<PAGE>
As filed with the Securities and Exchange Commission on September 13, 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)
-----------------------------
AMENDED AND RESTATED UROLOGIX, INC.
1991 STOCK OPTION 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
--------------
1
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
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, 26,450 shares $ .20(2) $ 5,290(2) $ 2
$.01 par value
Common Stock, 298,332 shares $ .40(2) $ 119,333(2) $ 41
$.01 par value
Common Stock, 340,938 shares $ .60(2) $ 204,563(2) $ 71
$.01 par value
Common Stock, 11,450 shares $ 1.60(2) $ 18,320(2) $ 6
$.01 par value
Common Stock, 230,748 shares $ 14.00(2) $ 3,230,472(2) $1,114
$.01 par value
Common Stock, 642,992 shares $14.5625(1) $ 9,363,571(1) $2,993
$.01 par value
Total 1,550,910 shares $12,941,549 $4,463
========== ======
- ------------------------------------------------------------------------------------------------
</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 11, 1996.
(2) Based on the average exercise price of the options granted pursuant to the
Amended and Restated 1991 Stock Option Plan.
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) Definitive Prospectus dated May 30,1996, included in the Company's
Form S-1 Registration Statement dated April 8, 1996 (Registration No. 333-
3304), as amended by supplemental filings.
(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 of 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.
--------------------------------------------
Any employee, officer or director of or consultant to the Company who
purchased his or her shares pursuant to a written compensatory plan or
contract is entitled to rely on the resale provisions of Rule 701, which
permits non-Affiliates to sell their Rule 701 shares without complying with
the public information, holding period, volume limitation or notice provisions
of Rule 144 and which permits Affiliates to sell their Rule 701 shares without
complying with the Rule 144 holding period restrictions, in each case
commencing 90 days after the date of this Prospectus.
3
<PAGE>
Item 8. Exhibits.
- -----------------
4.1 Amended and Restated Urologix, Inc. 1991 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1, Commission File No. 333-3304)
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, independent auditors
___________________
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
4
<PAGE>
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 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 13, 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 13,
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 5.1
[LETTERHEAD OF LINDQUIST & VENNUM P.L.L.P.
September 13, 1996
Urologix, Inc.
14405 21st Avenue North
Minneapolis, MN 55447
Re: Opinion of Counsel as to Legality of 1,550,910 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 1,550,910 shares of Common Stock, $.01
par value, of Urologix, Inc. (the "Company") offered to officers, employees,
consultants and non-employee directors of the Company pursuant to the Amended
and Restated Urologix, Inc. 1991 Stock Option 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 1,550,910 shares of Common Stock to
be offered to officers, employees, consultants and non-employee directors 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 consent 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,
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 4, 1995
(except for Note 5, as to which the date is April 30, 1996) included in
Urologix, Inc.'s Registration Statement on Form S-1 for the years ended June 30,
1995 and 1994 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
September 13, 1996
