<PAGE>
As filed with the Securities and Exchange Commission on June 1, 2000
Registration No. 333-__________
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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. 1995 Stock Plan
KeraVision, Inc. 1995 Directors' Stock Option Plan
(Full Titles of the Plans)
______________________________
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 Price Per Offering Fee
Share (1) Price (1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share (2)
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Issuable under the Stock Plan (3) 1,240,000 $8.039 $ 9,968,360 $2631.65
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Issuable under the Directors' Stock Option
Plan (4) 100,000 $5.344 $ 534,400 $ 141.08
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Total 1,340,000 N/A $10,502,760 $2772.73
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(1) Estimated for the purpose of calculating the registration fee for the Stock
Plan (i) pursuant to Rule 457(h) on the basis of a weighted average
exercise price per share for 599,202 shares subject to options previously
granted at $10.921 per share and (ii) pursuant to Rule 457(c) for the
remaining 640,798 shares available for future grants under the KeraVision,
Inc 1995 Stock Plan (the "Stock Plan") and for the 100,000 shares available
for future grants under the KeraVision, Inc. 1995 Directors' Stock Option
Plan (the "Director Stock Plan") based on the average high and low prices
for the Registrant's Common Stock at $5.344 as reported on the Nasdaq
National Market on May 30, 2000.
(2) 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.
(3) The Stock Plan authorizes the issuance of a maximum of 1,540,000 shares, of
which 1,240,000 of the authorized shares are being registered hereunder.
(4) The Director Stock Plan authorizes the issuance of a maximum of 250,000
shares, of which 100,000 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.
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<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 January 19, 1996, KeraVision, Inc. filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (File No. 333-00436) relating to
950,000 shares of Common Stock to be offered and sold under the plans 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
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See Index to Exhibits on page 6.
<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 1, 2000.
KERAVISION, INC.
By: /s/ Thomas M. Loarie
_________________________________________
Thomas M. Loarie, Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
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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 1, 2000
Thomas M. Loarie Executive Officer (Principal Executive
Officer)
/s/ Mark Fischer-Colbrie
_________________________ Vice President, Finance and June 1, 2000
Mark Fischer-Colbrie Administration, Chief Financial
Officer and Assistant Secretary
(Principal Financial and Accounting
Officer)
/s/ L. A. Lehmkuhl
_________________________ Director June 1, 2000
Lawrence A. Lehmkuhl
_________________________ Director
Kshitij Mohan
/s/ A. M. Pappas
_________________________ Director June 1, 2000
Arthur M. Pappas
/s/ Peter L. Wilson
_________________________ Director June 1, 2000
Peter L. Wilson
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
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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. 1995 Stock Plan
4.3* Amendment to the KeraVision, Inc. 1995 Stock Plan
4.4* KeraVision, Inc. 1995 Directors' Stock Option Plan
4.5* Amendment to the KeraVision, Inc. 1995 Directors' 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 Proxy Statement filed with
the SEC on April 14, 2000, File No. 000-26316, for the Annual Meeting of the
Company's stockholders held on May 17, 2000.
