<PAGE>
As filed with the Securities and Exchange Commission on December 3, 1997
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, Jr.
Vice President, Chief Financial Officer
Secretary and Treasurer
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, 400,000 shares(1) $19.875 $7,950,000 $2,409
$.01 par value
- ------------------------------------------------------------------------------------------
</TABLE>
(1) 1,550,910 shares under the 1991 Stock Option Plan were previously
registered on Form S-8 (File No. 333-11981) on September 13, 1996.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the last reported sale price
for the Company's Common Stock on the Nasdaq Stock Market's National Market
on November 28, 1997.
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 333-11981) was filed with
the Securities and Exchange Commission on September 13, 1996 covering the
registration of 1,550,910 shares authorized for issuance under the Company's
Amended and Restated 1991 Stock Option Plan (the "Plan"). A filing fee of
$4,463 was paid at the time that Registration Statement was filed. Pursuant to
General Instruction E of Form S-8 and Rule 429, this Registration Statement is
being filed to register an additional 400,000 shares authorized under the Plan.
An amendment to the Plan to increase the reserved and authorized number of
shares under the Plan by 400,000 shares was authorized by the Company's Board of
Directors on September 17, 1997 and such amendment was approved by the Company's
shareholders on November 19, 1997. This Registration Statement should also be
considered a post-effective amendment to the prior Registration Statement. The
contents of the prior Registration Statement are incorporated herein by
reference.
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 November 12, 1997, included in the
Company's Form S-3 Registration Statement dated November 10, 1997 (Registration
No. 333-38053).
(b) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the three months ended
September 30, 1997.
(d) Definitive Proxy Statement dated October 15, 1997 for the Annual
Meeting of Shareholders held on November 19, 1997.
(e) Form 8-A Registration Statement filed with the Securities and Exchange
Commission and declared effective January 16, 1997 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.
3
<PAGE>
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. The Company has not previously granted options to purchase
the shares covered by this Registration Statement.
Item 8. Exhibits.
- -----------------
4.1 Amended and Restated Urologix, Inc. 1991 Stock Option 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, independent 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;
4
<PAGE>
(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 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 December 1, 1997.
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, Jr., 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 the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her 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 December 1, 1997 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
- --------------------------
Jack E. Meyer Executive Officer (principal
executive officer)
6
<PAGE>
/s/ Wesley E. Johnson, Jr. Vice President, Chief Financial
- --------------------------
Wesley E. Johnson, Jr. Officer, Secretary and Treasurer
(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
/s/ Paul A. LaViolette Director
- --------------------------
Paul A. LaViolette
/s/ Robert Momsen Director
- --------------------------
Robert Momsen
/s/ David C. Utz, M.D. Director
- --------------------------
David C. Utz, M.D.
7
<PAGE>
AMENDED AND RESTATED UROLOGIX, INC.
1991 STOCK OPTION PLAN
<PAGE>
SECTION CONTENTS PAGE
- ------- -------- ----
1. General Purpose of Plan; Definitions 1
2. Administration 3
3. Stock Subject to Plan 5
4. Eligibility 5
5. Stock Options 6
6. Stock Appreciation Rights 11
7. Restricted Stock 12
8. Deferred Stock Awards 14
9. Transfer, Leave of Absence, etc. 15
10. Amendments and Termination 15
11. Unfunded Status of Plan 16
12. General Provisions 16
<PAGE>
AMENDED AND RESTATED UROLOGIX, INC.
1991 STOCK OPTION PLAN
SECTION 1. General Purpose of Plan; Definitions.
------------------------------------
The name of this plan is the Amended and Restated Urologix, Inc. 1991 Stock
Option Plan (the "Plan"). The purpose of the Plan is to enable Urologix, Inc.
(the "Company") to retain and attract executives and other key employees,
directors and consultants who contribute to the Company's success by their
ability, ingenuity and industry, and to enable such individuals to participate
in the long-term success and growth of the Company by giving them a proprietary
interest in the Company.
For purposes of the Plan, the following terms shall be defined as set forth
below:
a. "Board" means the Board of Directors of the Company as it may be comprised
from time to time.
b. "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, willful misconduct,
dishonesty or intentional violation of a statute, rule or regulation, any
of which, in the judgment of the Company, is harmful to the business or
reputation of the Company.
c. "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute.
d. "Committee" means the Committee referred to in Section 2 of the Plan.
e. "Consultant" means any person, including an advisor, engaged by the Company
or a Parent Corporation or Subsidiary of the Company to render services and
who is compensated for such services and who is not an employee of the
Company or any Parent Corporation or Subsidiary of the Company. A Non-
Employee Director may serve as a Consultant.
f. "Company" means Urologix, Inc., a corporation organized under the laws of
the State of Minnesota (or any successor corporation).
g. "Deferred Stock" means an award made pursuant to Section 8 below of the
right to receive stock at the end of a specified deferral period.
h. "Disability" means permanent and total disability as determined by the
Committee.
i. "Early Retirement" means retirement, with consent of the Committee at the
time of retirement, from active employment with the Company and any
Subsidiary or Parent Corporation of the Company.
