-----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, NBaceY2+3Q7Q4HvpDwNwCV3JX0iPaC7mmTkc8k5cmhWHK8ogx1bt4SDLUKfOdEg+ 121WQURbLg6oQ8UCAVEERA== /in/edgar/work/20000623/0000950135-00-003310/0000950135-00-003310.txt : 20000920 0000950135-00-003310.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950135-00-003310 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000623 EFFECTIVENESS DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHEMEDICS CORP CENTRAL INDEX KEY: 0000806517 STANDARD INDUSTRIAL CLASSIFICATION: [8071 ] IRS NUMBER: 581701987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39968 FILM NUMBER: 659754 BUSINESS ADDRESS: STREET 1: 1280 MASSACHUSETTS AVENUE STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6178687455 MAIL ADDRESS: STREET 1: 1280 MASSACHUSETTS AVE STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02138 S-8 1 0001.txt PSYCHEMEDICS CORP. 1 Registration No. 333- Securities and Exchange Commission Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PSYCHEMEDICS CORPORATION (Exact name of issuer as specified in its charter) DELAWARE 58-1701987 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1280 Massachusetts Avenue, Cambridge, Massachusetts 02138 (Address of principal executive offices) PSYCHEMEDICS CORPORATION 2000 STOCK OPTION PLAN (Full title of the plan) Raymond C. Kubacki, Jr. PSYCHEMEDICS CORPORATION 1280 Massachusetts Avenue Cambridge, Massachusetts 02138 (617) 868-7455 Copies to: Patrick J. Kinney, Jr., Esq. Lynch, Brewer, Hoffman & Sands, LLP 101 Federal Street Boston, Massachusetts 02110 (617) 951-0800 (Name, address and telephone number of agent for service) Approximate date of Commencement of Sale pursuant to the Plan: Upon issuance and exercise of options. 2 CALCULATION OF REGISTRATION FEE TITLE OF PROPOSED PROPOSED SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF OF TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE ------------- ------------- ------------- -------------- ------------ Common Stock, $.005 par value 2,000,000 $5.00 $10,000,000 $5,280 (1) The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of terminated, expired or surrendered options or pursuant to the antidilution provisions of the Plan. (2) Computed on the basis of the closing sales price of securities of the same class, as reported on the American Stock Exchange on June 20, 2000. 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Certain important information is set forth in certain reports or statements filed by Psychemedics Corporation (the "Company") with the Securities and Exchange Commission. The reports or documents listed below are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (which incorporates by reference certain portions of the Company's Proxy Statement for the Company's 2000 Annual Meeting of Stockholders held on May 11, 2000); (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; (c) all reports filed by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for periods since March 31, 2000; (d) the information set forth under "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A dated April 14, 1995 (File No. 1-13738); and All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment 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 and to be a part hereof from the date of filing such reports and documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal Street, Floor 22, Boston, Massachusetts 02110, has rendered its opinion to the Company that the shares included in this offering will, when sold in accordance with the terms of the Plan, be legally issued, fully paid and non-assessable. Edward S. Brewer, Jr., a partner of Lynch, Brewer, Hoffman & Sands, LLP, is Secretary of the Company. 3 4 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's charter provides that the Company will indemnify all persons whom it shall have power to indemnify to the full extent permitted by state law. Under Delaware law, a director, officer, employee or agent who has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred. In other circumstances, a director, officer, employee or agent of the Company may be indemnified against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred if he/she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Company, except that in an action or suit by or in the right of the Company, such person shall not be indemnified if he/she has been adjudged to be liable to the Company unless otherwise determined by the Court of Chancery. The Company's charter further provides that directors are not liable for monetary damages for certain violations of their duty of care. A determination that indemnification of a director, officer, employee or agent is proper shall be made by a disinterested majority of directors, by independent legal counsel or by the stockholders of the Company. 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 Company 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 of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of 4 5 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 information required to be in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 Plan. B. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 for liabilities under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of 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 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 of 1933 and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and had duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cambridge, Massachusetts, on this 21st day of June, 2000. PSYCHEMEDICS CORPORATION By /s/ Raymond C. Kubacki, Jr. -------------------------------------- Raymond C. Kubacki, Jr., President and Chief Executive Officer 6 7 POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. By so signing, each of the undersigned, in his capacity as a director or officer or both, as the case may be, does hereby appoint Raymond C. Kubacki, Jr. and Edward S. Brewer, Jr. and Patrick J. Kinney, Jr., and each of them singly, his lawful attorney to execute in his name, place and stead, any and all amendments and supplements to this Registration Statement and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission or any applicable state securities administrator. Said attorney shall have the full powers and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully, and to all intents and purposes, as each of the undersigned might do in person, hereby ratifying and approving the acts of such attorney. Executed under seal as of the date(s) set forth below.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Raymond C. Kubacki, Jr. President, Chief June 2, 2000 - -------------------------- Executive Officer, Raymond C. Kubacki, Jr. Director (principal executive officer) /s/ Peter C. Monson Vice President, June 2, 2000 - -------------------------- Treasurer, and Chief Peter C. Monson Financial Officer (principal financial officer) /s/ Werner A. Baumgartner Director June 8, 2000 - ------------------------------- Werner A. Baumgartner /s/ A. Clinton Allen Director June 2, 2000 - -------------------------- A. Clinton Allen /s/ Walter S. Tomenson Director June 13, 2000 - ------------------------- Walter S. Tomenson /s/ Fred J. Weinert Director June 8, 2000 - ------------------- Fred J. Weinert /s/ Donald F. Flynn Director June 14, 2000 - -------------------- Donald F. Flynn
