<HTML>
<HEAD>
<TITLE>S-8</TITLE>
</HEAD>
<BODY>
<P>As filed with the Securities and Exchange Commission on April 10, 2002.
</P>
<P ALIGN=RIGHT>Registration No. 333-________</P>
<HR>
<P ALIGN=CENTER><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
<P ALIGN=CENTER><B>Washington, D.C. 20549</B></P>
<P ALIGN=CENTER><B>FORM S-8</B></P>
<P ALIGN=CENTER><B>REGISTRATION STATEMENT UNDER THE<BR>SECURITIES
ACT OF 1933</B></P>
<P ALIGN=CENTER><B>ADVANCED NEUROMODULATION SYSTEMS, INC.</B>
<BR><FONT SIZE=2>(Exact Name of Registrant as Specified in Its Charter)</FONT>
</P>
<P ALIGN=CENTER>Incorporated pursuant to the Laws of the State of
Texas<BR>Internal Revenue Service &#151; Employer Identification
No. 75-1646002</P>
<P ALIGN=CENTER><B>6501 Windcrest Drive, Suite 100, Plano, Texas 75024<BR>
(972) 309-8000<BR></B><FONT SIZE=2>(Address, including Zip Code, and Telephone
Number, including Area Code,<BR>of Registrant's Principal Executive Offices)
</FONT></P>
<HR SIZE=1 WIDTH=15% ALIGN=CENTER>
<P ALIGN=CENTER><B>ADVANCED NEUROMODULATION SYSTEMS, INC.<BR>2001 EMPLOYEE STOCK
OPTION PLAN</B><BR><FONT SIZE=2>(Full Title of the Plan)</FONT></P>
<HR SIZE=1 WIDTH=15% ALIGN=CENTER>
<P ALIGN=CENTER><B>Christopher G. Chavez, President and Chief Executive Officer
<BR>Advanced Neuromodulation Systems, Inc.<BR>6501 Windcrest Drive, Suite 100,
Plano, Texas 75024 (972) 309-8000</B><BR><FONT SIZE=2>(Name, Address, and
Telephone Number, including Area Code, of Agent for Service)</FONT></P>
<P ALIGN=CENTER><B>Copy to:<BR>Kenneth G. Hawari, General Counsel
<BR>Advanced Neuromodulation Systems, Inc.<BR>6501 Windcrest Drive, Suite 100,
Plano, Texas 75024 (972) 309-8000</B></P>
<P ALIGN=CENTER><B>CALCULATION OF REGISTRATION FEE</B></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR>
<TD WIDTH=20% ALIGN=CENTER VALIGN=BOTTOM><B><BR>Title of<BR>Securities<BR>to be
Registered</B></TD>
<TD WIDTH=20% ALIGN=CENTER VALIGN=BOTTOM><B><BR>Amount<BR>to be<BR>Registered
<SUP>1</SUP></B></TD>
<TD WIDTH=20% ALIGN=CENTER VALIGN=BOTTOM><B>Proposed<BR>Maximum<BR>Offering
Price per Share<SUP>2</SUP></B></TD>
<TD WIDTH=20% ALIGN=CENTER VALIGN=BOTTOM><B>Proposed<BR>Maximum<BR>Aggregate
Offering Price<SUP>2</SUP></B></TD>
<TD WIDTH=20% ALIGN=CENTER VALIGN=BOTTOM><B><BR>Amount<BR>of<BR>Registration Fee
<SUP>2</SUP></B></TD></TR>
<TR>
<TD ALIGN=CENTER VALIGN=BOTTOM>Common Stock,<BR>$.05 par value</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>180,000</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>$32.47</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>$5,844,600</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>$1,396.85</TD></TR>
<TR>
<TD ALIGN=CENTER VALIGN=BOTTOM>Common Stock Rights<SUP>3</SUP></TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>180,000</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>N/A</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>N/A</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>N/A</TD></TR>
</TABLE>
<P></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=5% VALIGN=TOP>(1)</TD>
<TD WIDTH=95%>Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered such additional shares of Common Stock as may
become issuable if certain adjustment provisions or certain antidilution
provisions of the Plan become operative.</TD></TR>
<TR>
<TD VALIGN=TOP>(2)</TD>
<TD>Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common Stock,
as reported on the Nasdaq National Market on April 3, 2002, in accordance with
Rule 457(h) promulgated under the Securities Act of 1933, as amended.</TD></TR>
<TR>
<TD VALIGN=TOP>(3)</TD>
<TD>Issuable pursuant to a Shareholder Rights Plan.</TD></TR></TABLE>

<PAGE>
<P ALIGN=CENTER><B>PART I</B></P>
<P ALIGN=CENTER><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></P>
<P><B><I>Item 1.&nbsp;&nbsp;&nbsp;&nbsp;<U>Plan Information</U></I></B></P>
<P>Not required to be filed with this Registration Statement.</P>
<P><B><I>Item 2.&nbsp;&nbsp;&nbsp;&nbsp;<U>Registrant Information and Employee
Plan Annual Information.</U></I></B></P>
<P>Not required to be filed with this Registration Statement.</P>
<P></P>
<P ALIGN=CENTER><B>PART II</B></P>
<P ALIGN=CENTER><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>
<P><B><I>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Incorporation of Documents by
Reference.</U></I></B></P>
<P>The following documents, which have been previously filed with the Securities
and Exchange Commission (the "Commission") by Advanced Neuromodulation Systems,
Inc. (the "Registrant") are incorporated by reference in this Registration
Statement:</P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=5%></TD>
<TD WIDTH=5% VALIGN=TOP>(a)</TD>
<TD WIDTH=90%>Annual Report on Form 10-K for the fiscal year ended December 31,
2001, which contains audited financial statements of the Registrant for the
Registrant's last completed fiscal year for which such statements have been
filed (the "2001 Form 10-K").</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD></TD>
<TD VALIGN=TOP>(b)</TD>
<TD>All reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 2001.</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD></TD>
<TD VALIGN=TOP>(c)</TD>
<TD>The description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form SB-2, dated September 28, 1995
(Commission File Number 33-62991), including any amendment or report filed for
the purpose of updating such description.</TD></TR></TABLE>
<P>All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").</P>
<P>Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.</P>
<P ALIGN=CENTER>II-1</P>
<HR>

<PAGE>
<P><B><I>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Description of Securities.</U></I>
</B></P>
<P>Not applicable.</P>
<P><B><I>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Interests of Named Experts and
Counsel.</U></I></B></P>
<P>Not applicable.</P>
<P><B><I>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification of Directors and
Officers.</U></I></B></P>
<P>Consistent with the Texas Business Corporation Act, the Registrant's Articles
of Incorporation include a provision limiting director liability to the Company
or its shareholders for monetary damages arising from certain acts or omissions
in the director's capacity as a director. The Articles of Incorporation also
provide that to the extent permitted by applicable law, and by resolution or
other proper action of the board of directors of the Company, the Company may
indemnify any director or officer of the Company against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending, or completed
action, suit, or proceeding to which any such person is, or is threatened to be
made, a party and which may arise by reason of the fact he is or was a person
occupying any such office or position. In addition, the Company maintains
insurance on behalf of its directors and executive officers insuring them
against any liability asserted against them in their capacities as directors or
officers or arising out of such status.</P>
<P>Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has 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>
<P><B><I>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exemption from Registration Claimed.
</U></I></B></P>
<P>Not applicable.</P>
<P><B><I>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;<U>Exhibits.</U></I></B></P>
<P>The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.</P>
<HR>

