<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1997
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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AVECOR CARDIOVASCULAR INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1695729
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7611 NORTHLAND DRIVE 55428
MINNEAPOLIS, MINNESOTA (Zip Code)
(Address of Principal Executive Offices)
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1991 STOCK INCENTIVE PLAN
(Full title of the plan)
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Gregory J. Melsen
Chief Financial Officer
7611 Northland Drive
Minneapolis, Minnesota 55428
(Name and address of agent for service)
(612) 391-9000
(Telephone number, including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER SHARE(2) PRICE(2)
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<S> <C> <C> <C> <C>
Common Stock, par 300,000 shares $10.875 $3,262,500 $993.64
value $.01 per
share (3)........
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</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, (the "Securities Act") this Registration Statement includes
an indeterminate number of additional shares as may be issuable as a
result of anti-dilution provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act on the basis of the average between the high and low
reported sales prices of the Registrant's Common Stock on June 6,
1997, as reported by the Nasdaq National Market.
(3) Each share of Common Stock includes one Preferred Stock Purchase
Right.
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<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
----------------
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 300,000 shares of Common Stock, $.01 par value per
share, of AVECOR Cardiovascular Inc. (the "Company") to be issued pursuant to
the Company's 1991 Stock Incentive Plan (the "Plan"), bringing the total number
of shares issuable thereunder and registered under the Securities Act of 1933 to
1,050,000. Pursuant to Instruction E of Form S-8, the contents of the
Registration Statement on Form S-8, dated November 27, 1992 (Reg. No. 33-55166)
which was previously filed with the Securities and Exchange Commission relating
to the Plan are incorporated herein by reference.
ITEM 8. EXHIBITS.
4.1 Second Restated Articles of Incorporation of the Company, as amended
July 3, 1996 (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File
No. 0-21330)).
4.2 Bylaws of the Company, as amended May 3, 1996 (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 (File No. 0-21330)).
4.3 Specimen form of the Company's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996 (File No. 0-21330)).
4.4 Certificate of Designation, Preferences and Rights of the Company's
Series A Junior Preferred Stock (included in Exhibit 4.1).
4.5 Rights Agreement dated June 26, 1996 between the Company and
Norwest Bank Minnesota, N.A., which includes the form of Rights
Certificate as Exhibit B (incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K dated June 26, 1996 (File No.
0-21330)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P (filed herewith electronically).
24.1 Power of Attorney (included on page II-2 of this Registration
Statement).
II-1
<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 Brooklyn Park, State of Minnesota, on June 12, 1997.
AVECOR CARDIOVASCULAR INC.
By: /s/ Anthony Badolato
-----------------------------------
Anthony Badolato
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Anthony Badolato and Gregory J. Melsen, and each of
them, as his or her true and lawful attorney-in-fact and agent, each with full
powers of substitution and re-substitution, for him and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, 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 requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 12, 1997 by the following persons
in the capacities indicated.
/s/ Anthony Badolato Chief Executive Officer (Principal
- ----------------------------------- Executive Officer) and Director
Anthony Badolato
/s/ Gregory J. Melsen Vice President - Finance, Treasurer and
- ----------------------------------- Chief Financial Officer (Principal
Gregory J. Melsen Financial and Accounting Officer)
/s/ Edward E. Strickland Director
- -----------------------------------
Edward E. Strickland
/s/ David W. Stassen Director
- -----------------------------------
David W. Stassen
Director
- -----------------------------------
J. Gordon Wright
II-2
<PAGE>
AVECOR CARDIOVASCULAR INC.
REGISTRATION STATEMENT
ON FORM S-8
INDEX TO EXHIBITS
-----------------
Item
No. Description Method of Filing
- --- ----------- ----------------
4.1 Second Restated Articles of
Incorporation of the Company,
as amended July 3, 1996. . . . . Incorporated by reference to
Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996
(File No. 0-21330).
4.2 Bylaws of the Company, as
amended May 3, 1996. . . . . . . Incorporated by reference to
Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996
(File No. 0-21330).
4.3 Specimen form of the Company's
Common Stock Certificate . . . . Incorporated by reference to
Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for
the quarter ended September 30,
1996 (File No. 0-21330).
4.4 Certificate of Designation,
Preferences and Rights of the
Company's Series A Junior
Preferred Stock . . . . . . . . Included in Exhibit 4.1.
4.5 Rights Agreement dated
June 26, 1996 between the
Company and Norwest Bank
Minnesota, N.A., which includes
the form of Rights Certificate
as Exhibit B . . . . . . . . . . Incorporated by reference to
Exhibit 4.1 to the Company's
Current Report on Form 8-K dated
June 26, 1996 (File No. 0-21330).
5.1 Opinion and Consent of
Oppenheimer Wolff & Donnelly . . Filed herewith electronically.
23.1 Consent of Oppenheimer
Wolff & Donnelly . . . . . . . . Included in Exhibit 5.1.
23.2 Consent of Coopers & Lybrand
L.L.P. . . . . . . . . . . . . . Filed herewith electronically.
24.1 Power of Attorney. . . . . . . . Included on page II-2 of this
Registration Statement.
E-1
<PAGE>
EXHIBIT 5.1
June 12, 1997
Board of Directors
AVECOR Cardiovascular Inc.
7611 Northland Drive
Minneapolis, MN 55428
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to AVECOR Cardiovascular Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 300,000
shares of the Company's Common Stock, $.01 par value, including certain
Preferred Stock Purchase Rights attached thereto (the "Shares"), issuable under
the Company's 1991 Stock Incentive Plan (the "Plan"), pursuant to the Company's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on June 12, 1997 (the "Registration Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.
In connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
2. The Shares have been duly authorized and, when issued, delivered and paid
for in accordance with the Plan as set forth in the Registration Statement,
will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Minnesota and the federal law of the United States of America, and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
<PAGE>
Board of Directors
AVECOR Cardiovascular Inc.
June 12, 1997
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY
OPPENHEIMER WOLFF & DONNELLY
Plaza VII
45 South Seventh Street
Suite 3400
Minneapolis, MN 55402
<PAGE>
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this registration statement of
AVECOR Cardiovascular Inc. on Form S-8 of our reports dated March 6, 1997, on
our audits of the consolidated financial statements and related financial
statement schedule of AVECOR Cardiovascular Inc. as of December 31, 1996 and
1995, and for the years ended December 31, 1996, 1995 and 1994, which reports
are included or incorporated by reference in AVECOR Cardiovascular Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
June 12, 1997
