michael R. Henson
6
<PAGE>
/s/ Robert Momsen Director
- ----------------------------------------
Robert Momsen
/s/ David C. Utz, M.D. Director
- ----------------------------------------
David C. Utz, M.D.
/s/ Paul A. LaViolette Director
- ----------------------------------------
Paul A. LaViolette
7
<PAGE>
EXHIBIT 4.1
UROLOGIX, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
UROLOGIX, INC.
1996 Employee Stock Purchase Plan
SECTION 1
PURPOSE
-------
The purpose of this Employee Stock Purchase Plan is to provide a greater
community of interest between Urologix, Inc. shareholders and its employees, and
to facilitate purchase by employees of additional shares of stock in the
Company. It is believed the Plan will encourage employees to remain in the
employ of the Company and will also permit the Company to compete with other
corporations offering similar plans in obtaining and retaining the services of
competent employees. It is intended that options issued pursuant to this Plan
shall constitute options issued pursuant to an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended.
SECTION 2
DEFINITIONS
-----------
(a) "Plan" means the Urologix, Inc. 1996 Employee Stock Purchase Plan.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Company" means Urologix, Inc., and any of its subsidiaries (as that
term is defined by Section 424(f) of the Code) to which Urologix, Inc. and such
respective subsidiaries by action of their Boards of Directors shall make this
Plan applicable.
(d) "Employee" means any person, including an officer, who is customarily
employed twenty (20) hours or more per week and more than five (5) months in a
calendar year by the Company.
(e) "Eligible Employee" means an Employee of the Company who is eligible
for participation in the Plan in accordance with Section 4.
(f) "Participant" means an Eligible Employee who has elected to participate
in the Plan in accordance with Section 5.
(g) "Committee" means the committee provided for in Section 11.
(h) The "Commencement Date" of the Plan means the date the Company's
initial public offering commences.
<PAGE>
(i) "Base Pay" means regular straight time earnings annualized as of the
date of commencement of a Phase excluding payments, if any, for overtime,
incentive compensation, incentive payments, premiums, bonuses, and any other
special remuneration.
(j) "Termination Date" with respect to any Phase shall mean (i) the date
designated by the Company's Board of Directors for a Phase to end, or (ii) the
effective date of any merger or consolidation in which the Company is not the
surviving corporation.
(k) "Shares" shall mean common shares of the Company, subject to
adjustments which may be made in accordance with Sections 16 and 17.
SECTION 3
TERM AND PHASES OF THE PLAN
---------------------------
(a) The Plan will commence on the Commencement Date and will terminate ten
(10) years thereafter or such sooner date as all of the Shares reserved under
the Plan have been issued. Notwithstanding the foregoing, this Plan shall be
considered of no force or effect and any options granted shall be null and void
unless the shareholders of the Company approve the Plan within twelve (12)
months before or after the date of its adoption by the Board of Directors.
(b) The Plan shall be carried out in Phases, each Phase being for a period
of one year, or such shorter or longer period of time (not to exceed 27 months)
as may be determined by the Committee prior to the commencement of a Phase. No
Phases shall run concurrently. A Phase may commence immediately after the
termination of the preceding Phase. The commencement of each Phase shall be
determined by the Committee, provided that the commencement of the first Phase
shall be within twelve (12) months before or after the date of approval of the
Plan by the shareholders of the Company. In the event all of the stock reserved
for grant of options hereunder is issued pursuant to the terms hereof prior to
the commencement of one or more Phases scheduled by the Committee or the number
of shares remaining is so small, in the opinion of the Committee, as to render
administration of any succeeding Phase impracticable, such Phase or Phases shall
be cancelled. Phases shall be numbered successively as Phase 1, Phase 2 and
Phase 3, etc.
SECTION 4
ELIGIBILITY
-----------
(a) Any Employee of the Company who has completed at least thirty (30)
days of continuous service on or prior to the commencement of a Phase of the
Plan shall be eligible to participate in the Plan, subject to the limitations
imposed by Section 423 of the Code.
(b) Any Employee who is a member of the Board of Directors of the Company
shall be eligible to participate in the Plan.
2
<PAGE>
(c) Notwithstanding any provision of the Plan to the contrary, no Employee
shall be granted an option:
1. If such Employee, immediately after the option is granted, owns
shares possessing five percent (5%) or more of the total combined voting power
or value of all classes of shares of the Company or a parent or a subsidiary of
the Company. For purposes of determining share ownership, the rules of Section
425(d) of the Code shall apply, and shares which the Employee may purchase under
outstanding options shall be treated as shares owned by the Employee; or
2. Which permits the Employee to purchase shares under the Plan or
under any other "employee stock purchase plan" as defined in Section 423 of the
Code of the Company or a parent or a subsidiary of the Company to accrue at a
rate which exceeds $25,000 of the fair market value of such shares (determined
at the time such option is granted) for each calendar year in which such option
is outstanding at any time.
