<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1998
Registration No. 333-51689
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
ORTHOVITA, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2694857
- ------------------------------- ----------------
(State or other jurisdiction of I.R.S. Employer
Incorporation or organization) Identification No.)
45 Great Valley Parkway, Malvern, PA 19355
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(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Orthovita, Inc. 1993 Stock Option Plan
Amended and Restated Orthovita, Inc. 1997 Equity Compensation Plan
Amended and Restated Orthovita, Inc. Employee Stock Purchase Plan
-----------------------------------------------------------------
(Full title of the plans)
David S. Joseph
President and Chief Executive Officer
Orthovita, Inc.
45 Great Valley Parkway
Malvern, PA 19355
----------------------------------------
(Name and address of agent for service)
(610) 640-1775
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Telephone number, including area code, of agent for service
Copies to:
Stephen M. Goodman, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price aggregate registration
per share offering price fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,720,100 shares $(2) $8,644,345 $2,395
value $.01 per share
=============================================================================================
=============================================================================================
</TABLE>
<PAGE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
(2) Calculated pursuant to Rule 457 (h) under the Securities Act of 1933, based
upon the price at which options may be exercised (75,736 shares at $1.00,
77,496 shares at $1.65, 15,000 shares at $2.50, 153,612 shares at $2.75,
13,400 shares at $3.25, 145,500 shares at $3.50, 586,550 shares at $4.25,
9,000 shares at $11.00, 500 shares at $11.12, 1,000 shares at $11.25 and
500 shares at $11.63) or, where such price is not known and with respect to
other types of issuances that may be made under the plans, the average of
the high and low prices of the Company's Common Stock, as reported on the
European Association of Securities Dealers' Automated Quotation System
("EASDAQ"), of $7.50 per share on October 29, 1998.
<PAGE>
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Orthovita, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 are incorporated
by reference in this Registration Statement:
(1) The Registrant's prospectus dated June 24, 1998, filed pursuant
to Rule 424 (b) of the Securities Act of 1933;
(2) The Registrant's quarterly report on Form 10-Q covering the
period ending June 30, 1998; and
(3) The description of the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), set forth in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on June
24, 1998 to register such securities under the Securities Exchange Act
of 1934.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 after the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part of
this Registration Statement from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Experts. The financial statements incorporated by reference in this
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registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon authority upon said firm as experts in giving
said reports. Future financial statements of the Company and the reports thereon
of Arthur Andersen LLP also will be incorporated by reference in this prospectus
in reliance upon the authority of that firm as experts in giving those reports
to the extent said firm has audited those financial statements and consented to
use of their reports thereon.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") contains provisions permitting indemnification of
officers and directors of a business corporation incorporated in Pennsylvania.
Sections 1741 and 1742 of the PBCL provide that a business corporation may
indemnify directors and officers against liabilities and expenses they may incur
as such in connection with threatened pending or completed civil, administrative
or investigative proceeding, provided that the particular person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In general, the power to indemnify under these sections does not exist in the
case of actions against a director or officer by or in the right of the
corporation if the person otherwise entitled to indemnification shall have been
adjudged to be liable to the corporation
II-3
<PAGE>
unless it is judicially determined that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnification for specified expenses. Section 1743 of
the PBCL provides that the corporation is required to indemnify directors and
officers against expenses they may incur in defending actions against them in
such capacities if they are successful on the merits or otherwise in the defense
of such actions.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors and officers for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Chapter 17,
Subchapter D of the PBCL.
The Registrant's bylaws require the Registrant to indemnify any person who was
or is a party or is threatened to be made a party to or is otherwise involved in
any threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant or is or
was serving in any capacity at the request of the Registrant as a director,
officer, employee, agent, partner, or fiduciary of, or in any other capacity for
another corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, in each case, to the fullest extent permitted by
Pennsylvania law, against all expense, liability and loss (including, without
limitation, attorney's fees, judgments, fines, taxes, penalties, and amounts
paid or to be paid in settlement) reasonably incurred, except where such
indemnification is expressly prohibited by applicable law, where such person has
engaged in willful misconduct or recklessness or where such indemnification has
been determined to be unlawful. Such indemnification as to expenses is mandatory
to the extent the individual is successful on the merits of the matter. The
Registrant maintains directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following Exhibits are filed as part of this Registration Statement:
4.1 Amended and Restated Orthovita, Inc. 1993 Stock Option Plan.*
4.2 Amended and Restated Orthovita, Inc. 1997 Equity Compensation
Plan.**
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5).
