-----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, PScJE8CuvpLqQfH64hWZTNifG0zUbJQygV1yjdPYxdBl+PiNljsfRZwPoIn6ofX6 GUhEZXphMlwDuz9V1XiYIQ== 0000950148-96-001910.txt : 19960903 0000950148-96-001910.hdr.sgml : 19960903 ACCESSION NUMBER: 0000950148-96-001910 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960830 EFFECTIVENESS DATE: 19960918 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCUMED INTERNATIONAL INC CENTRAL INDEX KEY: 0000888335 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 364054899 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11219 FILM NUMBER: 96624640 BUSINESS ADDRESS: STREET 1: 920 N FRANKLIN ST STREET 2: STE 402 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126429200 MAIL ADDRESS: STREET 1: 920 N FRANKLIN STREET STREET 2: SUITE 402 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: ALAMAR BIOSCIENCES INC DATE OF NAME CHANGE: 19950504 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on August 30, 1996 Registration No. 333- _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- ACCUMED INTERNATIONAL,INC. (Exact name of registrant as specified in its charter) Delaware 36-4054899 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 900 N. Franklin Street, Suite 401 Chicago, Illinois 60610 (Address of Principal Executive Offices) (zip code) Amended and Restated 1990 Stock Option Plan, Amended and Restated 1992 Stock Option Plan and 1995 Stock Option Plan, as amended (Full Title of the Plans) Peter P. Gombrich Chief Executive Officer AccuMed International, Inc. 900 N. Franklin Street, Suite 401 Chicago, Illinois 60610 (Name and address of agent for service) 312-642-9200 (Telephone number, including area code, of agent for service) With a copy to: GILLES S. ATTIA, ESQ. Graham & James 400 Capitol Mall, Suite 2400 Sacramento, California 95814 (916) 558-6700 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share(1) price(1) fee ==================================================================================================================================== Common Stock, 507,895(2) $6.13 $3,113,396 $1,074 par value $0.01 ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933 based on average of the high and low prices of a share of common stock of the Company reported for trading on the Nasdaq SmallCap Market on August 27, 1996. (2) 500,000 shares of common stock are issuable upon exercise of options authorized to be granted pursuant to an amendment to the 1995 Stock Option Plan adopted subsequent to the original filing of the Registration Statement. An additional 7,895 shares available under the Company's Amended and Restated 1992 Stock Option Plan are also registered hereby; such shares were inadvertently omitted from the original Registration Statement. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Registrant hereby incorporates by reference herein the contents of its Registration Statement on Form S-8 (Reg. No. 333-4320) filed with the Securities and Exchange Commission (the "Commission") on May 1, 1996. ITEM 8. EXHIBITS. The following exhibits are filed with this Registration Statement.
Number Description of Exhibit ------ ---------------------- 4.1 Amended and Restated 1990 Stock Option Plan (incorporated by reference to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-48302) filed with the Commission on June 3, 1992). 4.2 Amended and Restated 1992 Stock Option Plan (incorporated by reference to the Registrant's Pre-Effective Amendment No. 1 on Form SB-2 filed with the Commission on November 8, 1993). 4.3 1995 Stock Option Plan (incorporated by reference to the Registrant's Transition Report on Form 10-KSB for the transition period ended December 31, 1995 (the "Transition Report")). 4.4 Amendment, effective July 12, 1996, to the Registrant's 1995 Stock Option Plan, increasing the number of shares available. 4.5 Form of 1992 Plan Incentive Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996). 4.6 Form of 1992 Plan Nonstatutory Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996). 4.7 Form of 1990 Plan Incentive Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996). 4.8 Form of 1990 Plan Nonqualified Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996).
3 4.9 Form of 1995 Plan Incentive Stock Option Agreement (incorporated by reference to the Transition Report). 4.10 Form of 1995 Plan Non-Qualified Stock Option Agreement (incorporated by reference to the Transition Report). 4.11 Form of Non-qualified Stock Option Agreement governing options granted to former employees of AccuMed, Inc. under the 1995 Plan pursuant to the Agreement and Plan of Reorganization dated as of April 21, 1995, as amended (incorporated by reference to the Transition Report). 5.1 Opinion of Graham & James LLP regarding legality of the additional shares of Common Stock available under the 1995 Stock Option Plan, as amended. 23.1 Consent of Graham & James LLP (incorporated by reference to Exhibit 5.1 hereof). 23.2 Consent of Coopers & Lybrand LLP. 23.3 Consent to Coopers & Lybrand. 23.4 Consent of KPMG Peat Marwick LLP.
II-2 4 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 30th day of August, 1996. ACCUMED INTERNATIONAL, INC. By: /s/ Peter P. Gombrich --------------------------------- Peter P. Gombrich Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter P. Gombrich as attorney-in-fact for the undersigned, with the power of substitution, for the undersigned in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) and any new registration statement filed under Rule 462(b) under the Securities Act of 1933) and any post-effective amendment thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates stated.
