<PAGE>
As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-__________
================================================================================
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 or Other Jurisdiction (IRS Employer
of Incorporation or Identification Number)
Organization)
______________________________
48630 Milmont Drive
Fremont, California 94538
(Address of Principal Executive Offices including Zip Code)
______________________________
KeraVision, Inc. 1997 Employee Stock Option Plan
(Full Titles of the Plan)
______________________________
Thomas M. Loarie
Chairman, President and Chief
Executive Officer
KeraVision, Inc.
48630 Milmont Drive
Fremont, California 94538
(510) 353-3000
______________________________
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
______________________________
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Amount Maximum Maximum Amount Of
Securities To Be To Be Offering Aggregate Registration
Registered Registered (1) Price Per Offering Fee
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share (3) (4) 800,000 $5.855 $4,684,000 $1,236.58
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover a
presently indeterminate number of additional shares of the Registrant's
Common Stock that may become issuable as a result of anti-dilution
adjustments deemed necessary or equitable by the Board of Directors of the
Registrant upon stock splits, stock dividends or other similar changes in
capitalization.
(2) Estimated for the purpose of calculating the registration fee (i) pursuant
to Rule 457(h) on the basis of a weighted average exercise price per share
for 186,590 shares subject to options previously granted at $ 9.280 per
share and (ii) pursuant to Rule 457(c) for the remaining 613,410 shares
available for future grants based on the average high and low prices for
the Registrant's Common Stock at $4.813 as reported on the Nasdaq National
Market on June 15, 2000.
(3) Each share of Common Stock being registered hereunder, if issued prior to
the termination by the Company of its Preferred Shares Rights Agreement,
will include a Preferred Share Purchase Right. Prior to the occurrence of
certain events, the Preferred Share Purchase Rights will not be exercisable
or evidenced separately from the Common Stock.
(4) The KeraVision, Inc. 1997 Employee Stock Option Plan ("Employee Stock
Plan") authorizes the issuance of a maximum of 1,100,000 shares of which
800,000 of the authorized shares are being registered hereunder.
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the Stock Plan and the Director Stock Plan
are exercised.
================================================================================
<PAGE>
PART I
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation, by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
On April 24, 1998, KeraVision, Inc. filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (File No. 333-50983) relating to
300,000 shares of Common Stock to be offered and sold under the plan set forth
on the cover page of this Registration Statement. Pursuant to General
Instruction E of Form S-8, the contents of such prior Registration Statement are
incorporated into this Registration Statement by reference to the extent not
modified or superseded hereby or by any subsequently filed document which is
incorporated by reference herein or therein.
Item 8. Exhibits
--------
See Index to Exhibits on page 4.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 June 19, 2000.
KERAVISION, INC.
By: /s/ Thomas M. Loarie
---------------------
Thomas M. Loarie, Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
2
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Thomas M. Loarie and Mark Fischer-Colbrie, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective 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 said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas M. Loarie Chairman, President and Chief June 19, 2000
--------------------------------- Executive Officer (Principal
Thomas M. Loarie Executive Officer)
/s/ Mark Fischer-Colbrie Vice President, Finance and June 19, 2000
--------------------------------- Administration, Chief Financial
Mark Fischer-Colbrie Officer and Assistant Secretary
(Principal Financial and Accounting
Officer)
_________________________________ Director
Lawrence A. Lehmkuhl
/s/ Kshitij Mohan Director June 19, 2000
---------------------------------
Kshitij Mohan
/s/ A M. Pappas Director June 19, 2000
---------------------------------
Arthur M. Pappas
/s/ Peter L. Wilson Director June 19, 2000
---------------------------------
Peter L. Wilson
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
-------
4.1 Preferred Shares Rights Agreement, dated as of August 18, 1997,
between Registrant and Bank Boston, N.A. (Filed as Exhibit 4.1 to
Registrant's registration statement on Form 8-A, filed with the
SEC on August 25, 1997 and incorporated by reference herein)
4.2* KeraVision, Inc. 1997 Employee Stock Option Plan
5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature page to this
Registration Statement)
___________
* Incorporated herein by reference to the Company's Annual Report on form 10-K
for the year ended December 31, 1997, and filed with the SEC on March 30,
1998.
4