<PAGE>
<P><B><I>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Undertakings.</U></I></B></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=90%>The Registrant hereby undertakes:</TD></TR></TABLE>
<P></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=7%></TD>
<TD WIDTH=5% VALIGN=TOP>(1)</TD>
<TD WIDTH=88%>To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:</TD></TR>
</TABLE>
<P></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=10%></TD>
<TD WIDTH=5% VALIGN=TOP>(i)</TD>
<TD WIDTH=85%>To include any prospectus required by Section 10(a)(3) of the
Securities Act;</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD></TD>
<TD VALIGN=TOP>(ii)</TD>
<TD>To reflect in the prospectus any facts or events arising after the effective
date of the 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 the 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 20 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>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD></TD>
<TD VALIGN=TOP>(iii)</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><U>provided</U>, <U>however</U>, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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.
</P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=7%></TD>
<TD WIDTH=5% VALIGN=TOP>(2)</TD>
<TD>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 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.</TD>
</TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD></TD>
<TD VALIGN=TOP>(3)</TD>
<TD>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.</TD></TR></TABLE>
<P></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=5%></TD>
<TD WIDTH=5% VALIGN=TOP>(b)</TD>
<TD WIDTH=90%>The 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 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 <I>bona fide</I> offering

thereof.</TD>
</TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD></TD>
<TD VALIGN=TOP>(c)</TD>
<TD>Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, 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
by the Registrant 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.</TD></TR>
</TABLE>
<P></P>
<HR>

<PAGE>
<P ALIGN=CENTER><B>SIGNATURES</B></P>
<P>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 Plano, Texas, on April 10, 2002.</P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=40%></TD>
<TD WIDTH=60%>ADVANCED NEUROMODULATION SYSTEMS, INC.</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD></TD>
<TD>By:<U> /s/ CHRISTOPHER G. CHAVEZ</U><BR>Christopher G. Chavez<BR>
President, Chief Executive Officer<BR>and Director<BR>(Principal Executive
Officer)</TD></TR></TABLE>
<P></P>
<HR>

<PAGE>
<P ALIGN=CENTER><B>POWER OF ATTORNEY</B></P>
<P>We, the undersigned officers and directors of Advanced Neuromodulation
Systems, Inc., hereby severally constitute and appoint Christopher G. Chavez and
F. Robert Merrill III, and each 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 (including post-effective amendments)
to the Registration Statement, and generally to do all things in our name and
behalf in the capacities indicated below to enable Advanced Neuromodulation
Systems, Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements to the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our attorneys,
or any of them, to said Registration Statement and any and all amendments
thereto.</P>
<P>Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=25% ALIGN=CENTER><U>Signature</U></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=45% ALIGN=CENTER><U>Title</U></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=20% ALIGN=CENTER><U>Date</U></TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/Christopher G. Chavez</U><BR>Christopher G.
Chavez</TD>
<TD></TD>
<TD ALIGN=LEFT>Chief Executive Officer, President and Director of Advanced
Neuromodulation Systems, Inc. (Principal Executive Officer)</TD>
<TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR><TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/F. Robert Merrill III</U><BR>F. Robert Merrill
III</TD><TD></TD>
<TD ALIGN=LEFT>Executive Vice President-Finance, Treasurer and Secretary of
Advanced Neuromodulation Systems, Inc. (Principal Financial and Accounting
Officer)</TD>
<TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR><TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/Hugh M. Morrison</U><BR>Hugh M. Morrison</TD>
<TD></TD>
<TD ALIGN=LEFT>Chairman of the Board and Director of Advanced Neuromodulation
Systems, Inc.</TD>
<TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR><TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/Robert C. Eberhart</U><BR>Robert C. Eberhart
</TD><TD></TD>
<TD ALIGN=LEFT VALIGN=TOP>Director of Advanced Neuromodulation Systems, Inc.
</TD><TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR><TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/Joseph E. Laptewicz</U><BR>Joseph E. Laptewicz
</TD><TD></TD>
<TD ALIGN=LEFT VALIGN=TOP>Director of Advanced Neuromodulation Systems, Inc.
</TD><TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR><TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/A. Ronald Lerner</U><BR>A. Ronald Lerner
</TD><TD></TD>
<TD ALIGN=LEFT VALIGN=TOP>Director of Advanced Neuromodulation Systems, Inc.
</TD><TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR><TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/Richard D. Nikolaev</U><BR>Richard D. Nikolaev
</TD><TD></TD>
<TD ALIGN=LEFT VALIGN=TOP>Director of Advanced Neuromodulation Systems, Inc.
</TD><TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR><TR>
<TD>&nbsp;</TD><TD></TD><TD></TD><TD></TD><TD></TD></TR><TR>
<TD ALIGN=LEFT VALIGN=TOP><U>/s/Michael J. Torma</U><BR>Michael J. Torma
</TD><TD></TD>
<TD ALIGN=LEFT VALIGN=TOP>Director of Advanced Neuromodulation Systems, Inc.
</TD><TD></TD>
<TD ALIGN=CENTER VALIGN=TOP>April 10, 2002</TD></TR>
</TABLE>
<P></P>
<HR>

<PAGE>
<P ALIGN=CENTER><B>INDEX TO EXHIBITS</B></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=25%><U>Exhibit Number</U></TD>
<TD WIDTH=75%><U>Exhibit</U></TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP>4.1*</TD>
<TD>Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan.</TD>
</TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP>4.2</TD>
<TD>Rights Agreement between Advanced Neuromodulation Systems, Inc. and KeyCorp
Shareholder Services, Inc., as Rights Agent dated August 30, 1996 (incorporated
by reference from the Company's Form 8-K filed with the Commission on September
3, 1996).</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP>4.3</TD>
<TD>Amendment to Rights Agreement dated as of January 25, 2002 between Advance
Neuromodulation   Systems,  Inc.  and  Computershare   Investor  Services  LLC
(formerly KeyCorp Shareholder  Services,  Inc.) (incorporated by reference from
the Company's Form 8-K filed with the Commission on January 30, 2002).</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>5.1*</TD>
<TD>Opinion of Kenneth G. Hawari, General Counsel</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP>23.1*</TD>
<TD>Consent of Kenneth G. Hawari, General Counsel<BR>(Contained in Exhibit
5.1)</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>23.2*</TD>
<TD>Consent of Ernst &amp; Young LLP</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>24.1*</TD>
<TD>Power of Attorney (Contained at page II-6)</TD></TR></TABLE>
<P>_______________<BR>
*Filed herewith</P>
<HR>