7 8 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 4.1 Specimen Stock Certificate [incorporated by reference to the Company's Registration Statement on Form S-18 (File No. 33-10186 LA)]. 4.2 2000 Stock Option Plan (incorporated by reference to the Company's 2000 Proxy Statement) 4.3 Form of Incentive Stock Option Agreement under the 2000 Stock Option Plan 5 Opinion of Lynch, Brewer, Hoffman & Sands, LLP 23.1 Consent of Lynch, Brewer, Hoffman & Sands, LLP (included in Exhibit 5) 23.2 Consent of Arthur Andersen LLP 8 EX-4.3 2 0002.txt INCENTIVE STOCK OPTION AGREEMENT 2000 1 Exhibit 4.3 INCENTIVE STOCK OPTION AGREEMENT INCENTIVE STOCK OPTION AGREEMENT made this ___ day of ______, _______ between PSYCHEMEDICS CORPORATION, a Delaware corporation (hereinafter called the Corporation), and ___________________ (hereinafter called the Employee). The Corporation desires, by affording the Employee an opportunity to purchase shares of its Common Stock, $.005 par value (hereinafter called the Common Stock), as hereinafter provided, to carry out the purpose of the Corporation's 2000 Stock Option Plan adopted March 21, 2000 (hereinafter called the Plan). NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed, and do hereby agree as follows: 1. GRANT OF OPTION. The Corporation hereby irrevocably grants to the Employee the right and option (hereinafter called the Option) to purchase all or any part of an aggregate of _________ shares of the Common Stock (such number being subject to adjustment as provided in paragraph 7 hereof) on the terms and conditions herein set forth. The Option is intended by the parties hereto to be, and shall be treated as, an incentive stock option (as such term is defined under Section 422 of the Internal Revenue Code of 1986) (hereinafter called the Code). 2. PURCHASE PRICE. The purchase price of the shares of the Common Stock covered by the Option shall be $________ per share. 3. TERM OF OPTION. The term of the Option shall be for a period of ten years from the date hereof, subject to earlier termination as provided in paragraphs 5 and 6 hereof. The Option shall become exercisable with respect to 25% of the total number of shares subject to the Option twelve months after the date hereof and with respect to an additional 25% of such total number of shares at the end of each twelve-month period thereafter during the succeeding three years provided however, that the Corporation may, at any time during the period in which the Option is not then exercisable in full, accelerate the exercisability of the Option subject to such terms as the Corporation deems necessary and appropriate. The purchase price of the shares as to which the Option shall be exercised shall be paid at the time of exercise as provided in paragraph 8 hereof. Except as provided in paragraphs 5 and 6 hereof, the Option may not be exercised at any time unless the Employee shall have been in the continuous employ of the Corporation or one or more of its subsidiaries, from the date hereof to the date of the exercise of the Option. 2 The Corporation may, in its discretion, require as conditions to the right to exercise this Option that (a) a registration statement under the Securities Act of 1933, as amended, shall be in effect and current with respect to the shares issuable upon exercise of this Option, or (b) the Employee (and any other person in whose name, as joint tenant with the Employee, are registered the certificate or certificates representing the shares being purchased on exercise hereof) has given to the Corporation prior to the purchase of any shares pursuant hereto, assurances satisfactory to it that such shares are being purchased for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, including without limitation, a written agreement of the Employee (and any other person in whose name, as joint tenant with the Employee, are registered the certificate or certificates representing the shares being purchased on exercise hereof) that the shares will not be transferred unless registered under the Securities Act of 1933, as amended, or unless counsel for the Corporation gives a written opinion that such transfer is permissible under federal and state law without registration. Nothing herein contained shall be deemed to require the Corporation to register, under federal or any state law, this Option or any shares issued hereunder. 4. NON-TRANSFERABILITY. The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised, during the lifetime of the Employee, only by him, provided, however, that the Employee may designate in writing a beneficiary to exercise his option after his death. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged, or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, or similar process. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the Option shall be null and void and without effect. 