-----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, Ut3hjwtSiihUlNLxe2TFJ+Eacc8L+Jk02wVzit8ClqzWtos3d5iNlM+bQQZOFkFN h934+TPEa2z9ImhISNIvhA== 0001093801-03-000905.txt : 20030801 0001093801-03-000905.hdr.sgml : 20030801 20030801145637 ACCESSION NUMBER: 0001093801-03-000905 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030801 EFFECTIVENESS DATE: 20030801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GELSTAT CORP CENTRAL INDEX KEY: 0000890725 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411713474 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107561 FILM NUMBER: 03817767 BUSINESS ADDRESS: STREET 1: SOUTHPOINT OFFICE CENTER STREET 2: 1650 WEST 82ND STREET, SUITE 1040 CITY: BLOOMINGTON STATE: MN ZIP: 55431 BUSINESS PHONE: 952-881-4105 MAIL ADDRESS: STREET 1: SOUTHPOINT OFFICE CENTER STREET 2: 1650 WEST 82ND STREET, SUITE 1040 CITY: BLOOMINGTON STATE: MN ZIP: 55431 FORMER COMPANY: FORMER CONFORMED NAME: DEVELOPED TECHNOLOGY RESOURCE INC DATE OF NAME CHANGE: 19930309 S-8 1 s8-703.txt GELSTAT CORPORATION AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ________________ REGISTRATION NO. 333-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ GELSTAT CORPORATION (Exact Name of Registrant as Specified in Its Charter) DEVELOPED TECHNOLOGY RESOURCE, INC. (Former Name) MINNESOTA 41-1713474 (State or Other Jurisdiction (IRS Employer of Incorporation or Identification No.) Organization) SOUTHPOINT OFFICE CENTER, SUITE 1040 1650 WEST 82ND STREET BLOOMINGTON, MINNESOTA 55431 (Address of Principal Executive Offices) (Zip Code) (952) 881-4105 (Telephone number, including area code, of agent for service) 5223 INDUSTRIAL BOULEVARD EDINA, MINNESOTA 55439 (Former Address) GELSTAT CORPORATION 2003 INCENTIVE PLAN (Full title of the plan) STEPHEN C. ROBERTS SOUTHPOINT OFFICE CENTER, SUITE 1040 1650 WEST 82ND STREET BLOOMINGTON, MINNESOTA 55431 (Name and address of agent for service) (952) 881-4105 (Telephone number, including area code) Copies to: JANNA R. SEVERANCE, ESQ. MOSS & BARNETT A PROFESSIONAL ASSOCIATION 4800 WELLS FARGO CENTER 90 SOUTH 7TH STREET MINNEAPOLIS, MN 55402 TELEPHONE: (612) 347-0367 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------- Common Stock 1,200,000 $3.00 $3,600,000 $292.00 $.01 Par Value ===============================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered pursuant to the employee benefit plans described herein as a result of a stock split, stock dividend or similar transaction affecting the Common Stock. (2) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the average of the bid and asked prices of the Common Stock on the OTCBB on July 30, 2003. PART II Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents, as filed by GelStat Corporation, formerly known as Developed Technology Resource, Inc. (the "Registrant"), with the Securities and Exchange Commission (the "SEC"), are incorporated herein by reference: (1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002; (2) The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2003; and (3) The description of the Registrant's Common Stock contained in its Current Report on Form 8-K filed on August 1, 2003. In addition, each document filed by the Registrant and the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended after the date hereof, and prior to the termination of the offering shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is deemed to be incorporated by reference herein modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement. Item 4. Description of Securities ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- Under the Minnesota Business Corporation Act (the "Minnesota Act"), unless the articles of incorporation or bylaws otherwise provide, directors and officers will be indemnified against judgments, penalties, fines, settlements and expenses (including attorneys' fees) incurred in connection with legal 2 proceedings to which they are made, or threatened to be made, a party by reason of their present or former status as a director or officer, if they received no improper personal benefit, in the case of any criminal proceeding, they had no reasonable cause to believe their conduct was unlawful and, generally speaking, they reasonably believed their conduct to be in, or not opposed to, the corporation's best interests. Bylaws of the Registrant provide indemnification to directors and officers to the full extent provided by the Minnesota Act. Item 7. Exemption from Registration Claimed ----------------------------------- Not applicable. Item 8. Exhibits -------- The following exhibits are filed as a part of this registration statement: Exhibit Number Description -------------- ----------- 4.1 Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.6 to the Registrant's Report on Form 8-K filed on August 1, 2003). 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.7 to the Registrant's Report on Form 8-K filed on August 1, 2003). 5.1 Opinion of Counsel regarding legality of shares. 10.51 2003 Incentive Plan (incorporated by reference to Exhibit 10.51 to the Registrant's Report on Form 8-K filed on August 1, 2003). 