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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<P align="center" style="font-size: 10pt"><B>As filed with the Securities and Exchange Commission on October&nbsp;25, 2004</B>


<DIV align="right" style="font-size: 10pt"><B>Registration
No.&nbsp;333-<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></B></DIV>

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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 10pt"><B>WASHINGTON, D.C. 20549</B></DIV>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="21%" align="center">


<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>


<P align="center" style="font-size: 24pt"><B>VNUS MEDICAL TECHNOLOGIES, INC.</B>

<DIV align="center" style="font-size: 10pt"><B>(Exact Name of Registrant as Specified in Its Charter)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or Other Jurisdiction of<BR>
Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>94-3216535</B><BR>
(I.R.S. Employer<BR>
Identification Number)</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="21%" align="center">



<P align="center" style="font-size: 10pt"><B>2200 Zanker Road, Suite&nbsp;F<BR>
San Jose, California 95131</B><BR>
(Address of Principal Executive Offices including Zip Code)



<P align="center" style="font-size: 10pt"><B>VNUS MEDICAL TECHNOLOGIES, INC.<BR>
1995 STOCK PLAN<BR>
VNUS MEDICAL TECHNOLOGIES, INC.<BR>
2000 EQUITY INCENTIVE PLAN</B><BR>
(Full Titles of the Plans)



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="21%" align="center">


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top">
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Copy to:</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Brian E. Farley<BR>
President and Chief Executive Officer<BR>
2200 Zanker Road, Suite&nbsp;F<BR>
San Jose, California 95131<BR>
(408)&nbsp;473-1100</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Charles K. Ruck, Esq.<BR>
Jonn R. Beeson, Esq.<BR>
Latham &#038; Watkins LLP<BR>
650 Town Center Drive, Twentieth Floor<BR>
Costa Mesa, California 92626<BR>
(714)&nbsp;540-1235</B></TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">(Name, Address, Including Zip Code, and Telephone Number,<BR>
Including Area Code, of Agent for Service)



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="21%" align="center">



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>
<DIV>
<HR size="3" width=100% align="center" noshade>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prosposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of Securities to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price(5)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee(6)</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common stock, par value $0.001 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4,910,555</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">15.15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">74,394,908</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,426</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common stock, par value $0.001 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1,393,332</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2.93</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,082,463</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">517</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common stock, par value $0.001 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">302,291</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.81</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">244,856</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,606,178</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,974</TD>
    <TD>&nbsp;</TD>
</TR>
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</TABLE>
</DIV>

<DIV>
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</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">In the event of a stock split, stock dividend, or similar transaction
involving the Registrant&#146;s Common Stock, par value $0.001 per share (the
&#147;Common Stock&#148;), the number of shares registered shall automatically be
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Represents shares of Common Stock available for future issuance under the
VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Represents shares of Common Stock subject to options outstanding under
the VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan at a
weighted average exercise price of $2.93 per share.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Represents shares of Common Stock subject to options outstanding under
the VNUS Medical Technologies, Inc. 1995 Stock Plan at a weighted average
exercise price of 0.81 per share.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). Offering prices of options that have not yet been
granted as of the date of this Registration Statement are computed in
accordance with Rule 457(h) based on the on the average of the high
($15.30) and low ($15.00) trading prices of our common stock on October&nbsp;22,
2004. Offering prices of options that
are outstanding as of the date of this Registration Statement are computed in
accordance with Rule 457(h) based on the weighted average exercise price
(rounded to the nearest cent) of the outstanding options.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">The Registrant previously paid filing fees of $15,180 in connection with
the Registration Statement on Form S-1 (File No.&nbsp;333-44070) filed on
August&nbsp;18, 2000, for the registration of $57,500,000 of securities, all of
which were unsold and withdrawn from registration on April&nbsp;19, 2000. As a
result, the Registrant had a balance of $15,180 with the Securities and
Exchange Commission (the &#147;Commission&#148;). Pursuant to Rule 457(p)
promulgated under the Securities Act, the Registrant subsequently applied
$10,340 of such balance toward the payment of the registration fee in
respect of the Common Stock registered on the Registration Statement on
Form S-1 (File No.&nbsp;333-117640) filed on July&nbsp;23, 2004, as subsequently
amended. As
a result, the Registrant has a balance of $4,840 with the Commission.
Pursuant to Rule 457(p) of the Securities Act, the Registrant is
offsetting a portion of the $9,974 filing fee due in connection with this
Registration Statement by $4,840 from the filing fee previously paid.
Accordingly, the Registrant is paying $5,134 in connection with the filing
of this Registration Statement.</TD>
</TR>

