<PAGE> 1
As filed with the Securities and Exchange Commission on January 28, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
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.)
------------------
2870 KILGORE ROAD
RANCHO CORDOVA, CALIFORNIA 95670
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
NONSTATUTORY STOCK OPTION AGREEMENT BETWEEN
ROBRECHT L.W. MICHIELS AND ENDOSONICS CORPORATION
MICROSOUND CORPORATION 1997 STOCK PLAN
(FULL TITLE OF THE PLANS)
------------------
KATHLEEN E. REDD COPY TO:
ACTING 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)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED SHARE PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPTION GRANT TO ROBRECHT L.W. MICHIELS
COMMON STOCK, $0.001 PAR VALUE 40,000 $3.50(1) $140,000.00(2) $37.00
- ------------------------------------------------------------------------------------------------------------------------------------
MICROSOUND CORPORATION 1997 STOCK PLAN
COMMON STOCK, $0.001 PAR VALUE 167,500(3) $1.86(4) $311,550.00(2) $83.00
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 207,500 $451,550.00 $120.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of calculating the
registration fee, based on the exercise price per share of $3.50 as to an
outstanding option to purchase 40,000 shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) of the Securities Act solely for
the purpose of calculating the registration fee.
(3) 167,500 shares of Common Stock issuable under the MicroSound Corporation
1997 Stock Plan, which plan was assumed by EndoSonics Corporation (the
"Registrant") pursuant to a merger of its subsidiary, MicroSound
Corporation, into Registrant on September 29, 1998, are being newly
registered hereunder. Following the merger, each option to purchase a
share of common stock of MicroSound Corporation became an option to
purchase a share of Common Stock of Registrant.
<PAGE> 2
(4) Estimated in accordance with Rule 457(h) under the Securities Act for the
purpose of calculating the registration fee, based on the weighted average
exercise price per share of $1.86 as to outstanding options to purchase an
aggregate of 167,500 shares of Common Stock.
================================================================================
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and information heretofore filed with the
Commission hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ending March 31, 1999, June 30, 1999 and September 30,
1999;
(c) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year covered by the audited
financial statements described in (a) above;
(d) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed with the
Commission on February 21, 1992 pursuant to Section 12 of the Exchange
Act, including any subsequently filed amendments and reports updating
such description.
In addition to the foregoing documents, all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") gives Delaware corporations broad powers to indemnify their present and
former directors and officers against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with threatened, pending or completed actions, suits or
proceedings to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and permits a corporation to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or otherwise.
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of his or her fiduciary duty to care to the fullest extent permissible
under the DGCL. The Bylaws of the Registrant further provide for indemnification
of corporate agents to the maximum extent permitted by the DGCL. In addition,
the Registrant has entered into Indemnification Agreements with its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits on page 6.
ITEM 9. UNDERTAKINGS
(a) The 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, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Exchange Act that are incorporated by
reference in this registration statement.
2
<PAGE> 5
(2) That, for the purpose of determining any liability under the
Securities Act, 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
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for 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 in connection 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 Securities Act and will be governed by the final
adjudication of such issue.
3
<PAGE> 6
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 Rancho Cordova, State of California, on this 28th day
of January, 2000.
ENDOSONICS CORPORATION
By: /s/ KATHLEEN E. REDD
-----------------------------------
Kathleen E. Redd
Acting 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 Kathleen E.
Redd, 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ REINHARD J. WARNKING President, Chief Executive Officer and January 28, 2000
- -----------------------------
Reinhard J. Warnking Director (Principal Executive Officer)
/s/ KATHLEEN E. REDD Acting Chief Financial Officer January 28, 2000
- -----------------------------
Kathleen E. Redd (Principal Financial and Accounting
Officer)
/s/ JULIE A. BROOKS Director January 28, 2000
- -----------------------------
Julie A. Brooks
/s/ THOMAS J. CABLE Director January 28, 2000
- -----------------------------
Thomas J. Cable
/s/ DALE CONRAD Director January 28, 2000
- -----------------------------
Dale Conrad
/s/ JAKOB STAPFER Director January 28, 2000
- -----------------------------
Jakob Stapfer
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Director January 28, 2000
/s/ GREGG W. STONE
- -----------------------------
Gregg W. Stone
/s/ W. MICHAEL WRIGHT Director January 28, 2000
- -----------------------------
W. Michael Wright
</TABLE>
5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
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).
</TABLE>
6
<PAGE> 1
EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
January 28, 2000
EndoSonics Corporation
2879 Kilgore Road
Rancho Cordova, California 95670
Re: EndoSonics Corporation Common Stock
par value $0.001 Per Share
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), which you intend to file with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 40,000 shares of common stock, par value $0.001 per
share (the "Common Stock") to be sold to by EndoSonics Corporation (the
"Company") to Robrecht L.W. Michiels pursuant to that certain Nonstatutory
Stock Option Agreement between Robrecht L.W. Michiels and the Company, dated as
of November 8, 1999 (the "Stock Option Agreement"), and 167,500 shares of Common
Stock to be sold by the Company pursuant to the MicroSound Corporation 1997
Stock Plan (the "Plan") (collectively, the "Shares"). We have acted as counsel
to the Company in connection with the preparation of the Registration Statement.
In our capacity as such counsel, we are familiar with the proceedings
undertaken and to be undertaken by the Company in connection with the
authorization, issuance and sale of the Shares. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals (or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals) or such documents, corporate records and
other instruments, and have obtained from officers of the Company and agents
thereof such certificates and other representations and assurances, as we have
deemed necessary or appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the legal
capacity of natural persons executing such documents and the authenticity and
conformity to original documents of documents submitted to us as certified or
photostatic copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect
<PAGE> 2
thereon, of the laws of any other jurisdiction or, in the case of Delaware, any
other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.
Subject to the foregoing and the other qualifications set forth herein,
it is our opinion that, as of the date hereof, based on the foregoing and the
proceedings to be taken by the Company as referred to above, we are of the
opinion that the Shares have been duly authorized, and upon the exercise of
options granted to pursuant to the Plan or Stock Option Agreement, and the
issuance and sale of the Shares, each in the manner contemplated by the
Registration Statement, and each in accordance with the terms of the Plan or
Stock Option Agreement, and upon the issuance of Shares and payment therefor of
legal consideration in excess of the aggregate par value share of the Shares
issued, such Shares will be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
----------------------------------------
LATHAM & WATKINS
2
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Nonstatutory Stock Option Agreement Between Robrecht L.W.
Michiels and EndoSonics Corporation and the MicroSound Corporation 1997 Stock
Plan of our report dated February 16, 1999 with respect to the consolidated
financial statements and schedule of EndoSonics Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
----------------------------------
ERNST & YOUNG LLP
Sacramento, California
January 26, 2000
