-----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, LCGVu1IDMNo45+7naMTvjK3owqZSWSpO7cT78ei7B3VSLxnkFnz7HFfHQ1Yy+BoY HnqPAt5RsihGFVlsIEC1cg== 0001021408-02-011126.txt : 20020816 0001021408-02-011126.hdr.sgml : 20020816 20020816161328 ACCESSION NUMBER: 0001021408-02-011126 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020816 EFFECTIVENESS DATE: 20020816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERPORE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000854093 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 953043318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-98279 FILM NUMBER: 02741508 BUSINESS ADDRESS: STREET 1: 181 TECHNOLOGY DR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494533200 MAIL ADDRESS: STREET 1: 181 TECHNOLOGY DR CITY: IRVINE STATE: CA ZIP: 92718- FORMER COMPANY: FORMER CONFORMED NAME: INTERPORE INTERNATIONAL /CA/ DATE OF NAME CHANGE: 19920703 S-8 1 ds8.txt STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS As filed with the Securities and Exchange Commission on August 16, 2002 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- INTERPORE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-3043318 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 181 Technology Drive Irvine, California 92618-2402 (Address of Principal Executive Offices including Zip Code) ---------- STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF INTERPORE INTERNATIONAL (Full Title of the Plan) ---------- Richard L. Harrison Copy to: Senior Vice President--Finance, Chief Charles K. Ruck, Esq. Financial Officer and Secretary LATHAM & WATKINS INTERPORE INTERNATIONAL, INC. 650 Town Center Drive, Twentieth Floor 181 Technology Drive Costa Mesa, California 92626 Irvine, California 92618-2402 (714) 540-1235 (949) 453-3200 (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------
- ----------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Offering Registration to be Registered Registered (1) Per Share (2) Price (2) Fee - ----------------------------------------------------------------------------------------------- Common Stock, $.01 100,000 $ 5.52 $ 552,000 $ 50.79 par value (including the associated preferred share purchase rights) (3) - -----------------------------------------------------------------------------------------------
(1) The Stock Option Plan for Non-Employee Directors, as amended (the "Plan"), authorizes the issuance of 300,000 shares, of which 200,000 shares have been previously registered and 100,000 of which are being registered hereunder. (2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended (the "Securities Act"), and is based on the average of the high and low sales price of the Common Stock, as reported on the Nasdaq Stock Market on August 13, 2002 ($5.52). (3) Each share of Common Stock being registered hereunder, if issued prior to the termination by the Company of its preferred share rights agreement, includes Series A junior participating preferred stock rights. Prior to the occurrence of certain events, the Series A junior participating purchase rights will not be exercisable or evidenced separately from the Common Stock. (4) In the event of a stock split, stock dividend or similar transaction involving the Company's Common Stock, the number of shares registered hereby shall automatically be increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act. ================================================================================ Proposed sale to take place as soon after the effective date of the Registration Statement as outstanding options are exercised. Total Pages 6 Exhibit Index on Page 4 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 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 "Commission"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Registration of Additional Securities The Plan authorizes the issuance of 300,000 shares of Common Stock. By a Registration Statement on Form S-8 filed with the Commission on June 22, 1995, Registration No. 33-93844, the Company initially registered 200,000 shares of Common Stock of the Company issuable under the Plan. Under this Registration Statement, the Company is registering an additional 100,000 shares of Common Stock issuable under the Plan. The contents of the prior Registration Statement are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document that is incorporated by reference herein or therein. Item 5. Experts The consolidated financial statements and related financial statement schedule of Interpore International, Inc. appearing in the Company's Annual Report (Form 10-K) for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Item 8. Exhibits See Index to Exhibits on page 4. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (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 Irvine, State of California, on this 15/th/ day of August 2002. Interpore International, Inc., a Delaware corporation By: /s/ David C. Mercer -------------------------------------------------- David C. Mercer Chairman and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated as of August 15, 2002, each person whose signature appears below constitutes and appoints David C. Mercer and Richard L. Harrison, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him, 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 Commission.
