As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 33-___________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
GLOBAL MED TECHNOLOGIES, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1116894
--------------------- -------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
12600 West Colfax
Suite A-500
Lakewood, Colorado 80215
--------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
GLOBAL MED TECHNOLOGIES, INC. AMENDED AND RESTATED
--------------------------------------------------
STOCK OPTION PLAN
-----------------
(Full title of the plan)
Michael I. Ruxin, M.D.
Global Med Technologies, Inc.
12600 West Colfax
Suite A-500
Denver, Co. 80215
(303) 238-2000
---------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per unit aggregate offering price registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,234,279 shares (1) $2.53 (2) $3,122,726 $946.28
=====================================================================================================================
</TABLE>
(1) There are also registered hereunder such indeterminate number of
additional shares of Common Stock as may become subject to the Plan as
a result of the anti-dilution provisions thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the closing sale price reported by
NASDAQ on May 28, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The required Plan Information is included in documents being
maintained and delivered by the Registrant as required by Rule 428 of the
Securities Act of 1933, as amended (the "Act").
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The Registrant shall provide to participants a written statement
advising them of the availability, without charge, upon written or oral
request, of documents incorporated by reference in Item 3 of Part II hereof
and of documents required to be delivered pursuant to Rule 428(b) under the
Act. The statement will include the address listing the title or
department and telephone number to which the request is to be directed.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission by the Registrant
are incorporated into this Registration Statement by this reference:
1. The description of the Common Stock contained in the Registrant's
Form 8-A Registration Statement under the Securities Exchange Act of
1934 (the "Exchange Act"), as filed on January 31, 1997;
2. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996; and
3. The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all shares
offered hereunder have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
-------------------------
No description of the class of securities to be offered is required
under this Item because the class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
A. The Colorado Business Corporation Act (the "CBCA") allows
indemnification of directors, officers, employees and agents of the Company
against liabilities incurred in any proceeding in which an individual is
made a party because he was a director, officer, employee or agent of the
Company if such person conducted himself in good faith and reasonably
believed his actions were in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or
II-1
<PAGE>
proceeding, had no reasonable cause to believe his conduct was unlawful.
A person must be found to be entitled to indemnification under this
statutory standard by procedures designed to assure that disinterested
members of the Board of Directors have approved indemnification or that,
absent the ability to obtain sufficient numbers of disinterested directors,
independent counsel or shareholders have approved the indemnification based
on a finding that the person has met the standard. Indemnification is
limited to reasonable expenses. In addition, the Company's By-Laws provide
that the Company shall have the power to indemnify its officers, directors,
employees and agents to the extent permitted by the CBCA.
Specifically, the CBCA provides as follows:
"7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in
the proceeding if:
(a) The person conducted himself or herself in good faith;
and
(b) The person reasonably believed:
(I) In the case of conduct in an official capacity
with the corporation, that his or her conduct was in the corporation's
best interests; and
(II) In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had
no reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is
conduct that satisfies the requirement of subparagraph (II) of
paragraph (b) of subsection (1) of this section. A director's
conduct with respect to an employee benefit plan for a purpose that
the director did not reasonably believe to be in the interests of the
participants in or beneficiaries of the plan shall be deemed not to
satisfy the requirements of paragraph (a) of subsection (1) of this
section.
(3) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did not
meet the standard of conduct described in this section.
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<PAGE>
(4) A corporation may not indemnify a director under this
section:
(a) In connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that
the director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.
(5) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS
Unless limited by its articles of incorporation, a corporation
shall indemnify a person who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a
party because the person is or was a director, against reasonable
expenses incurred by him or her in connection with the proceeding.
7-109-105 COURT-ORDERED INDEMNIFICATION OF DIRECTORS
(1) Unless otherwise provided in the articles of incorporation,
a director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to
mandatory indemnification under section 7-109-103, the court shall
order indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of conduct
set forth in section 7-109-102(1) or was adjudged liable in the
circumstances described in section 7-109-102(4), the court may order
such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in section
7-109-102(4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain court-
ordered indemnification.