<PAGE>
<P ALIGN=CENTER><B>EXHIBIT 4.1</B></P>
<P ALIGN=CENTER><B>ADVANCED NEUROMODULATION SYSTEMS, INC.<BR>2001 EMPLOYEE
STOCK OPTION PLAN</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;<U>Purpose of the Plan.</U> This Plan
shall be known as the Advanced Neuromodulation Systems, Inc. 2001 Employee Stock
Option Plan. The purposes of the Plan are (i) to attract and retain the best
available personnel for positions of substantial responsibility, and (ii) to
provide incentives to such personnel to promote the success of the business of
Advanced Neuromodulation Systems, Inc. and its subsidiaries.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;<U>Definitions.</U> As used herein, the
following definitions shall apply:</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;"Board"
means the Board of Directors of the Corporation.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;"Common
Stock" means the Common Stock, $.05 par value per share, of the Corporation.
Except as otherwise provided herein, all Common Stock issued pursuant to the
Plan shall have the same rights as all other issued and outstanding shares of
Common Stock, including but not limited to voting rights, the right to
dividends, if declared and paid, and the right to pro rata distributions of the
Corporation's assets in the event of liquidation.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;
"Committee" means the committee described in Section 18(a) that administers the
Plan.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;
"Corporation" means Advanced Neuromodulation Systems, Inc., a Texas corporation.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp; "Date
of Grant" means the date on which an Option is granted pursuant to this Plan or,
if the Committee so determines, the date specified by the Committee as the date
the award is to be effective.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;
"Employee" means any employee of the Corporation or one of its Subsidiaries, but
excluding any "executive officer" (as defined in Rule 3b-7 promulgated pursuant
to the Exchange Act) or director of the Corporation or one of its Subsidiaries.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;
"Exchange Act" means the Securities Exchange Act of 1934, as amended.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp; "Fair
Market Value" means the closing sale price (or average of the quoted closing bid
and asked prices if there is no closing sale price reported) of the Common Stock
on the trading day immediately prior to the date specified as reported by The
Nasdaq Stock Market or by the principal national stock exchange on which the
Common Stock is then listed. If there is no reported price information for the
Common Stock, the Fair Market Value will be determined by the Committee, in its
sole discretion. In making such determination, the Committee may, but shall not
be obligated to, commission and rely upon an independent appraisal of the Common
Stock.</P>
<HR>

<PAGE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;
"Option" means a stock option granted pursuant to Section 6 of this Plan.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;
"Optionee" means any Employee who receives an Option.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;
"Participant" means any Employee who receives an Option.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp; "Plan"
means the Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option
Plan, as amended from time to time.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp; "Rule
16b-3" means Rule 16b-3 of the rules and regulations under the Exchange Act, as
Rule 16b-3 may be amended from time to time, and any successor provisions to
Rule 16b-3 under the Exchange Act.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;
"Subsidiary" means any now existing or hereinafter organized or acquired company
of which more than fifty percent (50%) of the issued and outstanding voting
stock is owned or controlled directly or indirectly by the Corporation or
through one or more Subsidiaries of the Corporation.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;<U>Term of Plan.</U> The Plan has been
adopted by the Board effective as of April 2, 2001. Any Options granted under
the Plan will be "nonqualified stock options" under the Internal Revenue Code of
1986, as amended from time to time, and will not be "incentive stock options"
under the Code. The Plan shall continue in effect until terminated pursuant to
Section 18(a).</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;<U>Shares Subject to the Plan.</U>
Except as otherwise provided in Section 17 hereof, the aggregate number of
shares of Common Stock issuable upon the exercise of Options pursuant to this
Plan shall be 180,000 shares; provided, however, that on January 1 of each year
(commencing on January 1, 2001), the aggregate number of shares of Common Stock
then issuable upon the exercise of Options shall be increased by the same
percentage that the total number of issued and outstanding shares of Common
Stock increased from the preceding January 1 to the following December 31 (if
such percentage is positive). For example, if the total number of issued and
outstanding shares of Common Stock on January 1, 2001 were 5,000,000, the total
number of issued and outstanding shares of the Corporation on December 31, 2001
were 5,500,000, and the aggregate number of shares of Common Stock then issuable
upon the exercise of Options pursuant to this Plan were 180,000, the aggregate
number of shares of Common Stock issuable under the Plan effective January 1,
2002 would be 198,000 (a 10% increase). Shares issuable upon the exercise of
Options may either be authorized but unissued shares or treasury shares. The
Corporation shall, during the term of this Plan, reserve and keep available a
number of shares of Common Stock sufficient to satisfy the requirements of the
Plan. If an Option should expire or become unexercisable for any reason without
having been exercised in full, then the shares that were subject thereto shall,
unless the Plan shall have terminated, become immediately available for the
grant of additional Options under this Plan, subject to the limitations and
adjustments set forth above. In addition, for purposes of calculating the
aggregate number of shares that may be issued under this Plan, only the net
shares issued (including the shares, if any, withheld for tax withholding
requirements) shall be counted when shares of Common Stock are used as full or
partial payment for shares issued upon exercise of a Option. Shares tendered by
a Participant as payment for shares issued upon such exercise shall be available
for reissuance under the Plan.</P>
<HR>

<PAGE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;<U>Eligibility.</U> Options may be
granted under Section 6 of the Plan to such Employees of the Corporation or its
Subsidiaries as may be determined by the Committee. Subject to the limitations
and qualifications set forth in this Plan, the Committee shall also determine
the number of Options to be granted, the number of shares subject to each Option
grant, the exercise price or prices of each Option, the vesting and exercise
period of each Option, whether an Option may be exercised as to less than all of
the Common Stock subject thereto, and such other terms and conditions of each
Option as are consistent with the provisions of this Plan.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;<U>Grant of Options.</U> Except as
provided in Section 18(c), the Committee shall determine the number of shares of
Common Stock to be offered from time to time pursuant to Options granted
hereunder and shall grant Options under the Plan. No member of the Committee
shall be eligible to receive Options. The grant of Options shall be evidenced by
Option agreements containing such terms and provisions as are approved by the
Committee and executed on behalf of the Corporation by an appropriate officer.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;<U>Time of Grant of Options.</U> The
date of grant of an Option under the Plan shall be the date on which the
Committee awards the Option or, if the Committee so determines, the date
specified by the Committee as the date the award is to be effective. Notice of
the grant shall be given to each Participant to whom an Option is granted
promptly after the date of such grant.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;<U>Price.</U> The exercise price for
each share of Common Stock subject to an Option (the "Exercise Price") granted
pursuant to Section 6 of the Plan shall be determined by the Committee at the
Date of Grant.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;<U>Vesting.</U> Subject to Section 11
of this Plan, each Option award under the Plan shall vest or be subject to
forfeiture in accordance with the provisions set forth in the applicable Option
agreement. The Committee may, but shall not be required to, permit acceleration
of vesting or termination of forfeiture provisions upon any sale of the
Corporation or similar transaction. A Participant's Option agreement may contain
such additional provisions with respect to vesting as the Committee may specify.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;<U>Exercise.</U> A Participant may pay
the Exercise Price of the shares of Common Stock as to which an Option is being
exercised by the delivery of (a) cash, (b) check, (c) at the Corporation's
option, by the delivery of shares of Common Stock having a Fair Market Value on
the date immediately preceding the exercise date equal to the Exercise Price and
have been held by the Optionee at least six (6) months prior to the date of
exercise, or (d) at the Corporation's option, any other consideration that the
Corporation determines is consistent with the Plan's purpose and applicable law.
If the shares to be purchased are covered by an effective registration statement
under the Securities Act of 1933, as amended, any Option granted under the Plan
may be exercised by a broker-dealer acting on behalf of an Optionee if (i) the
broker-dealer has received from the Optionee or the Corporation a fully- and
duly-endorsed agreement evidencing such Option, together with instructions
signed by the Optionee requesting the Corporation to deliver the shares of
Common Stock subject to such Option to the broker-dealer on behalf of the
Optionee and specifying the account into which such shares should be deposited,
(ii) adequate provision has been made with respect to the payment of any
withholding taxes due upon such exercise, and (iii) the broker-dealer and the
Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12
CFR Part 220, or any successor provision.</P>
<HR>