1
<PAGE>
j. "Fair Market Value" of Stock on any given date shall be determined by the
Committee as follows: (a) if the Stock is listed for trading on one of more
national securities exchanges, or is traded on the Nasdaq Stock Market, the
last reported sales price on the principal such exchange or the Nasdaq
Stock Market on the date in question, or if such Stock shall not have been
traded on such principal exchange on such date, the last reported sales
price on such principal exchange or the Nasdaq Stock Market on the first
day prior thereto on which such Stock was so traded; or (b) if the Stock is
not listed for trading on a national securities exchange or the Nasdaq
Stock Market, but is traded in the over-the-counter market, including the
Nasdaq Small Cap Market, the closing bid price for such Stock on the date
in question, or if there is no such bid price for such Stock on such date,
the closing bid price on the first day prior thereto on which such price
existed; or (c) if neither (a) or (b) is applicable, by any means fair and
reasonable by the Committee, which determination shall be final and binding
on all parties.
k. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422
of the Code.
l. "Non-Employee Director" means a "Non-Employee Director" within the meaning
of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.
m. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option, and is intended to be and is designated as a "Non-
Qualified Stock Option."
n. "Normal Retirement" means retirement from active employment with the
Company and any Subsidiary or Parent Corporation of the Company on or after
age 65.
o. "Outside Director" means a member of the Board of Directors who: (a) is not
a current employee of the Company or any member of an affiliated group
which includes the Company; (b) is not a former employee of the Company who
receives compensation for prior services (other than benefits under a tax-
qualified retirement plan) during the taxable year; (c) has not been an
officer of the Company; and (d) does not receive remuneration from the
Company, either directly or indirectly, in any capacity other than as a
director, except as otherwise permitted under Code Section 162(m) and
regulations thereunder. For this purpose, remuneration includes any payment
in exchange for goods or services. This definition shall be further
governed by the provisions of Code Section 162(m) and regulations
promulgated thereunder.
p. "Parent Corporation" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of the
corporations (other than the Company) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.
q. "Restricted Stock" means an award of shares of Stock that are subject to
restrictions under Section 7 below.
2
<PAGE>
r. "Retirement" means Normal Retirement or Early Retirement.
s. "Stock" means the Common Stock of the Company.
t. "Stock Appreciation Right" means the right pursuant to an award granted
under Section 6 below to surrender to the Company all or a portion of a
Stock Option in exchange for an amount equal to the difference between (i)
Fair Market Value, as of the date such Stock Option or such portion thereof
is surrendered, of the shares of Stock covered by such Stock Option or such
portion thereof, and (ii) the aggregate exercise price of such Stock Option
or such portion thereof.
u. "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5 below.
v. "Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
SECTION 2. Administration.
--------------
The Plan shall be administered by the Board of Directors or by a committee,
consisting of not less than two members of the Board of Directors, all of whom
shall be Outside Directors and Non-Employee Directors and who shall serve at the
pleasure of the Board (the "Committee"). Any or all of the functions of the
Committee specified in the Plan may be exercised by the Board, unless the Plan
specifically states otherwise.
The Committee shall have the power and authority to grant to eligible
employees, members of the Board of Directors or Consultants, pursuant to the
terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock, or (iv) Deferred Stock awards.
In particular, the Committee shall have the authority:
(i) to select the officers and other key employees of the Company and its
Subsidiaries and other eligible persons to whom Stock Options, Stock
Appreciation Rights, Restricted Stock and Deferred Stock awards may from
time to time be granted hereunder;
(ii) to determine whether and to what extent Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and
Deferred Stock awards, or a combination of the foregoing, are to be
granted hereunder;
(iii) to determine the number of shares to be covered by each such award
granted hereunder;
3
<PAGE>
(iv) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder (including, but not limited
to, any restriction on any Stock Option or other award and/or the shares
of Stock relating thereto); provided, however, that in the event of a
merger or asset sale or other form of change of control, the applicable
provisions of Sections 5(c) and 7(c) of the Plan shall govern the
acceleration of the vesting of any Stock option or awards;
(v) to determine whether, to what extent and under what circumstances Stock
and other amounts payable with respect to an award under this Plan shall
be deferred either automatically or at the election of the participant.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan. The Committee may
delegate to executive officers of the Company the authority to exercise the
powers specified in (i), (ii), (iii), (iv) and (v) above with respect to persons
who are not executive officers of the Company.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Plan
participants.
