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As filed with the Securities and Exchange Commission on September 12, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENDOSONICS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 68-0028500
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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2870 KILGORE ROAD
RANCHO CORDOVA, CALIFORNIA 95670
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
ENDOSONICS CORPORATION
1998 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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JEFFREY L. ELDER COPY TO:
CHIEF FINANCIAL OFFICER MICHAEL W. HALL, ESQ.
ENDOSONICS CORPORATION LATHAM & WATKINS
2870 KILGORE ROAD 135 COMMONWEALTH DRIVE
RANCHO CORDOVA, CALIFORNIA 95670 MENLO PARK, CALIFORNIA 94025
(916) 638-8008 (650) 328-4600
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT OF PROPOSED PROPOSED AMOUNT OF
REGISTERED SHARES TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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COMMON STOCK, $0.001 PAR VALUE 500,000(1) $10.83(2) $5,415,000(3) $1,430.00
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(1) EndoSonics Corporation (the "Registrant") previously registered an aggregate
of 1,250,000 shares of its Common Stock under its 1998 Stock Option Plan
with the Securities and Exchange Commission on August 6, 1998 and January
28, 2000. This amount covers 500,000 additional shares available for
issuance under the 1998 Stock Option Plan, as amended.
(2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of calculating the
registration fee, based on the average of the high and low sale prices of
the Common Stock as reported on the Nasdaq National Market on September 6,
2000.
(3) Estimated in accordance with Rule 457(c) of the Securities Act solely for
the purpose of calculating the registration fee.
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REGISTRATION OF ADDITIONAL SECURITIES
By a registration statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on August 6, 1998, Registration File No.
333-60827 (the "First Registration Statement") and January 28, 2000,
Registration File No. 333-95639 (the "Second Registration Statement"), the
Registrant previously registered an aggregate of 1,250,000 shares of its Common
Stock reserved for issuance from time to time in connection with the EndoSonics
Corporation 1998 Stock Option Plan (the "1998 Stock Option Plan"). On February
7, 2000, the Registrant's Board of Directors authorized the amendment of the
1998 Stock Option Plan to increase the number of shares of Common Stock issuable
thereunder by 500,000 shares to a total of 1,750,000 shares, which amendment was
approved by the Registrant's stockholders on June 22, 2000. The Registrant is
hereby registering an additional 500,000 shares of Common Stock issuable under
the 1998 Stock Option Plan, none of which have been issued as of the date of
this Registration Statement. The contents of the First Registration Statement
and the Second Registration Statement are incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Rancho Cordova, State of California, on this 11th day
of September, 2000.
ENDOSONICS CORPORATION
By: /s/ JEFFREY L. ELDER
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Jeffrey L. Elder
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Reinhard J. Warnking and Jeffrey L.
Elder, jointly and severally, his or her attorneys-in-fact and agents, each with
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature Title Date
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/s/ REINHARD J. WARNKING President, Chief Executive Officer and September 11, 2000
----------------------------- Director (Principal Executive Officer)
Reinhard J. Warnking
/s/ JEFFREY L. ELDER Senior Vice President and Chief Financial September 11, 2000
----------------------------- Officer (Principal Financial Officer)
Jeffrey L. Elder
/s/ KATHLEEN E. REDD Vice President and Corporate Controller September 11, 2000
----------------------------- (Principal Accounting Officer)
Kathleen E. Redd
/s/ JULIE A. BROOKS Director September 11, 2000
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Julie A. Brooks
/s/ THOMAS J. CABLE Director September 11, 2000
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Thomas J. Cable
/s/ DALE CONRAD Director September 11, 2000
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Dale Conrad
/s/ JAKOB STAPFER Director September 11, 2000
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Jakob Stapfer
/s/ GREGG W. STONE Director September 11, 2000
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Gregg W. Stone
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/s/ W. MICHAEL WRIGHT Director September 11, 2000
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W. Michael Wright
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INDEX TO EXHIBITS
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EXHIBIT
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5.1 Opinion of Latham & Watkins as to the legality of the shares being
registered.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (included on the signature page to this Registration
Statement).
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