As filed with the Securities and Exchange Commission on December 12, 2003
Registration No.333-52096
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
1996 STAAR SURGICAL COMPANY NON-QUALIFIED 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
This Post-Effective Amendment No. 1 is being filed to de-register 134,316
shares of Common Stock of STAAR Surgical Company (the "Registrant"). These
shares were originally registered under the Registration Statement on Form S-8,
Registration No. 333-52096, for purchase under the 1996 STAAR Surgical Company
Non-Qualified Stock Plan. The Plan has been terminated, and all rights to
purchase shares under the Plan have been exercised or have expired. The
Registrant intends to carry forward the 134,316 deregistered shares to a new
Registration Statement on Form S-8 covering a separate benefit plan of the
Registrant.
II-1
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 December 12, 2003.
STAAR SURGICAL COMPANY
By: /s/ David Bailey
-------------------------------------
David Bailey
President, Chief Executive Officer, Chairman
and Director (Principal Executive Officer)
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 December 12, 2003
------------------------------ Officer, Chairman and
David Bailey Director (Principal
Executive Officer)
/s/ John Bily Chief Financial Officer December 12, 2003
------------------------------ and Chief Accounting
John Bily Officer (Principal
Financial and Accounting
Officer)
/s/ Donald Duffy Director December 12, 2003
------------------------------
Donald Duffy
/s/ Dr. Volker D. Anhaeusser Director December 12, 2003
------------------------------
Dr. Volker D. Anhaeusser
/s/ John R. Gilbert Director December 12, 2003
------------------------------
John R. Gilbert
/s/ David Morrison Director December 12, 2003
------------------------------
David Morrison
II-2