As filed with the Securities and Exchange Commission on February 24, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SCHICK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3374812
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
31-00 47th Avenue
Long Island City, New York 11101
(Address of Principal Executive Offices) (Zip Code)
SCHICK TECHNOLOGIES, INC. 1996 EMPLOYEE STOCK OPTION PLAN
AND
SCHICK TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full title of the plans)
Zvi N. Raskin, Esq. Copy to:
General Counsel Steven I. Himelstein, Esq.
Schick Technologies, Inc. Dorsey & Whitney LLP
31-00 47th Avenue 250 Park Avenue
Long Island City, NY 11101 16th Floor
(Name and address of agent for service) New York, New York 10177
(718) 937-5765
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share (1) price (1) fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value ...... 505,400 $23.8125 $12,034,837 $3,550.28
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and low
prices of the Common Stock as reported by the Nasdaq National Market on
February 20, 1998.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Schick Technologies, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement, as of their
respective dates:
(1) The Company's final Prospectus, dated July 1, 1997, filed in
connection with the Company's Registration Statement on Form S-1 (File No.
333-27035);
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated June 9, 1997 (File No.
000-22673), and any amendment or report filed to update such description
filed subsequent to the date of this Registration Statement and prior to
the termination of the offering of the Common Stock offered hereby;
(3) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1997, September 30, 1997 and December 31, 1997;
(4) The Company's Current Report on Form 8-K filed October 9, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
authorizes a court to award, or a corporation's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").
Section 102(b)(7) of the Delaware Law permits a corporation's certificate
of incorporation to provide that directors of the corporation shall be under no
liability to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director of the corporation, except that a corporation's
certificate of incorporation may not limit the liability of directors for (i)
breaches of their duty of loyalty to the corporation and its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful dividends or unlawful stock repurchases
under Section 174 of the Delaware Law, or (iv) transactions from which a
director derives an improper personal benefit.
In addition, in response to this Item 6, the following information is
incorporated by reference: Article 10 of the Certificate of Incorporation of the
Company incorporated by reference as Exhibit 4.1 to this Registration Statement;
and Section 1 of Article V of the By-Laws of the Company incorporated by
reference as Exhibit 4.2 to this Registration Statement.
The Company maintains a director's and officer's liability insurance policy
which indemnifies directors and officers for certain losses arising from claims
by reason of a wrongful act, as defined therein, under certain circumstances.
<PAGE>
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 Restated (File No. 333-27035))
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (File No.
333-27035))
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File
No. 333-27035))
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1 Powers of Attorney of Officers and Directors of Schick Technologies,
Inc.
Item 9. Undertakings.
A. Post-Effective Amendments.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in 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 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that subparagraphs (a) and (b) above will not apply
if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to
Section
2
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13 or Section 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, 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. Subsequent Documents Incorporated by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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.
C. Claims for Indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or other controlling person of the Company 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 Company 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.
3
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 New York, State of New York, on February 24, 1998.
SCHICK TECHNOLOGIES, INC.
By: /s/ David B. Schick
--------------------------------------
David B. Schick
Chairman of the Board, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities indicated on February 24, 1998.
Signature Title
--------- -----
/s/ David B. Schick Chairman of the Board,
- ------------------------------ Chief Executive Officer, Acting Chief
David B. Schick Financial Officer and Director
(Principal Executive Officer and
Acting Principal Financial and
Accounting Officer)
/s/ Mark I. Bane Director
- ------------------------------
Mark I. Bane
/s/ Allen Schick, Ph.D. Director
- ------------------------------
Allen Schick, Ph.D.
/s/ Euval S. Barrekette, Ph.D. Director
- ------------------------------
Euval S. Barrekette, Ph.D.
/s/ Jonathan Singer Director
- ------------------------------
Jonathan Singer
/s/ Howard Wasserman D.D.S. Director
- ------------------------------
Howard Wasserman D.D.S.
*By
---------------------------
Attorney-in-fact
4
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EXHIBIT INDEX
Number
Exhibit Exhibit Page
- ------- ------- ----
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
333-27035))
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1
(File No. 333-27035))
4.3 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on
Form S-1 (File No. 333-27035))
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1
above)
24.1 Powers of Attorney of Officers and Directors of Schick
Technologies, Inc.
5
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
Schick Technologies, Inc.
31-00 47th Avenue
Long Island City, New York 11101
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Schick Technologies, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 505,400
shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially
issuable upon the exercise of stock options granted pursuant to the Company's
1996 Employee Stock Option Plan and 1997 Stock Option Plan For Non-Employee
Directors (collectively, the "Plans").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinion set
forth below. In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinions, we
have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plans under which such Shares are issued, will be validly
issued, fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: February 24, 1998
Very truly yours,
/s/ Dorsey & Whitney LLP
6
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 9, 1997 (except as to Note 15
which is as of June 4, 1997) relating to the financial statements of Schick
Technologies, Inc., which report appears on page F-2 of the Prospectus
constituting part of the Registration Statement No. 333-27035 on Form S-1, as
amended.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
February 24, 1998
7
Exhibit 24.1
Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David B. Schick and Zvi N. Raskin, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any Registration Statement on Form S-8
of Schick Technologies, Inc. ("STI") to be filed under the Securities Act of
1933 for the registration of shares of Common Stock of STI, and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David B. Schick Chairman of the Board, February 24, 1998
- -------------------------------- Chief Executive Officer, Acting Chief
David B. Schick Financial Officer and Director
(Principal Executive Officer and
Acting Principal Financial
and Accounting Officer)
/s/ Mark I. Bane Director February 24, 1998
- --------------------------------
Mark I. Bane
/s/ Allen Schick, Ph.D. Director February 24, 1998
- --------------------------------
Allen Schick, Ph.D.
/s/ Euval S. Barrekette, Ph.D. Director February 24, 1998
- --------------------------------
Euval S. Barrekette, Ph.D.
/s/ Jonathan Singer Director February 24, 1998
- --------------------------------
Jonathan Singer
/s/ Howard Wasserman D.D.S. Director February 24, 1998
- --------------------------------
Howard Wasserman D.D.S.
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8