SECTION 5
PARTICIPATION
-------------
(a) An Eligible Employee may elect to enroll as and become a Participant
in any Phase of the Plan by completing a payroll deduction authorization on the
form provided by the Company and filing it with the human resources office at
least three (3) days prior the date the Phase commences.
(b) Payroll deductions for a Participant shall commence on the date when
his or her payroll deduction authorization becomes effective and shall end on
the last payday immediately prior to or coinciding with the Termination Date of
the particular Phase unless sooner terminated by the Participant as provided in
Section 9 or as otherwise provided herein.
(c) A participant who ceases to be an Eligible Employee, although still
employed by the Company, thereupon shall be deemed to discontinue his or her
participation in the Plan and shall have the rights provided in Section 9.
(d) Participation in the Plan shall be voluntary.
SECTION 6
PAYROLL DEDUCTIONS
------------------
(a) Upon enrollment in any particular Phase of the Plan, a Participant
shall elect to make contributions to the Plan by payroll deductions (in full
dollar amounts calculated to be as uniform as practicable throughout the period
of the Phase), which contributions shall not, in the
3
<PAGE>
aggregate, exceed 10% (or such smaller percentage as may be determined by the
Committee prior to the commencement of a Phase) of such Participant's Base Pay
for the term of the Phase, as determined on the basis of the Participant's
annual or annualized Base Pay at the commencement of the Phase. The minimum
authorized payroll deduction shall be $10 per month.
(b) All payroll deductions made for a Participant shall be credited to the
Participant's account under the Plan. The Participant may not make any separate
cash payments into such account.
(c) A Participant may discontinue his or her participation in the Phase
and terminate his or her payroll deduction authorized at any time as provided in
Section 9.
(d) A Participant may reduce the amount of his or her payroll deduction by
completing an amended payroll deduction authorization on the form provided and
filing it with the human resources office, but no change can be made during a
Phase of the Plan which would either change the time or increase the rate of his
or her payroll deductions.
SECTION 7
TERMS AND CONDITIONS OF OPTIONS
-------------------------------
(a) Stock options granted pursuant to the Plan may be evidenced by
agreements or certificates in such form as the Committee shall recommend and the
Board of Directors shall approve; provided that all Employees shall have the
same rights and privileges and provided further that such options shall comply
with and be subject to the following terms and conditions.
(b) As of the commencement of a Phase when a Participant's payroll
deduction authorization becomes effective, the Participant shall be granted an
option for as many full shares as he or she will be able to purchase with the
payroll deduction credited to the Participant's account during his or her
participation in the Phase, subject to the limitations of Section 10. In any
event, however, the maximum number of shares subject to purchase by a
Participant shall equal the total amount to be credited to the Participant's
account under Section 6 hereof divided by the option price set forth in Section
7, paragraph (c)(1) hereof.
(c) The option price of shares to be purchased with payroll deductions for
an Employee who becomes a Participant as of the commencement of a Phase shall be
the lower of:
1. 100% of the fair market value of the Shares on the date the Phase
commences, or
2. 100% of the fair market value of the Shares on the Termination
Date of the Phase.
4
<PAGE>
(d) The Committee shall have the right to lower the option price for
shares in any Phase to as low as 85% of the fair market value of the Shares at
the beginning date or the Termination Date of any Phase, provided, the price
must be set prior to the commencement of a Phase.
(e) The fair market value of the shares shall be determined by the
Committee for each valuation date in a manner consistent with Section 423 of the
Code.
SECTION 8
EXERCISE OF OPTION
------------------
(a) Unless a Participant gives written notice to the Company as provided
in Section 9, an option for the purchase of shares will be exercised
automatically as of the Termination Date of the Phase for the purchase of the
number of full shares which the accumulated payroll deductions in the
Participant's account at that time will purchase at the applicable option price,
but in no event shall the number of full shares be greater than the number of
full shares which the Participant is eligible to purchase under Section 7,
paragraph (b).
(b) By written notice to the Company within one week prior to the
Termination Date of the Phase a Participant may elect, effective at the
Termination Date, to exercise his or her option for a specified number of full
shares less than the number of full shares which the accumulated payroll
deductions in his or her account will purchase at the applicable option price,
and withdraw the balance in the Participant's account without interest, but in
no event shall the number of full shares be greater than the number of full
shares to which a Participant is eligible to purchase under Section 7, paragraph
(b).
