-----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, JEKfGgktXsjLUrQ6I75zY+AySnLkjhzM5NaJXRdO4OaHu9DcURAps/GCra5csQFU GZPJC5cAHYTtUl/fRo3W6Q== 0001077357-00-000125.txt : 20000414 0001077357-00-000125.hdr.sgml : 20000414 ACCESSION NUMBER: 0001077357-00-000125 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000413 EFFECTIVENESS DATE: 20000413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGICAL SAFETY PRODUCTS INC CENTRAL INDEX KEY: 0001063530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 650565144 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-34708 FILM NUMBER: 600514 BUSINESS ADDRESS: STREET 1: 2018 OAK TERRACE CITY: SARASOTA STATE: FL ZIP: 34231 BUSINESS PHONE: 9419277874 MAIL ADDRESS: STREET 1: 2018 OAK TERRACE CITY: SARASOTA STATE: FL ZIP: 34231 S-8 1 1933 REGISTRATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Surgical Safety Products, Inc. -------------------------------------------- (Name of small business issuer in its charter) New York 65-0565144 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2018 Oak Terrace Sarasota, Florida 34231 - - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) SURGICAL SAFETY PRODUCTS INC. 1999 STOCK OPTION PLAN ------------------------------------------------------ (Full title of the plan) Donald K. Lawrence, President Surgical Safety Products Inc. 2018 Oak Terrace Sarasota, Florida 34231 (941) 927-7874 -------------------------------------------------------------- (Name, address and telephone number of agent for service) Copies to: Mercedes Travis, Esq. Mintmire & Associates 265 Sunrise Avenue Suite 204 Palm Beach, FL 33480 (561) 832-5696 CALCULATION OF REGISTRATION FEE TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION TO BE TO BE OFFERING OFFERING FEE (1) REGISTERED REGISTERED PRICE PRICE PER SHARE PER SHARE - ---------------- -------------- -------------- -------------- ------------ Common Stock 657,500 (2) $1.15 $756,125 $ 210 $.001 par value (1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of calculating the Registration Fee, which is based on the closing sale price of the Company's Common Stock on April 11, 2000 of $1.15 as reported on the OTC Electronic Bulletin Board. (2) Represents the number of shares of Common Stock registered pursuant to this registration statement available for issuance to employees, directors, officers and consultants on exercise of options under Surgical Safety Products Inc.'s 1999 Stock Option Plan (the "1999 Revised ESOP"), all of which options were "NSO's" as defined in such plan. 1999 Revised ESOP dated April 13, 2000 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents which have been heretofore filed with the Securities and Exchange Commission (the "Commission") by the Registrant pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by reference in this Registration Statement: (1) The Annual Report on Form 10KSB for the fiscal year ended December 31, 1999 filed March 31, 2000; (2) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the period covered by the Form 10KSB referred to above; and (3) The description of the Common Stock of the Registrant contained in the Form 10SB filed September 28, 1998, as amended. All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such 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. Article VI of the Company's Articles of Incorporation contains provisions providing for the indemnification of directors of the Company as follows: "The personal liability of directors to the corporation or its shareholders for damages for any breach of duty in such capacity is hereby eliminated except that such personal liability shall not be eliminated if a judgment or other final adjudication adverse to such director establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated Section 719 of the Business Corporation Law. Article VI of the Company's By-Laws contains provisions providing for the indemnification of directors and officers of the Company as follows: Each director and officer of this corporation shall be indemnified by the corporation against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she may be involved or to which he or she may be made a party by reason of his or her being or having been such director or officer, except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. The Company has no other agreements with any of its directors or executive offices providing for indemnification of any such persons with respect to liability arising out of their capacity or status as officers and directors. At present, there is no pending litigation or proceeding involving a director or officer of the Company as to which indemnification is being sought. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5.1 * Opinion of Mintmire & Associates 10.26 Surgical Safety Products 1999 Stock Option Plan adopted January 1999 [1] 23.1 * Consent of Kerkering, Barberio & Co., P.A. 23.2 * Consent of Mintmire & Associates (contained in the opinion filed as Exhibit 5.1 hereof) (* filed herewith) [1] Previously filed with the Company's Amendment No. 1 to the Form 10SB Item 9. Undertakings. The Registrant hereby undertakes: (a) (1) to file, during any period in which it offers or sells securities, a post effective amendment to this registration statement to include any prospectus required by Section 10(a) (3) of the Securities Act; (2) that, for the purpose of determining any liability under the Securities Act of 1933, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering; (3) to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company 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 Company will, unless in the opinion of this counsel that 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 Act and will be governed by the final jurisdiction 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, in the City of Sarasota, Florida on April 12, 2000. SURGICAL SAFETY PRODUCTS INC. By: /s/ G. Michael Swor ---------------------------------- Dr. G. Michael Swor, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, who represent a majority of the Board of Directors, in the capacities and on the dated indicated Signature Capacity Date - - --------- ----- ---- /s/ G. Michael Swor Chairman of the Board April 12, 2000 - ----------------------------- and Chief Executive G. Michael Swor Officer /s/ David Collins Acting Chief Financial Officer, April 12, 2000 - ----------------------------- Secretary, Treasurer and David Collins Director (principal financial or accounting officer) /s/ Donald K. Lawrence President, Chief Operating April 12, 2000 - ----------------------------- Officer and Director Donald K. Lawrence /s/ Frank Clark Director April 12, 2000 - ----------------------------- Frank Clark /s/ James D. Stuart Director April 12, 2000 - - --------------------------- James D. Stuart /s/ Sam Norton Director April 12, 2000 - ------------------------------ Sam Norton /s/ David Swor Director April 12, 2000 - ------------------------------ David Swor /s/ William B. Saye Director April 12, 2000 - ------------------------------ William B. Saye EX-5.1 2 LEGAL OPINION EXHIBITS 5.1 and 23.2 April 12, 2000 Board of Directors Surgical Safety Products, Inc. 2018 Oak Terrace Sarasota, FL 34231 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about April 13, 2000, in connection with the registration under the Securities Act of 1933, as amended, of 657,500 shares of your common stock under the Company's 1999 Stock Option Plan ("1999 Revised ESOP") which covers employees, directors, officers and consultants, $.001 par value (exclusive of any securities associated therewith, the "Stock") to be sold by you pursuant to the Company's 1999 Revised ESOP. As your counsel, we have examined the proceedings relating to and action taken by you in connection with the adoption of the 1999 Revised ESOP. It is our understanding that this plan was adopted by the Board of Directors in January 1999 and required shareholder approval by January 2000 in order for the Company to issue "ISO's" as defined in the 1999 Revised ESOP. It is further our understanding that the Company did not issue any ISO options, but issued all of the options under this plan as "NSO's" as defined in the plan. Therefore, although shareholder approval was not requested by the Company for this plan, it is our opinion that the Company was authorized to issue NSO options without shareholder approval. Further, it is our opinion that the 657,500 shares of your common stock under the Company's 1999 Revised ESOP that may be issued and sold by the Company pursuant to each such plan, when issued and sold in the manner provide in such plan, will be validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Mintmire & Associates - ---------------------------------- MINTMIRE & ASSOCIATES EX-23.1 3 CONSENT OF AUDITOR EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statement on Form S-8 for the registration of 657,500 shares of Surgical Safety Product Inc.'s common stock under the Company's 1999 Stock Option Plan and to the incorporation by reference therein of our report dated March 29, 2000 relating to the financial statements which appear in the Annual Report on Form 10K for the year ended December 31, 1999. /s/ Kerkering, Barbario & Co., P.A. ------------------------------------ Kerkering, Barbario & Co., P.A., Independent Public Accountants. Sarasota, Florida April 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----