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As filed with the Securities and Exchange Commission on July 23, 1997
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
STERILE RECOVERIES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3252632
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(State of Incorporation) (I.R.S. Employer Identification No.)
28100 U.S. HIGHWAY 19 NORTH, SUITE 201, CLEARWATER, FLORIDA 33606
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(Address of principal executive offices) (Zip Code)
1995 STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
JAMES T. BOOSALES, CHIEF FINANCIAL OFFICER
STERILE RECOVERIES, INC.
28100 U.S. HIGHWAY 19 NORTH, SUITE 201
CLEARWATER, FLORIDA 33606
813/726-4421
(Name, address, and telephone number,
including area code, of agent for service)
COPY TO:
SHARON DOCHERTY DANCO, ESQ.
GLENN RASMUSSEN & FOGARTY, P.A.
100 SOUTH ASHLEY DRIVE, SUITE 1300
TAMPA, FLORIDA 33602
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 486,500 $15.875 $7,723,187.50 $2,340.36
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(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock
dividends, or similar transactions effected without receipt of
consideration, as provided in the Plans.
(2) Estimated in accordance with Rule 457(c) and (h)(1) solely for the
purpose of computing the amount of the registration fee based on the
average of the high ($16 1/4) and low ($15 1/2) prices reported on the
NASDAQ/National Market System for the Company's common stock on July
21, 1997.
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Exhibit Index on Page 7
Page 1 of 9
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The purpose of this Registration Statement on Form S-8 is to register
shares of the common stock, $.001 par value, of Sterile Recoveries, Inc. to be
issued pursuant to the exercise of stock options granted under the Registrant's
1995 Stock Option Plan and 1996 Non-Employee Director Stock Option Plan
(together, the "Plans"). Pursuant to the Note to Part I of Form S-8, the
information specified in Items 1 and 2 of Form S-8 have not been filed with the
Securities and Exchange Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed March 24, 1997, pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
and
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, filed May 13, 1997, pursuant to Section 13(a) or 15(d) of
the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, on or after the date of this
Registration Statement and before the filing of a post-effective amendment
indicating that all securities offered hereby have been sold or that
de-registers all securities covered hereby remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of those documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that the statement contained in
this Registration Statement or in any subsequently filed document that is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes that statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
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The description of the Registrant's common stock is contained in the
Registrant's registration statement filed pursuant to section 12 of the Exchange
Act and is incorporated by reference in this Registration Statement, including
any subsequent amendments or reports filed for the purpose of updating that
description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of the Registrant's common
stock to be offered will be passed upon for the Registrant by Glenn Rasmussen &
Fogarty, P.A., Tampa, Florida. Two shareholders of Glenn Rasmussen & Fogarty,
P.A. beneficially own 17,263 and 2,564 shares, respectively, of the Registrant's
common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6, Section 6.1, of the Registrant's Articles of Incorporation
provides for the indemnification of the Registrant's directors and executive
officers to the fullest extent permitted by law. Pursuant to the Florida
Business Corporation Act, the Registrant may, and in some cases, must, indemnify
its directors and executive officers against certain liabilities. In addition,
the Registrant has entered into an indemnity agreement with each of its current
directors and executive officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay those advances if
it is ultimately determined that the recipient of the advance is not entitled to
indemnification. See Item 9.C. of this Registration Statement for a statement
concerning indemnification for liabilities under the Securities Act of 1933.
Additionally, the Registrant maintains a director and officer liability
insurance policy in the face amount of $5,000,000, that insures its officers and
directors against certain liabilities incurred in their capacities as officers
and directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
5.1 Opinion of Glenn Rasmussen & Fogarty, P.A. regarding the
legality of the securities being registered.
10.2 Amendments No. 2 and 3 to 1995 Stock Option Plan.*
10.3 Form of Stock Option Agreement between the Registrant and
participants under the 1995 Stock Option Plan, as amended.*
10.4 1996 Non-Employee Director Stock Option Plan.*
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Grant Thorton LLP.
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*Incorporated 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 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.
(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.
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B. The undersigned Registrant hereby undertakes, that, 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.
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.
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 Clearwater, State of Florida, on July 17, 1997.
STERILE RECOVERIES, INC.
By: /s/ Richard T. Isel
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Richard T. Isel
President and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of
1934, this Registration Statement has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.
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<TABLE>
<CAPTION>
Signature Title Date
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/s/ Richard T. Isel President and Chief Executive July 17, 1997
- ------------------------------ Officer and Director
Richard T. Isel
/s/ Wayne R. Peterson Executive Vice President and Director July 16, 1997
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Wayne R. Peterson
/s/ James T. Boosales Executive Vice President, Chief July 16, 1997
- ------------------------------ Financial Officer and Director
James T. Boosales
/s/ Bertram T. Martin, Jr. Executive Vice President, Chief July 16, 1997
- ------------------------------ Operating Officer and Director
Bertram T. Martin, Jr.
/s/ James M. Emanuel Director July 16, 1997
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James M. Emanuel
/s/ Lee R. Kemberling Director July 18, 1997
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Lee R. Kemberling
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXHIBITS INDEX
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STERILE RECOVERIES, INC.
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EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED PAGE
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<S> <C> <C>
5.1 Opinion of Glenn Rasmussen & Fogarty, P.A. regarding the
legality of the securities being registered. 8
10.2 Amendments No. 2 and 3 to 1995 Stock Option Plan.(2) --
10.3 Form of Stock Option Agreement between the Registrant and
participants under the 1995 Stock Option Plan, as amended.(1) --
10.4 1996 Non-Employee Director Stock Option Plan.(1) --
23.1 Consent of Counsel (included in Exhibit 5.1). --
23.2 Consent of Grant Thorton LLP. 9
</TABLE>
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(1) Incorporated by reference to the Registration Statement on Form S-1
filed by the Registrant on May 15, 1996.
(2) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, and filed on March 24, 1997.
Page 7 of 9
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EXHIBIT 5.1
[GLENN RASMUSSEN & FOGARTY LETTERHEAD]
July 22, 1997
Sterile Recoveries, Inc.
28100 U.S. Highway 19 North
Suite 201
Clearwater, Florida 34621
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Sterile Recoveries, Inc. (the "Company"),
a Florida corporation, in connection with its registration with the Securities
and Exchange Commission (the "SEC") of 486,500 shares of the Company's common
stock, $.001 par value (the "Shares"), pursuant to the Company's 1995 Stock
Option Plan and 1996 Non-Employee Director Stock Option Plan (together, the
"Plans"). We have examined, among other things, the Plans, the Company's
Articles of Incorporation and Bylaws, as amended to date, the records of
corporate proceedings of the Company that have occurred before the date of this
letter with respect to the Shares, the Registration Statement on Form S-8 to
register with the SEC the Shares (the "Registration Statement"), and other
documents and representations that we considered necessary to render the opinion
expressed in this letter. Based on the foregoing, we are of the opinion that the
Company is incorporated and organized under the laws of the State of Florida and
its status is active, and the Shares have been validly authorized for issuance
and, upon the issuance and delivery of the Shares in accordance with the
provisions of the Plans, the Shares will be validly issued, fully paid, and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GLENN RASMUSSEN & FOGARTY, P.A.
/s/ Sharon Docherty Danco
Sharon Docherty Danco
Page 8 of 9
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 14, 1997 accompanying the financial
statements and schedule of Sterile Recoveries, Inc. included in the Annual
Report on Form 10-K for the year ended December 31, 1996 which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned reports.
Tampa, Florida /S/ GRANT THORNTON LLP
July 15, 1997. ----------------------------
GRANT THORNTON LLP
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