-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKnAGc/3VRhPN0QR2DTPPc3PA9D8Bg5ZrvU/RkkXucDc72oixve5/5GOfbr8b0Q7 CfgUy7bxlHyTVuuhEMOxvw== 0001141218-03-000060.txt : 20030421 0001141218-03-000060.hdr.sgml : 20030421 20030418174227 ACCESSION NUMBER: 0001141218-03-000060 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030421 EFFECTIVENESS DATE: 20030421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAAR SURGICAL COMPANY CENTRAL INDEX KEY: 0000718937 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 953797439 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-104643 FILM NUMBER: 03656095 BUSINESS ADDRESS: STREET 1: 1911 WALKER AVE CITY: MONROVIA STATE: CA ZIP: 91016 BUSINESS PHONE: 8183037902 MAIL ADDRESS: STREET 1: 1911 WALKER AVE CITY: MONROVIA STATE: CA ZIP: 91016 S-8 1 staarconsults8.txt REGISTRATION STATEMENT ON FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ STAAR SURGICAL COMPANY (Exact name of registrant as specified in its charter) ___________________ Delaware 95-3797439 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1911 Walker Avenue Monrovia, California 91016 (Address of principal executive offices) (Zip code) ___________________ 1995 STAAR Surgical Company Consultant Stock Plan (Full title of the plan) ___________________ John Bily Chief Financial Officer STAAR Surgical Company 1911 Walker Avenue Monrovia, California 91016 (Name and address of agent for service) (626) 303-7902 (Telephone number, including area code, of agent for service) Copy to: Charles S. Kaufman, Esq. Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 48th Floor Los Angeles, California 90071 (213) 620-1780
CALCULATION OF REGISTRATION FEE ____________________________________________________________________________________________________________________________________ Title of each class of securities to be Proposed maximum Proposed maximum Amount of registration registered Amount to be registered(1) offering price per share(2) aggregate offering price(2) fee(2)(3) ____________________________________________________________________________________________________________________________________ Common Stock, par value 200,000 shares $5.80 $1,160,000 $94 $0.01 per share ____________________________________________________________________________________________________________________________________ (1) In addition, this Registration Statement also covers such indeterminate number of shares of Common Stock as may be issued pursuant to the employee benefit plan described herein as a result of the adjustment provisions thereof. (2) Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on April 11, 2003, as reported on the Nasdaq Stock Market. (3) Calculated pursuant to General Instruction E on Form S-8.
GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class of securities for which a Registration Statement on Form S-8 relating to the same employee benefit plan is effective. The contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 15, 1995 (File No. 33-60241), as amended, is hereby incorporated by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the 1995 STAAR Surgical Company Consultant Stock Plan of STAAR Surgical Company, a Delaware corporation (the "Company"), as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424 in accordance with the Note to Part I of Form S-8. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed by the Company with the Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for its fiscal year ended January 3, 2003, filed with the Commission on April 3, 2003; (b) The Company's Current Report on Form 8-K filed with the Commission on March 31, 2003; and (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (File No. 00011634), filed with the Commission on February 24, 1984, as amended by Amendment No. 1 thereto filed with the Commission on April 18, 2003, including any amendment or report filed for the purposes of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any information that is furnished in any document incorporated or deemed to be incorporated by reference herein, but that is not deemed "filed" under the Securities Act or the Exchange Act, is not incorporated by reference herein. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. -1- Item 8. Exhibits. Exhibit Number Description of Exhibit _______ ______________________ 5.1 Opinion of Sheppard, Mullin , Richter & Hampton, LLP 23.1 Consent of Sheppard, Mullin , Richter & Hampton, LLP (included in its opinion filed as Exhibit 5.1) 23.2 Consent of BDO Seidman, LLP 24.1 Power of Attorney (See p.3) -2- SIGNATURES Pursuant to the requirements of the Securities Act, 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 Monrovia, State of California, on April 18, 2003. STAAR SURGICAL COMPANY By: /s/ David Bailey ____________________________________________ David Bailey President and Chief Executive Officer POWER OF ATTORNEY FILING OF REGISTRATION STATEMENT ON FORM S-8 KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of STAAR Surgical Company, a Delaware corporation (the "Company"), hereby nominate and appoint David Bailey and John Bily, and each of them acting or signing singly, as his or her agents and attorneys-in-fact (the "Agents"), in his or her respective name and in the capacity or capacities indicated below to execute and/or file, with all exhibits thereto, and