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<HEAD>
<TITLE>S-8</TITLE>
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<P>As filed with the Securities and Exchange Commission on May 18, 2001.
</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>2000 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<BR>Hughes &amp; Luce, L.L.P.
<BR>1717 Main Street, Suite 2800, Dallas, Texas 75201 (214) 939-5558</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>518,100</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>$16</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>$8,289,600</TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>$2,072</TD></TR>
<TR>
<TD ALIGN=CENTER VALIGN=BOTTOM>Common Stock Rights<SUP>3</SUP></TD>
<TD ALIGN=CENTER VALIGN=BOTTOM>518,100</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 May 16, 2001, 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>
<HR>
<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 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,
2000, which contains audited financial statements of the Registrant for the
Registrant's last completed fiscal year for which such statements have been
filed (the "2000 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, 2000.</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>
<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-6 of this Registration Statement, which Index is
incorporated herein by reference.</P>
<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,</TD></TR></TABLE>
<P ALIGN=CENTER>II-2</P>
<HR>
<P></P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=10%></TD>
<TD WIDTH=5% VALIGN=TOP></TD>
<TD WIDTH=85%>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 bona fide 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 ALIGN=CENTER>II-3</P>
<HR>
<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 May 18, 2001.</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 ALIGN=CENTER>II-4</P>
<HR>
<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>May 18, 2001</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>May 18, 2001</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>May 18, 2001</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>May 18, 2001</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>May 18, 2001</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>May 18, 2001</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>May 18, 2001</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>May 18, 2001</TD></TR>
</TABLE>
<P ALIGN=CENTER>II-5</P>
<HR>
<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>4.1</TD>
<TD>Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan (incorporated
by reference from the Registrant's Definitive Schedule 14A filed with the
Commission on April 17, 2000 - File No. 000-10521).</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>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 - File No. 000-10521).</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>5.1*</TD>
<TD>Opinion of Hughes &amp; Luce, L.L.P.</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>23.1*</TD>
<TD>Consent of Hughes &amp; Luce, L.L.P.<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-5)</TD></TR></TABLE>
<HR WIDTH=15% ALIGN=LEFT>
<P>*Filed herewith</P>
<P ALIGN=CENTER>II-6</P>
<HR>
<P ALIGN=CENTER><B>EXHIBIT 5.1</B></P>
<P ALIGN=CENTER>[Hughes &amp; Luce, L.L.P. Letterhead]</P>
<P>May 18, 2001</P>
<P>Advanced Neuromodulation Systems, Inc.<BR>6501 Windcrest Drive, Suite 100<BR>
Plano, Texas 75024</P>
<P>Re: &nbsp;&nbsp;&nbsp;Registration Statement on Form S-8 for the Advanced
Neuromodulation Systems, Inc. 2000<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;Stock Option Plan ("the Plan")</P>
<P>Ladies and Gentlemen:</P>
<P>We have acted as counsel to Advanced Neuromodulation Systems, Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 518,100 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 May 18, 2001 (the "Registration Statement").</P>
<P>In connection with this opinion, we have examined such documents and records
of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We 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 which were not independently established.</P>
<P>Based on the foregoing, we are 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>We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are 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>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=40%></TD>
<TD WIDTH=60%>Very truly yours,</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD></TD>
<TD><U>/s/ HUGHES &amp; LUCE, L.L.P.</U><BR>HUGHES &amp; LUCE, L.L.P.</TD></TR>
</TABLE>
<P></P>
<HR>
<P ALIGN=CENTER><B>EXHIBIT 23.2</B></P>
<P ALIGN=CENTER><B>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS</B></P>
<P>We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Advanced Neuromodulation Systems, Inc. 2000 Stock
Option Plan of our report dated March 2, 2001 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, 2000,
filed with the Securities and Exchange Commission.</P>
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0>
<TR>
<TD WIDTH=40%></TD>
<TD WIDTH=60%><U>/s/ ERNST &amp; YOUNG LLP</U><BR>ERNST &amp; YOUNG LLP</TD>
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<P>Dallas, Texas<BR>May 15, 2001</P>
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[{"type": "S-8", "sequence": "1", "filename": "text.htm", "description": "FORM S-8", "secsgml_size_bytes": 24060}]
{"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": "333-61240", "film-number": "1643551"}, "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 May 18, 2001.
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.
2000 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
Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800, Dallas, Texas 75201 (214) 939-5558
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
518,100
$16
$8,289,600
$2,072
Common Stock Rights
3
518,100
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 May 16, 2001, 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,
2000, which contains audited financial statements of the Registrant for the
Registrant's last completed fiscal year for which such statements have been
filed (the "2000 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, 2000.
(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-6 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,
II-2
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.
II-3
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 May 18, 2001.
ADVANCED NEUROMODULATION SYSTEMS, INC.
By:
/s/ CHRISTOPHER G. CHAVEZ
Christopher G. Chavez
President, Chief Executive Officer
and Director
(Principal Executive
Officer)
II-4
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)
May 18, 2001
/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)
May 18, 2001
/s/Hugh M. Morrison
Hugh M. Morrison
Chairman of the Board and Director of Advanced Neuromodulation
Systems, Inc.
May 18, 2001
/s/Robert C. Eberhart
Robert C. Eberhart
Director of Advanced Neuromodulation Systems, Inc.
May 18, 2001
/s/Joseph E. Laptewicz
Joseph E. Laptewicz
Director of Advanced Neuromodulation Systems, Inc.
May 18, 2001
/s/A. Ronald Lerner
A. Ronald Lerner
Director of Advanced Neuromodulation Systems, Inc.
May 18, 2001
/s/Richard D. Nikolaev
Richard D. Nikolaev
Director of Advanced Neuromodulation Systems, Inc.
May 18, 2001
/s/Michael J. Torma
Michael J. Torma
Director of Advanced Neuromodulation Systems, Inc.
May 18, 2001
II-5
INDEX TO EXHIBITS
Exhibit Number
Exhibit
4.1
Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan (incorporated
by reference from the Registrant's Definitive Schedule 14A filed with the
Commission on April 17, 2000 - File No. 000-10521).
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 - File No. 000-10521).
5.1*
Opinion of Hughes & Luce, L.L.P.
23.1*
Consent of Hughes & Luce, L.L.P.
(Contained in Exhibit 5.1)
23.2*
Consent of Ernst & Young LLP
24.1*
Power of Attorney (Contained at page II-5)
*Filed herewith
II-6
EXHIBIT 5.1
[Hughes & Luce, L.L.P. Letterhead]
May 18, 2001
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. 2000
Stock Option Plan ("the Plan")
Ladies and Gentlemen:
We have acted as counsel to Advanced Neuromodulation Systems, Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 518,100 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 May 18, 2001 (the "Registration Statement").
In connection with this opinion, we have examined such documents and records
of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We 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 which were not independently established.
Based on the foregoing, we are 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.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are 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,
/s/ HUGHES & LUCE, L.L.P.
HUGHES & LUCE, L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Advanced Neuromodulation Systems, Inc. 2000 Stock
Option Plan of our report dated March 2, 2001 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, 2000,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Dallas, Texas
May 15, 2001