<PAGE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;[Reserved.]</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;<U>Option Financing.</U> Upon the
exercise of any Option granted under the Plan, the Corporation may, but shall
not be required to, make financing available to the Participant for the purchase
of shares of Common Stock pursuant to such Option on such terms as the Board or
the Committee may specify.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;<U>Withholding of Taxes.</U> The
Committee shall make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes that the Corporation
is required by any law or regulation of any governmental authority to withhold
in connection with any Option including, but not limited to, (a) withholding the
issuance of all or any portion of the shares of Common Stock subject to such
Option until the Participant reimburses the Corporation for the amount it is
required to withhold with respect to such taxes, (b) withholding any portion of
such issuance in an amount sufficient to reimburse the Corporation for the
amount of taxes it is required to withhold, (c) allowing the Participant to
deliver Common Stock as payment for the amount the Corporation is required to
withhold for taxes or (d) taking any other action reasonably required to satisfy
the Corporation's withholding obligation.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;<U>Conditions Upon Issuance of Shares.
</U></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp; The
Corporation shall not be obligated to sell or issue any shares upon the exercise
of any Option granted under the Plan unless the issuance and delivery of shares
comply with all provisions of applicable federal and state securities laws and
the requirements of The Nasdaq Stock Market or any stock exchange upon which
shares of the Common Stock may then be listed.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;
As a condition to the exercise of an Option, the Corporation may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of applicable federal and state securities laws.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;
The Corporation shall not be liable for refusing to sell or issue any shares
covered by any Option if the Corporation cannot obtain authority from the
appropriate regulatory bodies deemed by the Corporation to be necessary to sell
or issue such shares in compliance with all applicable federal and state
securities laws and the requirements of The Nasdaq Stock Market or any stock
exchange upon which shares of the Common Stock may then be listed. In addition,
the Corporation shall have no obligation to any Participant, express or implied,
to list, register or otherwise qualify the shares of Common Stock covered by any
Option.</P>
<HR>

<PAGE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;
No Participant will be, or will be deemed to be, a holder of any Common Stock
subject to an Option unless and until such Participant has exercised his or her
Option and paid the purchase price for the subject shares of Common Stock.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;<U>Restrictions on Transfer.</U></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;
Options issued pursuant to the Plan shall be nontransferable except by will or
the laws of descent and distribution, and may only be exercisable during the
Participant's lifetime only by the Participant.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;
Shares of Common Stock issued pursuant to the Plan may be subject to
restrictions on transfer under applicable federal and state securities laws. The
Committee may impose such additional restrictions on the ownership and transfer
of shares of Common Stock issued pursuant to the Plan as it deems desirable; any
such restrictions shall be set forth in any Option agreement entered into
hereunder.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;<U>Modification of Plan and Options.
</U></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;
The Committee may from time to time and at any time alter, amend, suspend,
discontinue or terminate this Plan.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;
At any time and from time to time, the Committee may execute an instrument
providing for modification, extension or renewal of any outstanding Option,
provided that no such modification, extension or renewal shall impair the Option
without the consent of the holder of the Option.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;<U>Effect of Change in Stock Subject
to the Plan.</U> In the event that each of the outstanding shares of Common
Stock (other than shares held by dissenting shareholders) shall be changed into
or exchanged for a different number or kind of shares of stock of the
Corporation or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise), or in the event a stock split or stock dividend occurs,
then the Corporation may either (a) substitute for each share of Common Stock
then subject to Options or available for Options the number and kind of shares
of stock into which each outstanding share of Common Stock (other than shares
held by dissenting shareholders) shall be so changed or exchanged, or the number
of shares of Common Stock as is equitably required in the event of a stock split
or stock dividend, together with an appropriate adjustment of the Exercise
Price, or (b) cancel all such Options as of the effective date of any merger,
consolidation, recapitalization, reclassification, split-up or combination of
shares by giving written notice to each holder thereof or his personal
representatives of its intention to do so and by permitting the exercise of all
such Options, without regard to determinations of periods or installments of
exercisability during the thirty (30) day period immediately preceding such
effective date. The Committee may, but shall not be required to, provide
additional anti-dilution protection to a Participant under the terms of the
Participant's Option agreement.</P>
<HR>

<PAGE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;<U>Administration.</U>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;
Notwithstanding anything to the contrary herein, to the extent necessary to
comply with the requirements of Rule 16b-3, the Plan shall be administered by
the Board, or by a committee comprised solely of two or more Non-Employee
Directors appointed by the Board (the group responsible for administering the
Plan is referred to as the "Committee"). Options may be granted under Section 6
only by majority agreement of the members of the Committee. Option agreements,
in the form as approved by the Committee, and containing such terms and
conditions consistent with the provisions of this Plan as are determined by the
Committee, may be executed on behalf of the Corporation by the Chairman of the
Board, the President or any Vice President of the Corporation. The Committee
shall have complete authority to construe, interpret and administer the
provisions of this Plan and the provisions of the Option agreements granted
hereunder; to prescribe, amend and rescind rules and regulations pertaining to
this Plan; to suspend, discontinue or terminate this Plan; and to make all other
determinations necessary or deemed advisable in the administration of the Plan.
The determinations, interpretations and constructions made by the Committee
shall be final and conclusive. No member of the Committee shall be liable for
any action taken, or failed to be taken, made in good faith relating to the Plan
or any award thereunder, and the members of the Committee shall be entitled to
indemnification and reimbursement by the Corporation in respect of any claim,
loss, damage or expense (including attorneys' fees) arising therefrom to the
fullest extent permitted by law.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;
Members of the Committee shall be specified by the Board, and if the Committee
does not consist of the entire Board, the Committee shall consist solely of
Non-Employee Directors. Non-Employee Directors may not possess an interest in
any transaction for which disclosure is required under Section 404(a) of
Regulation S-K under the Exchange Act or be engaged in a business relationship
that must be disclosed under Section 404(a).</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;<U>Continued Employment Not
Presumed.</U> Nothing in this Plan or any document describing it nor the grant
of any Option shall give any Participant the right to continue in the employment
of the Corporation or affect the right of the Corporation to terminate the
employment of any such person with or without cause.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;[Reserved].</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;&nbsp;<U>Governing Law.</U> The Plan
shall be governed by and construed in accordance with the laws of State of Texas
and the United States, as applicable, without reference to the conflict of laws
provisions thereof.</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;&nbsp;<U>Severability of Provisions.</U> If
any provision of this Plan is determined to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
the remaining provisions of the Plan, but such invalid, illegal or unenforceable
provision shall be fully severable, and the Plan shall be construed and enforced
as if such provision had never been inserted herein.</P>
<HR>