other documents in connection therewith, (1) a registration statement on Form S-8 under the Securities Act of 1933, as amended, (the "Act"), in connection with the registration under the Act of shares of the Company's common stock issuable under the 1995 STAAR Surgical Company Consultant Stock Plan (including the schedules and all exhibits and other documents filed therewith or constituting a part thereof); and (2) any one or more amendments to any part of the foregoing registration statement, including any post-effective amendments, or appendices or supplements that may be required to be filed under the Act to keep such registration statement effective or to terminate its effectiveness. Further, the undersigned do hereby authorize and direct such agents and attorneys-in-fact to take any and all actions and execute and file any and all documents with the Securities and Exchange Commission (the "SEC"), or state regulatory agencies, necessary, proper or convenient in their opinion to comply with the Act and the rules and regulations or orders of the SEC, or state regulatory agencies, adopted or issued pursuant thereto, including the making of any requests for acceleration of the effective date of said registration statement, to the end that the registration statement of the Company shall become effective under the Act and any other applicable law. Finally, each of the undersigned does hereby ratify, confirm and approve each and every act and document which the said appointment agents and attorneys-in-fact may take, execute or file pursuant thereto with the same force and effect as though such action had been taken or such documents had been executed or filed by the undersigned respectively. -3- This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the SEC. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date _________ _____ ____ /s/ David Bailey ______________________________________ President, Chief Executive April 18, 2003 David Bailey Officer, Chairman and Director (Principal Executive Officer) /s/ John Bily ______________________________________ Chief Financial Officer and April 18, 2003 John Bily Chief Accounting Officer (Principal Financial and Accounting Officer) /s/ Donald Duffy ______________________________________ Director April 18, 2003 Donald Duffy /s/ Dr. Volker D. Anhaeusser ______________________________________ Director April 18, 2003 Dr. Volker D. Anhaeusser /s/ John R. Gilbert ______________________________________ Director April 18, 2003 John R. Gilbert /s/ David Morrison ______________________________________ Director April 18, 2003 David Morrison
-4- EXHIBIT INDEX Exhibit Number Description of Exhibit _______ ______________________ 5.1 Opinion of Sheppard, Mullin , Richter & Hampton, LLP 23.1 Consent of Sheppard, Mullin , Richter & Hampton, LLP (included in its opinion filed as Exhibit 5.1) 23.2 Consent of BDO Seidman, LLP 24.1 Power of Attorney (See p. 3) -5- EX-1 3 staarconsults8ex51.txt OPINION EXHIBIT 5.1 ___________ [Sheppard, Mullin, Richter & Hampton LLP Letterhead] April 18, 2003 STAAR Surgical Company 1911 Walker Avenue Monrovia, California 91016 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as special counsel to STAAR Surgical Company, a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 200,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), reserved for issuance under the 1995 STAAR Surgical Company Consultant Stock Plan, as amended (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the proceedings taken by the Company's Board of Directors with respect to the establishment and amendment of the Plan. With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. As to matters of fact, we are relying on certificates of certain officers of the Company and upon certificates of government officials, all without independent verification. Based on the foregoing review, it is our opinion that, if, as and when the Shares are issued and sold (and the consideration therefor received) pursuant to the provisions of the Plan and stock option agreements duly authorized under the Plan, and in accordance with the Registration Statement, the Shares will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. We express no opinion as to matters governed by any laws other than the Delaware General Corporation Law, the applicable provisions of the Delaware Constitution and reported decisions of the Delaware courts interpreting these laws. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, April 18, 2003 Page 2 whether by implication or otherwise, as to any other matters relating to the Company, the Plan, or the shares of the Company's Common Stock issuable under the Plan. Respectfully submitted, /s/ Sheppard Mullin Richter & Hampton LLP _________________________________________ Sheppard Mullin Richter & Hampton LLP EX-2 4 staarconsults8ex232.txt CONSENT EXHIBIT 23.2 ____________ INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in this Registration Statement of STAAR Surgical Company on Form S-8 of our report dated February 1, 2003 (except for Note 18, which is dated March 26, 2003), appearing in the Annual Report on Form 10-K of STAAR Surgical Company for the year ended January 3, 2003. /s/ BDO Seidman, LLP _________________________ BDO Seidman, LLP Los Angeles, California April 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----