S-8 1 ds8.htm FORM S-8 Prepared by R.R. Donnelley Financial -- Form S-8
As filed with the Securities and Exchange Commission on August 30, 2002
Registration No. 333-            
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
SONIC INNOVATIONS, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
(State of Incorporation)
  
87-0494518
(I.R.S. Employer
Identification Number)
 
2795 East Cottonwood Parkway, Suite 660
Salt Lake City, Utah 84121-7036
(Address of Principal Executive Offices)
 
2000 STOCK PLAN
(Full title of the plan)
 
 
Stephen L. Wilson
Chief Financial Officer
SONIC INNOVATIONS, INC.
2795 East Cottonwood Parkway, Suite 660
Salt Lake City, Utah 84121-7036
(Name and address of agent for service)
 
(801) 365-2800
(Telephone number, including area code, of agent for service)
 
Copy to:
 
Mark Bonham, Esq.
WILSON SONSINI GOODRICH & ROSATI, PC
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
 
 
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
   
Amount to be
Registered (1)
     
Proposed Maximum
Offering Price
Per Share
     
Proposed Maximum
Aggregate
Offering price
   
Amount of Registration Fee
Common Stock, $0.001 par value, to be issued under the:
                              
2000 Stock Plan
   
500,000
     
$
5.64
(2)
   
$
2,820,000
   
$
259.44
(1)
 
Amount of securities to be registered computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended, as the maximum number of the Registrant’s Common Stock issuable under the plans covered by this registration statement.
(2)
 
The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of Registrant’s Common Stock as reported on the Nasdaq National Market on August 26, 2002.
 

 
Pursuant to General Instruction E for registration statements on Form S-8, the contents of the Registration Statements on Form S-8 of Sonic Innovations, Inc. (the “Registrant”) filed with the Securities and Exchange Commission on May 9, 2000 (file number 333-36562), May 2, 2001 (file number 333-59988), January 3, 2002 (file number 333-76250), and August 16, 2002 (file number 333-98303) are incorporated herein by reference.
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.    Plan Information.
 
Not required to be filed with this Registration Statement.
 
Item 2.    Registrant Information and Employee Plan Annual Information.
 
Not required to be filed with this Registration Statement.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.    Incorporation of Documents by Reference.
 
The following documents and information heretofore filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:
 
1.  The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 28, 2002, Quarterly Reports on Form 10-Q for the quarters ended June 30, 2002 and March 31, 2002, filed on August 14, 2002 and May 6, 2002 respectively, and Current Report on Form 8-K filed July 2, 2002, as amended by the Current Report on Form 8-K/A filed on August 15, 2002.
 
2.  The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A filed on April 13, 2000 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
 
3.  The description of the Registrant’s Preferred Share Purchase Rights contained in the Registrant’s Registration Statement on Form 8-A filed on April 16, 2001 pursuant to Section 12(g) of the Exchange Act, including any amendment or report 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 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 required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8.
 
Item 5.    Interests of Named Experts and Counsel.
 
The financial statements incorporated by reference into this prospectus for the years ended December 31, 2001, 2000 and 1999 have been included in reliance on the report of Arthur Andersen LLP, independent public accountants, given on the authority of said firm as experts in auditing and accounting. Arthur Andersen LLP has not consented to the inclusion of their report in this prospectus, and we have dispensed with the requirement to file their consent in reliance on Rule 437a under the Securities Act. Because Arthur Andersen LLP has not consented to the inclusion of their report in this prospectus, investors may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statement of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated in those financial statements.
 
Item 6.    Indemnification of Directors and Officers.
 
Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8.
 
Item 7.    Exemption from Registration Claimed.
 
Not Applicable.
 
Item 8.    Exhibits
 
Exhibit Number
   
Description
  4.2
   
2000 Stock Plan (Amended)
      
  5.1
   
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Registrant
      
23.1
   
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Counsel to the Registrant (contained in Exhibit 5.1)
      
24.1
   
Power of Attorney (see page 5).
      
 
Arthur Andersen LLP has not consented to the inclusion of their report contained in our Annual Report on Form 10-K filed on March 28, 2002 in this registration statement, and we have dispensed with the requirement to file their consent in reliance on Rule 437a under the Securities Act.
 
Item 9.    Undertaking.
 
Not required to be filed with this Registration Statement pursuant to General Instruction E for registration statements on Form S-8.

 
SIGNATURES
 
Pursuant to the requirements of Securities Act of 1933, as amended, the Registrant 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 Salt Lake City, State of Utah, on this 30th day of August, 2002.
 
SONIC INNOVATIONS, INC.
By:
  
/s/    STEPHEN L. WILSON         
   
Stephen L. Wilson
Vice President and Chief Financial Officer

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew G. Raguskus and Stephen L. Wilson, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8 and to perform any acts necessary in order to file such amendments, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or their or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated on the 30th of August, 2002.
 
Signature
   
Title
/s/    ANDREW G. RAGUSKUS
Andrew G. Raguskus
   
President, Chief Executive Officer and Director
    (Principal Executive Officer)
/s/    STEPHEN L. WILSON
Stephen L. Wilson
   
Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)
/s/    LEWIS S. EDELHEIT
Lewis S. Edelheit
   
Director
/s/    ANTHONY B. EVNIN
Anthony B. Evnin
   
Director
/s/    G. WALTER LOEWENBAUM, II
G. Walter Loewenbaum II
   
Director
/s/    KEVIN J. RYAN
Kevin J. Ryan
   
Chairman of the Board
/s/    LAWRENCE C. WARD
Lawrence C. Ward
   
Director
/s/    SAMUEL L. WESTOVER
Samuel L. Westover
   
Director
/s/    ALLAN M. WOLFE
Allan M. Wolfe
   
Director