<PAGE>
As filed with the Securities and Exchange Commission on February 18, 1999
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
VISION-SCIENCES, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3430173
- ------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 Strathmore Road, Natick, Massachusetts 01760
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
1990 STOCK OPTION PLAN
----------------------
(Full title of the plan)
Peter B. Tarr, Esq., Hale and Dorr LLP
60 State Street, Boston, Massachusetts 02109
--------------------------------------------
(Name and address of agent for service)
(617) 526-6000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ------------------ ------------ ---------------- ---------------- --------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 (1) (1)
$.01 par value shares $1.39065 $2,781,300 $773.20
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) and (h) of the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Common Stock on the
Nasdaq Stock Market on February 16, 1999.
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 33-57298 filed by the
Registrant on January 22, 1993 and the contents of Registration Statement on
Form S-8, File No. 33-80762 filed by the Registrant on June 24, 1994, relating
to the Registrant's 1990 Stock Option Plan.
-2-
<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 Town of Natick, Commonwealth of Massachusetts, on this 10th
day of February, 1999.
VISION-SCIENCES, INC.
By: /s/ Katsumi Oneda
----------------------------------
Katsumi Oneda
President, Chief Executive
Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
We, the undersigned officers and directors of Vision-Sciences, Inc. hereby
severally constitute and appoint Katsumi Oneda, Gerald B. Lichtenberger, James
A. Tracy and Peter B. Tarr, and any of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Vision-Sciences, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
-3-
<PAGE>
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 10th day of February, 1999.
<TABLE>
<CAPTION>
Signature Title
- ------------------------------ ---------------------------------------------
<S> <C>
/s/ Katsumi Oneda President, Chief Executive Officer and
- ------------------------------ Chairman of the Board of Directors
Katsumi Oneda (Principal Executive Officer)
/s/ Gerald B. Lichtenberger Vice President, Business Development and
- ------------------------------ Director
Gerald B. Lichtenberger
/s/ James A. Tracy Vice President Finance, Chief Financial
- ------------------------------ Officer, Chief Accounting Officer (Principal
James A. Tracy Financial and Accounting Officer)
/s/ Kenneth Anstey Director
- ------------------------------
Kenneth Anstey
/s/ Lewis C. Pell Director
- ------------------------------
Lewis C. Pell
/s/ Fred E. Silverstein Director
- ------------------------------
Fred E. Silverstein
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<C> <S>
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the signature pages of this
Registration Statement).
</TABLE>
<PAGE>
HALE AND DOOR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . fax 617-526-5000
Exhibit 5.1
-----------
February 18, 1999
Vision-Sciences, Inc.
9 Strathmore Road
Natick, MA 01760
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 2,000,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of Vision-Sciences, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1990 Stock Option Plan (as amended, the
"Plan").
We have examined the Certificate of Incorporation and By-Laws of the
Company, and all amendments thereto, the Registration Statement, all pertinent
records of the meetings of the directors and stockholders of the Company and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, it is our opinion that the Shares of Common Stock
covered by the Registration Statement to be issued under the Plan have been duly
authorized for issuance, and when issued and paid for in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
Washington, DC Boston, MA London, UK*
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HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 1,
1998 (except for the matter discussed in Note 11, as to which the date is May 9,
1998) included in Vision-Sciences, Inc.'s. Form 10-K for the year ended on March
31, 1998 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 11, 1999