Signature Title Date - --------- ----- ---- /s/ Peter P. Gombrich Chairman of the Board, Chief August 30, 1996 - ------------------------------------- Executive Officer and President (Peter P. Gombrich) (Principal Executive Officer) /s/ Mark L. Santor Chief Financial Officer (Principal August 30, 1996 - ------------------------------------- Financial and Accounting Officer) (Mark L. Santor) /s/ John H. Abeles Director August 29, 1996 - ------------------------------------- (John H. Abeles) Director _________, 1996 - ------------------------------------- (Harold S. Blue) Director _________, 1996 - ------------------------------------- (Jack H. Halperin) Director _________, 1996 - ------------------------------------- (Paul F. Lavallee) /s/ Joseph Plandowski Director August 29, 1996 - ------------------------------------- (Joseph W. Plandowski) /s/ Leonard Schiller Director August 29, 1996 - ------------------------------------- (Leonard M. Schiller)
II-3 5 INDEX TO EXHIBITS
Exhibit Number Description of Exhibit - -------------- ---------------------- 4.1 Amended and Restated 1990 Stock Option Plan (incorporated by reference to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-48302) filed with the Commission on June 3, 1992). 4.2 Amended and Restated 1992 Stock Option Plan (incorporated by reference to the Registrant's Pre-Effective Amendment No. 1 on Form SB-2 filed with the Commission on November 8, 1993). 4.3 1995 Stock Option Plan (incorporated by reference to the Registrant's Transition Report on Form 10-KSB for the transition period ended December 31, 1995 (the "Transition Report")). 4.4 Amendment, effective July 12, 1996, to the Registrant's 1995 Stock Option Plan, increasing the number of shares available. 4.5 Form of 1992 Plan Incentive Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996). 4.6 Form of 1992 Plan Nonstatutory Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996). 4.7 Form of 1990 Plan Incentive Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996). 4.8 Form of 1990 Plan Nonqualified Stock Option Agreement (previously filed with this Registration Statement on Form S-8 on May 1, 1996). 4.9 Form of 1995 Plan Incentive Stock Option Agreement (incorporated by reference to the Transition Report). 4.10 Form of 1995 Plan Non-Qualified Stock Option Agreement (incorporated by reference to the Transition Report). 4.11 Form of Non-qualified Stock Option Agreement governing options granted to former employees of AccuMed, Inc. under the 1995 Plan pursuant to the Agreement and Plan of Reorganization dated as of April 21, 1995, as amended (incorporated by reference to the Transition Report). 5.1 Opinion of Graham & James LLP regarding legality of the shares of Common Stock. 23.1 Consent of Graham & James LLP, (incorporated by reference to Exhibit 5.1 hereof.) 23.2 Consent of Coopers & Lybrand LLP. 23.3 Consent to Coopers & Lybrand. 23.4 Consent of KPMG Peat Marwick LLP.
EX-4.4 2 AMENDMENT TO REGISTRANT'S 1995 STOCK OPTION PLAN 1 EXHIBIT 4.4 ACCUMED INTERNATIONAL, INC. SECRETARY'S CERTIFICATE I, Mark L. Santor, Secretary of AccuMed International, Inc., a Delaware corporation (the "Corporation"), hereby certify as follows: 1. Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions of the Board of Directors of the Corporation dated July 12, 1996 approving the increase in authorized number of shares issuable upon exercise of options authorized to be granted under the Corporation's 1995 Stock Option Plan. Such resolutions have not been modified, repealed or rescinded and remain in full force and effect as of the date of this Certificate. IN WITNESS WHEREOF, I have executed this Certificate as Officer of the Corporation this 15th day of August, 1996. /s/ Mark L. Santor --------------------------- Mark L. Santor Secretary 2 AMENDMENT TO ACCUMED INTERNATIONAL, INC. 1995 STOCK OPTION PLAN AMENDMENT (this "Amendment") to the AccuMed International, Inc. (formerly "Alamar Biosciences, Inc., the "Company") 1995 Stock Option Plan (the "Plan") dated July 12, 1996. WHEREAS, the Plan currently provides for the grant of options to purchase up to an aggregate of 1,500,000 shares of the Company's common stock, par value of $.01 per share (the "Common Stock"); WHEREAS, on July 12, 1996 the Board of Directors adopted resolutions amending the Plan, subject to stockholder approval within 12 months thereafter, to increase the number of shares available under the Plan and provide for the grant of options to purchase an aggregate of 2,000,000 shares of the Common Stock (a copy of such resolutions, certified by the Secretary of the Company are attached hereto as Exhibit A); NOW, THEREFORE, in accordance with Section 11 of the Plan, the Plan is hereby amended as follows: 1. Section 4 of the Plan is hereby deleted in its entirety and the following is inserted in lieu thereof: Section 4. Shares Available. Subject to adjustment as provided in Section 16 of this Plan, 2,000,000 shares of the common stock, par value of $.01 per share, of the Company (the "Common Stock"), shall be available for grants of options under this Plan. To the extent an outstanding option expires or terminates unexercised or is canceled or forfeited, the shares of Common Stock subject to the expired, unexercised, canceled or forfeited portion of such option shall again be available for grants of options under this Plan. Shares of Common Stock to be delivered under this Plan shall be authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof. All other provisions of the Plan shall remain in full force and effect. 