<PAGE>
As filed with the Securities and Exchange Commission on March 29, 1999
Registration No. ______
================================================================================
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 55344-3733
(Address of Principal Executive Offices) (Zip Code)
_______________________
OPTICAL SENSORS INCORPORATED
1993 STOCK OPTION PLAN
(Full title of the plan)
_______________________
Paulita M. LaPlante
President and Chief Executive Officer
7615 Golden Triangle Drive, Suite A
Minneapolis, Minnesota 55344-3733
(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 Aggregate Offering Amount of
to be Registered Registered Price per Share (1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 699,463 shares (2) $1.22 $853,344.86 $237.23
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The calculations are based on the average high and low
reported sales prices of the Registrant's Common Stock on March 24, 1999,
on the over-the- counter market, as reported by the Nasdaq National Market.
(2) Represents the increase in the total number of shares reserved for issuance
under the Registrant's 1993 Stock Option Plan, as amended effective
November 6, 1998 (the "Plan"). An aggregate of 994,724 shares has been
previously registered under a Registration Statement on Form S-8 (Reg. No.
333-04373). This Registration Statement also covers such an indeterminate
number of additional shares as may be issued pursuant to the antidilution
provisions of the Plan.
================================================================================
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this Registration Statement
is filed solely to register an additional 699,463 shares of common stock, par
value $0.01 per share, of the Registrant reserved for issuance under the
Registrant's 1993 Stock Option Plan, as amended. This increase was approved by
the unanimous vote of the board of directors of the Registrant on November 6,
1998. Pursuant to Instruction E, the contents of the Registrant's Registration
Statement on Form S-8, File No. 333-04373, including without limitation periodic
reports that the Registrant filed, or will file, after such Form S-8 to maintain
current information about the Registrant, are hereby incorporated by reference
into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5.1* Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
23.1 Consent of Oppenheimer Wolff & Donnelly LLP (included in
Exhibit 5.1)
23.2* Consent of Ernst & Young LLP
24.1 Power of Attorney (see page 2)
- ----------
* Filed herewith.
1
<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 of 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 March 19, 1999.
OPTICAL SENSORS INCORPORATED
By: /s/ Paulita M. LaPlante
---------------------------------
Paulita M. LaPlante
Its: President and Chief
Executive Officer
Each person whose signature appears below constitutes and appoints Paulita
M. LaPlante and Wesley G. Peterson, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her 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 attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
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 on March 19, 1999 by the following
persons in the capacities indicated.
Signature Title
- --------- -----
/s/ Paulita M. LaPlante President, Chief Executive Officer and Director
- ----------------------------- (principal executive officer)
Paulita M. LaPlante
/s/ Wesley G. Peterson Chief Financial Officer, Vice President of
- ----------------------------- Finance and Administration and Secretary
Wesley G. Peterson (principal financial and accounting officer)
/s/ Richard B. Egen Director
- -----------------------------
Richard B. Egen
/s/ Sam B. Humphries Director
- -----------------------------
Sam B. Humphries
/s/ Richard J. Meelia Director
- -----------------------------
Richard J. Meelia
2
<PAGE>
Director
- -----------------------------
Demetre M. Nicoloff, M.D.
Director
- -----------------------------
Gary A. Peterson
3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
5.1* Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
23.1 Consent of Oppenheimer Wolff & Donnelly LLP (included in
Exhibit 5.1)
23.2* Consent of Ernst & Young LLP
24.1 Power of Attorney (see page 2)
- ----------
* Filed herewith.
<PAGE>
Exhibit 5.1
[Letterhead of Oppenheimer Wolff & Donnelly LLP]
March 29, 1999
Optical Sensors Incorporated
7615 Golden Triangle Drive, Suite A
Minneapolis, MN 55344-3733
Re: Registration Statement on Form S-8
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 699,463
shares (the "Shares") of its Common Stock, $0.01 par value, pursuant to the
Company's Registration Statement on Form S-8 for the Company's 1993 Stock Option
Plan (the "Plan").
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:
1. The Company has the corporate power and 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 Plan referred to in the Registration Statement,
will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the States of
Minnesota, the Delaware General Corporation Law 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.
1
<PAGE>
Optical Sensors Incorporated
March 29, 1999
Page 2
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, quotes or otherwise referred to for any other purpose.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly LLP
2
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the Optical Sensors Incorporated 1993 Stock Option
Plan, of our report dated February 12, 1999, with respect to the financial
statements of Optical Sensors Incorporated, included in its Annual Report (Form
10-K) for the year ended December 31, 1998.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
March 23, 1999
3