<PAGE>
<P ALIGN=CENTER><B>EXHIBIT 5.1</B></P>
<P></P>
<P ALIGN=CENTER>[ANS Letterhead]<BR>April 10, 2002</P>
<P></P>
<P>Advanced Neuromodulation Systems, Inc.<BR>6501 Windcrest Drive, Suite 100<BR>
Plano, Texas 75024</P>
<P></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5% VALIGN=TOP>Re:</TD>
<TD WIDTH=90%>Registration Statement on Form S-8 for the Advanced
Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan ("the Plan")</TD>
</TR></TABLE>
<P></P>
<P>Ladies and Gentlemen:</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I am the General Counsel of Advanced
Neuromodulation Systems, Inc., a Texas corporation (the "Company"). This opinion
is rendered in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 180,000 shares (and, in addition, an
indeterminate number of additional shares if certain adjustment provisions of
the Plan become operative) (the "Shares") of the Company's common stock, $.05
par value per share, issuable under the Plan. The Shares are being registered
pursuant to a registration statement on Form S-8 to be filed with the Securities
and Exchange Commission (the "Commission") on or about April 10, 2002 (the
"Registration Statement").</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with this opinion, I have
examined such documents and records of the Company and such statutes,
regulations and other instruments and certificates as I have deemed necessary or
advisable for the purposes of this opinion. I have assumed that all signatures
on all documents presented to me are genuine, that all documents submitted to me
as originals are accurate and complete and that all documents submitted to me as
copies are true and correct copies of the originals thereof. I have also relied
upon such certificates of public officials, corporate agents and officers of the
Company and such other certifications with respect to the accuracy of material
factual matters contained therein that were not independently established.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based on the foregoing, I am of the opinion
that the Shares will be, if and when issued and paid for pursuant to the Plan,
validly issued, fully paid and nonassessable, assuming the Company maintains an
adequate number of authorized but unissued shares of common stock available for
such issuance, and further assuming that the consideration received by the
Company for the Shares exceeds the par value thereof.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, I disclaim that I
am included in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission.</P>
<P></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=40%>&nbsp;</TD>
<TD WIDTH=60%>Very truly yours,</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>Kenneth G. Hawari<BR>General Counsel</TD></TR></TABLE>
<P></P>
<HR>

