<PAGE>
As filed with the Securities and Exchange Commission on January 24, 1997.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act
__________________
MEDI-JECT CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Minnesota 41-1350192
--------- ----------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
1840 Berkshire Lane
Minneapolis, Minnesota 55441
----------------------------
(Address of principal executive offices) (Zip code)
1993 STOCK OPTION PLAN
AND
1996 STOCK OPTION PLAN
(Full title of plans)
______________________
Franklin Pass, M.D.
1840 Berkshire Lane
Minneapolis, Minnesota 55441
----------------------------
(Name and address of agent for service)
(612) 553-1102
--------------
(Telephone number, including area code, of agent for service)
____________________
Copy to:
Amy E. Lange
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
____________________
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 995,050 (2) $5.125 $5,099,631 $1,546
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock as reported
by the Nasdaq National Market on January 17, 1997.
(2) 495,050 shares of Common Stock are being registered under the Medi-Ject
Corporation 1993 Stock Option Plan and 500,000 shares of Common Stock are
being registered under the Medi-Ject Corporation 1996 Stock Option Plan.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by Medi-Ject
Corporation (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 Prospectus, dated October 2, 1996, contained in the Company's
Registration Statement on Form S-1 (File No. 333-6661);
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; and
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated August 21, 1996, and
any amendment or report filed to update such description filed subsequent
to the date of this Prospectus and prior to the termination of the offering
of the Common Stock offered hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 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.
-----------------------------------------
The Company's Bylaws and the statutes of the State of Minnesota
require the Company to indemnify any director, officer, employee or agent who
was or is a party to any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative, against
certain liabilities and expenses incurred in connection with the action, suit or
proceeding, except where such persons have not acted in good faith or did not
reasonably believe that the conduct was in the best interests of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or other persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 8. Exhibits.
--------
4.1 Second Amended and restated Articles of Incorporation of the Company
(incorporated by reference to the Company's Registration Statement on
Form S-1, dated June 24, 1996 (File No. 333-6661) as amended on August
15, 1996, September 27, 1996 and October 1, 1996)
4.2 Second Amended and Restated Bylaws of the Company (incorporated by
reference to the Company's Registration Statement on Form S-1, dated
June 24, 1996 (File No. 333-6661) as amended on August 15, 1996,
September 27, 1996 and October 1, 1996)
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Power of Attorney
<PAGE>
Item 9. Undertakings.
A. Post-Effective Amendments.
The undersigned issuer 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 the 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 the 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 the 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 registrant pursuant to Section 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 undersigned 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
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.
-2-
<PAGE>
C. Claims for Indemnification.
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 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 other 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.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe 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 Minneapolis, State of Minnesota, on this 24th day of
January, 1997.
Medi-Ject Corporation
By:/s/ Franklin Pass, M.D.
---------------------------------
Franklin Pass, M.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated:
Dated: January 24, 1997
SIGNATURE TITLE
- --------- -----
/s/ Franklin Pass, M.D. President, Chief Executive Officer and Director
- ----------------------- (principal executive officer)
Franklin Pass, M.D.
/s/ Mark Derus Vice President of Finance, Chief Financial
- ----------------------- Officer (principal financial and accounting
Mark Derus officer)
* Director
- -----------------------
Louis Cosentino
* Director
- -----------------------
Kenneth Evenstad
* Director
- -----------------------
Geoffrey Guy
* Director
- ----------------------
Norman Jacobs
* Director
- ----------------------
Fred Shapiro, M.D.
* Director
- ----------------------
Peter Sjostrand
*By:/s/ Franklin Pass, M.D.
------------------------
Franklin Pass, M.D.,
Attorney-In-Fact
-4-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------ -------
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
24 Power of Attorney
<PAGE>
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
Medi-Ject Corporation
1840 Berkshire Lane
Minneapolis, MN 55441
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Medi-Ject Corporation, a Minnesota
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 495,050 and
500,000 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 1993 Stock Option Plan and its 1996 Stock Option Plan, respectively
(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. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. 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
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: January 24, 1997
Very truly yours,
/s/ DORSEY & WHITNEY LLP
AEL
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
- ----------------------------------
The Board of Directors
Medi-Ject Corporation:
We hereby consent to incorporation by reference in this Registration Statement
on Form S-8 our report dated June 7, 1996, which report appears in the
prospectus contained in Medi-Ject Corporation's Registration Statement on Form
S-1 (File No. 333-6661).
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 24, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Franklin Pass, M.D. and Mark S.
Derus, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute Registration Statements on Form S-8 to be
filed under the Securities Act of 1933, as amended, for the registration of
495,050 shares of Common Stock of Medi-Ject Corporation under its 1993 Stock
Option Plan and for the registration of 500,000 shares of Common Stock of Medi-
Ject Corporation under its 1996 Stock Option Plan and any and all 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 full power and authority to do
and perform 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
their substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: January 24, 1997 /s/ Louis Cosentino
-----------------------------------------
Louis Cosentino
/s/ Kenneth Evenstad
-----------------------------------------
Kenneth Evenstad
/s/ Geoffrey Guy
-----------------------------------------
Geoffrey Guy
/s/ Norman Jacobs
-----------------------------------------
Norman Jacobs
/s/ Fred Shapiro, M.D.
-----------------------------------------
Fred Shapiro, M.D.
/s/ Peter Sjostrand
-----------------------------------------
Peter Sjostrand