5. TERMINATION OF EMPLOYMENT. In the event the employment of the Employee shall be terminated for any reason other than death, permanent disability or retirement, the Option shall expire and all rights to purchase shares pursuant hereto shall terminate immediately. Temporary absence from employment because of illness, vacation, approved leaves of absence, and transfers of employment among the Corporation and its subsidiaries, shall not be considered to terminate employment or to interrupt continuous employment. In the event that the employment of the Employee shall be terminated on account of retirement (at the age 65 or earlier as may be permitted by the Corporation), or in the event that the employment of the Employee shall be terminated on account of permanent and total disability as such term is defined in Section 22 (e)(3) of the Code, the Option may be exercised (to the extent that the Employee shall have been entitled 2 3 to do so at the termination of his employment) at any time within one year after such termination, but not more than ten years after the date of grant thereof. Notwithstanding the foregoing, the Employee hereby acknowledges that in addition to other requirements, in order to be entitled to favorable tax treatment under the Code with respect to the Option, the Employee may not exercise the Option more than three months after the date of termination of employment due to retirement. So long as the Employee shall continue to be an employee of the Corporation or one or more of its subsidiaries, the Option shall not be affected by any change of duties or position. Nothing in this Option Agreement shall confer upon the Employee any right to continue in the employ of the Corporation or of any of its subsidiaries or interfere in any way with the right of the Corporation or any such subsidiary to terminate his employment at any time. 6. DEATH OF EMPLOYEE. If the Employee shall die while he shall be employed by the Corporation or one or more of its subsidiaries, the Option may be exercised (to the extent that the Employee shall have been entitled to do so at the date of his death) by a legatee or legatees of the Employee under his last will, or by his personal representatives or distributees, at any time within one year after his death, but not more than ten years after the date hereof. 7. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions covering the treatment of options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Corporation are hereby made applicable hereunder and are incorporated herein by reference. 8. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment of the purchase price: (a) in cash or by check; (b) through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash purchase price of the Option; (c) consistent with applicable law, through the delivery of an assignment to the Corporation of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of the Option and an authorization to the broker or selling agent to pay that amount to the Corporation, which sale shall be at the Employee's discretion at the time of exercise; or (d) by any combination of these methods of payment. Notwithstanding the foregoing, the Employee may not pay any part of the purchase price hereof by transferring Common Stock to the Corporation unless such Common Stock has been owned by the Employee free of any substantial risk of forfeiture for at least six months. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be 3 4 registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to paragraph 6 hereof, by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. 9. EARLY DISPOSITION. The Employee agrees to notify the Corporation in writing immediately after the Employee transfers any shares issued upon exercise of the Option, if such transfer occurs on or before the later of (a) the date two years after the date of this Agreement or (b) the date one year after the date the Employee acquired such shares acquired on exercise. The Employee also agrees to provide the Corporation with any information concerning any such transfer required by the Corporation for tax purposes. 10. GENERAL. The Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Option Agreement, shall pay all original issue taxes with respect to the issue of shares pursuant hereto and all other fees and expenses necessarily incurred by the Corporation in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Corporation, shall be applicable thereto. The Corporation makes no representation or warranty that this Option or shares issued pursuant hereto qualify under any federal or state law for any special tax treatment. The terms of this Option Agreement shall be construed to conform with, and shall be governed by the provisions of the Plan and in the event of any inconsistency between the provisions of this Option Agreement and the Plan the provisions of the Plan shall control. 11. SUBSIDIARY. As used herein, the term "subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" of the Corporation, as the term is defined in Section 424 of the Code. 4 5 IN WITNESS WHEREOF, the Corporation has caused this Incentive Stock Option Agreement to be duly executed by its officer thereunto duly authorized, and the Employee has hereunto set his hand and seal all on the day and year first above written. PSYCHEMEDICS CORPORATION By: ---------------------------------- Raymond C. Kubacki, Jr., President ---------------------------------- (name of employee) ---------------------------------- Address ---------------------------------- 5 EX-5 3 0003.txt OPINION OF LYNCH, BREWER, HOFFMAN & SANDS, LLP 1 Exhibit 5 June 23, 2000 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 RE: Registration of 2,000,000 shares of Common Stock of Psychemedics Corporation on SEC Form S-8 Registration Statement ---------------------------------------------------------------- Gentlemen: Our opinion, as counsel for Psychemedics Corporation (the "Company"), has been solicited in connection with the registration under the Securities Act of 1933 of 2,000,000 shares of Common Stock, $.005 par value ("Common Stock"), to be issued by the Company pursuant to the Company's 2000 Stock Option Plan (the "Option Plan") as more particularly set forth in the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about June 23, 2000. We have examined the Certificate of Incorporation of the Company, the By-laws and minute books of the Company, the Option Plan, and the pertinent statutes of the State of Delaware. Based upon the foregoing, we are of the opinion that the shares of Common Stock being offered by the Company pursuant to said Registration Statement will be, when issued and paid for in accordance with the terms of the Option Plan, legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, LYNCH, BREWER, HOFFMAN & SANDS, LLP 14 EX-23.2 4 0004.txt CONSENT OF ARTHUR ANDERSEN, LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 8, 2000 included in Psychemedics Corporation's Form 10-K for the year ended December 31, 1999 and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts June 20, 2000 15 -----END PRIVACY-ENHANCED MESSAGE-----