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.
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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)
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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.
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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
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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)
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