<PAGE>
<P ALIGN=RIGHT><B>EXHIBIT 23.2</B></P>
<P></P>
<P ALIGN=CENTER><B>CONSENT OF INDEPENDENT PUBLIC AUDITORS</B></P>
<P></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We consent to the incorporation by reference in
this Registration Statement on Form S-8 filed on or about April 10, 2002
pertaining to the Advanced Neuromodulation Systems, Inc. 2001 Stock Option Plan
of our report dated February 6, 2002 with respect to the consolidated financial
statements and schedule of Advanced Neuromodulation Systems, Inc. included in
its Annual Report on Form 10-K for the year ended December 31, 2001, filed with
the Securities and Exchange Commission.</P>
<P></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=40%>&nbsp;</TD>
<TD WIDTH=60%><U>/S/ Ernst &amp; Young LLP</U><BR>ERNST &amp; YOUNG
LLP</TD></TR>
</TABLE>
<P></P>
<P>Dallas, Texas<BR>April 8, 2002</P>
</BODY>
</HTML>
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{"company-data": {"conformed-name": "ADVANCED NEUROMODULATION SYSTEMS INC", "cik": "0000351721", "assigned-sic": "3841", "irs-number": "751646002", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85968", "film-number": "02607065"}, "business-address": {"street1": "6501 WINDCREST DRIVE SUITE 100", "city": "PLANO", "state": "TX", "zip": "75024", "phone": "9723098000"}, "mail-address": {"street1": "6501 WINDCREST DRIVE SUITE 100", "city": "PLANO", "state": "TX", "zip": "75024"}, "former-company": {"former-conformed-name": "QUEST MEDICAL INC", "date-changed": "19920703"}}
S-8
As filed with the Securities and Exchange Commission on April 10, 2002.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES
ACT OF 1933
ADVANCED NEUROMODULATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Incorporated pursuant to the Laws of the State of
Texas
Internal Revenue Service — Employer Identification
No. 75-1646002
6501 Windcrest Drive, Suite 100, Plano, Texas 75024
(972) 309-8000
(Address, including Zip Code, and Telephone
Number, including Area Code,
of Registrant's Principal Executive Offices)
ADVANCED NEUROMODULATION SYSTEMS, INC.
2001 EMPLOYEE STOCK
OPTION PLAN
(Full Title of the Plan)
Christopher G. Chavez, President and Chief Executive Officer
Advanced Neuromodulation Systems, Inc.
6501 Windcrest Drive, Suite 100,
Plano, Texas 75024 (972) 309-8000
(Name, Address, and
Telephone Number, including Area Code, of Agent for Service)
Copy to:
Kenneth G. Hawari, General Counsel
Advanced Neuromodulation Systems, Inc.
6501 Windcrest Drive, Suite 100,
Plano, Texas 75024 (972) 309-8000
CALCULATION OF REGISTRATION FEE
Title of
Securities
to be
Registered
Amount
to be
Registered
1
Proposed
Maximum
Offering
Price per Share
2
Proposed
Maximum
Aggregate
Offering Price
2
Amount
of
Registration Fee
2
Common Stock,
$.05 par value
180,000
$32.47
$5,844,600
$1,396.85
Common Stock Rights
3
180,000
N/A
N/A
N/A
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered such additional shares of Common Stock as may
become issuable if certain adjustment provisions or certain antidilution
provisions of the Plan become operative.
(2)
Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common Stock,
as reported on the Nasdaq National Market on April 3, 2002, in accordance with
Rule 457(h) promulgated under the Securities Act of 1933, as amended.
(3)
Issuable pursuant to a Shareholder Rights Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information
Not required to be filed with this Registration Statement.
Item 2.
Registrant Information and Employee
Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by
Reference.
The following documents, which have been previously filed with the Securities
and Exchange Commission (the "Commission") by Advanced Neuromodulation Systems,
Inc. (the "Registrant") are incorporated by reference in this Registration
Statement:
(a)
Annual Report on Form 10-K for the fiscal year ended December 31,
2001, which contains audited financial statements of the Registrant for the
Registrant's last completed fiscal year for which such statements have been
filed (the "2001 Form 10-K").
(b)
All reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 2001.
(c)
The description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form SB-2, dated September 28, 1995
(Commission File Number 33-62991), including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
II-1
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and
Counsel.
Not applicable.
Item 6.
Indemnification of Directors and
Officers.
Consistent with the Texas Business Corporation Act, the Registrant's Articles
of Incorporation include a provision limiting director liability to the Company
or its shareholders for monetary damages arising from certain acts or omissions
in the director's capacity as a director. The Articles of Incorporation also
provide that to the extent permitted by applicable law, and by resolution or
other proper action of the board of directors of the Company, the Company may
indemnify any director or officer of the Company against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending, or completed
action, suit, or proceeding to which any such person is, or is threatened to be
made, a party and which may arise by reason of the fact he is or was a person
occupying any such office or position. In addition, the Company maintains
insurance on behalf of its directors and executive officers insuring them
against any liability asserted against them in their capacities as directors or
officers or arising out of such status.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has 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.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.
Item 9.
Undertakings.
(a)
The 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 the 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 the 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 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 registration statement is on Form S-3, Form S-8 or Form F-3,
and 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 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 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 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 by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, 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
by the Registrant 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.
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 Plano, Texas, on April 10, 2002.
ADVANCED NEUROMODULATION SYSTEMS, INC.
By:
/s/ CHRISTOPHER G. CHAVEZ
Christopher G. Chavez
President, Chief Executive Officer
and Director
(Principal Executive
Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Advanced Neuromodulation
Systems, Inc., hereby severally constitute and appoint Christopher G. Chavez and
F. Robert Merrill III, and each 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 (including post-effective amendments)
to the Registration Statement, and generally to do all things in our name and
behalf in the capacities indicated below to enable Advanced Neuromodulation
Systems, Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements to the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our attorneys,
or any of them, to said Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
Title
Date
/s/Christopher G. Chavez
Christopher G.
Chavez
Chief Executive Officer, President and Director of Advanced
Neuromodulation Systems, Inc. (Principal Executive Officer)
April 10, 2002
/s/F. Robert Merrill III
F. Robert Merrill
III
Executive Vice President-Finance, Treasurer and Secretary of
Advanced Neuromodulation Systems, Inc. (Principal Financial and Accounting
Officer)
April 10, 2002
/s/Hugh M. Morrison
Hugh M. Morrison
Chairman of the Board and Director of Advanced Neuromodulation
Systems, Inc.
April 10, 2002
/s/Robert C. Eberhart
Robert C. Eberhart
Director of Advanced Neuromodulation Systems, Inc.
April 10, 2002
/s/Joseph E. Laptewicz
Joseph E. Laptewicz
Director of Advanced Neuromodulation Systems, Inc.
April 10, 2002
/s/A. Ronald Lerner
A. Ronald Lerner
Director of Advanced Neuromodulation Systems, Inc.
April 10, 2002
/s/Richard D. Nikolaev
Richard D. Nikolaev
Director of Advanced Neuromodulation Systems, Inc.
April 10, 2002
/s/Michael J. Torma
Michael J. Torma
Director of Advanced Neuromodulation Systems, Inc.
April 10, 2002
INDEX TO EXHIBITS
Exhibit Number
Exhibit
4.1*
Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan.
4.2
Rights Agreement between Advanced Neuromodulation Systems, Inc. and KeyCorp
Shareholder Services, Inc., as Rights Agent dated August 30, 1996 (incorporated
by reference from the Company's Form 8-K filed with the Commission on September
3, 1996).
4.3
Amendment to Rights Agreement dated as of January 25, 2002 between Advance
Neuromodulation   Systems,  Inc.  and  Computershare   Investor  Services  LLC
(formerly KeyCorp Shareholder  Services,  Inc.) (incorporated by reference from
the Company's Form 8-K filed with the Commission on January 30, 2002).
5.1*
Opinion of Kenneth G. Hawari, General Counsel
23.1*
Consent of Kenneth G. Hawari, General Counsel
(Contained in Exhibit
5.1)
23.2*
Consent of Ernst & Young LLP
24.1*
Power of Attorney (Contained at page II-6)
_______________
*Filed herewith
EXHIBIT 4.1
ADVANCED NEUROMODULATION SYSTEMS, INC.
2001 EMPLOYEE
STOCK OPTION PLAN
1.
Purpose of the Plan.
This Plan
shall be known as the Advanced Neuromodulation Systems, Inc. 2001 Employee Stock
Option Plan. The purposes of the Plan are (i) to attract and retain the best
available personnel for positions of substantial responsibility, and (ii) to
provide incentives to such personnel to promote the success of the business of
Advanced Neuromodulation Systems, Inc. and its subsidiaries.
2.
Definitions.
As used herein, the
following definitions shall apply:
(a)  "Board"
means the Board of Directors of the Corporation.
(b)  "Common
