<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1996
REGISTRATION NO. 33 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
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CARDIOTECH INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-3186647
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11 STATE STREET
WOBURN, MASSACHUSETTS 01801
(Address of Principal Executive Offices)
CARDIOTECH INTERNATIONAL, INC.
1996 EMPLOYEE, DIRECTOR AND
CONSULTANT STOCK OPTION PLAN
(Full titles of the plans)
MICHAEL SZYCHER, PH.D.
CHIEF EXECUTIVE OFFICER
CARDIOTECH INTERNATIONAL, INC.
11 STATE STREET
WOBURN, MASSACHUSETTS 01801
(617) 933-4772
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Proposed
maximum maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered registered/(1)/ per share/(2)/ offering price/(2)/ registration fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,100,000 shares $9.90 $10,934,000.00 $3,771.00
=================================================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may
be sold upon the exercise of options which may hereafter be granted under
the CardioTech International, Inc. 1996 Employee, Director and Consultant
Stock Option Plan (the "Plan"). The maximum number of shares which may be
sold upon the exercise of such options granted under the Plan is subject to
adjustment in accordance with certain anti-dilution and other provisions of
said Plan. Accordingly, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement covers,
in addition to the number of shares stated above, an indeterminate number of
shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.
(2) Estimated solely for the purpose of calculating the registration fee and
based upon the book value of the Common Stock as of December 31, 1995 in
accordance with Rule 457(h) of the Securities Act.
Page 1 of 9 pages. Exhibit Index begins on page 7.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Explanatory Note. In accordance with the instructional Note to Part I of
Form S-8 as promulgated by the Securities and Exchange Commission (the
"Commission"), the information specified by Part I of Form S-8 has been omitted
from this Registration Statement on Form S-8 for offers of Common Stock pursuant
to the Plan. The Information required by Part I is included in documents sent or
given to participants in the 1996 Employee, Director and Consultant Stock Option
Plan of CardioTech International, Inc. (the "Registrant" or the "Company"),
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. The following documents
filed by the Registrant with the Commission are incorporated herein by
reference:
(a) The Company's Registration Statement on Form 10/A, Amendment No. 1,
filed with the Commission pursuant to Section 12(b) of the Exchange Act (File
No. 0-28034) (the "Form 10").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Form 10.
(c) The description of the Common Stock contained in the Form 10.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Information regarding the indemnification of officers and directors of the
Company is located in the section entitled "INDEMNIFICATION OF DIRECTORS AND
OFFICERS" on pages 48 and 49 of the Form 10, which section is incorporated
herein by reference.
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
(a) The 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;
(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, represents a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the 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 or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a twenty percent (20%) change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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 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 this 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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(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Woburn, Massachusetts on June 12, 1996.
CARDIOTECH INTERNATIONAL, INC.
By /s/ Michael Szycher, Ph.D.
------------------------------------
Michael Szycher, Ph.D.
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
Szycher, Ph.D. his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in or about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael Szycher, Ph.D. Chairman of the Board of Directors, June 12, 1996
- -------------------------------- Chief Executive Officer, President,
Michael Szycher, Ph.D. Treasurer, Clerk and Director
(principal executive officer,
principal financial officer and
principal accounting officer)
/s/ Alan Edwards Executive Vice President and Director June 12, 1996
- --------------------------------
Alan Edwards
/s/ Generio T. Gargiulo Director June 12, 1996
- --------------------------------
Generio T. Gargiulo
/s/ Arthur A. Siciliano, Ph.D. Director June 12, 1996
- --------------------------------
Arthur A. Siciliano, Ph.D.
</TABLE>
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<PAGE>
CARDIOTECH INTERNATIONAL, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description Page No.
- ------- ---------------------------------------------- ----------
<S> <C> <C>
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky 8
and Popeo, P.C. as to the legality of the
Common Stock being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky N/A
and Popeo, P.C. (included in opinion of counsel
filed as Exhibit 5).
(23.2) Consent of Coopers & Lybrand L.L.P. 9
(24) Power of Attorney to file future amendments (set
forth on the Signature Page of this Registration
Statement).
</TABLE>
<PAGE>
EXHIBIT 23.1
------------
June 12, 1996
CardioTech International, Inc.
11 State Street
Woburn, Massachusetts 01801
Re: CardioTech 1996 Employee, Director and
Consultant Stock Option Plan
Ladies and Gentlemen:
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 relating to 1,100,000 shares (the "Shares") of
Common Stock, $.01 par value per share, of CardioTech International,
Inc., a Massachusetts corporation (the "Company"), issuable under the
Company's 1996 Employee, Director and Consultant Stock Option Plan (the
"Plan").
We have examined the Amended and Restated Articles of Organization of the
Company, the By-laws of the Company, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, photostatic or facsimile copies,
and the authenticity of the originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized for issuance under the Plan, and the Shares, when
issued and paid for in accordance with the terms of the Plan and at a
price per share in excess of the par value per share for such Shares,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
-------------------------------------------------------
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
<PAGE>
EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of CardioTech International, Inc. on Form S-8 of our report, dated March 18,
1996, except as to the information presented in the second paragraph of Note E
for which the date is May 9, 1996, on our audits of the consolidated financial
statements of CardioTech International, Inc. as of March 31, 1995 and 1994, and
for the years ended March 31, 1995, 1994 and 1993, which report is included in
the Registration Statement on Form 10/A (File No. 0-28034) incorporated by
reference into this Registration Statement.
s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 12, 1996