SECTION 9
DEATH, WITHDRAWAL OR TERMINATION
--------------------------------
(a) In the event of the death of a Participant during any Phase of the
Plan, the person or persons specified in Section 18 may give notice to the
Company within sixty (60) days of the death of the Participant, but in no event
later than the end of the period specified in Section 8, paragraph (b), electing
to purchase the number of full shares which the accumulated payroll deductions
in the account of such deceased Participant will purchase at the option price
specified in paragraph (c) of Section 7 and have the balance in the account
distributed in cash without interest. If no such notice is received by the
Company within the period described in the preceding sentence, the options
granted to such deceased Participant shall terminate and the accumulated payroll
deductions will be distributed in cash without interest.
5
<PAGE>
(b) Upon termination of the Participant's employment during any Phase of
the Plan for any reason other than the death of the Participant, the payroll
deductions credited to his or her account shall be promptly returned without
interest to such Participant.
(c) A Participant may withdraw all or any part of the payroll deductions
credited to his or her account under the Plan at any time by giving written
notice to the Company. The Participant's payroll deductions credited to his or
her account shall be paid to the Participant promptly after receipt of his or
her notice of withdrawal and no further payroll deductions shall be made from
the Participant's compensation. Any amounts not withdrawn shall remain in the
Participant's account.
SECTION 10
SHARES UNDER OPTION
-------------------
(a) The shares to be sold to a Participant under the Plan may, at the
election of the Company, be either authorized but unissued shares or shares
acquired in the open market by the Company. The maximum number of shares which
shall be made available for sale under the Plan shall be 100,000 shares subject
to adjustment upon changes in capitalization of the Company as provided in
Sections 16 and 17. If the total number of shares for which options are to be
granted on any date in accordance with Section 7 exceeds the number of shares
then available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding), the Committee shall make a pro
rata allocation of the shares remaining available in as nearly a uniform manner
as shall be practicable and as it shall determine in its sole discretion to be
equitable. In such event, payroll deductions to be made shall be reduced
accordingly and the Committee shall give written notice of such reduction to
each Participant affected thereby.
(b) As promptly as practicable after the Termination Date of a Phase, the
Company shall deliver to each Participant the full shares purchased upon
exercise of his or her option, together with a cash payment equal to the balance
(without interest) of any payroll deductions credited to the Participant's
account which were not used for the purchase of shares.
(c) The Participant will have no interest in shares covered by the
Participant's option until such option has been exercised.
SECTION 11
ADMINISTRATION
--------------
The Plan shall be administered by the Board of Directors of the Company, or
in its discretion, by a Committee consisting of not less than two (2) members
who shall be appointed by the Board of Directors of the Company. Each member of
such Committee shall be either a director, an officer or an employee of the
Company. Unless the Board of Directors limits the authority delegated to the
Committee in its appointment, the Committee shall be vested with full
6
<PAGE>
authority to make, administer, and interpret such rules and regulations as it
deems necessary to administer the Plan, and any such determination, decision or
action of such Committee with respect to any action in connection with the
construction, interpretation administration or application of the Plan shall be
final, conclusive and binding on all Participants and any and all other persons
claiming under or through any Participant. It is provided, however, that the
provisions of the Plan shall be construed so as to extend and limit
participation in the Plan only in a manner consistent with the requirements of
Section 423 of the Code. For all purposes of this Plan other than this Section
11, references to the Committee shall also refer to the Board of Directors.
SECTION 12
AMENDMENT OF THE PLAN
---------------------
The Board of Directors of the Company may at any time amend or terminate
the Plan, except that no amendment or termination may make any change in any
option theretofore granted which would adversely affect the rights of any
Participant, and no amendment shall be made without prior approval of the
shareholders of the Company if such amendment would require sale of more shares
than are authorized under Section 10 of the Plan or change the qualifications of
Eligible Employees under the Plan.
SECTION 13
NONTRANSFERABILITY
------------------
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
by the Participant and any such attempted assignment, transfer, pledge or other
disposition shall be null and void and without effect, but the Company may treat
such act as an election to withdraw funds in accordance with Section 9.
SECTION 14
USE OF FUNDS
------------
All payroll deductions received or held by the Company under this Plan may
be used by the Company for any corporate purposes and the Company shall not be
obligated to segregate such payroll deductions.
SECTION 15
INTEREST
--------
No interest will be paid on any amounts in any Participant's account.
7
<PAGE>
SECTION 16
CHANGES IN CAPITALIZATION, MERGER, ETC.
---------------------------------------
(a) Subject to any required action by the shareholders, the number of
shares covered by each outstanding option, and the price per share thereof in
each such option, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of the Company resulting from a subdivision or
consolidation of shares or the payment of a share dividend (but only on the
shares) or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company.
(b) Subject to any required action by the shareholders, if the Company
shall be involved in any merger or consolidation, in which it is the surviving
corporation, each outstanding option shall pertain to and apply to the
securities to which a holder of the number of shares subject to the option would
have been entitled. A dissolution or liquidation of the Company shall cause each
outstanding option to terminate, provided in such event that, immediately prior
to such dissolution or liquidation, each Participant shall be repaid the payroll
deductions credited to the Participant's account without interest.