4
<PAGE>
SECTION 3. Stock Subject to Plan.
---------------------
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 1,950,910/1/. Such shares may consist, in whole or in
part, of authorized and unissued shares.
Subject to paragraph (b)(iv) of Section 6 below, if any shares that have been
optioned cease to be subject to Stock Options, or if any shares subject to any
Restricted Stock or Deferred Stock award granted hereunder are forfeited or such
award otherwise terminates without a payment being made to the participant, such
shares shall again be available for distribution in connection with future
awards under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, other change in corporate structure affecting the Stock, or
spin-off or other distribution of assets to shareholders, such substitution or
adjustment shall be made in the aggregate number of shares reserved for issuance
under the Plan, in the number and option price of shares subject to outstanding
options granted under the Plan, and in the number of shares subject to
Restricted Stock or Deferred Stock awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any award shall always be a whole number.
Such adjusted option price shall also be used to determine the amount payable by
the Company upon the exercise of any Stock Appreciation Right associated with
any Option.
SECTION 4. Eligibility.
-----------
Officers, other key employees of the Company and Subsidiaries, members of the
Board of Directors, and Consultants who are responsible for or contribute to the
management, growth and profitability of the business of the Company and its
Subsidiaries are eligible to be granted Stock Options, Stock Appreciation
Rights, Restricted Stock or Deferred Stock awards under the Plan. The optionees
and participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares covered by each
award.
- -------------------
/1/ History: This Plan originally reserved 970,912 shares for issuance.
The Board of Directors approved an increase from 970,912 shares to 1,250,912 on
January 19, 1994, and an increase from 1,250,912 shares to 1,601,820 shares on
August 19, 1994. The shareholders approved the increase to 1,601,820 shares at a
special meeting on December 21, 1994. The Board of Directors approved an
increase from 1,601,820 shares to 2,101,820 shares on July 26, 1995, which was
approved by the Shareholders at a special meeting on November 27, 1995. The
number of shares reserved under the Plan was again increased from 2,101,820 to
3,101,820 by the Board of Directors on April 3, 1996 and such increase was
approved by the Shareholders at a special meeting on April 30, 1996.
Simultaneously on April 30, 1996, the Company effected a 1-for-2 Reverse Stock
Split, thereby converting the number of shares reserved to 1,550,910 as of April
30, 1996. The Board of Directors increased the number of shares reserved to
1,950,910 on September 17, 1997 and the increase was approved by the
shareholders on November 19, 1997.
5
<PAGE>
Notwithstanding the foregoing, no person may, during any fiscal year of the
Company, receive grants of Stock Options and Stock Appreciation Rights under
this Plan which, in the aggregate, exceed 500,000 shares.
SECTION 5. Stock Options.
-------------
Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve.
The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock Options
shall be granted under the Plan after August 1, 2004.
The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of options (in each case
with or without Stock Appreciation Rights). To the extent that any option does
not qualify as an Incentive Stock Option, it shall constitute a separate Non-
Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code. The preceding sentence shall not preclude any modification or
amendment to an outstanding Incentive Stock Option, whether or not such
modification or amendment results in disqualification of such Option as an
Incentive Stock Option, provided the optionee consents in writing to the
modification or amendment.
No changes that result from the restatement of this Plan shall effect any
change in any outstanding incentive stock option that would cause such option to
be modified, extended or renewed to the extent that such change will constitute
the grant of a new option as specified in Section 424(h) of the Code.
Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.
(a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant. In no
event shall the option price per share of Stock purchasable under an Incentive
Stock Option be less than 100% of such Fair Market Value. If an employee owns
or is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent Corporation or Subsidiary and an Incentive
Stock Option is granted to such employee, the option price shall be no less than
110% of the Fair Market Value of the Stock on the date the option is granted.
6
<PAGE>
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
Parent Corporation or Subsidiary and an Incentive Stock Option is granted to
such employee, the term of such option shall be no more than five years from the
date of grant.
(c) Exercisability. Stock Options shall be exercisable at such time or times
as determined by the Committee at or after grant. If the Committee provides, in
its discretion, that any option is exercisable only in installments, the
Committee may waive such installment exercise provisions at any time.
Notwithstanding anything contained in the Plan to the contrary, the Committee
may, in its discretion, extend or vary the term of any Stock Option or any
installment thereof, whether or not the optionee is then employed by the
Company, if such action is deemed to be in the best interests of the Company;
provided, however, that in the event of a merger or sale of assets, or of a
Change of Control, the provisions of this section 5(c) shall govern vesting
acceleration.
