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As filed with the Securities and Exchange Commission on January 28, 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 PLANS)
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COPY TO:
KATHLEEN E. REDD MICHAEL W. HALL, ESQ.
ACTING CHIEF FINANCIAL OFFICER LATHAM & WATKINS
ENDOSONICS CORPORATION 135 COMMONWEALTH DRIVE
2870 KILGORE ROAD MENLO PARK, CALIFORNIA 94025
RANCHO CORDOVA, CALIFORNIA 95670 (650) 328-4600
(916) 638-8008
(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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PROPOSED PROPOSED
AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE SHARES TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, $0.001 PAR VALUE 500,000(1) $4.98(2) $2,490,000.00(3) $658.00
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(1) EndoSonics Corporation (the "Registrant") previously registered 750,000
shares of its Common Stock under its 1998 Stock Option Plan with the
Securities and Exchange Commission on August 6, 1998. 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 January 26,
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"), the Registrant previously
registered 750,000 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"). In February of 1999, 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 1,250,000 shares, which amendment was approved by the Registrant's
stockholders on June 10, 1999. 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 are incorporated by
reference herein.
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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
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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.
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Signature Title Date
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<S> <C> <C>
/s/ REINHARD J. WARNKING President, Chief Executive Officer and January 28, 2000
- ----------------------------------- Director (Principal Executive Officer)
Reinhard J. Warnking
/s/ KATHLEEN E. REDD Acting Chief Financial Officer January 28, 2000
- ----------------------------------- (Principal Financial and Accounting
Kathleen E. Redd 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
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ GREGG W. STONE Director January 28, 2000
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Gregg W. Stone
/s/ W. MICHAEL WRIGHT Director January 28, 2000
- -----------------------------------
W. Michael Wright
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INDEX TO EXHIBITS
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EXHIBIT
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<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).
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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 an additional 500,000 shares of common stock, par value
$0.001 per share (the "Shares"), to be sold by EndoSonics Corporation (the
"Company") under its 1998 Stock Option Plan, as amended (the "Plan"). 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 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
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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 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 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
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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 EndoSonics Corporation 1998 Stock Option 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
Sacramento, California
January 26, 2000
