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As filed with the Securities and Exchange Commission on December 22, 2000
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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Isonics Corporation
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(Exact name of registrant as specified in its charter)
California 77-0338561
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(State of Incorporation) (I.R.S. Employer Identification No.)
5906 McIntyre Street
Golden, Colorado 80403
(303) 279-7900
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(Address and telephone number of principal executive offices)
1996 Executives' Equity Incentive Plan
1996 Equity Incentive Plan
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(Full title of the plans)
James E. Alexander
President and Chief Executive Officer
Isonics Corporation
5906 McIntyre Street
Golden, Colorado 80403
(303) 279-7900
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Herrick K. Lidstone, Jr., Esq.
Norton A Lidstone, P.C.
Suite 650, 5445 DTC Boulevard
Greenwood Village, Colorado 80111
(303) 221-5552
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
Be Registered Registered Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 780,000 shares (See Notes to $1,287,274 $340
Calculation of
Registration Fee)
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). The offering
price per share and aggregate offering price are based upon
(a) the exercise price, for shares subject to outstanding options granted
by Isonics Corporation (alternatively herein, the "Registrant", or the
"Company") under (i) the Registrant's 1996 Executives' Equity
Incentive Plan (the "Executives' Equity Incentive Plan") (options to
purchase no shares) and (ii) the Registrant's 1996 Equity Incentive
Plan (the "Equity Incentive Plan") (options to purchase 150,000 shares
at $2.1875 and 22,638 at $2.1250); or
(b) the average of the bid and asked prices of the Registrant's Common
Stock as quoted on the Nasdaq SmallCap Stock Market for December 19,
2000 ($1.50 per share), for shares reserved for upon exercise of
options not yet issued pursuant to (i) the Executives' Equity
Incentive Plan (430,000 shares) and (ii) the Equity Incentive Plan
(177,362 shares).
The chart below details the calculation of the registration fee:
<TABLE>
<CAPTION>
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Number of Shares Per Share Offering Aggregate Offering
Price Price
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<S> <C> <C> <C>
EXECUTIVES' EQUITY INCENTIVE PLAN
No options have been granted from -0- $ 0 $ 0
the additional shares in the
Executives' Plan
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Shares reserved for future issuance 430,000 $ 1.50 $ 645,000
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EQUITY INCENTIVE PLAN
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Shares issuable pursuant
to options under the
Equity Incentive Plan 150,000 $ 2.1875 $ 328,125
22,638 $ 2.125 $ 48,106
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Shares reserved for future issuance 177,362 $ 1.50 $ 266,043
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TOTAL (3) 780,000 $ 1,287,274
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</TABLE>
(2) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock that becomes issuable
under the plans by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected
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without the receipt of consideration that increases the number of the
Registrant's outstanding shares of Common Stock.
(3) In accordance with SEC Rule 429, the prospectus to be issued pursuant to
this registration statement includes the shares of our Common Stock that
were registered in our Registration Statement on Form S-8 (SEC File No.
333-74339) and declared effective by the Securities and Exchange Commission
on May 12, 1999. Those shares included 150,000 shares issuable pursuant to
the 1996 Stock Option Plan, 570,000 shares issuable pursuant to the 1996
Executives' Equity Incentive Plan, 150,000 shares issuable pursuant to the
1996 Equity Incentive Plan, and 200,000 shares issuable pursuant to the
1998 Employee Stock Purchase Plan. The Registrant paid a total filing fee
of $1,093.35 in connection with SEC File No. 333-74339.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Item ("Plan Information") and Item 2 ("Registrant
Information and Employee Plan Annual Information") of Part I to Form S-8 will be
included in the Section 10(a) prospectus to be used pursuant to the requirements
of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Isonics Corporation hereby incorporates by reference into this registration
statement the following documents and information that it has heretofore filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's latest annual report on Form 10-KSB filed pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Company's latest fiscal year for which such statements have been filed,
or (2) the Company's effective Registration Statement on Form 8-A filed under
the Exchange Act containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company 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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the 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.
Under Section 317 of the California Corporations Code the Company has broad
powers
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to indemnify its directors and officers against liabilities they may incur in
such capacities, including liabilities under the Securities Act. The Company's
Bylaws require the Company to indemnify its directors and officers, and permit
the Company to indemnify its employees and other agents, to the extent permitted
by California law. The Company is also empowered under its Bylaws to enter into
indemnification agreements with its directors and officers and to purchase
insurance on behalf of any person it is required or permitted to indemnify.
Pursuant to this provision, the Company has entered into indemnity agreements
with each of its directors and executive officers. The Company obtained officer
and director liability insurance with respect to potential liabilities which may
arise out of certain matters, including matters arising under the Securities
Act.
In addition, the Company's Amended and Restated Articles of Incorporation
provide that, to the fullest extent permitted by California law, the Company's
directors will not be liable for monetary damages. The Company's Bylaws and the
indemnification agreements with its directors and executive officers require the
Company to indemnify such persons against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding, whether actual or threatened, to which any such person may
be a party by reason of the fact that such person is or was an executive officer
or director of the Company or any of its affiliated enterprises. No indemnity
will be available if such indemnification is unlawful, or in respect of any
accounting of profits made from the purchase or sale of securities of the
Registrant in violation of Section 16(b) of the Exchange Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits Pursuant to Item 601 of Regulation S-B:
<TABLE>
<CAPTION>
Exhibit No. Title
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<S> <C>
3.01* Registrant's Amended and Restated Articles of Incorporation. (1)
3.02* Registrant's Bylaws. (1)
3.03* Certificate of Determination of Preferences and Rights of the
Series A Preferred Stock. (2)
4.01* Specimen Common Stock Certificate. (1)
5.01+ Opinion of Arter & Hadden LLP
10.01* 1996 Executives' Equity Incentive Plan
10.02* 1996 Equity Incentive Plan
23.10+ Consent of independent accountants.
23.11+ Consent of Arter & Hadden, LLP (see exhibit 5.01)
</TABLE>
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(1) Incorporated herein by reference to exhibit filed with Isonics'
Registration Statement on Form SB-2 ("Registration Statement") (Commission
file No. 333-13289) in which this exhibit bears the same number except
exhibit 3.01 which was numbered 3.03 in that registration statement.
(2) Filed with Isonics' Current Report on Form 8-K (File No. 001-12531), dated
July 29 and filed August 12, 1999, and incorporated herein by reference.
* Previously filed.
+ Filed herewith.
ITEM 9. UNDERTAKINGS.
A. The undersigned 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:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) 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,
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; and
(iii) 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 information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(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 herein, 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
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securities being registered which remain unsold at the termination of the
offering.
B. 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
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 the 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.
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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Golden, County of Jefferson, State of Colorado, on
the 21st day of December 2000.
ISONICS CORPORATION
By /s/ James E. Alexander
--------------------------------------
James E. Alexander
President, Chief Executive Officer
and Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, as amended this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures: Title Date
/s/ James E. Alexander President, Chief Executive December , 2000
------------------------ Officer and Chairman of
James E. Alexander the Board of Directors
(Principal Executive Officer)
/s/ Brantley J. Halstead Chief Financial Officer December , 2000
------------------------ (Principal Financial and
Brantley J. Halstead Accounting Officer)
/s/ Boris Rubizhevsky Director December , 2000
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Boris Rubizhevsky
/s/ Lindsay A. Gardner Director December , 2000
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Lindsay A. Gardner
/s/Richard L. Parker Director December , 2000
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Richard L. Parker
/s/ Larry J. Wells Director December , 2000
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Larry J. Wells
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