(i) In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option shall be assumed or an equivalent
option or right shall be substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that
the successor corporation does not agree to assume the Option or to
substitute an equivalent option or right, the Committee shall, in lieu
of such assumption or substitution, provide for the Optionee to have
the right to exercise the Option as to all of the Optioned Stock,
including shares as to which it would not otherwise be exercisable.
If the Committee makes an Option fully exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets,
the Committee shall notify the Optionee that the Option shall be fully
exercisable for a period of fifteen (15) days from the date of such
notice, and the Option will terminate upon the expiration of such
period. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or sale of assets, the
option or right confers the right to purchase, for each Share of
Optioned Stock subject to the Option immediately prior to the merger
or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of
consideration, the type of consideration chose by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets was not solely
common stock of the successor corporation or its Parent, the Committee
may, with consent of the successor corporation and the participant,
provide for the consideration to be received upon the exercise of the
Option, for each Share of Optioned Stock subject to the Option, to be
solely common stock of the successor corporation or its Parent equal
in Fair Market Value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
7
<PAGE>
(ii) Upon a Change of Control, each outstanding Stock Option shall become
exercisable in full as to all of the shares covered thereby without
regard to any installment exercise or vesting provisions. In the event
that at any time prior to August 13, 1999, a Change of Control or
other business combination of the Company occurs as to which the
Company desires that pooling accounting treatment be utilized, the
Board may, in its sole discretion, declare that the provisions of this
Section 5(c)(ii), and the related provisions of all then outstanding
Stock Options shall be of no force and effect whatsoever and the
treatment of any Stock Options outstanding at that time shall then
instead be governed solely by the provisions of Section 5(c)(i). After
August 13, 1999, the provisions of Section 5(c)(i) shall be of no
further force or effect. This Section 5(c)(ii) will apply to all Stock
Options which are outstanding on August 13, 1997, as well as all Stock
Options which are granted on or after that date. For purposes of this
Section 5(c), the term "Change of Control" means any of the following:
(A) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) becomes a "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined
voting power of the Company's then outstanding securities and is
required to file a Schedule 13D under the Exchange Act; or
(B) the Incumbent Directors cease for any reason to constitute at
least a majority of the Board of Directors. The term, "Incumbent
Directors," shall mean those individuals who are members of the
Board of Directors on August 13, 1997 and any individual who
subsequently becomes a member of the Board of Directors whose
election or nomination for election by the Company's shareholders
was approved by a vote of at least a majority of the then
Incumbent Directors; or
(C) all or substantially all of the assets of the Company are sold,
leased, exchanged or otherwise transferred and immediately
thereafter, there is no substantial continuity of ownership with
respect to the Company and the entity to which such assets have
been transferred.
(iii) The grant of an option pursuant to the Plan shall not limit in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge, exchange or consolidate or to
dissolve, liquidate, sell or transfer all or any part of its business
or assets.
(d) Method of Exercise. Stock Options may be exercised in whole or in part at
any time during the option period by giving written notice of exercise to the
Company specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, either by check, or by any
other form of legal consideration deemed sufficient by the Committee and
consistent with the Plan's purpose and applicable law, including promissory
8
<PAGE>
notes or a properly executed exercise notice together with irrevocable
instructions to a broker acceptable to the Company to promptly deliver to the
Company the amount of sale or loan proceeds to pay the exercise price. As
determined by the Committee at the time of grant or exercise, in its sole
discretion, payment in full or in part may also be made in the form of Stock
already owned by the optionee (which in the case of Stock acquired upon exercise
of an option have been owned for more than six months on the date of surrender)
or, in the case of the exercise of a Non-Qualified Stock Option, by delivery of
Restricted Stock or Deferred Stock subject to an award hereunder (based, in each
case, on the Fair Market Value of the Stock on the date the option is exercised,
as determined by the Committee), provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already owned
shares may be authorized only at the time the option is granted, and provided
further that in the event payment is made in the form of shares of Restricted
Stock or a Deferred Stock award, the optionee will receive a portion of the
option shares in the form of, and in an amount equal to, the Restricted Stock or
Deferred Stock award tendered as payment by the optionee. If the terms of an
option so permit, an optionee may elect to pay all or part of the option
exercise price by having the Company withhold from the shares of Stock that
would otherwise be issued upon exercise that number of shares of Stock having a
Fair Market Value equal to the aggregate option exercise price for the shares
with respect to which such election is made. No shares of Stock shall be issued
until full payment therefor has been made. An optionee shall generally have the
rights to dividends and other rights of a shareholder with respect to shares
subject to the option when the optionee has given written notice of exercise,
has paid in full for such shares, and, if requested, has given the
representation described in paragraph (a) of Section 12.