Stock" means the Common Stock, $.05 par value per share, of the Corporation.
Except as otherwise provided herein, all Common Stock issued pursuant to the
Plan shall have the same rights as all other issued and outstanding shares of
Common Stock, including but not limited to voting rights, the right to
dividends, if declared and paid, and the right to pro rata distributions of the
Corporation's assets in the event of liquidation.
(c)  
"Committee" means the committee described in Section 18(a) that administers the
Plan.
(d)  
"Corporation" means Advanced Neuromodulation Systems, Inc., a Texas corporation.
(e)   "Date
of Grant" means the date on which an Option is granted pursuant to this Plan or,
if the Committee so determines, the date specified by the Committee as the date
the award is to be effective.
(f)  
"Employee" means any employee of the Corporation or one of its Subsidiaries, but
excluding any "executive officer" (as defined in Rule 3b-7 promulgated pursuant
to the Exchange Act) or director of the Corporation or one of its Subsidiaries.
(g)  
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
(h)   "Fair
Market Value" means the closing sale price (or average of the quoted closing bid
and asked prices if there is no closing sale price reported) of the Common Stock
on the trading day immediately prior to the date specified as reported by The
Nasdaq Stock Market or by the principal national stock exchange on which the
Common Stock is then listed. If there is no reported price information for the
Common Stock, the Fair Market Value will be determined by the Committee, in its
sole discretion. In making such determination, the Committee may, but shall not
be obligated to, commission and rely upon an independent appraisal of the Common
Stock.
(i)  
"Option" means a stock option granted pursuant to Section 6 of this Plan.
(j)  
"Optionee" means any Employee who receives an Option.
(k)  
"Participant" means any Employee who receives an Option.
(l)   "Plan"
means the Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option
Plan, as amended from time to time.
(m)   "Rule
16b-3" means Rule 16b-3 of the rules and regulations under the Exchange Act, as
Rule 16b-3 may be amended from time to time, and any successor provisions to
Rule 16b-3 under the Exchange Act.
(n)  
"Subsidiary" means any now existing or hereinafter organized or acquired company
of which more than fifty percent (50%) of the issued and outstanding voting
stock is owned or controlled directly or indirectly by the Corporation or
through one or more Subsidiaries of the Corporation.
3.
Term of Plan.
The Plan has been
adopted by the Board effective as of April 2, 2001. Any Options granted under
the Plan will be "nonqualified stock options" under the Internal Revenue Code of
1986, as amended from time to time, and will not be "incentive stock options"
under the Code. The Plan shall continue in effect until terminated pursuant to
Section 18(a).
4.
Shares Subject to the Plan.
Except as otherwise provided in Section 17 hereof, the aggregate number of
shares of Common Stock issuable upon the exercise of Options pursuant to this
Plan shall be 180,000 shares; provided, however, that on January 1 of each year
(commencing on January 1, 2001), the aggregate number of shares of Common Stock
then issuable upon the exercise of Options shall be increased by the same
percentage that the total number of issued and outstanding shares of Common
Stock increased from the preceding January 1 to the following December 31 (if
such percentage is positive). For example, if the total number of issued and
outstanding shares of Common Stock on January 1, 2001 were 5,000,000, the total
number of issued and outstanding shares of the Corporation on December 31, 2001
were 5,500,000, and the aggregate number of shares of Common Stock then issuable
upon the exercise of Options pursuant to this Plan were 180,000, the aggregate
number of shares of Common Stock issuable under the Plan effective January 1,
2002 would be 198,000 (a 10% increase). Shares issuable upon the exercise of
Options may either be authorized but unissued shares or treasury shares. The
Corporation shall, during the term of this Plan, reserve and keep available a
number of shares of Common Stock sufficient to satisfy the requirements of the
Plan. If an Option should expire or become unexercisable for any reason without
having been exercised in full, then the shares that were subject thereto shall,
unless the Plan shall have terminated, become immediately available for the
grant of additional Options under this Plan, subject to the limitations and
adjustments set forth above. In addition, for purposes of calculating the
aggregate number of shares that may be issued under this Plan, only the net
shares issued (including the shares, if any, withheld for tax withholding
requirements) shall be counted when shares of Common Stock are used as full or
partial payment for shares issued upon exercise of a Option. Shares tendered by
a Participant as payment for shares issued upon such exercise shall be available
for reissuance under the Plan.
5.
Eligibility.
Options may be
granted under Section 6 of the Plan to such Employees of the Corporation or its
Subsidiaries as may be determined by the Committee. Subject to the limitations
and qualifications set forth in this Plan, the Committee shall also determine
the number of Options to be granted, the number of shares subject to each Option
grant, the exercise price or prices of each Option, the vesting and exercise
period of each Option, whether an Option may be exercised as to less than all of
the Common Stock subject thereto, and such other terms and conditions of each
Option as are consistent with the provisions of this Plan.
6.
Grant of Options.
Except as
provided in Section 18(c), the Committee shall determine the number of shares of
Common Stock to be offered from time to time pursuant to Options granted
hereunder and shall grant Options under the Plan. No member of the Committee
shall be eligible to receive Options. The grant of Options shall be evidenced by
Option agreements containing such terms and provisions as are approved by the
Committee and executed on behalf of the Corporation by an appropriate officer.
7.
Time of Grant of Options.
The
date of grant of an Option under the Plan shall be the date on which the
Committee awards the Option or, if the Committee so determines, the date
specified by the Committee as the date the award is to be effective. Notice of
the grant shall be given to each Participant to whom an Option is granted
promptly after the date of such grant.
8.
Price.
The exercise price for
each share of Common Stock subject to an Option (the "Exercise Price") granted
pursuant to Section 6 of the Plan shall be determined by the Committee at the
Date of Grant.
9.
Vesting.
Subject to Section 11
of this Plan, each Option award under the Plan shall vest or be subject to
forfeiture in accordance with the provisions set forth in the applicable Option
agreement. The Committee may, but shall not be required to, permit acceleration
of vesting or termination of forfeiture provisions upon any sale of the
Corporation or similar transaction. A Participant's Option agreement may contain
such additional provisions with respect to vesting as the Committee may specify.
10.
Exercise.
A Participant may pay
the Exercise Price of the shares of Common Stock as to which an Option is being
exercised by the delivery of (a) cash, (b) check, (c) at the Corporation's
option, by the delivery of shares of Common Stock having a Fair Market Value on
the date immediately preceding the exercise date equal to the Exercise Price and
have been held by the Optionee at least six (6) months prior to the date of
exercise, or (d) at the Corporation's option, any other consideration that the
Corporation determines is consistent with the Plan's purpose and applicable law.
If the shares to be purchased are covered by an effective registration statement
under the Securities Act of 1933, as amended, any Option granted under the Plan
may be exercised by a broker-dealer acting on behalf of an Optionee if (i) the
broker-dealer has received from the Optionee or the Corporation a fully- and
duly-endorsed agreement evidencing such Option, together with instructions
signed by the Optionee requesting the Corporation to deliver the shares of
Common Stock subject to such Option to the broker-dealer on behalf of the
Optionee and specifying the account into which such shares should be deposited,
(ii) adequate provision has been made with respect to the payment of any
withholding taxes due upon such exercise, and (iii) the broker-dealer and the
Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12
CFR Part 220, or any successor provision.
11.  [Reserved.]
12.
Option Financing.
Upon the
exercise of any Option granted under the Plan, the Corporation may, but shall
not be required to, make financing available to the Participant for the purchase
of shares of Common Stock pursuant to such Option on such terms as the Board or
the Committee may specify.
13.
Withholding of Taxes.
The
Committee shall make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes that the Corporation
is required by any law or regulation of any governmental authority to withhold
in connection with any Option including, but not limited to, (a) withholding the
issuance of all or any portion of the shares of Common Stock subject to such
Option until the Participant reimburses the Corporation for the amount it is
required to withhold with respect to such taxes, (b) withholding any portion of
such issuance in an amount sufficient to reimburse the Corporation for the
amount of taxes it is required to withhold, (c) allowing the Participant to
deliver Common Stock as payment for the amount the Corporation is required to
withhold for taxes or (d) taking any other action reasonably required to satisfy
the Corporation's withholding obligation.
