As filed with the Securities and Exchange Commission on August 29, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
MIRAVANT MEDICAL TECHNOLOGIES
(Exact name of registrant as specified in its charter)
Delaware 77-0222872
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
336 Bollay Drive
Santa Barbara, California 93117
(Address of Principal Executive Offices) (Zip Code)
-------------------
Miravant Medical Technologies 2000 Stock Compensation Plan
(Full title of the plan)
-------------------
Gary S. Kledzik, Ph.D.
Chairman and Chief Executive Officer
Miravant Medical Technologies
336 Bollay Drive
Santa Barbara, California 93117
(805) 685-9880
(Name, address and telephone number of agent for service)
--------------------
Copy to:
-------------------
John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
--------------------
CALCULATION OF REGISTRATION FEE
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--------------------------- ---------------------- ---------------------- --------------------- ----------------------
Proposed Maximum Proposed Maximum
Title of Securities to be Amount of Shares to Offering Price per Aggregate Offering Amount of
Registered be Registered Share Price Registration Fee
--------------------------- ---------------------- ---------------------- --------------------- ----------------------
Common Stock, par value
$.01 per share 6,000,000 $19.50* $117,000,000* $30,888
--------------------------- ---------------------- ---------------------- --------------------- ----------------------
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* Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee on the basis of the average of the high and
low reported sale prices of a share of Common Stock of Miravant Medical
Technologies on August 21, 2000 as reported by the Nasdaq Stock Market.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Commission are hereby incorporated by reference:
a. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
b. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31, 2000 and June 30, 2000.
c. Item 1 of the Registrant's Registration Statement on Form 8-A (Registration
No. 0-25544) filed with the Commission on February 13, 1995 pursuant to
Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 part thereof from the date of filing such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "Delaware
Law") permits a corporation to provide in its certificate of incorporation that
directors of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation contains
such a provision.
Section 145 of the Delaware Law provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation - a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. Under Section 145, a
corporation shall indemnify an agent of the corporation for expenses actually
and reasonably incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.
Section 145 of the Delaware Law provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, shareholder vote, agreement or otherwise.
The Registrant in its Certificate of Incorporation and Bylaws has provided
for indemnification of its officers, directors, employees and other agents as
permitted under Delaware Law Sections 102(b)(7) and 145. The Registrant has also
entered into separate indemnification agreements with its directors and officers
that could require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors and officers and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, including
liabilities that may arise under the Securities Act of 1933. In addition, the
Company has purchased directors and officers insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
4.1 Miravant Medical Technologies 2000 Stock Compensation Plan [A]
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Ernst & Young LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see Page 6)
[A] Incorporated by reference to Exhibit A to the Registrant's definitive
Proxy Statement dated May 8, 2000 for the Miravant Medical
Technologies 2000 Annual Meeting of Stockholders.
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;
(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)(1)(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 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.
(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.
(c) 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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 Santa Barbara, State of California, on August 25,
2000.
Miravant Medical Technologies
By: /s/ Gary S. Kledzik
-----------------------
Gary S. Kledzik, Ph.D., Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gary S. Kledzik, Ph.D. and John M.
Philpott, or either of them, his attorneys-in-fact and agents, each with full
power of substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
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Signature Title Date
/S/ Gary S. Kledzik Chairman of the Board, Director, and
------------------- Chief Executive Officer August 25, 2000
Gary S. Kledzik
/S/ David E. Mai Director and President August 25, 2000
----------------
David E. Mai
/S/John M. Philpott Chief Financial Officer August 25, 2000
-------------------
John M. Philpott
/S/ Larry Barels Director August 25, 2000
----------------
Larry Barels
/S/ William P. Foley II Director August 25, 2000
-----------------------
William P. Foley II
/S/ Charles T. Foscue Director August 25, 2000
---------------------
Charles T. Foscue
/S/ Jonah Shacknai Director August 25, 2000
------------------
Jonah Shacknai
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
4.1 Miravant Medical Technologies 2000 Stock Compensation Plan [A]
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent Of Ernst & Young LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see Page 6)
[A] Incorporated by reference to the Registrant's definitive Proxy Statement
dated May 8, 2000 for the Miravant Medical Technologies 2000 Annual Meeting
of Stockholders.
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