<PAGE>
This document consists of 8 pages, of which this page is number 1. The
Index to Exhibits is on page 8.
As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 333-00436
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________
KERAVISION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0328942
(State of Incorporation) (I.R.S. Employer Identification No.)
48630 Milmont Drive
Fremont, California 94538
(Address of principal executive offices)
_____________________
1997 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
_____________________
Thomas M. Loarie
Chairman, President and Chief Executive Officer
KeraVision, Inc.
48630 Milmont Drive
Fremont, California 94538
(510) 353-3000
(Name, address and telephone number of agent for service)
_____________________
Copies to:
MICHAEL W. HALL
EDMUND S. RUFFIN, JR.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
(Calculation of Registration Fee on Following Page)
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Maximum
Amount to be Offering Price Aggregate Amount of
Registered Per Share Offering Price Registration Fee
Title of Securities to be Registered
- --------------------------------------------------------------------------------------------------------------------------
1997 EMPLOYEE STOCK OPTION PLAN
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value........................... 193,365 Shares $7.468(1) $1,444,050 $425.99
Common Stock,
$.001 par value........................... 106,635 Shares $8.563(2) $ 919,727 $271.32
- --------------------------------------------------------------------------------------------------------------------------
TOTAL 300,000 Shares $2,363,777 $697.31
- -------------------------------------------
</TABLE>
_______________________
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The computation
with respect to issued options is based on the average weighted exercise
price per share of outstanding options under the referenced Plan.
(2) Estimated in accordance with Rule 457(h) and 457(c) under the Securities Act
of 1933 solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average of
the high and low sale prices of the Common Stock as reported on the Nasdaq
National Market on April 21, 1998.
<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
- -------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed on March 30, 1998 pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act"). The Registrant's Annual
Report on Form 10-K contains audited financial statements for the Registrant's
latest fiscal year ended December 31, 1997.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
annual report on Form 10-K referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed on June 27, 1995, pursuant
to Section 12 of the 1934 Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which de-registers 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 filing, certain members of Venture Law Group,
general corporate counsel to the Company, beneficially own an aggregate of
16,125 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Registrant's Certificate of Incorporation, as amended, limits the
liability of directors for monetary damages arising from breach of their
fiduciary duty of care to the fullest extent permissible under Delaware law,
provided that such liability does not arise from certain proscribed conduct
(including intentional misconduct and breach of the duty of loyalty).
Registrant's Bylaws further provide for indemnification of corporate agents to
the maximum extent permitted by the Delaware General Corporation Law. In
addition, the Registrant has entered into Indemnification Agreements with its
officers and directors.
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<PAGE>
The Company believes that the limitation provision in its Bylaws and
indemnification agreements will facilitate the Company's ability to continue to
attract and retain qualified individuals to serve as directors and officers of
the Company. It is the opinion of the staff of the Commission that
indemnification provisions such as those contained in the Company's Certificate
of Incorporation, Bylaws and the indemnification agreements have no effect on a
director's or officer's liability under the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS
--------
Exhibit
Number Document
------ --------
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Consent of Venture Law Group, A Professional Corporation
(contained in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 7).
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 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.
(2) That, for the purpose of determining any liability under the 1933
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 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
-4-
<PAGE>
C. Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
[Signature page follows]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
KeraVision, Inc., a Delaware corporation, 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 April 23, 1998.
KERAVISION, INC.
By: /s/ Mark Fischer-Colbrie
--------------------------
Mark Fischer-Colbrie, Chief Financial
Officer, Vice President of Finance
and Administration
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark Fischer-Colbrie and Thomas M.
Loarie, jointly and severally, his attorneys-in-fact, each with the power of
substitution, 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 exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said Attorneys-in-fact and agents, and each
of them acting alone, full power and authority to do and perform each and every
act or thing necessary to be done in and about the premises and 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ ------------------------------------ ---------------------
<S> <C> <C>
/s/ Thomas M. Loarie Chairman of the Board, President April 23, 1998
- ------------------------------------ and Chief Executive Officer
(Thomas M. Loarie) (Principal Executive Officer)
/s/ Mark Fischer-Colbrie Vice President, Finance and April 23, 1998
- ------------------------------------ Administration; Chief Financial
(Mark Fischer-Colbrie) Officer and Assistant Secretary
(Principal Financial and Accounting
Officer)
/s/ Kshitij Mohan Director April 23, 1998
- ------------------------------------
(Kshitij Mohan)
/s/ Charles Crocker Director April 23, 1998
- ------------------------------------
(Charles Crocker)
Director
- ------------------------------------
(John R. Gilbert)
Director
- ------------------------------------
(Lawrence Lehmkuhl)
/s/ Steven N. Weiss Director April 23, 1998
- ------------------------------------
(Steven N. Weiss)
Director
- ------------------------------------
(Art Pappas)
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
------
5.1 Opinion of Venture Law Group, A Professional Corporation.
23.1 Consent of Venture Law Group, A Professional Corporation (contained
in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 7).
<PAGE>
EXHIBIT 5.1
April 23, 1998
KeraVision, Inc.
48630 Milmont Drive
Fremont, CA 94538
KERAVISION, INC. - REGISTRATION STATEMENT ON FORM S-8
-----------------------------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission (the
"Commission") on April 24, 1998 in connection with the registration under the
Securities Act of 1933, as amended, of a total of 300,000 shares of your Common
Stock (the "Shares") reserved for issuance under the 1997 Employee Stock Option
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 sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement 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, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP,
A Professional Corporation
/S/ VENTURE LAW GROUP
ESR
<PAGE>
EXHIBIT 23.2
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 Employee Stock Option Plan of KeraVision, Inc.
of our report dated February 5, 1998 with respect to the consolidated financial
statements of KeraVision, Inc. included in its Annual Report on Form 10-K for
the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
-------------------------
ERNST & YOUNG LLP
Palo Alto, California
April 22, 1998