(e) Non-transferability of Options. No Stock Option shall be transferable by
the optionee otherwise than by will or by the laws of descent and distribution,
and all Stock Options shall be exercisable, during the optionee's lifetime, only
by the optionee.
(f) Termination by Death. If an optionee's employment by the Company and any
Subsidiary or Parent Corporation terminates by reason of death, the Stock Option
may thereafter be immediately exercised, to the extent then exercisable, by the
legal representative of the estate or by the legatee of the optionee under the
will of the optionee, for a period of twelve months from the date of such death
or until the expiration of the stated term of the option, whichever period is
shorter.
(g) Termination by Reason of Disability. If an optionee's employment by the
Company and any Subsidiary or Parent Corporation terminates by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised,
to the extent it was exercisable at the time of termination due to Disability,
but may not be exercised after twelve months from the date of such termination
of employment or the expiration of the stated term of the option, whichever
period is the shorter. In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, the
option will thereafter be treated as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. If an optionee's employment by the
Company and any Subsidiary or Parent Corporation terminates by reason of
Retirement and the terms of the
9
<PAGE>
Stock Option so provide, any Stock Option held by such optionee may thereafter
be exercised to the extent it was exercisable at the time of such Retirement,
but may not be exercised after twelve months from the date of such termination
of employment or the expiration of the stated term of the option, whichever
period is the shorter. In the event of termination of employment by reason of
Retirement, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, the
option will thereafter be treated as a Non-Qualified Stock Option.
(i) Other Termination. In the event an Optionee's continuous status as an
Employee or Consultant terminates (other than upon the Optionee's death or
Disability), the Optionee may exercise his or her Option, but only within such
period of time as is determined by the Committee, and only to the extent that
the Optionee was entitled to exercise it at the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the
Notice of Grant). In the case of an Incentive Stock Option, the Committee shall
determine such period of time (in no event to exceed ninety (90) days from the
date of termination) when the Option is granted.
(j) Annual Limit on Incentive Stock Options. The aggregate Fair Market Value
(determined as of the time the Stock Option is granted) of the Common Stock with
respect to which an Incentive Stock Option under this Plan or any other plan of
the Company and any Subsidiary or Parent Corporation is exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.
(k) Directors Who Are Not Employees. Each person serving as a member of the
Board of Directors of the Company on the effective date of the Company's initial
public offering who is not an employee of the Company, any Parent Corporation or
Subsidiary shall automatically be granted an Option to purchase 10,000/2/ shares
of Stock at an option price per share equal to 100% of the public offering price
of the Company's Common Stock in connection with its initial public offering.
Each person who is elected as a Director of the Company subsequent to the
effective date of the Company's initial public offering and who was not serving
as a Director at such effective date, and is not an employee of the Company, any
Parent Corporation or Subsidiary at the date of such action, shall automatically
be granted an Option to purchase 10,000 shares of Stock at an option price per
share equal to 100% of the Fair Market Value of a share of Stock on the date of
election (whether or not such election is by the Board of Directors or the
shareholders of the Company). All such Options shall be designated as Non-
Qualified Stock Options and shall be subject to the same terms and provisions as
are then in effect with respect to the grant of Non-Qualified Stock Options to
officers and key employees of the Company, except that (i) the term of each such
Option shall be equal to ten years; and (ii) the Option shall become exercisable
as to one-fourth of the shares subject to the Option beginning one year after
the date the Option is granted, the second fourth beginning two years after the
date the Option is granted, the third fourth beginning three years after the
date the Option is granted, and the final fourth beginning
- ----------------------
/2/ When this provision was initially adopted, the director grants were for
20,000 shares, with a maximum per director of 40,000 shares and an aggregate of
360,000 shares. As a result of the Company's 1-for-2 reverse stock split
effective April 30, 1996, the grants are currently 10,000, 20,000 and 180,000,
respectively.
10
<PAGE>
four years from the date the Option is granted. Upon termination of a person's
service as a Director of the Company, the unvested portion of an Option granted
under this Section 5(k) held by such Director shall terminate immediately and
such Director will be allowed to exercise the vested portion of such Option for
a period of one year after the date on which such person ceased to be a
Director, after which date the vested portion of the Option, if not exercised,
shall terminate. Any person who is elected as a Director of the Company at an
Annual Meeting of Shareholders after the fourth anniversary date of the granting
of an Option to such Director pursuant to this Section 5(k) shall be
automatically granted an Option to purchase an additional 10,000 shares of Stock
at an option price equal to 100% of the fair market value of a share of stock on
such date. Subject to the foregoing, all provisions of this Plan not
inconsistent with the foregoing shall apply to Options granted pursuant to this
Section 5(k). The maximum number of shares as to which Options may be granted to
any individual director under this Section 5(k) shall be 20,000 shares. The
maximum aggregate number of shares as to which Options may be granted under this
Section 5(k) shall be 180,000 shares.
