390 ◾ The Guide to Entrepreneurship: How to Create Wealth for Your Company
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnication is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnication against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, ofcer or control-
ling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, ofcer 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 prece-
dent, submit to a court of appropriate jurisdiction the question whether such
indemnication by it is against public policy as expressed in the Act and
will be governed by the nal adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certies that it has reasonable grounds to believe that it meets all of
the requirements for ling on FormS-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Woburn, State of Massachusetts, on November12, 2003.
CARDIOTECH INTERNATIONAL, INC.
By: /s/ MICHAEL SZYCHER
Michael Szycher, Ph.D.
Chairman and Chief Executive Ofcer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the under-
signed hereby constitutes and appoints Michael Szycher, Ph.D. as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and on his behalf to sign, execute and le this regis-
tration statement and any or all amendments (including, without limitation,
post-effective amendments) to this registration statement, and to le the
same, with all exhibits thereto and any and all documents required to be
led with respect therewith, with the Securities and Exchange Commission
or any regulatory authority, granting unto such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
Harvesting ◾ 391
requisite and necessary to be done in connection therewith and about the
premises in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and conrm-
ing all that such attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ MICHAEL SZYCHER Chairman, Chief Executive
Ofcer and Director (Principal
Executive Ofcer)
November 25, 2003
Michael Szycher
/s/ THOMAS LOVETT
VP of Finance (Principal
Financial Ofcer)
November 25, 2003
Thomas Lovett
/s/ MICHAEL ADAMS
Director November 25, 2003
Michael Adams
/s/ ANTHONY J. ARMINI
Director November 25, 2003
Anthony J. Armini
/s/ MICHAEL BARRETTI
Director November 25, 2003
Michael Barretti
EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of October25, 2002 among
CardioTech International, Inc. and Gish Biomedical, Inc. and Gish
Acquisition Corp., incorporated by reference to the Joint Proxy
Statement/Prospectus led by CardioTech International, Inc. as part of its
Registration Statement on FormS-4 led on December23, 2002.
2.2 Amendment No.1 to the Agreement and Plan of Merger dated as of
January9, 2003 among CardioTech International, Inc., Gish Biomedical,
Inc. and Gish Acquisition Corp., incorporated by reference to Exhibit2.2
to Amendment No.1 to CardioTech’s Registration Statement on FormS-4,
led on January16, 2003.
392 ◾ The Guide to Entrepreneurship: How to Create Wealth for Your Company
3.1 Restated Articles of Organization of CardioTech International, Inc.,
incorporated by reference to Exhibit3.1 to Amendment No.1 to
CardioTech International, Inc.’s Registration Statement on Form10-12G,
led on May10, 1996.
3.2 Amended and Restated By-Laws of CardioTech International, Inc.,
incorporated by reference to Exhibit3.2 to CardioTech International,
Inc.’s Registration Statement on Form10-12G, led on March20, 1996.
5.1 ** Opinion of Ellenoff Grossman & Schole, LLP for CardioTech
International, Inc., as to the legality of the securities being registered.
10.2 Tax Matters Agreement between Poly Medica Industries, Inc. and
CardioTech International, Inc., dated as of May13, 1996, incorporated by
reference to Amendment No.1 to CardioTech International, Inc.’s
Registration Statement on Form10-12G, led on May10, 1996.
10.3 Amended and Restated License Agreement between PMI and CardioTech
International, Inc., dated as of May9, 1996, incorporated by reference to
Exhibit10.4 to Amendment No.1 to CardioTech International, Inc.’s
Registration Statement on Form10-12G, led on May10, 1996.
10.4 1996 Employee, Director and Consultant Stock Option Plan, incorporated
by reference to Exhibit10.4 to CardioTech International, Inc.’s Annual
Report on Form10-K for the year ended March31, 1998, led on June29,
1998.
10.5 Employment Agreement, dated as of March26, 1998, between Michael
Szycher, Ph.D., and CardioTech, incorporated by reference to Exhibit10.5
to CardioTech International, Inc.’s Annual Report on Form10-K for the
year ended March31, 1998, led on June29, 1998.
10.6 Development, Supply and License Agreement between PMI and Bard
Access Systems, dated November11, 1992, incorporated by reference to
Exhibit10.10 to CardioTech International, Inc.’s Registration Statement on
Form10-12G, led on March 20, 1996.
10.7 Commercial Lease between CardioTech International, Inc. and
Cummings Properties Management, Inc., dated June26, 1998,
incorporated by reference to Exhibit10.11 to CardioTech International,
Inc.’s Annual Report on Form10-K for the year ended March31, 1998, led
on June29, 1998.
10.8 Form of Unit Purchase Agreement, incorporated by reference to
Exhibit99.1 to CardioTech International, Inc.’s Registration Statement on
FormS-3 led on February12, 1999.
Harvesting ◾ 393
Exhibit 5.1
November25, 2003
Cardiotech International,Inc.
78-E Olympia Avenue
Woburn, MA 01801
Ladies and Gentlemen:
We have acted as counsel for Cardiotech International,Inc., a
Massachusetts corporation (the “Company”), in connection with the prepara-
tion of its Registration Statement on FormS-3 (the “Registration Statement”)
to which this opinion is an exhibit, to be led with the Securities and
Exchange Commission on or about November25, 2003.
It is our opinion that the shares of Common Stock, par value $0.01 per
share, being registered, when sold in the manner and for the consideration
contemplated by the Registration Statement, will be validly issued, fully paid
and non-assessable.
We consent to the ling of this opinion as an Exhibit to the Registration
Statement and to the reference to our rm under the heading “Legal Matters.”
Very truly yours,
Ellenoff Grossman& Schole LLP
By:/s/Ellenoff Grossman& Schole LLP
Consent of Independent Auditors
We consent to the reference to our rm under the caption “Experts” in the
Registration Statement FormS-3 for the registration of 410,000 shares of its
common stock and to the incorporation by reference therein of our report
dated May16, 2003 with respect to the nancial statements of CardioTech
International,Inc. and our report dated May23, 2003 with respect to the nan-
cial statements of Gish Biomedical,Inc. for the year ended March31, 2003
included in CardioTech International,Inc.’s Annual Report on Form10-KSB.
/s/Ernst& Young, LLP
Boston, Massachusetts
November 26, 2003
End of prospectus
394 ◾ The Guide to Entrepreneurship: How to Create Wealth for Your Company
References
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