Prepared by R.R. Donnelley Financial -- Form S-8
 
As filed with the Securities and Exchange Commission on May 31, 2002
Registration No. 333-          
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
SONOSITE, INC.
(Exact name of Registrant as specified in its charter)
 
Washington
  
91-1405022
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
 
21919 30th Drive SE
Bothell, Washington 98021-3904
(Address of principal executive offices, including zip code)
 
SONOSITE, INC. 1998 STOCK OPTION PLAN
(Full title of the plan)
 
KEVIN M. GOODWIN
President and Chief Executive Officer
SonoSite, Inc.
21919 30th Drive SE
Bothell, Washington 98021-3904
(425) 951-1200
(Name, address and telephone number, including area code, of agent for service)
 
 
Copy to:
 
STEPHEN M. GRAHAM
Orrick, Herrington & Sutcliffe LLP
719 Second Avenue, Suite 900
Seattle, Washington 98104
 
 
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, $0.01 par value per share, subject to unexercised options granted under the 1998 Plan
  
40,425 shares
     
$18.51
(2)
   
$748,267
     
$69
Common Stock, $0.01 par value per share, authorized but not granted under the 1998 Plan
  
459,575 shares
     
$15.93
(3)
   
$7,321,030
     
$674
TOTAL
  
500,000 shares
            
$8,069,297
     
$743
                          
 
(1)
 
This registration statement shall also cover any additional shares of common stock that may become issuable under the 1998 Plan being registered hereby as a result of any future stock split, stock dividend, recapitalization or similar adjustment effected without the receipt of consideration that results in an increase in the number of outstanding shares of the registrant’s common stock.
 
(2)
 
Pursuant to Rule 457(h) under the Securities Act of 1933, the computation is based on the weighted average exercise price per share of $18.51 as to outstanding but unexercised options to purchase an aggregate of 40,425 shares of common stock granted under the 1998 Plan.
 
(3)
 
Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based on the average of the high and low sales price of the common stock as reported on the Nasdaq National Market on May 30, 2002.
 

REGISTRATION OF ADDITIONAL SECURITIES
 
This registration statement on Form S-8 is being filed by SonoSite, Inc. for the purpose of registering an additional 500,000 shares of common stock, par value $0.01, to be issued pursuant to the SonoSite, Inc. 1998 Stock Option Plan, as amended and restated on February 13, 2002, or the 1998 Plan. The contents of SonoSite’s registration statement on Form S-8 (No. 333-82739) relating to the 1998 Plan, filed on July 13, 1999, are incorporated by reference into this registration statement in accordance with General Instruction E to Form S-8.
 
Item 8.    EXHIBITS
 
Exhibit Number
   
Description
  5.1
   
Opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the registrant, regarding the legality of the common stock being registered
10.1
   
SonoSite, Inc. 1998 Stock Option Plan, as amended and restated on February 13, 2002 (incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the period ended March 31, 2002, filed on May 13, 2002)
23.1
   
Consent of KPMG LLP, Independent Auditors
23.2
   
Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1)
24.1
   
Power of Attorney (contained on signature page)
 

II-1

 
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 city of Seattle, state of Washington, on the 31st day of May, 2002.
 
SONOSITE, INC.
By:
  
/S/    KEVIN M. GOODWIN        
   
Kevin M. Goodwin
President and Chief Executive Officer
 
POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Kevin M. Goodwin and Michael J. Schuh, or either of them, his attorneys-in-fact, for him in any and all capacities, to sign any amendments to this registration statement, including any and all post-effective amendments and amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that the attorney-in-fact, or his or her substitute, may do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 31st day of May, 2002.
 
Signature
   
Title
/S/    KEVIN M. GOODWIN        
Kevin M. Goodwin
   
President, Chief Executive Officer and Director (Principal Executive Officer)
/S/    MICHAEL J. SCHUH        
Michael J. Schuh
   
Vice President-Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
/S/    KIRBY L. CRAMER        
Kirby L. Cramer
   
Chairman of the Board
/S/    EDWARD V. FRITZKY        
Edward V. Fritzky
   
Director
/S/    STEVEN R. GOLDSTEIN, M.D.        
Steven R. Goldstein, M.D.
   
Director
/S/    ERNEST MARIO, PH.D        
Ernest Mario
   
Director
/s/    William G. Parzybok, Jr.        
William G. Parzybok, Jr.
   
Director

II-2

/S/    JEFFREY PFEFFER, PH.D.        
Jeffrey Pfeffer, Ph.D.
   
Director
Jacques Souquet, Ph.D.
   
Director
/S/    RICHARD S. SCHNEIDER, PH.D.        
Richard S. Schneider, Ph.D.
   
Director
/S/    DENNIS A. SARTI, M.D.        
Dennis A. Sarti, M.D.
   
Director

II-3

 
INDEX TO EXHIBITS
 
Exhibit Number
   
Description
  5.1
   
Opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the registrant, regarding the legality of the common stock being registered
10.1
   
SonoSite, Inc. 1998 Stock Option Plan, as amended and restated on February 13, 2002 (incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the period ended March 31, 2002, filed on May 13, 2002)
23.1
   
Consent of KPMG LLP, Independent Auditors
23.2
   
Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1)
24.1
   
Power of Attorney (contained on signature page)