AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1999.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRYO-CELL INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3023093
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3165 MCMULLEN BOOTH ROAD, BUILDING B
CLEARWATER, FLORIDA 33761
(727) 723-0333
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CRYO-CELL INTERNATIONAL, INC.
INCENTIVE STOCK OPTION PLAN (1)
-------------------------------
(Full Title of Plan)
DANIEL RICHARD
CHIEF EXECUTIVE OFFICER
CRYO-CELL INTERNATIONAL, INC.
3165 MCMULLEN BOOTH ROAD, BUILDING B
CLEARWATER, FLORIDA 33761
(727) 723-0333
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(Name, Address and Telephone number of
Agent for Service)
Copies to:
Mark A. Catchur, Esquire
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, Florida 33602
(813) 229-7600
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING AGGREGATE REGISTRATION FEE
PRICE PER SHARE OFFERING PRICE
=============================================================================================================================
Common Stock $.01 Par Value ............. 378,000 shares(1) $2.93(2) $1,110,000(2) $309
=============================================================================================================================
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(1)In addition to the shares issuable pursuant to stock options granted under
Cryo-Cell International, Inc.'s Incentive Stock Option Plan, the shares
registered include shares subject to issuance under the following plans: Robert
Vago Consulting Agreements, Michael Isenberg Consulting Agreements, E. Thomas
Deutsch Consulting Agreements, Pamela Rader Consulting Agreement, Frederick C.S.
Wilhelm Non-Employee Director Consultant Agreements, Ed Modzelewski Non-Employee
Director Consultant Agreements, and Leonard Green Non-Employee Director
Consultant Agreements.
(2)Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457. Pursuant to Rule 457(h)(1), the fee is calculated on the basis of
the prices at which the previously granted options may be exercised. The price
per share represents the number determined by dividing the aggregate exercise
amount by the number of shares to be acquired upon exercise.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information concerning the
Cryo-Cell International, Inc. Incentive Stock Option Plan (the "Plan") required
by Item 1 of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and the statement of availability of the registrant
information, and other information required by Item 2 of Form S-8 will be sent
or given to participants as specified in Securities Act Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission either as part of this
registration statement on Form S-8 or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon written or oral request to 3165
McMullen Booth Road, Building B, Clearwater, Florida 33761 (telephone number
(727) 723-0333) Attention General Manager, the Company shall furnish, without
charge, to employees, the Commission or its staff a copy or copies of all of the
documents included in such file.
ITEM 1(B). SECURITIES TO BE OFFERED
The Company hereby registers 378,000 shares of the Company's
Common Stock, par value $.01 per share, in connection with the options
previously granted to non-employee directors (46,000 shares), consultants
(82,000 shares) and to eligible employees under the Company's Incentive Stock
Option Plan (250,000 shares).
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
See Item 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Prospectus
the following documents, all of which are previously filed by the Company with
the Commission:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended November 30, 1998.
(b) The Company's quarterly Report on Form 10-QSB for the quarter ended
February 28, 1999.
(c) The Company's quarterly Report on Form 10-QSB for the quarter ended
May 31, 1999.
(d) The Company's quarterly Report on Form 10-QSB for the quarter ended
August 31, 1999.
(e) The Company's proxy statement on Form DEF 14A for the annual
meeting on June 22, 1999.
(f) The Company's description of securities to be registered contained
in the Registration Statement filed with the Commission on the Company's Form
8-A dated February 4, 1994.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in documents 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 document
that is subsequently incorporated by reference herein modifies such statement.
Any statement so modified or superseded shall not be deemed, except as to be
modified or superseded, to constitute a part of this Registration Statement.
II-2
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company, as permitted in
Section 102 of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) paying a
dividend or approving a stock repurchase in violation of Delaware law, or (iv)
any transaction from which the director derived any improper personal benefit.
