<PAGE>
As filed with the Securities and Exchange Commission on January 19, 1999
Registration No. 333-58961
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
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
(510) 353-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Thomas M. Loarie
Chairman, President and Chief Executive Officer
KeraVision, Inc.
48630 Milmont Drive
Fremont, California 94538
(510) 353-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Michael W. Hall
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<PAGE>
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (the "Registration Statement") of KeraVision, Inc., is
solely to file the form of prospectus supplement contained herein.
<PAGE>
Prospectus Supplement
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(To Prospectus dated July 22, 1998)
KERAVISION, INC.
COMMON STOCK
-----------------------------------
The information contained herein supplements and updates information
contained in the Prospectus dated July 22, 1998 (the "Prospectus") relating to
the offering (the "Offering") of an aggregate of 2,565,000 shares of Common
Stock of KeraVision, Inc. (the "Company").
The information contained herein should be considered in conjunction
with, and is qualified in its entirety by, the information contained in the
Prospectus, which provides a more complete description of the Offering, the
Company and other considerations.
No dealer, salesman, or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus Supplement and the Prospectus in connection with the offer made by
this Prospectus Supplement and the Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by KeraVision, Inc. Neither the delivery of this Prospectus Supplement or the
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of KeraVision, Inc.
since the date hereof. This Prospectus Supplement and the Prospectus do not
constitute an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
-----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------
The date of this Prospectus Supplement is _______ __, 1999
<PAGE>
This Prospectus Supplement (the "Prospectus Supplement") supplements
the Prospectus dated July 22, 1998 (the "Prospectus") of KeraVision, Inc. (the
"Company") relating to the public offering (which is not being underwritten) and
sale of up to 2,565,000 shares of Common Stock (the "Shares"), of the Company,
which may be offered and sold from time to time by certain stockholders of the
Company or by pledgees, donees, transferees or other successors in interest of
such stockholders that receive such shares as a gift, partnership distribution
or other non-sale related transfer (the "Selling Stockholders").
Certain Selling Stockholder that are partnerships have informed the
Company that they may make partnership distributions of certain shares of the
Company's Common Stock held by them. As a result of such distributions, certain
limited partners of these Selling Stockholders may receive up to an aggregate of
1,995,000 shares of Common Stock, (representing the number of shares of Common
Stock issuable to such Selling Stockholders upon conversion of the Series B
Shares issued and sold to them on June 12, 1998, and Series B Shares that may be
issued to such Selling Stockholders as dividends in the two-year period ending
on June 12, 2000) representing approximately 13.0% of the total outstanding
shares of Common Stock of the Company (based on 12,775,763 shares outstanding as
of January 14, 1999 and the shares that may be issued in the Offering). As a
result, such distributees would become Selling Stockholders under the
Prospectus.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale and distribution of the Common Stock
being registered. Selling commissions and brokerage fees and any applicable
transfer taxes and fees and disbursements of counsel for the Selling
Stockholders are payable individually by the Selling Stockholders. All amounts
are estimates except the registration fee.
<TABLE>
<CAPTION>
Amount
To be Paid
----------
<S> <C>
Registration Fee.................................................................. $5,958.70
Legal Fees and Expenses........................................................... $50,000.00
Accounting Fees and Expenses...................................................... $5,000.00
Fees of Cowen & Company in connection with the Private Placement
and related transactions...................................................... $1,300,000.00
Total.......................................................................... $1,360,958.70
</TABLE>
Item 15. Indemnification of Directors and Officers
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Certificate of Incorporation, as amended, limits the
liability of directors and officers 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). The
Company's Bylaws further provide for indemnification of directors, officers,
employees and corporate agents to the maximum extent permitted by the Delaware
General Corporation Law. In addition, the Company has entered into
indemnification agreements with its officers and directors and maintains
director and officer liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and persons controlling the
registrant pursuant to the foregoing 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 the Securities Act and
is therefore unenforceable.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
3.6 + Certificate of Designation of Rights, Preferences and Privileges of Series B
Convertible Preferred Stock of KeraVision, Inc.
5.1 + Opinion of Venture Law Group, A Professional Corporation
10.25 + Series B Convertible Preferred Stock Purchase Agreement dated as of
June 12, 1998
10.26 + Investors' Rights Agreement dated as of June 12, 1998
23.1 + Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<C> <S>
23.2 + Consent of Counsel (included in Exhibit 5.1)
24.3 + Power of Attorney (see Pages II-3 to II-4)
</TABLE>
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+ Previously filed.
Item 17. Undertakings.
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
Securities Act, each 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 this offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the
Securities 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 SEC such
indemnification is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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<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-3 and has duly caused this
Amendment Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on the 19th day of January 1999.
KERAVISION, INC.
By: /s/ Thomas M. Loarie
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Thomas M. Loarie
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------- ----------------------------------------------- ----------------
<S> <C> <C>
/s/ Thomas M. Loarie President, Chief Executive Officer and January 19, 1999
---------------------- Chairman of the Board of Directors
Thomas M. Loarie (Principal Executive Officer)
* Vice President, Finance and Administration, January 19, 1999
---------------------- Chief Financial Officer and Assistant Secretary
Mark Fischer-Colbrie (Principal Financial and Accounting
Officer)
* Director January 19, 1999
----------------------
Charles Crocker
* Director January 19, 1999
----------------------
Kshitij Mohan
* Director January 19, 1999
----------------------
Arthur M. Pappas
* Director January 19, 1999
----------------------
Steven N. Weiss
*By: /s/Thomas M. Loarie January 19, 1999
----------------------
Thomas M. Loarie,
Attorney-In-Fact
</TABLE>
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