23.1 Consent of KPMG LLP. 23.2 Consent of Gallogly Fernandez & Riley LLP. Item 9. Undertakings ------------ (a) The undersigned 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 of 1933; 3 (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, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in 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 of high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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. (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 offering. (b) The undersigned 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 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 arising under the Securities Act of 1933 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 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 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 of the registrant 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 Act and will be governed by the final adjudication of such issue. 4 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Minneapolis, State of Minnesota. GELSTAT CORPORATION By /s/ Stephen C. Roberts ------------------------------------- Stephen C. Roberts Date: July 31, 2003 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: NAME TITLE DATE Chairman of the Board, Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and /s/ Stephen c. Roberts Principal Financial Officer) July 31, 2003 - ------------------------ Stephen C. Roberts, M.D. /s/ Russell W. Mitchell President and Director July 31, 2003 - ------------------------ Russell W. Mitchell /s/ Peter L. Hauser Director July 31, 2003 - ------------------------ Peter L. Hauser 5 EX-5.1 3 ex51-703.txt OPINION OF COUNSEL EXHIBIT 5.1 July 31, 2003 GelStat Corporation Southpoint Office Center, Suite 1040 1650 West 82nd Street Bloomington, Minnesota 55431 Re: 1,200,000 Shares of Common Stock, par value $.01 per share, and related rights to purchase Common Stock issued pursuant to the GelStat Corporation 2003 Incentive Plan (the "Plan") Ladies and Gentlemen: We have served as legal counsel to GelStat Corporation, a Minnesota corporation (the "Company") in connection with the proposed issuance of the Common Stock and related rights to purchase Common Stock referred to above (collectively, the "Shares"), pursuant to the Plan. The Shares are the subject of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), to which this opinion, with our consent, is attached as an exhibit. We have examined all records, instruments, and documents which we have deemed necessary to examine for the purposes of this opinion, including the registration statements on Form S-8, as amended, relating to the predecessors to the Plan previously filed by the Company pursuant to the Securities Act. Based upon the foregoing and upon our general familiarity with the Company and its properties and affairs, we are of the opinion that: 1) The Company is a duly organized and validly existing corporation under the laws of the State of Minnesota and is legally qualified and authorized to operate and conduct business in the State of Minnesota. 2) When, as and if the Registration Statement becomes effective pursuant to the provisions of the Securities Act and the Shares have been duly issued and delivered, and the consideration for the Shares has been duly received by the Company, all in the manner contemplated by said Registration Statement, the Shares will be legally issued, fully paid and nonassessable shares of stock and rights to purchase shares of stock of the Company. We hereby consent to the incorporation of this opinion into the Registration Statement. Respectfully submitted, MOSS & BARNETT A Professional Association Janna R. Severance EX-23.1 4 ex231-703.txt CONSENT OF KPMG LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors GelStat Corporation We consent to the incorporation by reference in this registration statement on Form S-8 and in the registration statement (No. 333-35708) on Form S-8 of GelStat Corporation, formerly known as Developed Technology Resource, Inc., of our report dated March 27, 2002, with respect to the consolidated statements of operations, shareholders' equity (deficit), and cash flows of GelStat Corporation for the year ended December 31, 2001, which report appears in the Form 10-KSB of GelStat Corporation, formerly known as Developed Technology Resource, Inc., dated March 26, 2003. /s/ KPMG, LLP Minneapolis, Minnesota August 1, 2003 EX-23.2 5 ex232-703.txt CONSENT OF GALLOGLY FERNANDEZ & RILEY LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Developed Technology Resource, Inc. Bloomington, Minnesota Re: Form S-8 Registration Statement for GelStat Corporation 2003 Incentive Plan and Form S-8 Registration Statement No. 333-35708 We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and in the Registration Statement on Form S-8, File 333-35708 of our report, dated March 20, 2003, relating to the consolidated financial statements of Developed Technology Resource, Inc. appearing in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002. /s/ Gallogly, Fernandez & Riley, LLP GALLOGLY, FERNANDEZ & RILEY, LLP Orlando, Florida August 1, 2003 -----END PRIVACY-ENHANCED MESSAGE-----