Signature Title - --------------------------------- ----------------------------------------------------------- /s/ David C. Mercer Chairman of the Board, Chief Executive Officer and - --------------------------------- David C. Mercer Director /s/ Joseph A. Mussey President, Chief Operating Officer and Director - --------------------------------- Joseph A. Mussey /s/ Richard L. Harrison Senior Vice President-Finance, Chief Financial Officer and - --------------------------------- Richard L. Harrison Secretary (Principal Financial and Accounting Officer) /s/ David W. Chonette Director - --------------------------------- David W. Chonette /s/ William A. Eisenecher Director - --------------------------------- William A. Eisenecher /s/ Daniel A. Funk, M.D. Director - --------------------------------- Daniel A. Funk, M.D. /s/ Lewis Parker Director - --------------------------------- Lewis Parker /s/ Robert J. Williams Director - --------------------------------- Robert J. Williams
INDEX TO EXHIBITS
EXHIBIT PAGE - ------- ----------- 4.1 Rights Agreement dated November 19, 1998 between Interpore Note (1) International, Inc. and U.S. Stock Transfer Corporation 4.2 Registration Rights Agreement dated December 8, 1999 by and Note (2) between Interpore International, Inc., John A. Dawdy and Andrew G. Hood 5.1 Opinion of Latham & Watkins 5 23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 5 23.2 Consent of Ernst & Young LLP, Independent Auditors 6 24 Power of Attorney (included in the signature page to this 3 Registration Statement)
______________ (1) Incorporated by reference from our Current Report on Form 8-K dated December 1, 1998. (2) Incorporation by reference from our Annual Report on Form 10-K for the fiscal year ended December 31, 1999. EX-5.1 3 dex51.txt OPINION OF LATHAM & WATKINS EXHIBIT 5.1 [LATHAM & WATKINS LETTERHEAD] August 15, 2002 Interpore International, Inc. 181 Technology Drive Irvine, California 92618-2402 Re: Registration Statement on Form S-8 Gentlemen: In connection with the registration by Interpore International, Inc., a Delaware corporation (the "Company"), of 100,000 shares of common stock of the Company, par value $0.01 per share (the "Shares"), to be issued pursuant to the Stock Option Plan for Non-Employee Directors of the Company, as amended (the "Plan"), under the Securities Act of 1933, as amended, on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement"), you have requested our opinion with respect to the matters set forth below. In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken or to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In addition, we have examined such matters of fact and questions of law as we have deemed necessary or appropriate for purposes of this opinion. With your consent, we have relied upon certificates of an officer of the Company and others with respect to certain factual matters. We have not independently verified such factual matters. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, including statutory and reported decisional law thereunder, and we express no opinion with respect to the applicability thereto, or the effect thereon of the laws of any other jurisdiction or, in the case of Delaware, any other laws or as to any matters of municipal law or the laws of any local agencies within any state. Subject to the foregoing and in reliance thereon, it is our opinion that upon the issuance and sale of the Shares in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan, and subject to the Company completing all actions and proceedings required on its part to be taken prior to the issuance of the Shares pursuant to the terms of the Plan and the Registration Statement, including, without limitation, collection of required payment for the Shares, the Shares will be validly issued, fully paid and nonassessable securities of the Company. We consent to your filing this opinion as an exhibit to the Registration Statement. This opinion is rendered only to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, as furnished to, quoted to, or relied upon by any other person, firm or corporation for any purpose, without our prior written consent. Very truly yours, /s/ LATHAM & WATKINS EX-23.2 4 dex232.txt CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) pertaining to the Stock Option Plan for Non-Employee Directors of Interpore International and to the incorporation by reference therein of our report dated February 5, 2002, with respect to the consolidated financial statements and schedule of Interpore International, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Orange County, California August 12, 2002 -----END PRIVACY-ENHANCED MESSAGE-----