</TABLE>



<P>
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<HR size="4" noshade color="#000000" style="margin-top: -10px">






<P align="center" style="font-size: 10pt">&nbsp;


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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
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	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">INTRODUCTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">PART I<BR> INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">PART II<BR> INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;7. Exemption from Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;8. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item&nbsp;9. Undertakings.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">POWER OF ATTORNEY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="f02622exv5w1.txt">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f02622exv23w2.txt">EXHIBIT 23.2</A></TD></TR>
</TABLE>
</CENTER>
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<!-- link1 "INTRODUCTION" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INTRODUCTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement on Form S-8 is filed by VNUS Medical
Technologies, Inc. (referred to herein as &#147;our&#148;, &#147;we&#148; or &#147;us&#148;) relating to
6,606,178 shares of our common stock, par value $0.001 per share (the &#147;Common
Stock&#148;), issuable to our eligible employees, directors and consultants under
the VNUS Medical Technologies, Inc. 1995 Stock Plan, as amended, and the VNUS
Medical Technologies, Inc. 2000 Equity Incentive Plan, as amended
(collectively, the &#147;Plans&#148;).

<!-- link1 "PART I<BR> INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are not filing or including in this Form S-8 the information called for
in Part&nbsp;I of Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the &#147;Commission&#148;).

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<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Commission allows us to incorporate by reference the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this registration statement, and information that we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the following documents we have filed,
or may file, with the Commission:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Prospectus filed by us on October&nbsp;20, 2004 pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;),
relating to our initial public offering of Common Stock, which contains
our audited financial statements for the latest fiscal year for which
such statements have been filed; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our Common Stock contained in our Registration
Statement on Form 8-A filed on October&nbsp;18, 2004, under
Section&nbsp;12&nbsp;(g) of
the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
including any amendment or report filed for the purpose of updating such
description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered
hereby then remaining unsold are incorporated by reference in this registration
statement and are a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement, or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this registration statement, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this registration statement.

<!-- link2 "Item&nbsp;4. Description of Securities." -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(a) of the General Corporation Law of the State of Delaware
(the &#147;DGCL&#148;) provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,


<P align="center" style="font-size: 10pt">Page 2 of 6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">officer, employee or agent of another corporation or enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his
conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section&nbsp;145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section&nbsp;145.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the DGCL provides that a certificate of incorporation
may include a provision which eliminates or limits the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i)&nbsp;for any breach of the
director&#146;s duty of loyalty to the company or its stockholders, (ii)&nbsp;for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii)&nbsp;under Section&nbsp;174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock
or (iv)&nbsp;for any transaction from which the director derives an improper
personal benefit. Our Certificate of Incorporation includes such a provision.
As a result of this provision, we and our stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws provide for indemnification of our directors and officers to
the fullest extent permitted by law. Insofar as indemnification for liabilities
under the Securities Act may be permitted to directors, officers or controlling
persons of us pursuant to our Certificate of Incorporation, bylaws and the
DGCL, we have been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into indemnity agreements with each of our directors and
executive officers. These indemnity agreements require that we indemnify each
director and executive officer for amounts that he or she is or becomes
obligated to pay because of any claim or claims made against him or her by
reason of the fact that he is or was serving as a director or executive officer
of us, by reason of any action (or failure to act) taken by him or her or any
action (or failure to act) on his or her part while acting as a director or
executive officer of us, or by reason of the fact that he is or was serving at
our request as a director or officer. Under the DGCL, absent such an indemnity
agreement, indemnification of a director or officer is discretionary rather
than mandatory (except in the case of a proceeding in which a director or
officer is successful on the merits). The indemnity agreements require us to
advance the expenses incurred by a director or executive officer, upon request,
provided that the director or executive officer undertakes to repay the advance
to the extent that it is ultimately determined that he or she is not entitled
to be indemnified by us under the provisions of the indemnity agreements, our
bylaws, applicable law or otherwise. Absent the indemnity agreements,
indemnification that might be made available to directors and executive
officers could be changed by amendments to our Certificate of Incorporation and
Bylaws.

