<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1999
Registration No. 333-
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==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ORTHOVITA, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-2694857
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
45 Great Valley Parkway
Malvern, PA 19355
(610) 640-1775
(Address of principal executive offices)
1997 EQUITY COMPENSATION PLAN
(Full title of the plan)
DAVID S. JOSEPH
Chief Executive Officer & Chairman of the Board
ORTHOVITA, INC.
45 Great Valley Parkway
Malvern, PA 19355
(Name and address of agent for service)
(610) 640-1775
(Telephone number, including area code, of agent for service)
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Copy to:
DAVID R. KING
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-6993
(215) 963-5000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 $6.13 $3,065,000 $852.07
==========================================================================================================
</TABLE>
(1) This registration statement covers shares of Common Stock of Orthovita,
Inc., which may be offered or sold pursuant to the 1997 Equity Compensation
Plan (the "Plan"). The contents of an earlier registration statement
(Registration No. 333-51689) covering 850,000 shares of Common Stock under
the Plan are incorporated by reference in this Registration Statement.
Pursuant to Rule 457(h)(2), no separate registration fee is required with
respect to the interests in the plan. This registration statement also
relates to an indeterminate number of shares of Common Stock that may be
issued upon stock splits, stock dividends or similar transactions in
accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on November
10, 1999, as reported on the European Association of Securities Dealers'
Automated Quotation System ("EASDAQ").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration
Statement:
5.1 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).
24.1 Power of Attorney (contained on signature page of
this Registration Statement).
99.1 Amendment to 1997 Equity Compensation Plan
*Incorporated by reference
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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 November 12, 1999.
Orthovita, Inc.
By: /s/ DAVID S. JOSEPH
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David S. Joseph
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, Chairman November 12, 1999
- ------------------------- of the Board and Director
DAVID S. JOSEPH
/s/ JOSEPH M. PAIVA Chief Financial Officer (principal November 12, 1999
- ------------------------- financial and accounting officer)
JOSEPH M. PAIVA
/s/ PAUL DUCHEYNE Director November 12, 1999
- -------------------------
PAUL DUCHEYNE
/s/ LEW BENNETT Director November 12, 1999
- -------------------------
LEW BENNETT
/s/ JAMES M. GARVEY Director November 12, 1999
- -------------------------
JAMES M. GARVEY
/s/ RICHARD M. HOROWITZ Director November 12, 1999
- -------------------------
RICHARD M. HOROWITZ
/s/ JOS. PEETERS Director November 12, 1999
- -------------------------
JOS. PEETERS
/s/ HOWARD SALASIN Director November 12, 1999
- -------------------------
HOWARD SALASIN
</TABLE>
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<PAGE>
EXHIBIT 5
November 11, 1999
Orthovita, Inc.
45 Great Valley Parkway
Malvern, PA 19355
Re: Orthovita, Inc.
Registration Statement on Form S-8 Relating to the
Amendment to the 1997 Equity Compensation 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 1,350,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), issuable under the 1997 Equity
Compensation Plan of Orthovita, Inc., as amended (the "Plan"). 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 Plan will be, when
issued by the Company in accordance with the terms and conditions of the Plan,
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 Registration Statement (on Form S-8) of our report dated
January 29, 1999 included in Orthovita, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Philadelphia, Pa.,
November 11, 1999