2 EX-5.1 3 OPINION OF GRAHAM & JAMES LLP 1 EXHIBIT 5.1 [LETTERHEAD] August 30, 1996 AccuMed International, Inc. 900 N. Franklin Street, Ste. 401 Chicago, IL 60610 Gentlemen: You have requested our opinion as counsel for AccuMed International, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), and the Rules and Regulations promulgated thereunder, of an aggregate of 507,895 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), issuable upon exercise of stock options granted or to be granted in connection with the Company's Amended and Restated 1992 Stock Option Plan (the "1992 Plan") and the 1995 Stock Option Plan, as amended (the "1995 Plan" and together with the 1992 Plan, the "Option Plans"). This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-B promulgated under the Securities Act. For purposes of this opinion, we have examined the Registration Statement on Form S-8 (Reg. No. 333-04320) filed with the Commission on May 1, 1996, the exhibits thereto, and the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Commission on or about August 30, 1996. We have also been furnished with and have examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed it necessary as a basis for the opinions hereafter expressed. As to questions of fact material to such opinions, we have, where relevant facts were not independently established, relied upon certifications by principal officers of the Company. We have made such further legal and factual examination and investigation as we deem necessary for purposes of rendering the following opinions. 3 2 AccuMed International, Inc. August 30, 1996 Page 2 In our examination we have assumed the genuineness of all signatures, the legal capacity of natural persons, the correctness of facts set forth in certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We have also assumed that such documents have each been duly authorized, properly executed and delivered by each of the parties thereto other than the Company. We are members of the bar of the State of California. Our opinions below are limited to the laws of the State of California, the General Corporation Law of the State of Delaware and the federal securities laws of the United States. Based on the foregoing, it is our opinion that all of the Shares, when issued and delivered against payment in full of the respective exercise prices in accordance with the terms of the respective Option Plans and option agreements governing such options, will be legally and validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. Very truly yours, /s/ Graham & James LLP GRAHAM & JAMES LLP 4 EX-23.2 4 CONSENT OF COOPERS & LYBRAND LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8, to be filed with the Commission on or about August 30, 1996, of our report dated September 14, 1995, on our audit of the balance sheet of Sensititre/Alamar, the Microbiology Division of AccuMed, Inc., as of December 31, 1994, and the net sales, cost of sales and selling expenses for the eight months ended December 31, 1994, and the years ended April 30, 1994 and 1993; of our report, which includes an explanatory paragraph related to substantial doubt about the ability of AccuMed, Inc. to continue as a going concern, dated September 29, 1995, on our audit of the balance sheet of AccuMed, Inc. as of December 31, 1994, and for the period from February 7, 1994 (inception) through December 31, 1994, appearing in the registration statement on Form S-4 (SEC File No. 33-99680) of Alamar Biosciences, Inc. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 as incorporated by reference in the Current Report on Form 8-K dated December 29, 1995; and of our report, which includes an explanatory paragraph related to substantial doubt about the ability of Alamar Biosciences, Inc. to continue as a going concern, dated November 19, 1995, on our audits of the financial statements of Alamar Biosciences, Inc. as of September 30, 1995 and 1994, and for the years ended September 30, 1995, 1994 and 1993, which report is included in the Annual Report on Form 10-KSB for the year ended September 30, 1995. /s/ Coopers & Lybrand LLP Sacramento, CA August 30, 1996 5 EX-23.3 5 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8, to be filed with the Commission on or about August 30, 1996, of our report dated December 8, 1995, on our audit of the balance sheets of AccuMed International Limited as of December 31, 1994, April 30, 1994 and 1993, and related statements of operations and cashflows for the eight months ended December 31, 1994, and the years ended April 30, 1994 and 1993, appearing in the registration statement on Form S-4 (SEC File No. 33-99680) of Alamar Biosciences, Inc. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 as incorporated by reference in the Current Report on Form 8-K dated December 29, 1995. /s/ Coopers & Lybrand Croydon United Kingdom August 30, 1996 6 EX-23.4 6 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.4 REPORT AND CONSENT OF INDEPENDENT ACCOUNTANTS Board of Directors and Stockholders AccuMed International, Inc.: We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 5, 1996, relating to the consolidated balance sheet of AccuMed International, Inc. and subsidiaries as of December 31, 1995 and the related consolidated statements of operations, stockholders' equity and cash flows for the three months ended December 31, 1995, which report appears in the December 31, 1995 transition report on Form 10-K of AccuMed International, Inc. /s/ KPMG Peat Marwick LLP Chicago, Illinois August 30, 1996 7 -----END PRIVACY-ENHANCED MESSAGE-----