<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
GUIDANT CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 111 MONUMENT CIRCLE, 29th FLOOR 35-1931722
- ------- INDIANAPOLIS, INDIANA 46204-5129 ----------
--------------------------------
(State or other (Address of Principal Executive Offices) (I.R.S. Employer
jurisdiction of (Zip Code) Identification No.)
incorporation or
organization)
Guidant Corporation 1998 Stock Plan
-----------------------------------
(Full Title of the Plan)
Bruce J Barclay
Deputy General Counsel and Secretary
Guidant Corporation
111 Monument Circle, 29th Floor
Indianapolis, Indiana 46204-5129
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 317-971-2000
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed Proposed Amount of
be registered registered maximum maximum registration fee
offering price per aggregate offering
share (1) price (1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 22,500,000 shares $91.56 $2,060,100,000 $572,707.80
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of Registrant's Common Stock on the New York Stock
Exchange on December 14, 1998.
There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result to the antidilution provisions of the
Guidant Corporation 1998 Stock Plan.
<PAGE>
PART I
Item 1. PLAN INFORMATION.
Not included pursuant to Form S-8 instructions.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not included pursuant to Form S-8 instructions.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1997 and the Quarterly Reports of the Company on Form 10-Q
for the fiscal quarters ended March 31, 1998, June 30, 1998 and September 30,
1998, and the description of the Company's common stock contained in the
Company's registration statement on Form 8-A under the Securities Exchange Act
of 1934 with respect to that stock filed with the Securities and Exchange
Commission on October 6, 1994, including any amendments or reports filed for the
purpose of updating that description, are incorporated in this Registration
Statement by reference. All documents filed by the Company pursuant to Section
13(a), 13(c), 14(c) or 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 which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of those documents with the
Commission.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of September 30, 1998, Mr. J.B. King beneficially owned 58,380
shares of Guidant Corporation common stock ("Guidant Stock"), 2,000 shares of
which were owned by his wife and 2,436 of which were held in his account in The
Guidant Employee Savings and Stock Ownership Plan. Mr. King disclaims beneficial
ownership of the 2,000 shares of Guidant Stock owned by his wife. Mr. King also
has the right to purchase an additional 387,472 shares of Guidant Stock upon the
exercise of stock options held by him.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law provides that a corporation,
unless limited by its Articles of Incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or officer
of the corporation.
As permitted by the Indiana Business Corporation Law, the Company's
Articles of Incorporation provide for indemnification of directors, officers,
employees and agents of the Company against any and all liability and reasonable
expense that may be incurred by them, arising out of any claim or action, civil
or criminal, in which they may become involved by reason of being or having been
a director, officer, employee or agent. The Company's Articles of Incorporation
require indemnification to the fullest extent permitted by the Indiana Business
Corporation Law.
Officers and directors of the Company are insured, subject to certain
exclusions and deductible and maximum amounts, against loss from claims arising
in connection with them acting in their respective capacities, which include
claims under the Securities Act of 1933.
2
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit Description
Number
4.1 Articles of Incorporation of the Company.
4.2 By-Laws of the Company.
4.3 Guidant Corporation 1998 Stock Plan.
5.1 Opinion of J.B. King, Vice President and General Counsel
of the Company, as to legality of the securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of J.B. King, Vice President and General Counsel
of the Company (contained in Exhibit 5.1).
Item 9. UNDERTAKINGS.
(a) 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 the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
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
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
3
<PAGE>
(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.
(b) 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(h) 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.
4
<PAGE>
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 Indianapolis, State of Indiana, on December 21, 1998.
GUIDANT CORPORATION
By: /s/ James M. Cornelius
----------------------
James M. Cornelius
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James M. Cornelius Chairman of the Board December 21, 1998
- --------------------------------------- (principal executive officer)
(James M. Cornelius)
/s/ Ronald W. Dollens President, Chief Executive Officer December 21, 1998
- --------------------------------------- and a Director
(Ronald W. Dollens) (principal executive officer)
/s/ Keith E. Brauer Chief Financial Officer, December 21, 1998
- --------------------------------------- (principal financial officer)
(Keith E. Brauer)
/s/ Roger Marchetti Chief Accounting Officer (principal December 21, 1998
- --------------------------------------- accounting officer)
(Roger Marchetti)
/s/ Kim B. Clark Director December 21, 1998
- ---------------------------------------
(Kim B. Clark)
/s/ Maurice A. Cox, Jr. Director December 21, 1998
- ---------------------------------------
(Maurice A. Cox, Jr.)
