<PAGE> 1
As filed with the Securities and Exchange Commission
on June 29, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BioSepra Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3216867
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
111 Locke Drive, Marlborough, Massachusetts 01752
- ------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN
-------------------------
(Full title of the Plan)
Mark G. Borden, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 526-6000
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed maximum Amount of
securities to Amount to maximum offering aggregate offering registration
be registered be registered price per share price fee
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<S> <C> <C> <C> <C>
Common Stock, 400,000 shares $1.39 (1) $556,000 (1) $164.02
$.01 par value
per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the
Registrant's Common Stock as reported by the Nasdaq National Market on
June 23, 1998 in accordance with Rules 457(c) and 457(h) of the
Securities Act of 1933.
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<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-28955, filed by
BioSepra Inc. (the "Registrant") on June 11, 1997 relating to the Registrant's
1997 Stock Incentive Plan.
<PAGE> 3
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 Marlborough, Commonwealth of Massachusetts, on the
23rd day of June, 1998.
BIOSEPRA INC.
By: /s/ Jean-Marie Vogel
--------------------------------------
Jean-Marie Vogel
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of BioSepra Inc., hereby
severally constitute and appoint Jean-Marie Vogel and Mark G. Borden, 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 on our behalf and in our capacities as officers and
directors to enable BioSepra Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
<PAGE> 4
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jean-Marie Vogel President, Chief Executive June 23, 1998
- -------------------------------- Officer and Director
Jean-Marie Vogel (Principal Executive,
Financial and Accounting
Officer)
/s/ Timothy J. Barberich Director June 23, 1998
- --------------------------------
Timothy J. Barberich
/s/ William E. Rich, Ph.D. Director June 23, 1998
- --------------------------------
William E. Rich, Ph.D.
/s/ William M. Cousins, Jr. Director June 23, 1998
- --------------------------------
William M. Cousins, Jr.
/s/ Alexander M. Klibanov, Ph.D. Director June 23, 1998
- --------------------------------
Alexander M. Klibanov, Ph.D.
/s/ Paul A. Looney Director June 23, 1998
- --------------------------------
Paul A. Looney
/s/ Riccardo Pigliucci Director June 23, 1998
- --------------------------------
Riccardo Pigliucci
/s/ David P. Southwell Director June 23, 1998
- --------------------------------
David P. Southwell
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number
- -------
4.1* Certificate of Incorporation of the Registrant
4.2* By-laws of the Registrant
4.3* Specimen Stock Certificate of Common Stock of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature page of this
Registration Statement)
- ---------------------
* Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-75212).
<PAGE> 1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
Exhibit 5
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June 29, 1998
BioSepra Inc.
111 Locke Drive
Marlborough, MA 01752
Re: 1997 Stock Incentive Plan
-------------------------
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed on June 29, 1998 with the
Securities and Exchange Commission relating to 400,000 shares of the Common
Stock, $.01 par value per share (the "Shares"), of BioSepra Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1997 Stock Incentive
Plan (the "Plan").
We have examined the Certificate of Incorporation, as amended, and the
By-laws of the Company, and originals, or copies certified to our satisfaction,
of all pertinent records of the meetings of the directors and stockholders of
the Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents.
We have not made any investigation of the laws of any jurisdiction
other than the Commonwealth of Massachusetts, the federal laws of the United
States and the Delaware General Corporation Law statute, and we are opining
herein solely with respect to the laws of the Commonwealth of Massachusetts, the
federal laws of the United States and the Delaware General Corporation Law
statute. To the extent that the laws of any other jurisdiction govern the
agreements or transactions as to which we are opining herein, we have assumed,
with your permission, that such laws are identical to those of the Commonwealth
of Massachusetts, and we are expressing no opinion herein as to whether such
assumption is reasonable or correct.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms of the Plan and at a price per
share in excess of the
WASHINGTON, DC BOSTON, MA LONDON, UK*
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HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE> 2
BioSepra Inc.
June 29, 1998
Page 2
par value per share for such Shares, will be legally issued, fully-paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 27, 1998
(except for the matter discussed in Note Q as to which the date is March 26,
1998) included in BioSepra Inc.'s Form 10-K for the year ended December, 31,
1997 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
June 23, 1998
<PAGE> 1
Exhibit 23.3
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
BioSepra Inc. on Form S-8 relating to the 1997 Stock Incentive Plan, of our
report dated February 27, 1996, except as to the information in the seventh
paragraph of Note C, for which the date is March 29, 1996, on our audits of the
consolidated financial statements and financial schedule of BioSepra Inc. as of
December 31, 1995, and for the year ended December 31, 1995, which reports are
included in the BioSepra Inc.'s 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 25, 1998
