<PAGE> 1
As filed with the Securities and Exchange Commission on June 9, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BIONUTRICS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 86-0760991
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2425 E. Camelback Road, Suite 650
Phoenix, Arizona 85016
(Address of Principal executive offices)(zip code)
BIONUTRICS, INC.
1996 Stock Option Plan
(Full Title of the Plan)
Ronald H. Lane
Chairman of the Board, President,
and Chief Executive Officer
BIONUTRICS, INC.
2425 E. Camelback Road, Suite 650, Phoenix, Arizona 85016
(602) 508-0112
(Telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of Securities to be Amount to be offering price per aggregate offering registration fee
Registered registered(1) share price
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 Shares $4.00 $400,000.00 $118.00(2)
Common Stock 165,000 Shares $6.75 $1,113,750.00 $328.56(2)
Common Stock 100,000 Shares $7.75 $775,000.00 $228.63(2)
Common Stock 674,000 Shares $4.00(3) $2,696,000.00 $795.32
-------
1,039,000 Shares
$4,984,750.00 $1,470.51
============== =========
==================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the number of outstanding shares of Common Stock of
Bionutrics, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933.
(3) Calculated solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices for shares of Common Stock of
Bionutrics, Inc. on June 2, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Bionutrics, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement, pursuant to General Instruction E to Form S-8,
the contents of the Registration Statement on Form S-8 (No. 333-45969) filed
with the Securities and Exchange Commission (the "Commission") on February 10,
1998 and amendments thereto.
Item 8. Exhibits
Exhibit
Number Exhibit
5 Opinion and consent of O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, a professional association
23.1 Consent of Independent Public Accountants - Deloitte & Touche LLP.
23.2 Consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A. is
contained in Exhibit 5
24 Power of Attorney (included on page II.3 of this Registration Statement)
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: (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; and (ii) 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; and
(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 1997 Employee Stock Option Plan.
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 1934 Act that is incorporated by reference into 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 or
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)
II.1
<PAGE> 3
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.2
<PAGE> 4
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 Phoenix, State of Arizona, on June 4, 1998.
BIONUTRICS, INC.
By: /s/ Ronald H. Lane
---------------------------------------
Ronald H. Lane, Chairman of the Board,
President, and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and severally, Ronald
H. Lane, as 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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 any of
them, or their 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:
<TABLE>
<CAPTION>
SIGNATURE POSITION DATE
<S> <C> <C>
/s/ Ronald H. Lane Chairman of the Board, President, June 4, 1998
- ------------------------ and Chief Executive Officer
Ronald H. Lane (Principal Executive Officer)
/s/ George E. Duck, Jr. Vice President-Finance; Secretary
- ------------------------ and Treasurer (Principal Financial and
George E. Duck, Jr. Accounting Officer) June 4, 1998
/s/ William M. McCormick Director June 4, 1998
- ------------------------
William M. McCormick
/s/ Richard M. Feldheim Director June 4, 1998
- ------------------------
Richard M. Feldheim
</TABLE>
II.3
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ Steven Henig Director June 4, 1998
- ------------------------
Steven Henig
Director
- ------------------------
C. Everett Koop
Director
- ------------------------
Milton Okin
/s/ Frederick Rentschler Director June 4, 1998
- ------------------------
Frederick Rentschler
/s/ Winston A. Salser Director June 4, 1998
- ------------------------
Winston A. Salser
/s/ D. Michael Wells Director June 4, 1998
- ------------------------
D. Michael Wells
</TABLE>
II.4
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EXHIBIT 5
[O'CONNOR CAVANAGH LETTERHEAD]
JUNE 8, 1998
Bionutrics, Inc.
2425 East Camelback Road, Suite 650
Phoenix, Arizona 85016
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
As special legal counsel to Bionutrics, Inc., a Nevada
corporation (the "Company"), we have assisted in the preparation of the
Company's Registration Statement on Form S-8 to be filed on or about June 8,
1998 with the Securities and Exchange Commission (the "Registration Statement"),
in connection with the registration under the Securities Act of 1933, as
amended, of 1,039,000 shares of common stock, par value $.001 per share, of the
Company (the "Shares") issuable pursuant to the Company's 1996 Stock Option Plan
(the "Plan"). The facts, as we understand them, are set forth in the
Registration Statement.
With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
A. The Articles of Incorporation of the Company as
amended and initially filed with the Secretary of State of the State of Nevada
on October 22, 1990.
B. The Bylaws of the Company, as amended through the date
hereof;
C. The Registration Statement;
D. The Resolutions of the Board of Directors of the
Company dated June 4, 1997 relating to the approval of the filing of the
Registration Statement and the transactions in connection therewith;
<PAGE> 2
O'CONNOR CAVANAGH
Bionutrics, Inc.
June 5, 1998
Page 2
Subject to the assumptions that (i) the documents and
signatures examined by us are genuine and authentic and (ii) the persons
executing the documents examined by us have the legal capacity to execute such
documents, and subject to the further limitations and qualifications set forth
below, it is our opinion that the Shares, when issued and sold in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Please be advised that we are members of the State Bar of
Arizona, and our opinion is limited to the legality of matters under the laws of
the State of Arizona and the General Corporation Laws of the State of Nevada.
Further, our opinion is based solely upon existing laws, rules and regulations,
and we undertake no obligation to advise you of any changes that may be brought
to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in
the Registration Statement, inclusion of this Opinion as an exhibit to the
Registration Statement, and to the filing of this Opinion with any other
appropriate governmental agency.
Very truly yours,
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Bionutrics, Inc. on Form S-8 of our report dated January 13, 1998 (which report
contains an emphasis paragraph with respect to the Company's ability to
continue as a going concern), appearing in the Annual Report on Form 10-K of
Bionutrics, Inc. for the year ended October 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 5, 1998
