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As filed with the Securities and Exchange Commission on August 16, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
GENERAL SURGICAL INNOVATIONS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 97-3170244
(State of incorporation) (I.R.S. Employer Identification No.)
3172A PORTER DRIVE
PALO ALTO, CA 94304
(Address of principal executive offices)
_______________________
1996 EMPLOYEE STOCK PURCHASE PLAN
1992 INCENTIVE STOCK OPTION PLAN
1995 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
_______________________
RODERICK A. YOUNG
PRESIDENT & CHIEF EXECUTIVE OFFICER
GENERAL SURGICAL INNOVATIONS, INC.
3172A PORTER DRIVE
PALO ALTO, CA 94304
(415) 812-9730
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Maribeth T. Younger
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 10 Pages
Exhibit Index on Page 8
(Calculation of Registration Fee on following page)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Maximum Maximum Maximum of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
1996 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$0.001 par value. . . . 2,226 Shares $14.25(2) $ 31,720.50 $ 10.94
(issued)
Common Stock,
$0.001 par value. . . . 272,317 Shares $ 9.74(3) $ 2,652,367.68 $ 914.61
(unissued)
1992 INCENTIVE STOCK OPTION PLAN
Common Stock,
$0.001 par value. . . . 1,003,713 Shares $ 1.13(4) $ 1,134,195.69 $ 391.10
(issued)
Common Stock,
$0.001 par value. . . . 613,277 Shares $10.25(5) $ 6,286,089.25 $2,167.62
(unissued)
1995 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$0.001 par value. . . . 82,363 Shares $ 2.00(4) $ 164,726 $ 56.80
(issued)
Common Stock,
$0.001 par value. . . . 82,363 Shares $10.25(5) $ 844,220.75 $ 291.11
(unissued)
TOTAL 2,056,259 Shares $11,113,320 $3,832.18
</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. Computation is based on
the per share price on the date of purchase multiplied by 95%, which is the
percentage of the trading purchase price applicable to purchases under the
referenced Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "SECURITIES ACT") solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The Nasdaq National
Market on August 13, 1996, multiplied by 95%, which is the percentage of
the trading purchase price applicable to purchases under the referenced
Plan.
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(4) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. Computation based on the
weighted average per share exercise price (rounded to nearest cent) of
outstanding options under the referenced plan, the shares issuable under
which are registered hereby.
(5) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the Common Stock as reported on the Nasdaq National Market on
August 13, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "COMMISSION") are hereby incorporated by reference:
(a) The Registrant's Prospectus filed on May 10, 1996 pursuant to Rule
424(b)(4) of the Securities Act, which contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.
(b) Not Applicable.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1933 (the "EXCHANGE ACT") on May 3,
1996, including any amendment or report filed for the purpose of updating such
description.
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 in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the shares will be passed upon by
Venture Law Group, a Professional Corporation, Menlo Park, California. As of
the date of this filing, certain attorneys of Venture Law Group beneficially own
an aggregate of 28,733 shares of the Registrant's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation limit the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California Corporations Code. 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.
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Exhibit
Number
- --------
4.1* 1996 Employee Stock Purchase Plan
4.2* 1992 Incentive Stock Option Plan
4.3* 1995 Directors' Stock Option Plan
5.1 Opinion of Venture Law Group, a Professional
Corporation (see p. 10).
23.1 Consent of Venture Law Group, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Independent Accountants (see p. 8).
24.1 Powers of Attorney (see p. 7).
_______________
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Registration No. 333-002774), declared effective on May
9, 1996.
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Item 9. UNDERTAKINGS.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) that, for purposes 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 the
termination of the offering.
The undersigned 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 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 such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the 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 indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, GENERAL SURGICAL INNOVATIONS, INC., a corporation organized and
existing under the laws of the State of California, 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 Palo Alto, State of California, on this August 16, 1996.
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ Roderick A. Young
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Roderick A. Young
President & Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. Young and Stephen J. Bonelli,
jointly and severally, his or her attorneys-in-fact and agents, each with the
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-facts 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/ Roderick A. Young President, Chief Executive Officer
- ----------------------------- and Director (Principal Executive August 16, 1996
Roderick A. Young Officer)
/s/ Stephen J. Bonelli Vice President of Finance and Chief
- ----------------------------- Financial Officer (Principal August 16, 1996
Stephen J. Bonelli Financial and Accounting Officer)
/s/ Thomas J. Fogarty, M.D.
- ----------------------------- Chairman and Director August 16, 1996
Thomas J. Fogarty, M.D.
/s/ Dave Chonette
- ----------------------------- Director August 16, 1996
Dave Chonette
/s/ Paul Goeld
- ----------------------------- Director August 16, 1996
Paul Goeld
/s/ Mark A. Wan
- ----------------------------- Director August 16, 1996
Mark A. Wan
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT PAGE
NUMBER NO.
4.1* 1996 Employee Stock Purchase Plan --
4.2* 1992 Incentive Stock Option Plan --
4.3* 1995 Directors' Stock Option Plan --
5.1 Opinion of Venture Law Group, a
Professional Corporation 9
23.1 Consent of Venture Law Group, a
Professional Corporation 9
(included in Exhibit 5.1).
23.2 Consent of Independent Accountants
(see p. 8). 8
24.1 Powers of Attorney (see p. 7). 7
_______________
* Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Registration No. 333-002774), declared effective on
May 9, 1996.
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EXHIBIT 5.1
[LETTERHEAD]
August 15, 1996
General Surgical Innovations, Inc.
3172A Porter Drive
Palo Alto, CA 94304
REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "REGISTRATION
STATEMENT") filed by you with the Securities and Exchange Commission (the
"COMMISSION") on August 16, 1996 in connection with the registration under
the Securities Act of 1933, as amended, of a total of 2,056,259 shares of
your Common Stock (the "SHARES") reserved for issuance under the General
Surgical Innovations, Inc. 1992 Incentive Stock Option Plan, the 1995
Director Stock Option Plan and the 1996 Employee Stock Purchase Plan. As your
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the
manner described in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement, including the Prospectus constituting a part
thereof, and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 file number _______, of our report dated April 12, 1996, on our
audits of the consolidated financial statements and financial statement of
schedule of GENERAL SURGICAL INNOVATIONS, INC. as of June 30, 1994 and 1995,
and for each of the years in the three-year period ended June 30, 1996, which
report appears in the registration statement on Form S-1 (SEC file number
333-2774) of General Surgical Innovations, Inc. filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933.
San Jose, California
August 13, 1996