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<PAGE>
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS
(1) A corporation may not indemnify a director under section
7-109-102 unless authorized in the specific case after a determination
has been made that indemnification of the director is permissible in
the circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by section 7-109-104(1)(c) has been made.
(2) The determinations required by subsection (1) of this
section shall be made:
(a) By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceeding shall be counted in satisfying
the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of
a committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to
the proceeding may participate in the designation of directors for the
committee.
(3) If a quorum cannot be obtained as contemplated in paragraph
(a) of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section, or,
even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)of
this section shall be made:
(a) By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in
paragraph (a) or (b) of subsection (2) of this section or, if a
quorum of the full board cannot be obtained and a committee cannot be
established, by independent legal counsel selected by a majority vote
of the full board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses
shall be made in the same manner as the determination that
indemnification or advance of expenses is permissible; except that, if
the determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body that
selected such counsel.
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<PAGE>
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification
under section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and
(c) A corporation may also indemnify and advance expenses
to an officer, employee, fiduciary, or agent who is not a director to
a greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.
7-109-108. INSURANCE
A corporation may purchase and maintain insurance on behalf of a
person who is or was a director, officer, employee, fiduciary, or
agent of the corporation, or who, while a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of another domestic or foreign
corporation or other person or of an employee benefit plan, against
liability asserted against or incurred by the person in that capacity
or arising from his or her status as a director, officer, employee,
fiduciary, or agent, whether or not the corporation would have power
to indemnify the person against the same liability under section
7-109-102, 7-109-103, or 7-109-107. Any such insurance may be procured
from any insurance company designated by the board of directors,
whether such insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including
any insurance company in which the corporation has an equity or any
other interest through stock ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the articles
of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
II-5
<PAGE>
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.
7-109-110. NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR
If a corporation indemnifies or advances expenses to a director
under this article in connection with a proceeding by or in the right
of the corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such
action."
B. Article VI of the Registrant's Amended and Restated Articles of
Incorporation provides for the elimination of personal liability for
monetary damages for the breach of fiduciary duty as a director except for
liability (i) resulting from a breach of the director's duty of loyalty to
the Registrant or its shareholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the
law; (iii) for approving payment of distributions to shareholders to the
extent that any such actions are illegal under the Act; or (iv) for any
transaction from which a director derives an improper personal benefit.
This Article further provides that the personal liability of the
Registrant's directors shall be eliminated or limited to the fullest extent
permitted by the Act.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
5.1 Opinion of Brenman Bromberg & Tenenbaum, P.C.
10.7 Amended and Restated Stock Option Plan, as amended on May 5,
1995, May 29, 1996 and December 11, 1996 (Incorporated by
reference to the like numbered exhibit filed with the
Registrant's Registration Statement on Form SB-2, SEC
Registration No. 333-11723).
10.7(A) Amendment dated March 31, 1997 to the Amended and Restated
Stock Option Plan.
II-6
<PAGE>
24.1 Consent of Brenman Bromberg & Tenenbaum, P.C. - See Exhibit
5.1.
24.2 Consent of Ernst & Young LLP.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are 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 (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;
(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;
PROVIDED, HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in an amendment by those
paragraphs is included in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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) For purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.
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<PAGE>
(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 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.
II-8
<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 and County of Denver, State of
Colorado on May 29, 1997.
GLOBAL MED TECHNOLOGIES, INC.,
Registrant
By /s/ Michael I. Ruxin
-------------------------------
Michael I. Ruxin, President
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.
Signature Title Date
- --------- ----- ----
/s/ Michael I. Ruxin Chairman of the Board May 29, 1997
- ------------------------- of Directors, Principal
Michael I. Ruxin Executive Officer and Director
/s/ Joseph F. Dudziak President and Chief Operating May 29, 1997
- ------------------------- Officer
Joseph F. Dudziak
/s/ Gregory R. Huls Chief Financial Officer and May 29, 1997
- ------------------------- General Counsel
Gregory R. Huls
/s/ William J. Collard Secretary/Treasurer and May 29, 1997
- ------------------------- Director
William J. Collard
/s/ Gerald F. Willman, Jr. Director May 29, 1997
- -------------------------
Gerald F. Willman, Jr.