SECTION 6. Stock Appreciation Rights.
-------------------------
(a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of the grant of such Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of the grant of the option.
A Stock Appreciation Right or applicable portion thereof granted with respect
to a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by a related stock Option shall not be reduced until the exercise or
termination of the related Stock Option exceeds the number of shares not covered
by the Stock Appreciation Right.
A Stock Appreciation Right may be exercised by an optionee, in accordance with
paragraph (b) of this Section 6, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(b) of this Section 6. Stock Options which have been so surrendered, in whole
or in part, shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee, including the following:
(i) Stock Appreciation Rights shall be exercisable only at such time or
times and to the extent that the Stock Options to which they relate shall
be exercisable in accordance with the provisions of Section 5 and this
Section 6 of the Plan.
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<PAGE>
(ii) Upon the exercise of a Stock Appreciation Right, an optionee shall
be entitled to receive up to, but not more than, an amount in cash or
shares of Stock equal in value to the excess of the Fair Market Value of
one share of Stock over the option price per share specified in the related
option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment.
(iii) Stock Appreciation Rights shall be transferable only when and to
the extent that the underlying Stock Option would be transferable under
Section 5 of the Plan.
(iv) Upon the exercise of a Stock Appreciation Right, the Stock Option
or part thereof to which such Stock Appreciation Right is related shall be
deemed to have been exercised for the purpose of the limitation set forth
in Section 3 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued or
issuable under the Stock Appreciation Right at the time of exercise based
on the value of the Stock Appreciation Right at such time.
(v) A Stock Appreciation Right granted in connection with an Incentive
Stock Option may be exercised only if and when the market price of the
Stock subject to the Incentive Stock Option exceeds the exercise price of
such Option.
SECTION 7. Restricted Stock.
----------------
(a) Administration. Shares of Restricted Stock may be issued either alone or
in addition to other awards granted under the Plan. The Committee shall
determine the officers, key employees and Consultants of the Company and
Subsidiaries to whom, and the time or times at which, grants of Restricted Stock
will be made, the number of shares to be awarded, the time or times within which
such awards may be subject to forfeiture, and all other conditions of the
awards. The Committee may also condition the grant of Restricted Stock upon the
attainment of specified performance goals. The provisions of Restricted Stock
awards need not be the same with respect to each recipient.
(b) Awards and Certificates. The prospective recipient of an award of shares
of Restricted Stock shall not have any rights with respect to such award, unless
and until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Company, and has otherwise
complied with the then applicable terms and conditions.
(i) Each participant shall be issued a stock certificate in respect of
shares of Restricted Stock awarded under the Plan. Such certificate shall
be registered in the name of the participant, and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to
such award, substantially in the following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the
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<PAGE>
Amended and Restated Urologix, Inc. 1991 Stock Plan and an Agreement
entered into between the registered owner and Urologix, Inc. Copies of such
Plan and Agreement are on file in the offices of Urologix, Inc., 14405 21st
Avenue North, Minneapolis, MN 55447."
(ii) The Committee shall require that the stock certificates evidencing
such shares be held in custody by the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock
award, the participant shall have delivered a stock power, endorsed in
blank, relating to the Stock covered by such award.
(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:
(i) Subject to the provisions of this Plan and the award agreement,
during a period set by the Committee commencing with the date of such award
(the "Restriction Period"), the participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the
Plan. In no event shall the Restriction Period be less than one (1) year.
Within these limits, the Committee may provide for the lapse of such
restrictions in installments where deemed appropriate.
(ii) Except as provided in paragraph (c)(i) of this Section 7, the
participant shall have, with respect to the shares of Restricted Stock, all
of the rights of a shareholder of the Company, including the right to vote
the shares and the right to receive any cash dividends. The Committee, in
its sole discretion, may permit or require the payment of cash dividends to
be deferred and, if the Committee so determines, reinvested in additional
shares of Restricted Stock (to the extent shares are available under
Section 3 and subject to paragraph (f) of Section 12). Certificates for
shares of unrestricted Stock shall be delivered to the grantee promptly
after, and only after, the period of forfeiture shall have expired without
forfeiture in respect of such shares of Restricted Stock.
