<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1997
Registration No. 333-_______
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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PACIFIC BIOMETRICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-1211114
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
1370 Reynolds Avenue
Irvine, California 92614
(Address of principal executive offices)
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Pacific Biometrics, Inc.
1996 Stock Incentive Plan
(Full title of the plan)
-------------------
Paul G. Kanan Copy to:
President & CEO Neil S. Belloff, Esq.
1370 Reynolds Avenue Rosenman & Colin LLP
Irvine, California 92614 575 Madison Avenue
(714) 263-9933 New York, New York 10022
(Name, address and telephone (212) 940-8800
number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share* price* fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per
share...... 1,000,000 $2.625 $2,625,000 $795.46
- ------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(h), upon the basis of the average of the high
and low prices of the Common Stock as quoted on the Nasdaq Stock Market on
March 13, 1997.
-------------------
The Exhibit Index required by Item 601 of Regulation S-B is located at page
7 of the sequential numbering system appearing in the manually signed copy of
this Registration Statement, totalling 11 pages, filed with the Securities and
Exchange Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Pacific Biometrics, Inc. (the "Company") filed a Registration Statement on
Form SB-2 with the Securities and Exchange Commission (the "Commission") on
September 6, 1996 (File No. 333-11551), such Registration Statement being
amended on October 11, 1996 and October 29, 1996 (collectively, the
"Registration Statement") pursuant to the Securities Act of 1933 (the
"Securities Act"). The Registration Statement was declared effective on October
29, 1996 and is incorporated herein by reference. All capitalized terms used
herein which are not defined shall have the meanings given to them in the
Registration Statement.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
prior to the filing of a post- effective amendment hereto indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
respective dates of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company provides that any person
may be indemnified against all expenses and liabilities
<PAGE>
to the fullest extent permitted by the General Corporation Law of the State of
Delaware.
Section 145 of the General Corporation Law of the State of Delaware, the
law of the state in which the Company is incorporated, empowers a corporation
within certain limitations to indemnify any person for all amounts (including,
without limitation, judgements, fines, settlement payments, expenses and
attorney's fees) incurred or paid in connection with any action, suit,
investigation or proceeding arising out of or relating to the performance of
services by such person for, or acting as a director, officer or employee of,
the corporation or any other person or enterprise at the corporation's request,
and empowers a corporation to advance all expenses incurred or paid by such
person in connection with, and until disposition of any action, suit,
investigation or proceeding arising out of or relating to the performance of
services by such person for, or acting as a director, officer or employee of,
the corporation or any other person or enterprise at the corporation's request.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
4(a) - Pacific Biometrics, Inc. 1996 Stock Incentive Plan (incorporated by
reference to Exhibit 10.17 to the Registration Statement).
4(b) - Certificate of Incorporation (incorporated by reference to Exhibit
3.1 to the Registration Statement).
4(c) - By-Laws of the Company (incorporated by reference to Exhibit 3.2 to
the Registration Statement).
* 5 - Opinion of Rosenman & Colin LLP.
*23(a) - Consent of Coopers & Lybrand L.L.P.
*23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5).
*24 - Power of Attorney (included on page II-5)
- ------------
* Filed herewith
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes: (a) 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 of the securities being registered hereby not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; (b) 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; and (c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. 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.
II-3
<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 County of Orange, State of California, on this 14th day of
March, 1997.
PACIFIC BIOMETRICS, INC.
By s/Paul G. Kanan
Paul G. Kanan
President and Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul G. Kanan, 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, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all the exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange 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 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 attorney-in- fact
and agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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/Ellen Rudnick Chairman of the Board of Directors March 14, 1997
Ellen Rudnick
s/Paul G. Kanan President, Chief Executive Officer March 14, 1997
Paul G. Kanan and Director
s/Peter Ludlum Vice President, Chief Financial March 14, 1997
Peter Ludlum Officer and Principal Accounting
Officer
s/Douglas Harrington Secretary and Director March 14, 1997
Douglas Harrington
s/Mary L. Campbell Director March 14, 1997
Mary L. Campbell
s/Craig M. Goldstone Director March 14, 1997
Craig M. Goldstone
s/Terry Giles Director March 14, 1997
Terry Giles
II-5
<PAGE>
EXHIBIT INDEX
Document Page Number
- -------- -----------
5 - Opinion of Rosenman & Colin LLP. 9
23(a) - Consent of Coopers & Lybrand L.L.P. 11
23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5)
24 - Power of Attorney (included on page II-5)
<PAGE>
EXHIBIT 5
<PAGE>
March 18, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been requested by Pacific Biometrics, Inc. (the "Company"), a Delaware
corporation, to furnish our opinion in connection with the registration
statement (the "Registration Statement") on Form S-8, with respect to the
registration of an aggregate of 1,000,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share, for issuance upon exercise of options
granted under the Company's 1996 Stock Incentive Plan (the "Plan").
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, it is our opinion that, when the
Registration Statement has become effective under the Securities Act of 1933,
and when the Shares to be issued and sold by the Company have been issued, sold
and paid for in the manner described in the Plan, the Shares will have been
validly issued and will be fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By: s/ Robert I. Fisher
___________________________
A Partner
<PAGE>
EXHIBIT 23(a)
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8: (1) of our report, which includes an explanatory
paragraph with respect to matters raising substantial doubt as to the entity's
ability to continue as a going concern, as described in Note 18 of the notes to
the Consolidated Financial Statements, dated September 5, 1996 on our audits of
the consolidated balance sheet as of June 30, 1996 and the consolidated
statements of operations and cash flows for each of the two years in the period
ended June 30, 1996 and for the period from inception (December 1992) to June
30, 1996 and the consolidated statement of stockholders' deficit for the period
from inception (December 1992) to June 30, 1996 of Pacific Biometrics, Inc.; (2)
of our report, which includes an explanatory paragraph with respect to matters
raising substantial doubt as to the entity's ability to continue as a going
concern, as described in Note 11 of the notes to the Financial Statements, dated
September 5, 1996 on our audits of the balance sheet as of June 30, 1996 and the
statements of operations and cash flows for each of the two years in the period
ended June 30, 1996 and for the period from inception (October 1985) to June 30,
1996 and the statement of stockholders' deficit for the period from inception
(October 1985) to June 30, 1996 of BioQuant, Inc.; and (3) of our report, dated
September 5, 1996 on our audit of the statement of operations for the seven
month period from July 1, 1994 to January 31, 1995 of Pacific Biometrics, Inc.,
appearing in the registration statement on Form SB-2 (SEC File No. 333-11551) of
Pacific Biometrics, Inc. filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933.
s/ COOPERS & LYBRAND L.L.P.
Newport Beach, California
March 14, 1997
