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As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOCAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3142791
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
FOUR MAGUIRE ROAD, LEXINGTON, MASSACHUSETTS 02421
(Address of Principal Executive Offices) (Zip Code)
1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)
ROBERT J. DEPASQUA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FOCAL, INC.
FOUR MAGUIRE ROAD
LEXINGTON, MA 02421
(Name and Address of Agent for Service)
(781) 280-7800
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
--------------------------------------------------------------------------------
Common Stock, $.01 650,000 $3.03(1) $1,969,500(1) $520
par value per share shares
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
common stock as reported on the Nasdaq National Market on July 11,
2000.
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STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 333-84753, relating to the Registrant's 1999 Stock Incentive
Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Lexington, Massachusetts on July 17, 2000.
FOCAL, INC.
By: /s/ Robert J. DePasqua
--------------------------------------
Robert J. DePasqua
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Focal, Inc. hereby
severally constitute and appoint Robert J. DePasqua and Steven D. Singer, and
each 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 subsequent amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Focal, Inc. to comply with all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by said attorneys, or either of them, to
said Registration Statement and any and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ Donald A. Grilli
------------------------------- Chairman of the Board July 17, 2000
Donald A. Grilli
/s/ Robert J. DePasqua President and Chief Executive July 17, 2000
------------------------------- Officer (Principal Executive
Robert J. DePasqua Officer) and Director
/s/ Harry R. Trout III Acting Chief Financial Officer
------------------------------- (Principal Financial Officer and July 17, 2000
Harry R. Trout III Principal Accounting Officer)
/s/ Henry Brem, M.D. Director July 17, 2000
-------------------------------
Henry Brem, M.D.
/s/ Janet Effland Director July 17, 2000
-------------------------------
Janet Effland
/s/ Robert Langer, Ph.D. Director July 17, 2000
-------------------------------
Robert Langer, Ph.D.
Director _______, 2000
-------------------------------
Jesse I. Treu, Ph.D.
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
4.1 (1) Restated Certificate of Incorporation of the Registrant.
4.2 (1) By-Laws of the Registrant, as amended.
4.3 (1) Specimen Stock Certificate of Common Stock of the Registrant.
4.4 (1) Preferred Shares Rights Agreement between the Registrant and Norwest
Bank Minnesota, N.A.
5 Opinion of Hale and Dorr LLP, counsel to the Registrant.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (included in the signature pages of this Registration
Statement).
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(1) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-38379).
