As filed with the Securities and Exchange Commission on July 24, 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
VIDAMED, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0314454
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
46107 Landing Parkway
Fremont, California 94538
(Address of principal executive offices)
1992 STOCK PLAN
1995 DIRECTOR OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
David J. Illingworth
President
VidaMed, Inc.
46107 Landing Parkway
Fremont, California 94538
(510) 492-4900
(Name, address and telephone number of agent for service)
Copies to:
Christopher D. Mitchell, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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<PAGE>
<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
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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
<S> <C> <C> <C> <C>
1992 Stock Plan
Common Stock, $.001 par value(1) 2,900,158 $3.91 $11,339,618(2) $3,346.00
1995 Director Option Plan
Common Stock, $.001 par value(1) 100,000 $3.91 $391,000(3) $116.00
1995 Employee Stock Purchase Plan
Common Stock, $.001 par value(1) 300,000 $3.32 $996,000(4) $294.00
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Total Registration Fee: $3,756.00
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.
(2) Registration fee estimated in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, as to 2,900,158 shares of Common
Stock, solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on July 22, 1998
because the price at which the options to be granted in the future may
be exercised is not currently determinable.
(3) Registration fee estimated in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, as to 100,000 shares of Common
Stock, solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on July 22,
1998.
(4) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
The computation is based upon 85% (see explanation in following
sentence) of the average of the high and low price of the Common Stock
as reported on the Nasdaq National Market on July 22, 1998 because the
price at which the options to be granted in the future may be exercised
is not currently determinable. Pursuant to the Employee Stock Purchase
Plan, which plan is incorporated by reference herein, the Purchase
Price of a share of Common Stock shall mean an amount equal to 85% of
the Fair Market Value of a share of Common Stock on the Enrollment Date
or the Exercise Date, whichever is lower.
</FN>
</TABLE>
2
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES
The Registrant previously filed one Registration Statement on Form S-8
with the Securities and Exchange Commission (SEC File No. 33-80619) (the
"Previous Form S-8"). This Previous Form S-8 was filed in connection with the
1992 Stock Plan, the 1995 Director Option Plan, the 1995 Employee Stock Purchase
Plan and the 1995 Consultant Plan (collectively the "Plans"). This Registration
Statement registers additional shares of the Registrant's Common Stock to be
issued pursuant to the Plans. Accordingly, the content of the Previous Form S-8,
including periodic reports that the Registrant filed after the Previous Form S-8
to maintain current information about the Registrant, are incorporated by
reference into this Registration Statement pursuant to General Instruction E of
Form S-8. The reports the Registrant has most recently filed with the SEC are
listed below:
- Annual Report on Form 10-K for the fiscal year ended December
31, 1997, filed as of March 31, 1998.
- Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997, filed as of May 15, 1998.
- Proxy Statement, filed as of April 23, 1998, in connection
with the Annual Meeting of Stockholders held on May 7, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Document
------ --------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained
in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-3).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Fremont, State of California, on July 23, 1998.
VIDAMED, INC.
By: /s/ DAVID J. ILLINGWORTH
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David J. Illingworth
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ RICHARD D. BROUNSTEIN
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Richard D. Brounstein
Vice President, Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
II-2
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David J. Illingworth and Richard D.
Brounstein, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ DAVID J. ILLINGWORTH President, Chief Executive July 23, 1998
- ------------------------------- Officer, Director*
David J. Illingworth
/s/ RICHARD D. BROUNSTEIN VP Finance, Chief July 23, 1998
- ------------------------------- Financial Officer
Richard D. Brounstein
/s/ FRANKLIN D. BROWN Director* July 23, 1998
- -------------------------------
Franklin D. Brown
/s/ STUART D. EDWARDS Director* July 23, 1998
- -------------------------------
Stuart D. Edwards
/s/ ROBERT ERRA Director* July 23, 1998
- -------------------------------
Robert Erra
/s/ WAYNE I. ROE Director* July 23, 1998
- -------------------------------
Wayne I. Roe
/s/ JOHN V. SCIBELLI, PH.D. Director* July 23, 1998
- -------------------------------
John V. Scibelli
- ------------------------------- Director* July __, 1998
Michael H. Spindler
* The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant. Option grants under the 1995 Director Option Plan, however, are
automatic.
II-3
Exhibit 5.1
July 24, 1998
VidaMed, Inc.
46107 Landing Parkway
Fremont, CA 94538
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
VidaMed, Inc. with the Securities and Exchange Commission on or about July 24,
1998 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended, of the 1992 Stock Plan (as to 2,900,158
shares), of the 1995 Employee Stock Purchase Plan (as to 300,000 shares) and the
1995 Director Option Plan (as to 100,000 shares) (collectively, the "Plans"). As
legal counsel for VidaMed, Inc., we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by VidaMed, Inc. in
connection with the issuance and sale of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
Exhibit 23.1
Independent Auditors' Consent
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1992 Stock Plan, 1995 Director Option
Plan, and 1995 Employee Stock Purchase Plan of VidaMed, Inc. of our reports
dated January 16, 1998 with respect to the consolidated financial statements of
VidaMed, Inc. incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1997 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
July 17, 1998
II-4