25 Power of Attorney (contained on signature page of this
Registration Statement).
99.1 Amended and Restated Orthovita, Inc. Employee Stock Purchase
Plan.***
*Incorporated by reference to Exhibit 10.15 to amendment No. 3 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on June 12, 1998.
**Incorporated by reference to Exhibit 10.16 to amendment No. 3 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on June 12, 1998.
***Incorporated by reference to Exhibit 10.19 to amendment No. 3 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on June 12, 1998.
II-4
<PAGE>
Item 9. Undertakings.
------------
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 this 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 this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(l)(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 with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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.
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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
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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<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 Malvern, Pennsylvania on October 30, 1998.
Orthovita, Inc.
By: /s/ DAVID S. JOSEPH
----------------------------------------------
David S. Joseph
President, Chief Executive Officer and
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David S. Joseph and Joseph M. Paiva, and each of
them, his true and lawful attorneys-in-fact and agents, 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 the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and 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, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ----------------------- -------------------------------------------- ----------------
<S> <C> <C>
/s/ DAVID S. JOSEPH Chief Executive Officer October 30, 1998
- ----------------------- and Director
DAVID S. JOSEPH
/s/ JOSEPH M. PAIVA Chief Financial Officer October 30, 1998
- ----------------------- (principal financial and accounting officer)
JOSEPH M. PAIVA
* Director October 30, 1998
- -----------------------
PAUL DUCHEYNE
* Director October 30, 1998
- -----------------------
LEW BENNETT
* Director October 30, 1998
- -----------------------
JAMES M. GARVEY
* Director October 30, 1998
- -----------------------
RICHARD M. HOROWITZ
* Director October 30, 1998
- -----------------------
JOSEPH B. PEETERS
* Director October 30, 1998
- -----------------------
HOWARD SALASIN
</TABLE>
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<PAGE>
ORTHOVITA, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
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Exhibit No.
- -----------
4.1 Amended and Restated Orthovita, Inc. 1993 Stock Option Plan.*
4.2 Amended and Restated Orthovita, Inc. 1997 Equity Compensation
Plan.**
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
25 Power of Attorney (contained on signature page of this
Registration Statement).
99.1 Amended and Restated Orthovita, Inc. Employee Stock Purchase
Plan.***
*Incorporated by reference to Exhibit 10.15 to amendment No. 3 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on June 12, 1998.
**Incorporated by reference to Exhibit 10.16 to amendment No. 3 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on June 12, 1998.
***Incorporated by reference to Exhibit 10.19 to amendment No. 3 to the
Registrant's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on June 12, 1998.
<PAGE>
EXHIBIT 5
October 30, 1998
Orthovita, Inc.
45 Great Valley Parkway
Malvern, PA 19355
Re: Orthovita, Inc.
Registration Statement on Form S-8 Relating to the
Amended and Restated Orthovita, Inc. 1993 Stock Option Plan, the
Amended and Restated Orthovita, Inc. 1997 Equity Compensation Plan and the
Amended and Restated Orthovita, Inc. Employee Stock Purchase Plan
-----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Orthovita, Inc., a Pennsylvania corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to an aggregate of 1,720,100 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), issuable under the Amended and
Restated Orthovita, Inc. 1993 Stock Option Plan, the Amended and Restated
Orthovita, Inc. 1997 Equity Compensation Plan and the Amended and Restated
Orthovita, Inc. Employee Stock Purchase Plan (the "Plans"). We have examined
such certificates, records, statutes and other documents as we have deemed
relevant in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination, we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based on the foregoing, we are of the opinion that shares of Common Stock
originally issued by the Company to participants in the Plans will be, when
issued by the Company in accordance with the terms and conditions of the Plans,
validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the laws of the Commonwealth of
Pennsylvania.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our report
dated January 27, 1998 included in Orthovita, Inc.'s previously filed Form S-1/A
registration statement (File No. 333-51689) dated June 24, 1998, and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Philadelphia, Pa.,
November 2, 1998
