<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1998
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
--------------------------
PERCLOSE, INC.
(Exact name of Registrant as specified in its charter)
--------------------------
DELAWARE 94-3154669
-------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
199 JEFFERSON DRIVE
MENLO PARK, CA 94025
(Address of principal executive offices)
--------------------------
1997 STOCK PLAN
(Full title of the plans)
--------------------------
HENRY A. PLAIN, JR.
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PERCLOSE, INC.
199 JEFFERSON DRIVE
MENLO PARK, CA 94025
(650) 473-3100
(Name, address and telephone number, including area code, of agent for service)
--------------------------
Copy to:
CHRISTOPHER D. MITCHELL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
--------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1)
$0.001 par value ........ 540,227 shares(2) $27.00 $14,586,129 $4,303(3)
</TABLE>
(1) Includes Preferred Share Purchase Rights which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the
Common Stock.
(2) Represents shares issuable upon exercise of options that have not yet been
granted under the Registrant's 1997 Stock Plan as of the date of this
Registration Statement.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration
fee. The calculation is based upon the average of the high and low prices
of the Registrant's Common Stock as reported by The Nasdaq National Market
on July 21, 1998.
-ii-
<PAGE>
PERCLOSE, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(1) The Registrant's Annual Report on Form 10-K for the year ended March
31, 1998 filed pursuant to Section 13 of the Securities Exchange Act of 1934, on
June 16, 1998.
(2) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed pursuant to Section 12
of the Exchange Act on September 29, 1995.
(3) The description of the Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed on
January 28, 1997 pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(4) All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or 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 part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of the date of this Registration Statement, members of Wilson Sonsini
Goodrich & Rosati, Professional Corporation who have represented the Registrant
in connection with this registration, beneficially own 3,005 shares of the
Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
certain liabilities (including reimbursement of expenses incurred) arising under
the Securities Act of 1933, as amended (the "Securities Act").
<PAGE>
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and executive officers and may indemnify its other officers and
employees and other agents to the fullest extent permitted by law, including
circumstances in which indemnification is otherwise discretionary under Delaware
law.
The Registrant has adopted provisions in its Certificate of Incorporation
that limit the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law. Such limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission.
The Registrant entered into indemnification agreements with its executive
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
Registrant, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature). These agreements also indemnify the directors and executive
officers for certain expenses (including attorney's fees), judgments, fines and
settlement amounts incurred as a result of any proceeding against them as to
which they could be indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- ---------------------------------------------------------
4.1(1) 1997 Stock Plan and form of agreement thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation 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, Professional
Corporation (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-4).
___________________________
(1) Filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1997.
ITEM 9. UNDERTAKINGS.
A. The 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 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.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, 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 or 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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Perclose Inc., a corporation organized and existing under the laws of the State
of Delaware, 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 Menlo Park, California, on this 27th day of July, 1998.
PERCLOSE, INC.
By: /s/ Henry A. Plain, Jr.
--------------------------------------
Henry A. Plain, Jr.
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry A. Plain, Jr. and Kenneth E.
Ludlum, jointly and severally, as his or her attorneys-in-fact, with full power
of substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with all 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 substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------- --------------------------------- -------------
<S> <C> <C>
/s/ Henry A. Plain, Jr. President, Chief Executive July 27, 1998
- ----------------------- Officer and Director
(Henry A. Plain, Jr.) (Principal Executive Officer)
/s/ Kenneth E. Ludlum Vice President Finance July 27, 1998
- ----------------------- and Administration, Chief
(Kenneth E. Ludlum) Financial Officer (Principal
Financial and Accounting Officer)
/s/ Serge Lashutka Director July 27, 1998
- -----------------------
(Serge Lashutka)
/s/ Vaughn D. Bryson Director July 27, 1998
- -----------------------
(Vaughn D. Bryson)
/s/ Michael L. Eagle Director July 27, 1998
- -----------------------
(Michael L. Eagle)
/s/ John B. Simpson, Ph.D., M.D. Director July 27, 1998
- -----------------------
(John B. Simpson, Ph.D., M.D.)
/s/ James W. Vetter, M.D. Director July 27, 1998
- -----------------------
(James W. Vetter, M.D.)
/s/ Mark A. Wan Director July 27, 1998
- -----------------------
(Mark A. Wan)
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------------------------------------------------------------
EXHIBITS
- -------------------------------------------------------------------------------
Registration Statement on Form S-8
PERCLOSE, INC.
July 27, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ ---------------------------------------------------
4.1(1) 1997 Stock Plan and form of agreement thereunder.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation 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,
Professional Corporation (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (see page II-4).
_______________________________
(1) Filed as an Exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997.
<PAGE>
EXHIBIT 5.1
July 27, 1998
Perclose, Inc.
199 Jefferson Drive
Menlo Park, CA 94025
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 27, 1998
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 540,227 shares (the
"Shares") of the corporation's Common Stock which are reserved for issuance
under the 1997 Stock Plan (the "Plan"). As your counsel in connection with
this transaction, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each grant under the
Plan, the Shares 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
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 Stock Plan of Perclose, Inc., of our report
dated April 29, 1998, with respect to the financial statements and schedule
of Perclose, Inc. included in its Annual Report (Form 10-K) for the year ended
March 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
July 22, 1998
