As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GUM TECH INTERNATIONAL, INC.
------------------------------------------------
(Exact name of registrant as specified in charter)
UTAH 87-0482806
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4205 North Seventh Avenue, Suite 300
Phoenix, Arizona 85013
--------------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
GUM TECH INTERNATIONAL, INC. STOCK OPTION PLAN
----------------------------------------------
(Full title of the plan)
Gerald N. Kern, Chairman
Gum Tech International, Inc.
4205 North Seventh Avenue, Suite 300
Phoenix, Arizona 85013
-------------------------------------
(Name and address of agent for service)
(602) 277-0606
-------------------------------------
(Telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum Amount of
Title of securities Amount maximum offering aggregate registration
to be registered to be registered(1) price per share(2) offering price(2) fee(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 $13.69 $6,843,750 $2,282
no par value
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</TABLE>
(1) In accordance with Rule 416 of Regulation C of the Securities Act of 1933,
as amended, this Registration Statement also covers such additional
securities as may hereinafter be offered or issued to prevent dilution
resulting from stock splits, stock dividends, recapitalizations or other
similar events.
(2) In accordance with Rule 457(h) of Regulation C of the Securities Act of
1933, as amended, the filing fee is calculated using the average of the
high and low prices of the Registrant's Common Stock of $13.69 as quoted on
the NASDAQ National Market on August 13, 1997.
<PAGE>
This Registration Statement relates to the registration of additional
securities of the same class as other securities for which a registration
statement on Form S-8 relating to the same employee benefit plan is effective.
In accordance with Instruction E to Form S-8, the contents of the earlier
registration statement on Form S-8 (Registration Statement No. 333- 06199) are
hereby incorporated by reference herein by this reference.
Item 8. Exhibits.
--------
Exhibit No. Description
4.7 Fourth Amendment to Stock Option Plan
5 Opinion and consent of Richman, Lawrence, Mann,
Greene, Chizever, Friedman and Phillips
23.1 Consent of Angell & Deering, independent certified
public accountants
23.2 Consent of Richman, Lawrence, Mann, Greene,
Chizever, Friedman and Phillips
(included as part of Exhibit 5)
2
<PAGE>
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 by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on August 19, 1997.
GUM TECH INTERNATIONAL, INC.
By /s/ GERALD N. KERN
---------------------------------------
Gerald N. Kern
Chairman, President and
Chief Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ GERALD N. KERN
- --------------------------------- Chairman, President and August 19, 1997
Gerald N. Kern Chief Executive Officer
(Principal Executive Officer)
/S/ JEFFREY L. BOUCHY August 19, 1997
- --------------------------------- Senior Vice President--Chief
Jeffrey L. Bouchy Financial Officer
(Principal Financial and
Accounting Officer)
/S/ RICHARD BERNSTEIN August 19, 19987
- --------------------------------- Vice President of Marketing and
Richard Bernstein Director
- --------------------------------- Director
Bruce Jorgensen
/S/ GARY S. KEHOE August 19, 1997
- --------------------------------- Executive Vice President--Chief
Gary S. Kehoe Operating Officer and Director
/S/ JACK KESSLER August 19, 1997
- --------------------------------- Director
Jack Kessler
- --------------------------------- Director
Robert Kwait
/S/ WILLIAM MERIS August 19, 1997
- --------------------------------- Director
William Meris
- --------------------------------- Director
Paul Peckman
- --------------------------------- Director
Richard Ratcliff
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
4.7 Fourth Amendment to Stock Option Plan
5 Opinion and consent of Richman, Lawrence, Mann, Greene, Chizever,
Friedman and Phillips
23.1 Consent of Angell & Deering, independent certified public accountants
23.2 Consent of Richman, Lawrence, Mann, Greene, Chizever, Friedman and
Phillips (included as part of Exhibit 5)
4
</TABLE>
FOURTH AMENDMENT TO
GUM TECH INTERNATIONAL, INC. STOCK OPTION PLAN
This Fourth Amendment (the "Amendment") to that certain Gum Tech International,
Inc. Stock Option Plan (the "Plan") is being made pursuant to Section 11.2 of
the Plan and to be effective as of January 1, 1996 as ratified by the
shareholder of Gum Tech International, Inc., at the annual meeting held on the
13th day of June, 1997.
The Board of Directors of Gum Tech International, Inc. have resolved to amend
and restate Section 3 of the Plan as follows:
Section 3. Stock to be Optioned
---------- --------------------
Subject to the provisions of Section 11.1 of the Plan, the maximum
number of shares of stock that may be optioned or sold under the Plan is
2,000,000 shares. Such shares may be treasury, or authorized, but unissued,
shares of Stock of the Company.
IN WITNESS WHEREOF, this Amendment has been adopted by the Board of
Directors of the Company effective the lst day of January, 1997.
GUM TECH INTERNATIONAL, INC., a Utah corporation
By: /S/ GERALD KERN
--------------------------------------------
Gerald Kern, President
RICHMAN, LAWRENCE, MANN, GREENE,
CHIZEVER, FRIEDMAN & PHILLIPS
9601 Wilshire Boulevard, Penthouse
Beverly Hills, California 90210
Telephone (310) 274-8300
Fax (310) 274-2831
August 19, 1997
Gum Tech International, Inc.
4205 North Seventh Avenue, Suite 300
Phoenix, Arizona 85013
Re: Gum Tech International, Inc. Registration Statement on Form S-8
Relating to the Gum Tech International, Inc. Stock Option Plan
Gentlemen:
As counsel to Gum Tech International, Inc., a Utah corporation (the
"Company"), we have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to an
additional 500,000 shares of the Company's Common Stock, no par value (the
"Common Stock"), that may be issued under the Gum Tech International, Inc. Stock
Option Plan (the "Plan"). A registration statement on Form S-8 ("Registration
Statement No. 333-06199") relating to 1,500,000 shares of Common Stock issuable
upon the Plan was filed with the Securities and Exchange Commission on June 18,
1996 and such registration statement remains effective.
As such counsel, we have examined and are familiar with the Charter
documents and By-Laws of the Company (each as amended to date), the Plan and
such other documents and corporate records relating to the Company and the
issuance of the Common Stock as we have deemed appropriate. In all examinations,
we have assumed the genuineness of signatures on and the authenticity of all
documents submitted to us as originals and the conformity to original documents
of documents submitted to us as certified or photostatic copies. As to matters
of fact which have not been independently established, we have relied upon
representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of Common Stock
offered and to be offered under the Plan are duly authorized and, when issued
and sold pursuant to the terms of the Plan, will be legally issued, fully paid
and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
RICHMAN, LAWRENCE, MANN, GREENE, CHIZEVER,
FRIEDMAN & PHILLIPS
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8 of Gum Tech International,
Inc. ("Registration Statement") of our report dated January 24, 1997, except for
Note 12 as to which the date is March 6, 1997, which appears on page F-2 of Gum
Tech International, Inc.'s Annual Report on Form 10-KSB for the year ended
December 31, 1996.
ANGELL & DEERING
Certified Public Accountants
Denver, Colorado
August 19, 1997
