-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ESLECxHEIkv3vKsJJjiqn2N21cc6mYg5owkQYfs5rPdckcYzpXzVZjaGKiV5b9V7 pIFWYFk1FfP1/SGg8yMhQg== 0000927016-96-000390.txt : 19960614 0000927016-96-000390.hdr.sgml : 19960614 ACCESSION NUMBER: 0000927016-96-000390 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960612 EFFECTIVENESS DATE: 19960701 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDIOTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0001011060 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043186647 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05893 FILM NUMBER: 96580292 BUSINESS ADDRESS: STREET 1: 11 STATE ST CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6179334772 MAIL ADDRESS: STREET 1: 11 STATE ST CITY: WOBURN STATE: MA ZIP: 01801 S-8 1 SECURITIES TO BE OFFERED TO EMPLOYEES As filed with the Securities and Exchange Commission on June 12, 1996 REGISTRATION NO. 33 - ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT under the SECURITIES ACT OF 1933 ----------------------------------- CARDIOTECH INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-3186647 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 11 STATE STREET WOBURN, MASSACHUSETTS 01801 (Address of Principal Executive Offices) CARDIOTECH INTERNATIONAL, INC. 1996 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN (Full titles of the plans) MICHAEL SZYCHER, PH.D. CHIEF EXECUTIVE OFFICER CARDIOTECH INTERNATIONAL, INC. 11 STATE STREET WOBURN, MASSACHUSETTS 01801 (617) 933-4772 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================= Proposed Proposed maximum maximum Title of Amount to be offering price aggregate Amount of securities to be registered registered/(1)/ per share/(2)/ offering price/(2)/ registration fee - ----------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 1,100,000 shares $9.90 $10,934,000.00 $3,771.00 =================================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common Stock"), stated above consists of the aggregate number of shares which may be sold upon the exercise of options which may hereafter be granted under the CardioTech International, Inc. 1996 Employee, Director and Consultant Stock Option Plan (the "Plan"). The maximum number of shares which may be sold upon the exercise of such options granted under the Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of said Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions. (2) Estimated solely for the purpose of calculating the registration fee and based upon the book value of the Common Stock as of December 31, 1995 in accordance with Rule 457(h) of the Securities Act. Page 1 of 9 pages. Exhibit Index begins on page 7. PART I INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS Explanatory Note. In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the "Commission"), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Plan. The Information required by Part I is included in documents sent or given to participants in the 1996 Employee, Director and Consultant Stock Option Plan of CardioTech International, Inc. (the "Registrant" or the "Company"), pursuant to Rule 428(b)(1) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. The following documents filed by the Registrant with the Commission are incorporated herein by reference: (a) The Company's Registration Statement on Form 10/A, Amendment No. 1, filed with the Commission pursuant to Section 12(b) of the Exchange Act (File No. 0-28034) (the "Form 10"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10. (c) The description of the Common Stock contained in the Form 10. All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Information regarding the indemnification of officers and directors of the Company is located in the section entitled "INDEMNIFICATION OF DIRECTORS AND OFFICERS" on pages 48 and 49 of the Form 10, which section is incorporated herein by reference. -2- Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- The Exhibit Index immediately preceding the exhibits 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, represents 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 a twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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 or Form S-8, 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 this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. -3- (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -4- SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Woburn, Massachusetts on June 12, 1996. CARDIOTECH INTERNATIONAL, INC. By /s/ Michael Szycher, Ph.D. ------------------------------------ Michael Szycher, Ph.D. Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Michael Szycher, Ph.D. his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post- effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. -5- Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Michael Szycher, Ph.D. Chairman of the Board of Directors, June 12, 1996 - -------------------------------- Chief Executive Officer, President, Michael Szycher, Ph.D. Treasurer, Clerk and Director (principal executive officer, principal financial officer and principal accounting officer) /s/ Alan Edwards Executive Vice President and Director June 12, 1996 - -------------------------------- Alan Edwards /s/ Generio T. Gargiulo Director June 12, 1996 - -------------------------------- Generio T. Gargiulo /s/ Arthur A. Siciliano, Ph.D. Director June 12, 1996 - -------------------------------- Arthur A. Siciliano, Ph.D.
-6- CARDIOTECH INTERNATIONAL, INC. INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT
Exhibit Sequential No. Description Page No. - ------- ---------------------------------------------- ---------- (5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky 8 and Popeo, P.C. as to the legality of the Common Stock being registered. (23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky N/A and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5). (23.2) Consent of Coopers & Lybrand L.L.P. 9 (24) Power of Attorney to file future amendments (set forth on the Signature Page of this Registration Statement).
EX-23.1 2 OPINION OF MINTZ, LEVIN, COHN, FERRIS & GLOVSKY EXHIBIT 23.1 ------------ June 12, 1996 CardioTech International, Inc. 11 State Street Woburn, Massachusetts 01801 Re: CardioTech 1996 Employee, Director and Consultant Stock Option Plan Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 1,100,000 shares (the "Shares") of Common Stock, $.01 par value per share, of CardioTech International, Inc., a Massachusetts corporation (the "Company"), issuable under the Company's 1996 Employee, Director and Consultant Stock Option Plan (the "Plan"). We have examined the Amended and Restated Articles of Organization of the Company, the By-laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan and at a price per share in excess of the par value per share for such Shares, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. ------------------------------------------------------- MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.2 ------------ CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of CardioTech International, Inc. on Form S-8 of our report, dated March 18, 1996, except as to the information presented in the second paragraph of Note E for which the date is May 9, 1996, on our audits of the consolidated financial statements of CardioTech International, Inc. as of March 31, 1995 and 1994, and for the years ended March 31, 1995, 1994 and 1993, which report is included in the Registration Statement on Form 10/A (File No. 0-28034) incorporated by reference into this Registration Statement. s/ Coopers & Lybrand L.L.P. Boston, Massachusetts June 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----