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed." -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="center" style="font-size: 10pt">Page 3 of 6
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;8. Exhibits." -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Index to Exhibits on Page 7.

<!-- link2 "Item&nbsp;9. Undertakings." -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section
10(a)(3) of the Securities Act;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation
of Registration Fee&#148; table in the effective registration
statement;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;</TD>
</TR>

</TABLE>


<P align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><I>provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section&nbsp;13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">Page 4 of 6
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the
registrant, VNUS Medical Technologies, Inc., a Delaware corporation, 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 San Jose, State of California, on this 22nd day of October, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">VNUS MEDICAL TECHNOLOGIES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Brian E. Farley
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Brian E. Farley&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">President and Chief Executive
Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<!-- link1 "POWER OF ATTORNEY" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby authorizes and appoints
Brian E. Farley and Timothy A. Marcotte, or either of them, as
attorneys-in-fact and agents with full power of substitution and
resubstitution, to sign on his or her behalf, individually and in the
capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement and other documents
in connection therewith, with the Commission, granting to said
attorneys-in-fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of October&nbsp;22, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ Brian E. Farley<BR>
<HR size="1" noshade>
Brian E. Farley</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President and Chief Executive Officer, Director<BR>
(Principal Executive Officer)</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Timothy A. Marcotte<BR>
<HR size="1" noshade>
Timothy A. Marcotte</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Financial Officer and Vice President, Finance and Administration<BR>
(Principal Financial Officer and Principal
Accounting Officer)</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ H. DuBose Montgomery<BR>
<HR size="1" noshade>
H. DuBose Montgomery</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board of Directors</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ W. James Fitzsimmons<BR>
<HR size="1" noshade>
W. James Fitzsimmons</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Kathleen D. LaPorte<BR>
<HR size="1" noshade>
Kathleen D. LaPorte</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Lori M. Robson<BR>
<HR size="1" noshade>
Lori M. Robson, Ph.D.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Page 5 of 6
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="012"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fifth Restated Stockholder Rights Agreement, entered into as of August&nbsp;15, 2001
by and among VNUS Medical Technologies, Inc. and the Investors listed therein
participating in the Series&nbsp;E Preferred Stock Purchase Agreement.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrant Certificate for the Purchase of Common Stock between VNUS Medical
Technologies, Inc. and The Bay City Capital Fund I, L.P.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant between VNUS Medical Technologies, Inc. and SPI
Commerce Park, LP, a California limited partnership.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Latham &#038; Watkins LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to the VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">VNUS Medical Technologies, Inc. 1995 Stock Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to the VNUS Medical Technologies, Inc. 1995 Stock Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.6*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amendment to the VNUS Medical Technologies, Inc. 1995 Stock Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.14**
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amendment to the VNUS Medical Technologies, Inc. 2000 Equity Incentive
Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Latham &#038; Watkins LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24&#043;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page to this Registration Statement)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Incorporated by reference to the identically numbered exhibits filed by
VNUS Medical Technologies, Inc. with the Registration Statement on Form
S-1 (No.&nbsp;333-117640) as filed with the Commission on July&nbsp;23, 2004.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">**</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Incorporated by reference to the identically numbered exhibit filed by
VNUS Medical Technologies, Inc. with the Registration Statement on Form
S-1/A (No.&nbsp;333-117640) as filed with the Commission on September&nbsp;28, 2004.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#043; </TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt">Page 6 of 6
</DIV>


