<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-44791
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO.1
TO
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.)
10460 BUBB ROAD
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices)
_______________________
1992 STOCK OPTION PLAN
(Full title of the Plan)
_______________________
RODERICK A. YOUNG
CHIEF EXECUTIVE OFFICER
GENERAL SURGICAL INNOVATIONS, INC.
10460 BUBB ROAD
CUPERTINO, CALIFORNIA 95014
(408) 863-2500
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Laurel Finch
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
<PAGE>
The Registrant hereby withdraws from registration 98,905 shares of its
Common Stock out of a total of 998,905 shares of its Common Stock previously
registered pursuant to this Registration Statement (No. 333-44791). The purpose
of this amendment is to correct the total number of shares being registered,
which was mistakenly overstated in the previously filed Registration Statement.
<PAGE>
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 Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cupertino, State of California, on
this 30 day of June, 1998.
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ Stephen J. Bonelli
----------------------------------
Stephen J. Bonelli
Vice President of Finance
and Administration
and Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the 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* Chief Executive Officer and Chairman
- ----------------------------- of the Board of Directors (Principal June 30, 1998
Roderick A. Young Executive Officer)
/s/ Gregory D. Casciaro* President, Chief Operating Officer
- ----------------------------- and Director June 30, 1998
Gregory D. Casciaro
/s/ Stephen J. Bonelli Vice President of Finance and
- ----------------------------- Administration and Chief Financial June 30, 1998
Stephen J. Bonelli Officer (Principal Financial and
Accounting Officer)
/s/ Thomas J. Fogarty, M.D.*
- ----------------------------- Director June 30, 1998
Thomas J. Fogarty, M.D.
/s/ Dave Chonette*
- ----------------------------- Director June 30, 1998
Dave Chonette
/s/ Paul Goeld*
- ----------------------------- Director June 30, 1998
Paul Goeld
/s/ James Sulat*
- ----------------------------- Director June 30, 1998
James Sulat
/s/ Mark A. Wan*
- ----------------------------- Director June 30, 1998
Mark A. Wan
</TABLE>
* By: /s/ Stephen J. Bonelli
------------------------
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Venture Law Group, a Professional Corporation
23.2 Consent of Independent Accountants
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
June 30, 1998
General Surgical Innovations, Inc.
10460 Bubb Road
Cupertino, California 95014
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
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 January 23, 1998 and as amended by Post-Effective Amendment
No. 1 to be filed on or about June 30, 1998 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 900,000 shares of
your Common Stock (the "SHARES") reserved for issuance under the General
Surgical Innovations, Inc. 1992 Stock Option Plan (the "Plan"). As your legal
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 under the Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the respective agreement which accompanies each
grant under the Plan, the Shares 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
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the registration statement of General Surgical
Innovations, Inc. on Form S-8 (No. 333-44791) of our reports dated July 29,
1997, except for Note 14, as to which the date is September 29, 1997, on our
audits of the consolidated financial statements and financial statement
schedule of General Surgical Innovations, Inc. as of June 30, 1997 and 1996,
and for each of the three years in the period ended June 30, 1997, which
report is included in the Annual Report on Form 10-K for the year ended June
30, 1997.
COOPERS & LYBRAND L.L.P.
San Jose, California
June 30, 1998
