As filed with the Securities and Exchange Commission on December 29, 1998
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.
1997 EMPLOYEE STOCK COMPENSATION 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of securities Amount to Proposed maximum offering 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 100,000 shares (1) $0.90625(2) $90,625 $26.73
===========================================================================================================================
</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 average of the closing bid and asked
prices reported by NASDAQ on December 24, 1998.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT FOR
ADDITIONAL SHARES
Item 1. Incorporation of Registration Statement by Reference.
-----------------------------------------------------
The information contained in the Registrant's Registration Statement on
Form S-8, Registration No. 333-39193, is hereby incorporated into this
Registration Statement by reference.
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 indicated 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 2. 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.
10.1 1997 Employee Stock Compensation Plan. (Incorporated by reference
to the like numbered exhibit filed with the Registrant's
Registration Statement on Form S-8, Registration No. 333-39193)
10.2 Amendment to 1997 Employee Stock Compensation Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Brenman Bromberg & Tenenbaum, P.C. - See Exhibit 5.1.
Item 3. Additional Securities.
----------------------
The Registrant's 1997 Employee Stock Compensation Plan (the "1997 Plan")
was amended by resolution of the Board of Directors on August 27, 1998 to
increase the maximum number of shares of the Registrant's $.01 par value Common
Stock which may be granted under the 1997 Plan from 100,000 to 200,000 shares.
1
<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 December 29,
1998.
GLOBAL MED TECHNOLOGIES, INC., Registrant
By /s/ Michael I. Ruxin
-------------------------------------------
Michael I. Ruxin, Chairman of the Board
of Directors 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 dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Michael I. Ruxin Chairman of the Board December 29, 1998
- ------------------------------ of Directors and Chief
Michael I. Ruxin Executive Officer
/s/ Gerald F. Willman, Jr. Director and Vice- December 29, 1998
- ------------------------------ President-Product Management
Gerald F. Willman, Jr. (Wyndgate Technologies)
/s/ Gordon Segal Director December 29, 1998
- ------------------------------
Gordon Segal
/s/ Fai H. Chan Director December 29, 1998
- ------------------------------
Fai H. Chan
/s/ Jeffrey M. Busch Director December 29, 1998
- ------------------------------
Jeffrey M. Busch
2
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Robert H. Trapp Director December 29, 1998
- -------------------------------
Robert H. Trapp
/s/ Kwok Jen Fong Director December 29, 1998
- -------------------------------
Kwok Jen Fong
Director ___________, 1998
- -------------------------------
Gary L. Cook
/s/ Thomas F. Marcinek President and Chief December 29, 1998
- ------------------------------- Operating Officer
Thomas F. Marcinek
/s/ Alan K. Geddes Vice President Finance, December 29, 1998
- ------------------------------- Chief Financial Officer
Alan K. Geddes and Treasurer
3
Exhibit 5.1
Board of Directors
Global Med Technologies, Inc.
December 28, 1998
Page 1
December 28, 1998
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 on Form S-8 (the "Registration Statement"). The Registration Statement
relates to the registration under the Act of 100,000 additional shares of the
Company's common stock, $.01 par value (the "Common Stock"), which may be issued
pursuant to the Company's 1997 Employee Stock Compensation 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, have been duly and validly
authorized and, when awarded and issued 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.
December 28, 1998
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 this 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.
---------------------------------------
EXHIBIT 10.2
AMENDMENT TO THE GLOBAL MED TECHNOLOGIES, INC.
1997 EMPLOYEE STOCK COMPENSATION PLAN
Paragraph 5 of the Global Med Technologies, Inc. 1997 Employee Stock
Compensation Plan hereby is amended to read as follows:
The maximum number of Plan Shares as to which Awards may be granted under
this Plan is 200,000 shares.
This amendment was approved by the Board of Directors of the Corporation on
August 27, 1998.
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 to be filed December 29, 1998) pertaining to the 1997 Employee Stock
Compensation Plan of Global Med Technologies, Inc. of our report dated April 10,
1998, except for Note 1 as to which the date is April 20, 1998, with respect to
the consolidated financial statements of Global Med Technologies, Inc. included
in the Annual Report (Form 10-KSB) for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Denver, Colorado
December 28, 1998