14.
Conditions Upon Issuance of Shares.
(a)   The
Corporation shall not be obligated to sell or issue any shares upon the exercise
of any Option granted under the Plan unless the issuance and delivery of shares
comply with all provisions of applicable federal and state securities laws and
the requirements of The Nasdaq Stock Market or any stock exchange upon which
shares of the Common Stock may then be listed.
(b)  
As a condition to the exercise of an Option, the Corporation may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of applicable federal and state securities laws.
(c)  
The Corporation shall not be liable for refusing to sell or issue any shares
covered by any Option if the Corporation cannot obtain authority from the
appropriate regulatory bodies deemed by the Corporation to be necessary to sell
or issue such shares in compliance with all applicable federal and state
securities laws and the requirements of The Nasdaq Stock Market or any stock
exchange upon which shares of the Common Stock may then be listed. In addition,
the Corporation shall have no obligation to any Participant, express or implied,
to list, register or otherwise qualify the shares of Common Stock covered by any
Option.
(d)  
No Participant will be, or will be deemed to be, a holder of any Common Stock
subject to an Option unless and until such Participant has exercised his or her
Option and paid the purchase price for the subject shares of Common Stock.
15.
Restrictions on Transfer.
(a)  
Options issued pursuant to the Plan shall be nontransferable except by will or
the laws of descent and distribution, and may only be exercisable during the
Participant's lifetime only by the Participant.
(b)  
Shares of Common Stock issued pursuant to the Plan may be subject to
restrictions on transfer under applicable federal and state securities laws. The
Committee may impose such additional restrictions on the ownership and transfer
of shares of Common Stock issued pursuant to the Plan as it deems desirable; any
such restrictions shall be set forth in any Option agreement entered into
hereunder.
16.
Modification of Plan and Options.
(a)  
The Committee may from time to time and at any time alter, amend, suspend,
discontinue or terminate this Plan.
(b)  
At any time and from time to time, the Committee may execute an instrument
providing for modification, extension or renewal of any outstanding Option,
provided that no such modification, extension or renewal shall impair the Option
without the consent of the holder of the Option.
17.
Effect of Change in Stock Subject
to the Plan.
In the event that each of the outstanding shares of Common
Stock (other than shares held by dissenting shareholders) shall be changed into
or exchanged for a different number or kind of shares of stock of the
Corporation or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise), or in the event a stock split or stock dividend occurs,
then the Corporation may either (a) substitute for each share of Common Stock
then subject to Options or available for Options the number and kind of shares
of stock into which each outstanding share of Common Stock (other than shares
held by dissenting shareholders) shall be so changed or exchanged, or the number
of shares of Common Stock as is equitably required in the event of a stock split
or stock dividend, together with an appropriate adjustment of the Exercise
Price, or (b) cancel all such Options as of the effective date of any merger,
consolidation, recapitalization, reclassification, split-up or combination of
shares by giving written notice to each holder thereof or his personal
representatives of its intention to do so and by permitting the exercise of all
such Options, without regard to determinations of periods or installments of
exercisability during the thirty (30) day period immediately preceding such
effective date. The Committee may, but shall not be required to, provide
additional anti-dilution protection to a Participant under the terms of the
Participant's Option agreement.
18.
Administration.
(a)  
Notwithstanding anything to the contrary herein, to the extent necessary to
comply with the requirements of Rule 16b-3, the Plan shall be administered by
the Board, or by a committee comprised solely of two or more Non-Employee
Directors appointed by the Board (the group responsible for administering the
Plan is referred to as the "Committee"). Options may be granted under Section 6
only by majority agreement of the members of the Committee. Option agreements,
in the form as approved by the Committee, and containing such terms and
conditions consistent with the provisions of this Plan as are determined by the
Committee, may be executed on behalf of the Corporation by the Chairman of the
Board, the President or any Vice President of the Corporation. The Committee
shall have complete authority to construe, interpret and administer the
provisions of this Plan and the provisions of the Option agreements granted
hereunder; to prescribe, amend and rescind rules and regulations pertaining to
this Plan; to suspend, discontinue or terminate this Plan; and to make all other
determinations necessary or deemed advisable in the administration of the Plan.
The determinations, interpretations and constructions made by the Committee
shall be final and conclusive. No member of the Committee shall be liable for
any action taken, or failed to be taken, made in good faith relating to the Plan
or any award thereunder, and the members of the Committee shall be entitled to
indemnification and reimbursement by the Corporation in respect of any claim,
loss, damage or expense (including attorneys' fees) arising therefrom to the
fullest extent permitted by law.
(b)  
Members of the Committee shall be specified by the Board, and if the Committee
does not consist of the entire Board, the Committee shall consist solely of
Non-Employee Directors. Non-Employee Directors may not possess an interest in
any transaction for which disclosure is required under Section 404(a) of
Regulation S-K under the Exchange Act or be engaged in a business relationship
that must be disclosed under Section 404(a).
19.
Continued Employment Not
Presumed.
Nothing in this Plan or any document describing it nor the grant
of any Option shall give any Participant the right to continue in the employment
of the Corporation or affect the right of the Corporation to terminate the
employment of any such person with or without cause.
20.  [Reserved].
21.
Governing Law.
The Plan
shall be governed by and construed in accordance with the laws of State of Texas
and the United States, as applicable, without reference to the conflict of laws
provisions thereof.
22.
Severability of Provisions.
If
any provision of this Plan is determined to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
the remaining provisions of the Plan, but such invalid, illegal or unenforceable
provision shall be fully severable, and the Plan shall be construed and enforced
as if such provision had never been inserted herein.
EXHIBIT 5.1
[ANS Letterhead]
April 10, 2002
Advanced Neuromodulation Systems, Inc.
6501 Windcrest Drive, Suite 100
Plano, Texas 75024
Re:
Registration Statement on Form S-8 for the Advanced
Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan ("the Plan")
Ladies and Gentlemen:
I am the General Counsel of Advanced
Neuromodulation Systems, Inc., a Texas corporation (the "Company"). This opinion
is rendered in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 180,000 shares (and, in addition, an
indeterminate number of additional shares if certain adjustment provisions of
the Plan become operative) (the "Shares") of the Company's common stock, $.05
par value per share, issuable under the Plan. The Shares are being registered
pursuant to a registration statement on Form S-8 to be filed with the Securities
and Exchange Commission (the "Commission") on or about April 10, 2002 (the
"Registration Statement").
In connection with this opinion, I have
examined such documents and records of the Company and such statutes,
regulations and other instruments and certificates as I have deemed necessary or
advisable for the purposes of this opinion. I have assumed that all signatures
on all documents presented to me are genuine, that all documents submitted to me
as originals are accurate and complete and that all documents submitted to me as
copies are true and correct copies of the originals thereof. I have also relied
upon such certificates of public officials, corporate agents and officers of the
Company and such other certifications with respect to the accuracy of material
factual matters contained therein that were not independently established.
Based on the foregoing, I am of the opinion
that the Shares will be, if and when issued and paid for pursuant to the Plan,
validly issued, fully paid and nonassessable, assuming the Company maintains an
adequate number of authorized but unissued shares of common stock available for
such issuance, and further assuming that the consideration received by the
Company for the Shares exceeds the par value thereof.
I consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, I disclaim that I
am included in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
Kenneth G. Hawari
General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC AUDITORS
We consent to the incorporation by reference in
this Registration Statement on Form S-8 filed on or about April 10, 2002
pertaining to the Advanced Neuromodulation Systems, Inc. 2001 Stock Option Plan
of our report dated February 6, 2002 with respect to the consolidated financial
statements and schedule of Advanced Neuromodulation Systems, Inc. included in
its Annual Report on Form 10-K for the year ended December 31, 2001, filed with
the Securities and Exchange Commission.
/S/ Ernst & Young LLP
ERNST & YOUNG
LLP
Dallas, Texas
April 8, 2002