-----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, UyUejAdup08NB7w39E6lYyQpPfZL1Z7j5gFV7DQs+Qbob2MvpzB8PhrFRciodWeg +x33f0r9430L1SqjjEQMmw== 0000927016-99-000716.txt : 19990219 0000927016-99-000716.hdr.sgml : 19990219 ACCESSION NUMBER: 0000927016-99-000716 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990218 EFFECTIVENESS DATE: 19990218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISION SCIENCES INC /DE/ CENTRAL INDEX KEY: 0000894237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72547 FILM NUMBER: 99544943 BUSINESS ADDRESS: STREET 1: 9 STRATHMORE ROAD CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 5086509971 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 18, 1999 Registration No. 333-_______________ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VISION-SCIENCES, INC. (Exact name of issuer as specified in its charter) Delaware 13-3430173 - ------------------------------- ------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9 Strathmore Road, Natick, Massachusetts 01760 ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) 1990 STOCK OPTION PLAN ---------------------- (Full title of the plan) Peter B. Tarr, Esq., Hale and Dorr LLP 60 State Street, Boston, Massachusetts 02109 -------------------------------------------- (Name and address of agent for service) (617) 526-6000 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------
Proposed Proposed Title of Amount to Maximum Maximum Amount of Securities be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee - ------------------ ------------ ---------------- ---------------- -------------- Common Stock, 2,000,000 (1) (1) $.01 par value shares $1.39065 $2,781,300 $773.20
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 (c) and (h) of the Securities Act of 1933, as amended, and based on the average of the high and low prices of the Common Stock on the Nasdaq Stock Market on February 16, 1999. Statement of Incorporation by Reference --------------------------------------- This Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8, File No. 33-57298 filed by the Registrant on January 22, 1993 and the contents of Registration Statement on Form S-8, File No. 33-80762 filed by the Registrant on June 24, 1994, relating to the Registrant's 1990 Stock Option Plan. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Town of Natick, Commonwealth of Massachusetts, on this 10th day of February, 1999. VISION-SCIENCES, INC. By: /s/ Katsumi Oneda ---------------------------------- Katsumi Oneda President, Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY We, the undersigned officers and directors of Vision-Sciences, Inc. hereby severally constitute and appoint Katsumi Oneda, Gerald B. Lichtenberger, James A. Tracy and Peter B. Tarr, and any of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Vision-Sciences, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. -3- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the 10th day of February, 1999.
Signature Title - ------------------------------ --------------------------------------------- /s/ Katsumi Oneda President, Chief Executive Officer and - ------------------------------ Chairman of the Board of Directors Katsumi Oneda (Principal Executive Officer) /s/ Gerald B. Lichtenberger Vice President, Business Development and - ------------------------------ Director Gerald B. Lichtenberger /s/ James A. Tracy Vice President Finance, Chief Financial - ------------------------------ Officer, Chief Accounting Officer (Principal James A. Tracy Financial and Accounting Officer) /s/ Kenneth Anstey Director - ------------------------------ Kenneth Anstey /s/ Lewis C. Pell Director - ------------------------------ Lewis C. Pell /s/ Fred E. Silverstein Director - ------------------------------ Fred E. Silverstein
-4- EXHIBIT INDEX -------------
Exhibit Number - ------- 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP 24.1 Power of Attorney (included in the signature pages of this Registration Statement).
EX-5.1 2 OPINION OF HALE AND DORR LLP HALE AND DOOR LLP Counsellors at Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 . fax 617-526-5000 Exhibit 5.1 ----------- February 18, 1999 Vision-Sciences, Inc. 9 Strathmore Road Natick, MA 01760 Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 2,000,000 shares of Common Stock, $.01 par value per share (the "Shares"), of Vision-Sciences, Inc., a Delaware corporation (the "Company"), issuable under the Company's 1990 Stock Option Plan (as amended, the "Plan"). We have examined the Certificate of Incorporation and By-Laws of the Company, and all amendments thereto, the Registration Statement, all pertinent records of the meetings of the directors and stockholders of the Company and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based on the foregoing, it is our opinion that the Shares of Common Stock covered by the Registration Statement to be issued under the Plan have been duly authorized for issuance, and when issued and paid for in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement. Very truly yours, /s/ Hale and Dorr LLP HALE AND DORR LLP Washington, DC Boston, MA London, UK* - ------------------------------------------------------------------------------- HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS *BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM) EX-23.2 3 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.2 ------------ CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated May 1, 1998 (except for the matter discussed in Note 11, as to which the date is May 9, 1998) included in Vision-Sciences, Inc.'s. Form 10-K for the year ended on March 31, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts February 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----