/s/ Enrique C. Falla Director December 21, 1998
- ---------------------------------------
(Enrique C. Falla)
/s/ J.B. King Director December 21, 1998
- ---------------------------------------
(J.B. King)
/s/ Susan B. King Director December 21, 1998
- ---------------------------------------
(Susan B. King)
/s/ J. Kevin Moore Director December 21, 1998
- ---------------------------------------
(J. Kevin Moore)
/s/ Mark Novitch, M.D. Director December 21, 1998
- ---------------------------------------
(Mark Novitch, M.D.)
/s/ Eugene L. Step Director December 21, 1998
- ---------------------------------------
(Eugene L. Step)
/s/ Ruedi E. Wager, Ph.D. Director December 21, 1998
- ---------------------------------------
(Ruedi E. Wager, Ph.D.)
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
The following documents are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Location
<S> <C> <C>
4.1 Articles of Incorporation of the Incorporated by reference from Exhibit
Company 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended
June 30, 1998.
4.2 By-Laws of the Company Incorporated by reference from Exhibit
3.2 to the Company's Registration
Statement on Form S-1 Registration
Statement No. 33-83934.
4.3 Guidant Corporation 1998 Stock Incorporated by reference from Exhibit
Plan. 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period
ended June 30, 1998.
5.1 Opinion of J.B. King, Vice President Attached.
and General Counsel of the
Company, as to legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Attached.
Independent Auditors.
23.2 Consent of J.B. King, Vice President Attached.
and General Counsel of the
Company (contained in Exhibit 5.1).
</TABLE>
6
<PAGE>
Exhibit 5.1
December 21, 1998
Guidant Corporation
111 Monument Circle, 29th Floor
Indianapolis, IN 46204-5129
Ladies and Gentlemen:
On or about December 21, 1998, Guidant Corporation, an Indiana Corporation
(the "Corporation"), will file with the Securities and Exchange Commission on
Form S-8 its Registration Statement ("Registration Statement") relating to
22,500,000 shares of the Company's Common Stock, without par value, that may be
issued or transferred by the Company upon the exercise of stock options or
pursuant to performance awards or restricted stock grants, that may be granted
to employees of the Company and its subsidiaries under the Guidant Corporation
1998 Stock Plan (the "Plan").
With respect to the Company and shares of its Common Stock, it is my
opinion that:
A. The Company is a corporation duly organized and validly existing under
the laws of the State of Indiana.
B. The 22,500,000 shares of Common Stock referred to above:
(i) are duly authorized;
(ii) will be validly issued and outstanding, fully paid and
nonassessable upon issuance or transfer:
(a) pursuant to the due exercise of stock options in accordance
with the terms and subject to the conditions of the Plan and the
payment of the option price stated in such options;
(b) pursuant to fulfillment of all conditions required by the
Plan for the issuance or transfer of such shares of Common Stock
pursuant to performance awards; and
(c) pursuant to restricted stock grants awarded in accordance
with all of the conditions of the Plan subject, however, to
termination of the grant and the requirement for re-transfer of
the shares to the Company if the grantee does not comply with the
restrictions of the restricted stock grant.
In arriving at the foregoing opinions, I or members of my staff have
examined corporate records, plans, agreements and other documents of the
Company. I am a member of the bar of the State of Indiana and express no opinion
as to the laws of any other jurisdiction.
7
<PAGE>
I consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving such consent, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
Guidant Corporation
/s/ J. B. King
----------------------------------
J. B. King
Vice President and General Counsel
JBK:nsh
8
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Guidant Corporation 1998 Stock Plan of our report
dated February 3, 1998, with respect to the consolidated financial statements of
Guidant Corporation 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
-----------------------
December 18, 1998
