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As Filed With the Securities and Exchange Commission on September 19, 1997
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
COMPUTER MOTION, INC.
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(Exact name of registrant as specified in its charter)
Delaware 77-0458805
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130-B Cremona Drive, Goleta, California 93117
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(Address of Principal Executive Offices) (Zip Code)
TANDEM STOCK OPTION PLAN
1997 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
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(Full titles of the plans)
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Gene Wang
Chief Executive Officer and President
Computer Motion, Inc.
130-B Cremona Drive, Goleta, California 93117
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(Name and address of agent for service)
(805) 968-9600
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(Telephone number, including area code, of agent for service)
Copy to:
Lawrence B. Cohn, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(714) 725-4000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered(1) Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 2,516,247 shares (2) $21,397,444(2) $6,485
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(1) Includes additional shares of Common Stock that may become issuable pursuant
to the anti-dilution adjustment provisions of the Registrant's Tandem Stock
Option Plan (the "Tandem Plan"), 1997 Stock Incentive Plan (the "1997 Plan")
and the Employee Stock Purchase Plan (the "Purchase Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of shares of
Common Stock registered hereby which would be issued upon exercise of
outstanding options granted under the Tandem Plan and the 1997 Plan is based
upon the per share exercise price of such options, the weighted average of
which is approximately $5.43 per share. With respect to the remaining shares
of Common Stock registered hereby which would be issued upon exercise of the
remaining options which Registrant is authorized to issue under the Tandem
Plan, the 1997 Plan and the Purchase Plan, the aggregate offering price is
estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the
same class, as determined in accordance with Rule 457(c), using the average
of the high and low price reported by the Nasdaq National Market for the
Common Stock on September 15, 1997, which was $14.31 per share.
Exhibit Index on Page 4
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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 incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-1, Registration
No. 333-29505 (the "Registration Statement") and the final prospectus filed with
respect thereto pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Securities Act"), containing audited financial statements of
Registrant for its fiscal year ended December 31, 1996.
(b) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 filed pursuant to section 13(a) and 15(d) of the Exchange
Act.
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 to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation, as amended, eliminates the liability
of directors to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent otherwise required
by the Delaware General Corporation Law.
(b) The Registrant's Certificate of Incorporation, as amended, provides
that the Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith to the fullest
extent authorized by the Delaware General Corporation Law. The Registrant's
Bylaws provide for a similar indemnity to directors and officers of the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law.
(c) The Registrant's Certificate of Incorporation, as amended, also
gives the Registrant the ability to enter into indemnification agreements with
each of its directors and officers. The Registrant has entered into
indemnification agreements with each of its directors and officers, which
provide for the indemnification of such directors and officers against any and
all expenses, judgments, fines, penalties and amounts paid in settlement, to the
fullest extent permitted by law.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
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Number Description
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5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
10.1 Computer Motion, Inc. Tandem Stock Option Plan (the "Tandem
Plan").*
10.2 Forms of Stock Option Agreements pertaining to the Tandem
Plan.*
10.3 Computer Motion, Inc. 1997 Stock Incentive Plan ("Stock
Incentive Plan").*
10.4 Form of Stock Option Agreement pertaining to the Stock
Incentive Plan.*
10.5 Computer Motion, Inc. Employee Stock Purchase Plan.*
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
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* Incorporated by reference to the same number exhibit to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-29505)
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Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) 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;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose 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.
(b) 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
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act maybe permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in they 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 the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
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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 Goleta, State of California, on the 27th day of
August, 1997.
COMPUTER MOTION, INC.
By: /s/ GENE WANG
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Gene Wang
Chief Executive Officer
and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Computer Motion, Inc., do
hereby constitute and appoint Gene Wang and Stephen L. Wilson, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully 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 date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ GENE WANG Chief Executive Officer, August 27, 1997
- ---------------------------------------- President and Director
Gene Wang (Principal Executive Officer)
/s/ STEPHEN L. WILSON Executive Vice President, Chief August 27, 1997
- ---------------------------------------- Financial Officer and Secretary
Stephen L. Wilson (Principal Financial and Principal
Accounting Officer)
/s/ ROBERT W. DUGGAN Chairman of the Board of Directors August 27, 1997
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Robert W. Duggan
/s/ YULUN WANG, Ph.D. Executive Vice President, Chief August 27, 1997
- ---------------------------------------- Technical Officer and Director
Yulun Wang, Ph.D.
/s/ STEPHEN F. WIGGINS Director August 27, 1997
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Stephen F. Wiggins
/s/ DANIEL R. DOIRON, Ph.D. Director August 27, 1997
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Daniel R. Doiron, Ph.D.
/s/ W. PETER GEIS, M.D. Director August 27, 1997
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W. Peter Geis, M.D.
/s/ WILLIAM WILLIAMS Director August 27, 1997
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William Williams
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EXHIBIT 5.1
STRADLING, YOCCA, CARLSON & RAUTH
A Professional Corporation
Attorneys at Law
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660-6441
Telephone (714) 725-4000
Facsimile (714) 725-4100
San Francisco Office
44 Montgomery Street, Suite 2950
San Francisco, California 94104
Telephone (415) 765-9180
Facsimile (415) 765-9187
September 15, 1997
Computer Motion, Inc.
130-B Cremona Drive
Goleta, California 93117
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Computer Motion, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of a total of 2,516,247 shares of the Company's common stock, $.001
par value ("Common Stock"), issuable under the Company's Tandem Stock Option
Plan, its 1997 Stock Incentive Plan and its Employee Stock Purchase Plan
(collectively, the "Plans").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 2,516,247 shares of
Common Stock to be issued under the Plans against full payment in accordance
with the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STRADLING, YOCCA, CARLSON & RAUTH
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Stradling, Yocca, Carlson & Rauth
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated August 7, 1997
included in Computer Motion, Inc.'s Form S-1 for the year ended December 31,
1996 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
Los Angeles, California
September 16, 1997
