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As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
OPTICAL SENSORS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 41-1643592
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7615 GOLDEN TRIANGLE DRIVE, SUITE A, MINNEAPOLIS, MINNESOTA 55344
(Address of Principal Executive Offices) (Zip Code)
OPTICAL SENSORS INCORPORATED
1993 STOCK OPTION PLAN
OPTICAL SENSORS INCORPORATED
1989 OMNIBUS STOCK OPTION PLAN
(Full title of the plans)
SAM B. HUMPHRIES
CHIEF EXECUTIVE OFFICER
7615 GOLDEN TRIANGLE DRIVE, SUITE A
MINNEAPOLIS, MINNESOTA 55344
(Name and address of agent for service)
(612) 944-5857
(Telephone number, including area code, of agent for service)
------------------------------------------
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 994,724 shares $1.94 $1,929,765 $665.44
==========================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers such indeterminate number
of additional shares as may be issuable as a result of anti-dilution
provisions of the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated as follows: (i) with respect to options to
purchase shares previously granted under the plans, on the basis of the
weighted average exercise price of such option grants and (ii) with respect
to options to be granted under the plan, on the basis of the average
between the high and low sale prices of the Registrant's Common Stock on
May 20, 1996 on the over-the-counter market, as reported by the Nasdaq
National Market.
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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 by reference in this
Registration Statement: (1) the Company's Prospectus dated February 14,
1996, as filed with the Commission on February 15, 1996 pursuant to Rule
424(b) under the Securities Act of 1933, as amended; (2) all other reports
filed by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since December 31,
1995; and (3) the description of the Company's Common Stock contained in
its Registration Statement on Form 8-A, including any amendments or reports
filed for the purpose of updating such description (File No. 0-27600).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered pursuant
to this Registration Statement have been sold or that deregisters all
shares of Common Stock then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable. The Company's Common Stock to be offered pursuant to
this Registration Statement has been registered under Section 12 of the
Exchange Act as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Delaware law and the Company's Restated Certificate of Incorporation
provide that the Company shall, under certain circumstances and subject to
certain limitations, indemnify any person made or threatened to be made a
party to a proceeding by reasons of that person's former or present
official capacity with the Company against judgments, penalties, fines,
settlements and reasonable expenses. Any such person is also entitled,
subject to certain limitations, to payment or reimbursement of reasonable
expenses in advance of the final disposition of the proceeding.
The Company also maintains a directors and officers insurance policy
pursuant to which directors and officers of the Company are insured against
liability for certain actions in their capacity as directors and officers.
2
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Item 7. Exemption from Registration Claimed.
-----------------------------------
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
--------
4.1* Restated Certificate of Incorporation.
4.2* Bylaws.
4.3* Form of the Company's Common Stock certificate.
5.1** Opinion and Consent of Oppenheimer Wolff & Donnelly.
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2** Consent of Independent Auditors.
24.1 Power of Attorney (included on page 5 of this Registration
Statement).
-----------
* Incorporated by reference to the exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-99904).
** Filed herewith.
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 of 1933;
(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, represents 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;
3
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(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)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 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 Minneapolis, State of Minnesota, on May 22, 1996.
OPTICAL SENSORS INCORPORATED
By: /s/ Sam B. Humphries
_______________________________
Sam B. Humphries
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sam B. Humphries and Wesley G. Peterson and each
or any one of them, his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him and
in his 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 attorneys-in-fact and agents, each acting alone, 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 said attorneys-in-
fact and agents, each acting alone, 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 by the following persons on May 22,
1996 in the capacities indicated.
Signature Title
- --------- -----
/s/ Sam B. Humphries
- ------------------------- President, Chief Executive Officer and Director
Sam B. Humphries (Principal Executive Officer)
/s/ Wesley G. Peterson
- ------------------------- Chief Financial Officer, Vice President of Finance
Wesley G. Peterson and Administration and Secretary
(Principal Financial and Accounting Officer)
/s/ Promod Haque, Ph.D.
- ------------------------- Director
Promod Haque, Ph.D.
/s/ Peter H. McNerney
- ------------------------- Director
Peter H. McNerney
/s/ John M. Nehra
- -------------------------- Director
John M. Nehra
/s/ Demetre Nicoloff, M.D.
- -------------------------- Director
Demetre Nicoloff, M.D.
/s/ Gary A. Peterson
- ------------------------- Director
Gary A. Peterson
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INDEX TO EXHIBITS
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Exhibit Page No.
- ------- --------
4.1* Restated Certificate of Incorporation
4.2* Bylaws
4.3* Form of the Company's Common Stock certificate
5.1** Opinion and Consent of Oppenheimer Wolff & Donnelly
23.1 Consent of Oppenheimer Wolff & Donnelly
(included in Exhibit 5.1)
23.2** Consent of Independent Auditors
24.1 Power of Attorney (included on page 5 of this
Registration Statement)
- -----------
* Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1 (File No. 33-99904).
** Filed herewith.
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EXHIBIT 5.1
May 22, 1996
Optical Sensors Incorporated
7615 Golden Triangle Drive
Suite A
Eden Prairie, Minnesota 55344
RE: REGISTRATION STATEMENT ON FORM S-8
1989 OMNIBUS STOCK OPTION PLAN
1993 STOCK OPTION PLAN
Ladies and Gentlemen:
We have acted as counsel to Optical Sensors Incorporated, a Delaware corporation
(the "Company"), in connection with the registration by the Company of 994,724
shares of its Common Stock, $.01 par value (the "Shares"), pursuant to the
Company's Registration Statement on Form S-8 for the Company's 1989 Omnibus
Stock Option Plan and 1993 Stock Option Plan (collectively, the "Option Plans"),
to be filed with the Securities and Exchange Commission on May 23, 1996 (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 genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of 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 set
forth herein, it is our opinion that:
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Optical Sensors Incorporated
May 22, 1996
Page 2
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 Option Plans referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than the Delaware General
Corporation Law, the laws of the State of Minnesota and the federal laws 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.
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.
Very truly yours,
OPPENHEIMER WOLFF & DONNELLY
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Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Optical Sensors Incorporated 1989 Omnibus Stock
Option Plan and the Optical Sensors Incorporated 1993 Stock Option Plan, of our
report dated February 1, 1996 with respect to the financial statements of
Optical Sensors Incorporated for the year ended December 31, 1995, included in
the Company's Prospectus dated February 14, 1996, as filed with the Securities
and Exchange Commission on February 15, 1996.
Ernst & Young LLP
Minneapolis, Minnesota
May 21, 1996