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sv8
Table of Contents
As filed with the Securities and Exchange Commission on October 25, 2004
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VNUS MEDICAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
94-3216535
(I.R.S. Employer
Identification Number)
2200 Zanker Road, Suite F
San Jose, California 95131
(Address of Principal Executive Offices including Zip Code)
VNUS MEDICAL TECHNOLOGIES, INC.
1995 STOCK PLAN
VNUS MEDICAL TECHNOLOGIES, INC.
2000 EQUITY INCENTIVE PLAN
(Full Titles of the Plans)
Copy to:
Brian E. Farley
President and Chief Executive Officer
2200 Zanker Road, Suite F
San Jose, California 95131
(408) 473-1100
Charles K. Ruck, Esq.
Jonn R. Beeson, Esq.
Latham & Watkins LLP
650 Town Center Drive, Twentieth Floor
Costa Mesa, California 92626
(714) 540-1235
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Prosposed Maximum
Amount of
Title of Securities to
Amount to be
Offering Price
Aggregate
Registration
be Registered
Registered(1)
Per Share
Offering Price(5)
Fee(6)
Common stock, par value $0.001 per share
4,910,555
(2)
$
15.15
$
74,394,908
$
9,426
Common stock, par value $0.001 per share
1,393,332
(3)
$
2.93
$
4,082,463
$
517
Common stock, par value $0.001 per share
302,291
(4)
$
0.81
$
244,856
$
31
Total
6,606,178
$
9,974
(1)
In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's Common Stock, par value $0.001 per share (the
"Common Stock"), the number of shares registered shall automatically be
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act.
(2)
Represents shares of Common Stock available for future issuance under the
VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan.
(3)
Represents shares of Common Stock subject to options outstanding under
the VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan at a
weighted average exercise price of $2.93 per share.
(4)
Represents shares of Common Stock subject to options outstanding under
the VNUS Medical Technologies, Inc. 1995 Stock Plan at a weighted average
exercise price of 0.81 per share.
(5)
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"). Offering prices of options that have not yet been
granted as of the date of this Registration Statement are computed in
accordance with Rule 457(h) based on the on the average of the high
($15.30) and low ($15.00) trading prices of our common stock on October 22,
2004. Offering prices of options that
are outstanding as of the date of this Registration Statement are computed in
accordance with Rule 457(h) based on the weighted average exercise price
(rounded to the nearest cent) of the outstanding options.
(6)
The Registrant previously paid filing fees of $15,180 in connection with
the Registration Statement on Form S-1 (File No. 333-44070) filed on
August 18, 2000, for the registration of $57,500,000 of securities, all of
which were unsold and withdrawn from registration on April 19, 2000. As a
result, the Registrant had a balance of $15,180 with the Securities and
Exchange Commission (the "Commission"). Pursuant to Rule 457(p)
promulgated under the Securities Act, the Registrant subsequently applied
$10,340 of such balance toward the payment of the registration fee in
respect of the Common Stock registered on the Registration Statement on
Form S-1 (File No. 333-117640) filed on July 23, 2004, as subsequently
amended. As
a result, the Registrant has a balance of $4,840 with the Commission.
Pursuant to Rule 457(p) of the Securities Act, the Registrant is
offsetting a portion of the $9,974 filing fee due in connection with this
Registration Statement by $4,840 from the filing fee previously paid.
Accordingly, the Registrant is paying $5,134 in connection with the filing
of this Registration Statement.
TABLE OF CONTENTS
INTRODUCTION
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.2
Table of Contents
INTRODUCTION
This registration statement on Form S-8 is filed by VNUS Medical
Technologies, Inc. (referred to herein as "our", "we" or "us") relating to
6,606,178 shares of our common stock, par value $0.001 per share (the "Common
Stock"), issuable to our eligible employees, directors and consultants under
the VNUS Medical Technologies, Inc. 1995 Stock Plan, as amended, and the VNUS
Medical Technologies, Inc. 2000 Equity Incentive Plan, as amended
(collectively, the "Plans").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
We are not filing or including in this Form S-8 the information called for
in Part I of 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
Item 3. Incorporation of Documents by Reference.
The Commission allows us to incorporate by reference the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this registration statement, and information that we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the following documents we have filed,
or may file, with the Commission:
(1)
The Prospectus filed by us on October 20, 2004 pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"),
relating to our initial public offering of Common Stock, which contains
our audited financial statements for the latest fiscal year for which
such statements have been filed; and
(2)
The description of our Common Stock contained in our Registration
Statement on Form 8-A filed on October 18, 2004, under
Section 12 (g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered
hereby then remaining unsold are incorporated by reference in this registration
statement and are a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement, or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this registration statement, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