(c) In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all its authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
shares within the meaning of this Plan.
SECTION 17
ADJUSTMENTS TO SHARES
---------------------
(a) To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Committee, and
its determination in that respect shall be final, binding and conclusive,
provided that each option granted pursuant to this Plan shall not be adjusted in
a manner that causes the option to fail to continue to qualify as an option
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Code.
(b) Except as expressly provided in Sections 16 and 17, the optionee shall
have no right by reason of any subdivision or consolidation of shares of any
class or the payment of any stock dividend or any other increase or decrease in
the number of shares of any class or by reason of any dissolution, liquidation,
merger, or consolidation or spin-off of assets or stock of another corporation,
and any issue by the Company of shares of any class, or securities convertible
into shares of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares subject to the
option.
(c) The grant of an option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its
8
<PAGE>
capital or business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or assets.
SECTION 18
BENEFICIARY DESIGNATION
-----------------------
A Participant may file a written designation of a beneficiary who may elect
to purchase shares or receive cash to the Participant's credit under the Plan in
the event of such Participant's death prior to delivery to him or her of such
shares and cash. Such designation of beneficiary may be changed by the
Participant at any time by written notice delivered to the Company. Upon the
death of a Participant and upon receipt by the Company of proof deemed adequate
by it of the identity and existence at the Participant's death of a beneficiary
validly designated by him or her under the Plan, the Company shall deliver such
shares and cash to such beneficiary in accordance with paragraph (a) of Section
9. If upon the death of a Participant there is no surviving beneficiary duly
designated as above provided, the Company shall deliver accumulated payroll
deductions to the executor or administrator of the estate of the Participant, or
if no such executor or administrator has been appointed (to the knowledge of the
Company) within sixty (60) days following the Participant's death, the Company
shall deliver such accumulated payroll deductions to the surviving spouse, if
any, as though named as the designated beneficiary hereunder, or if there is no
such surviving spouse or child, then to such relatives of the Participant as
would be entitled to such amounts, under the laws of intestacy in the deceased
Participant's domicile as though named as the designated beneficiary hereunder.
The Company shall not be liable for any distribution made of shares or cash
pursuant to any will or other testamentary disposition made by such Participant,
or because of the provisions of law concerning intestacy, or otherwise. No
designated beneficiary shall, prior to the death of the Participant by whom he
or she has been designated, acquire any interest in the shares or cash credited
to the Participant under the Plan.
SECTION 19
REGISTRATION AND QUALIFICATION OF SHARES
----------------------------------------
The offering of the shares hereunder shall be subject to the effecting by
the Company of any registration or qualification of the shares under any federal
or state law or the obtaining of the consent or approval of any governmental
regulatory body which the Company shall determine, in its sole discretion, is
necessary or desirable as a condition to or in connection with, the offering or
the issue or purchase of the shares covered thereby. The Company shall make
every reasonable effort to effect such registration or qualification or to
obtain such consent or approval.
9
<PAGE>
SECTION 20
PLAN PRECONDITION
-----------------
The Plan is expressly made subject to the approval by shareholders of the
Company. If the Plan is not so approved by the shareholders on or before one
year after this Plan's adoption by the Board of Directors, this Plan shall not
come into effect. In such case, the accumulated payroll deductions credited to
the account of each Participant shall forthwith be repaid to the Participant
without interest.
ADOPTED BY BOARD OF DIRECTORS: APRIL 17, 1996
APPROVED BY SHAREHOLDERS: APRIL 30, 1996
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The 100,000 shares reserved under Section 10 for issuance under the Plan
represent 100,000 shares following the reverse stock split authorized by the
Company's shareholders at a shareholder meeting held on April 30, 1996.
10
<PAGE>
[LETTERHEAD OF LINDQUIST & VENNUM P.L.L.P.]
EXHIBIT 5.1
September 30, 1996
Urologix, Inc.
14405 21st Avenue North
Minneapolis, MN 55447
Re: Opinion of Counsel as to Legality of 100,000 Shares of Common Stock
to be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 100,000 shares of Common Stock, $.01 par
value, of Urologix, Inc. (the "Company") offered to employees of the Company
pursuant to the Urologix, Inc. 1996 Employee Stock Purchase Plan (the "Plan").
As counsel for the Company, we advise you that it is our opinion, based
on our familiarity with the affairs of the Company and upon our examination of
pertinent documents, that the 100,000 shares of Common Stock to be offered to
employees by the Company under the Plan, will, when paid for and issued, be
validly issued and lawfully outstanding, fully paid and non assessable shares
of Common Stock of the Company.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
/s/ LINDQUIST & VENNUM P.L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 1, 1996
included in Urologix's Form 10-K for the year ended June 30, 1996 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
September 30, 1996
