<PAGE>
As filed with the Securities and Exchange Commission on January 12, 2001
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)
____________________________
Christopher R. Geyen
Vice President, Chief Financial Officer Copy to:
Secretary and Treasurer Thomas G. Lovett IV, Esq.
Urologix, Inc. Lindquist & Vennum P.L.L.P
14405 21st Avenue North 4200 IDS Center
Minneapolis, MN 55447 80 South Eighth Street
(763) 475-1400 Minneapolis, MN 55402
(Name, address, including zip code and (612) 371-3211
telephone number of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Amount Proposed Proposed Amount
Each Class of to be Maximum Offering Maximum of Registration
Securities to be Registered Registered Price Aggregate Fee(1)
Per Share(1) Offering Price(1)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value 500,000 $14.75 $7,375,000 $1,843.75
$0.01 per share
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h). Pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended, the registration fee has been calculated based
upon the last reported sales price of the Company's common stock on
January 8, 2001
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 Registration
Statement on Form S-8 (File No. 333-41385) was filed with the Securities and
Exchange Commission on December 3, 1997 covering the registration of an
additional 400,000 shares authorized under the Plan and a Registration Statement
on Form S-8 (File No. 333-84869) was filed with the Securities and Exchange
Commission on August 10, 1999 covering the registration of an additional 500,000
shares authorized under the Plan, as well as other stock issuances. Pursuant to
General Instruction E of Form S-8 and Rule 429, this Registration Statement is
being filed to register an additional 500,000 shares authorized under the Plan.
An amendment to the Plan to increase the reserved and authorized number of
shares under the Plan by 500,000 was authorized by the Company's Board of
Directors on September 12, 2000 and such amendment was approved by the Company's
shareholders on November 14, 2000. This Registration Statement should also be
considered a post-effective amendment to the prior Registration Statements. The
contents of these prior Registration Statements are incorporated herein by
reference.
<PAGE>
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of
Form S-8 is not filed as a part of this Registration Statement.
<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:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000.
(b) The Company's Definitive Proxy Statement dated October 6, 2000 for the
Annual Meeting of Shareholders held on November 14, 2000.
(c) The Company's Current Report on Form 8-K filed on October 11, 2000,
as amended by the Company's Amended Current Report on Form 8-K/A filed
on November 22, 2000.
(d) The Company's Quarterly Report filed on Form 10-Q for the three months
ended September 30, 2000
All documents subsequently filed by us 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 these documents.
Item 4. Description of Securities.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
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
particular liabilities and expenses incurred in connection with the action,
suit or proceeding, except where these people have not acted in good faith
or did not reasonably believe that the conduct was in our best interests.
Insofar as indemnification to the Company's directors, officers or other
persons controlling the Company for liabilities arising under the
Securities Act of 1933, as amended, may be permitted under the provisions
of the Company's Bylaws and the statutes of the State of Minnesota, the
Company has been informed by the Securities and Exchange Commission, that
this type of indemnification is against public policy and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
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 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
<PAGE>
23.3 Consent of Ernst & Young, 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 Securities and Exchange 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 the 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 post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of 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
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification to directors, officers, and controlling persons
of the registrant for liabilities arising under the Securities Act of 1933
may be permitted pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission this type of indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against these 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 a 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 the indemnification by us is against
public policy as expressed in the Act and will be governed by the final
adjudication of the issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe that we meet all of the requirements
for filing on Form S-8 and we have authorized the undersigned to sign this
registration statement on our behalf, in the City of Minneapolis, State of
Minnesota, on January 12, 2001.
UROLOGIX, INC.
By /s/ Michael M. Selzer, Jr.
---------------------------------------
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Urologix, Inc., hereby constitute
and appoint Michael M. Selzer, Jr. and Christopher R. Geyen, or either of
them, with power to act one without the other, our true and lawfulattorney-
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 January 12, 2001 by
the following persons in the capacities indicated.
<PAGE>
Signature Title
--------- -----
/s/ Mitchell Dann Chairman of the Board
-------------------------
Mitchell Dann
/s/ Michael M. Selzer, Jr. Director, President and Chief
------------------------- Executive Officer (principal
Michael M. Selzer, Jr. executive officer)
/s/ Christopher R. Geyen Vice President, Chief Financial
------------------------- Officer, Secretary and Treasurer
Christopher R. Geyen (principal accounting officer)
/s/ Richard R. Randall Director
-------------------------
Richard R. Randall
/s/ Paul A. LaViolette Director
-------------------------
Paul A. LaViolette
/s/ Eric J. Simon Director
------------------------
Eric J. Simon
/s/ David C. Utz, M.D. Director
------------------------
David C. Utz, M.D.
/s/ Bobby I. Griffin Director
------------------------
Bobby I. Griffin
/s/ Susan Bartlett Foote Director
------------------------
Susan Bartlett Foote