(iii) Subject to the provisions of the award agreement and paragraph
(c)(iv) of this Section 7, upon termination of employment for any reason
during the Restriction Period, all shares still subject to restriction
shall be forfeited by the participant.
(iv) In the event of special hardship circumstances of a participant
whose employment is terminated (other than for Cause), including death,
Disability or Retirement, or in the event of an unforeseeable emergency of
a participant still in service, the Committee may, in its sole discretion,
when it finds that a waiver would be in the best interest of the Company,
waive in whole or in part any or all remaining restrictions with respect to
such participant's shares of Restricted Stock.
(v) Notwithstanding the foregoing, in the event of the sale by the
Company of substantially all of its assets and the consequent
discontinuance of its business, or in the event of a merger, exchange,
consolidation or liquidation of the Company, the Board shall, in its sole
discretion, in connection with the Board's adoption of the plan for sale,
merger,
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<PAGE>
exchange, consolidation or liquidation, provide for one or more of
the following with respect to Restricted Stock Awards that are, on such
date, still subject to a Restriction Period: (i) the removal of the
restrictions on any or all outstanding Restricted Stock Awards; (ii) the
complete termination of this Plan and forfeiture of outstanding Restricted
Stock Awards prior to a date specified by the Board; and (iii) the
continuance of the Plan with respect to the Restricted Stock Award which
were outstanding as of the date of adoption by the Board of such plan for
sale, merger, exchange, consolidation or liquidation and provide to
participants holding Restricted Stock Awards the right to an equivalent
number of restricted shares of stock of the corporation succeeding the
Company by reason of such sale, merger, exchange, consolidation or
liquidation. The grant of a Restricted Stock Award pursuant to the Plan
shall not limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, exchange or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.
SECTION 8. Deferred Stock Awards.
---------------------
(a) Administration. Deferred Stock may be awarded either alone or in addition
to other awards granted under the Plan. The Committee shall determine the
officers, key employees, members of the Board of Directors and Consultants of
the Company and Subsidiaries to whom and the time or times at which Deferred
Stock shall be awarded, the number of Shares of Deferred Stock to be awarded to
any participant or group of participants, the duration of the period (the
"Deferral Period") during which, and the conditions under which, receipt of the
Stock will be deferred, and the terms and conditions of the award in addition to
those contained in paragraph (b) of this Section 8. The Committee may also
condition the grant of Deferred Stock upon the attainment of specified
performance goals. The provisions of Deferred Stock awards need not be the same
with respect to each recipient.
(b) Terms and Conditions.
--------------------
(i) Subject to the provisions of this Plan and the award agreement,
Deferred Stock awards may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Deferral Period. In no event shall the
Deferral Period be less than one (1) year. At the expiration of the
Deferral Period (or Elective Deferral Period, where applicable), share
certificates shall be delivered to the participant, or his legal
representative, in a number equal to the shares covered by the Deferred
Stock award.
(ii) Amounts equal to any dividends declared during the Deferral Period
with respect to the number of shares covered by a Deferred Stock award will
be paid to the participant currently or deferred and deemed to be
reinvested in additional Deferred Stock or otherwise reinvested, all as
determined at the time of the award by the Committee, in its sole
discretion.
(iii) Subject to the provisions of the award agreement and paragraph
(b)(iv) of this Section 8, upon termination of employment for any reason
during the Deferral Period for a given award, the Deferred Stock in
question shall be forfeited by the participant.
14
<PAGE>
(iv) In the event of special hardship circumstances of a participant
whose employment is terminated (other than for Cause) including death,
Disability or Retirement, or in the event of an unforeseeable emergency of
a participant still in service, the Committee may, in its sole discretion,
when it finds that a waiver would be in the best interest of the Company,
waive in whole or in part any or all of the remaining deferral limitations
imposed hereunder with respect to any or all of the participant's Deferred
Stock.
(v) A participant may elect to further defer receipt of the award for a
specified period or until a specified event (the "Elective Deferral
Period"), subject in each case to the Committee's approval and to such
terms as are determined by the Committee, all in its sole discretion.
Subject to any exceptions adopted by the Committee, such election must
generally be made prior to completion of one half of the Deferral Period
for a Deferred Stock award (or for an installment of such an award).
(vi) Each award shall be confirmed by, and subject to the terms of, a
Deferred Stock agreement executed by the Company and the participant.
SECTION 9. Transfer, Leave of Absence, etc.