Page 2 of 6
Table of Contents
officer, employee or agent of another corporation or enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his
conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may include a provision which eliminates or limits the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock
or (iv) for any transaction from which the director derives an improper
personal benefit. Our Certificate of Incorporation includes such a provision.
As a result of this provision, we and our stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.
Our bylaws provide for indemnification of our directors and officers to
the fullest extent permitted by law. Insofar as indemnification for liabilities
under the Securities Act may be permitted to directors, officers or controlling
persons of us pursuant to our Certificate of Incorporation, bylaws and the
DGCL, we have been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
We have entered into indemnity agreements with each of our directors and
executive officers. These indemnity agreements require that we indemnify each
director and executive officer for amounts that he or she is or becomes
obligated to pay because of any claim or claims made against him or her by
reason of the fact that he is or was serving as a director or executive officer
of us, by reason of any action (or failure to act) taken by him or her or any
action (or failure to act) on his or her part while acting as a director or
executive officer of us, or by reason of the fact that he is or was serving at
our request as a director or officer. Under the DGCL, absent such an indemnity
agreement, indemnification of a director or officer is discretionary rather
than mandatory (except in the case of a proceeding in which a director or
officer is successful on the merits). The indemnity agreements require us to
advance the expenses incurred by a director or executive officer, upon request,
provided that the director or executive officer undertakes to repay the advance
to the extent that it is ultimately determined that he or she is not entitled
to be indemnified by us under the provisions of the indemnity agreements, our
bylaws, applicable law or otherwise. Absent the indemnity agreements,
indemnification that might be made available to directors and executive
officers could be changed by amendments to our Certificate of Incorporation and
Bylaws.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
See Index to Exhibits on Page 7.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii)
To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, VNUS Medical Technologies, Inc., a Delaware corporation, 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 San Jose, State of California, on this 22nd day of October, 2004.
VNUS MEDICAL TECHNOLOGIES, INC.
By:
/s/ Brian E. Farley
Brian E. Farley
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Brian E. Farley and Timothy A. Marcotte, or either of them, as
attorneys-in-fact and agents with full power of substitution and
resubstitution, to sign on his or her behalf, individually and in the
capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement and other documents
in connection therewith, with the Commission, granting to said
attorneys-in-fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of October 22, 2004.
Signature
Title
/s/ Brian E. Farley
Brian E. Farley
President and Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Timothy A. Marcotte
Timothy A. Marcotte
Chief Financial Officer and Vice President, Finance and Administration
(Principal Financial Officer and Principal
Accounting Officer)
/s/ H. DuBose Montgomery
H. DuBose Montgomery
Chairman of the Board of Directors
/s/ W. James Fitzsimmons
W. James Fitzsimmons
Director
/s/ Kathleen D. LaPorte
Kathleen D. LaPorte
Director
/s/ Lori M. Robson
Lori M. Robson, Ph.D.
Director
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Table of Contents
INDEX TO EXHIBITS
EXHIBIT
4.2*
Fifth Restated Stockholder Rights Agreement, entered into as of August 15, 2001
by and among VNUS Medical Technologies, Inc. and the Investors listed therein
participating in the Series E Preferred Stock Purchase Agreement.
4.3*
Warrant Certificate for the Purchase of Common Stock between VNUS Medical
Technologies, Inc. and The Bay City Capital Fund I, L.P.
4.4*
Common Stock Purchase Warrant between VNUS Medical Technologies, Inc. and SPI
Commerce Park, LP, a California limited partnership.
5.1+
Opinion of Latham & Watkins LLP
10.2*
VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan
10.3*
First Amendment to the VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan
10.4*
VNUS Medical Technologies, Inc. 1995 Stock Plan
10.5*
First Amendment to the VNUS Medical Technologies, Inc. 1995 Stock Plan
10.6*
Second Amendment to the VNUS Medical Technologies, Inc. 1995 Stock Plan
10.14**
Second Amendment to the VNUS Medical Technologies, Inc. 2000 Equity Incentive
Plan
23.1+
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2+
Consent of PricewaterhouseCoopers LLP
24+
Power of Attorney (included in the signature page to this Registration Statement)
*
Incorporated by reference to the identically numbered exhibits filed by
VNUS Medical Technologies, Inc. with the Registration Statement on Form
S-1 (No. 333-117640) as filed with the Commission on July 23, 2004.
**
Incorporated by reference to the identically numbered exhibit filed by
VNUS Medical Technologies, Inc. with the Registration Statement on Form
S-1/A (No. 333-117640) as filed with the Commission on September 28, 2004.
+
Filed herewith.
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