/s/ Gordon Segal Director May 29, 1997
- -------------------------
Gordon Segal
II-9
EXHIBIT 5.1
BRENMAN BROMBERG & TENENBAUM, P.C.
ATTORNEYS AT LAW
MELLON FINANCIAL CENTER
SUITE 1001 FACSIMILE
TELEPHONE 1775 SHERMAN STREET 303-839-1633
303-894-0234 DENVER, COLORADO 80203-4314 303-830-8890
May 27, 1997
Board of Directors
Global Med Technologies, Inc.
12600 West Colfax
Suite A-500
Lakewood, Colorado 80215
RE: GLOBAL MED TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to Global Med Technologies, Inc., a Colorado
corporation (the "Company"), in connection with the preparation and filing
with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), of the Company's
registration statement of Form S-8 (the "Registration Statement"). This
Registration Statement relates to the registration under the Act of
1,234,279 shares of the Company's common stock, $.01 par value (the "Common
Stock"), which may be issued pursuant to the Company's Amended and Restated
Stock Option Plan (the "Plan").
In rendering this opinion, we have reviewed the Registration
Statement, as well as a copy of the Company's articles of incorporation and
bylaws, each as amended to date, and the Plan. We have also reviewed such
documents and such statutes, rules and judicial precedents as we have
deemed necessary for the opinions expressed herein.
In rendering this opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original
documents of documents submitted to us as certified or photostatic copies,
and the authenticity of originals of such photostatic copies.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that
the shares of Common Stock issuable under the Plan, pursuant to the
exercise of stock options granted thereunder, have been duly and validly
authorized and, when issued and sold in the manner contemplated in the Plan
(by award to eligible persons as defined in the Plan) and by the
Registration Statement, will be validly issued, fully paid and
nonassessable.
<PAGE>
Board of Directors
Global Med Technologies, Inc.
May 27, 1997
Page 2
The opinion set forth in this letter is limited by, subject to and
based on the following:
1. We are admitted to practice before the Bar of the State
of Colorado and are not admitted to practice in any
other jurisdiction.
2. The foregoing opinion is limited in all respects to the
laws of the State of Colorado and applicable federal
securities laws of the United States.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
This opinion may not be used, circulated, quoted or otherwise referred
to for any other purpose without prior written consent and may not be
relied upon by any person or entity other than the Company and its
successors and assigns. This opinion is based upon our knowledge of law
and facts as of its date. We assume no duty to communicate to you with
respect to any matter which comes to our attention hereafter.
Very truly yours,
/s/ BRENMAN BROMBERG & TENENBAUM, P.C.
---------------------------------------
Brenman Bromberg & Tenenbaum, P.C.
EXHIBIT 10.7(A)
FOURTH AMENDMENT TO THE GLOBAL MED TECHNOLOGIES, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
The Stock Option Plan is hereby amended to include the following
provisions:
Each optionee will be given the right to exercise their options at the
rate of at least 20% per year over 5 years from the date the option is
granted.
All optionees will be provided with financial statements on at least
an annual basis.
This amendment was approved by the Board of Directors of the
Corporation on March 31, 1997.
GLOBAL MED TECHNOLOGIES, INC.
By: /s/ Michael I. Ruxin
----------------------------------
Michael I. Ruxin, Chairman and CEO
EXHIBIT 24.2
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated March 11,
1997, in the Registration Statement (Form S-8) dated May 30, 1997
pertaining to the Global Med Technologies, Inc. Amended and Restated Stock
Option Plan, with respect to the consolidated financial statements of
Global Med Technologies, Inc. included in the Annual Report (Form 10-K) for
the year ended December 31, 1996.
/s/ ERNST & YOUNG LLP
-------------------------------
Ernst & Young LLP
Denver, Colorado
May 29, 1997