-------------------------------
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer of an employee from the Company to a Parent Corporation or
Subsidiary, or from a Parent Corporation or Subsidiary to the Company, or from
one Subsidiary to another;
(b) a leave of absence, approved in writing by the Committee, for military
service or sickness, or for any other purpose approved by the Company if the
period of such leave does not exceed ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion); and
(c) a leave of absence in excess of ninety (90) days, approved in writing by
the Committee, but only if the employee's right to reemployment is guaranteed
either by a statute or by contract, and provided that, in the case of any leave
of absence, the employee returns to work within 30 days after the end of such
leave.
SECTION 10. Amendments and Termination.
--------------------------
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option, Restricted Stock or other
Stock-based award theretofore granted, without the optionee's or participant's
consent, or (ii) which without the approval of the stockholders of the Company
would cause the Plan to no longer comply with Rule 16b-3 under the Securities
Exchange Act of 1934, Section 422 of the Code or any other regulatory
requirements.
15
<PAGE>
The Committee may amend the terms of any award or option theretofore granted,
prospectively or retroactively to the extent such amendment is consistent with
the terms of this Plan, but no such amendment shall impair the rights of any
holder without his or her consent except to the extent authorized under the
Plan. The Committee may also substitute new Stock Options for previously
granted options, including previously granted options having higher option
prices.
SECTION 11. Unfunded Status of Plan.
-----------------------
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.
SECTION 12. General Provisions.
------------------
(a) The Committee may require each person purchasing shares pursuant to a
Stock Option under the Plan to represent to and agree with the Company in
writing that the optionee is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Stock delivered under the Plan pursuant to any
Restricted Stock, Deferred Stock or other Stock-based awards shall be subject to
such stock-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Stock is then listed,
and any applicable Federal or state securities laws, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
(b) Subject to paragraph (d) below, recipients of Restricted Stock, Deferred
Stock and other Stock-based awards under the Plan (other than Stock Options) are
not required to make any payment or provide consideration other than the
rendering of services.
(c) Nothing contained in this Plan shall prevent the Board of Directors from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any employee of the Company or any Subsidiary any
right to continued employment with the Company or a Subsidiary, as the case may
be, nor shall it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any time.
16
<PAGE>
(d) Each participant shall, no later than the date as of which any part of the
value of an award first becomes includible as compensation in the gross income
of the participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements and the Company and Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant. With respect to any award
under the Plan, if the terms of such award so permit, a participant may elect by
written notice to the Company to satisfy part or all of the withholding tax
requirements associated with the award by (i) authorizing the Company to retain
from the number of shares of Stock that would otherwise be deliverable to the
participant, or (ii) delivering to the Company from shares of Stock already
owned by the participant, that number of shares having an aggregate Fair Market
Value equal to part or all of the tax payable by the participant under this
Section 12(d). Any such election shall be in accordance with, and subject to,
applicable tax and securities laws, regulations and rulings.
(e) At the time of grant, the Committee may provide in connection with any
grant made under this Plan that the shares of Stock received as a result of such
grant shall be subject to a repurchase right in favor of the Company, pursuant
to which the participant shall be required to offer to the Company upon
termination of employment for any reason any shares that the participant
acquired under the Plan, with the price being the then Fair Market Value of the
Stock or, in the case of a termination for Cause, an amount equal to the cash
consideration paid for the Stock, subject to such other terms and conditions as
the Committee may specify at the time of grant. The Committee may, at the time
of the grant of an award under the Plan, provide the Company with the right to
repurchase, or require the forfeiture of, shares of Stock acquired pursuant to
the Plan by any participant who, at any time within two years after termination
of employment with the Company, directly or indirectly competes with, or is
employed by a competitor of, the Company.
(f) The reinvestment of dividends in additional Restricted Stock (or in
Deferred Stock or other types of Plan awards) at the time of any dividend
payment shall only be permissible if the Committee (or the Company's chief
financial officer) certifies in writing that under Section 3 sufficient shares
are available for such reinvestment (taking into account then outstanding Stock
Options and other Plan awards).
17
<PAGE>
EXHIBIT 5.1
December 3, 1997
Urologix, Inc.
14405 21st Avenue North
Minneapolis, MN 55447
Re: Opinion of Counsel as to Legality of 400,000 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 400,000 shares of Common Stock, $.01 par
value, of Urologix, Inc. (the "Company") offered to officers, directors,
employees and consultants 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 400,000 shares of Common Stock to be offered to
officers, directors, employees and consultants 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,
/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 8, 1997
included in the Urologix, Inc. Definitive Prospectus dated November 12, 1997,
included in its Form S-3 Registration Statement dated November 10, 1997 (File
No. 333-38053) and included in the Urologix, Inc. Annual Report on Form 10-K for
the fiscal year ended June 30, 1997, and to all references to our Firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
December 1, 1997