Under the Certificate of Incorporation of the Company, each director
and officer of the Company is entitled to indemnification, as a matter of
contractual right, to the fullest extent permitted by the GCL as the same exists
or may hereafter be amended, against all expenses, liability and loss incurred
in connection with any action, suit or proceeding in which he or she may be
involved by reason of the fact that he or she is or was a director or officer of
the Company. Section 145 of the GCL empowers a corporation to indemnify any
director or officer, or former director or officer against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding (other than a derivative action)
by reason of the fact that he or she is or was a director or officer or is or
was serving at the request of the corporation as an agent of another entity, if
he or she acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful. In
regard to a derivative action, indemnification may not be made in respect of any
matter as to which an officer or director is adjudged to be liable unless the
Delaware Court of Chancery, or the court in which such action was brought, shall
determine such person is fairly and reasonably entitled to indemnity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3.1 Certificate of Incorporation of Cryo-Cell International, Inc., filed
September 11, 1989, with the State of Delaware, Office of Secretary of
State (previously filed as Exhibit 3.1 in the Company's Registration
Statement on Form S-1, File No. 333-34360).*
3.11 Amendment to Certificate of Incorporation of Cryo-Cell International,
Inc., filed October 25, 1994, with the State of Delaware, Office of
Secretary of State (previously filed as Exhibit 3.11 in the Company's
Registration Statement on Form S-1, File No. 333-34360).*
3.2 By-Laws of Cryo-Cell International, Inc., dated September 11, 1989
(previously filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1, File No. 333-34360).*
4.1 Cryo-Cell International, Inc. Incentive Stock Option Plan.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
securities being registered.
23.1 Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
as an Exhibit to this Registration Statement is included in their
opinion filed herewith as Exhibit 5.1.
23.2 Consent of Mirsky, Furst & Associates, P.A.
II-3
24.1 Powers of Attorney (included with the signature page to this
Registration Statement).
99.1 Form of Employee Option Agreement.
99.2 Form of Consultant Option Agreement.
99.3 Form of Non-Employee Director Option Agreement.
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* Document has been filed with the Commission and is incorporated by reference.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers of sales
are being made, a post-effective amendment to this
registration statement that includes 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 that remain unsold at the termination of
the offering.
(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 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 the registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be in the initial bona fide offering thereof.
II-4
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 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 Clearwater, State of Florida this 17th day of December, 1999.
CRYO-CELL INTERNATIONAL, INC.
By: /s/ DANIEL D. RICHARD
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Daniel D. Richard, Chief Executive Officer
By: /s/ JILL M. TAYMANS
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Jill M. Taymans, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
POWER OF ATTORNEY
Each of the undersigned officers and directors of Cryo-Cell
International, Inc., hereby constitutes and appoints, Daniel D. Richard, Chief
Executive of the Company, and Jill M. Taymans, Chief Financial Officer of the
Company, or either of them individually, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and all capacities,
to sign his name to any and all amendments to this Registration Statement on
Form S-8, including post-effective amendments and other related documents, and
to cause the same to be filed with the Securities and Exchange Commission,
granting unto said attorneys, or either of them individually, full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and the undersigned for himself hereby ratifies and
confirms all that said attorneys shall lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ DANIEL D. RICHARD Chief Executive Officer December 17, 1999
- ------------------------------- and Director
Daniel D. Richard
/s/ GERALD F. MAASS Executive V.P., General Manager, December 17, 1999
- ------------------------------- and Director
Gerald F. Maass
/s/ JILL M. TAYMANS Chief Financial Officer December 17, 1999
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Jill M. Taymans
/s/ FREDERICK C.S. WILHELM Director December 17, 1999
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Frederick C.S. Wilhelm
/s/ ED MODZELEWSKI Director December 17, 1999
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Ed Modzelewski
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3.1 Certificate of Incorporation of Cryo-Cell International, Inc., filed
September 11, 1989, with the State of Delaware, Office of Secretary of
State (previously filed as Exhibit 3.1 in the Company's Registration
Statement on Form S-1, File No. 333-34360).*
3.11 Amendment to Certificate of Incorporation of Cryo-Cell International,
Inc., filed October 25, 1994, with the State of Delaware, Office of
Secretary of State (previously filed as Exhibit 3.11 in the Company's
Registration Statement on Form S-1, File No. 333-34360).*
3.2 By-Laws of Cryo-Cell International, Inc., dated September 11, 1989
(previously filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1, File No. 333-34360).*
4.1 Cryo-Cell International, Inc. Incentive Stock Option Plan.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
securities being registered.
23.1 Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
as an Exhibit to this Registration Statement is included in their
opinion filed herewith as Exhibit 5.1.
23.2 Consent of Mirsky, Furst & Associates, P.A.
24.1 Powers of Attorney (included with the signature page to this
Registration Statement).
99.1 Form of Employee Option Agreement.
99.2 Form of Consultant Option Agreement.
99.3 Form of Non-Employee Director Option Agreement.
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* Document has been filed with the Commission and is incorporated by reference.