UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Surgical Safety Products, Inc.
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(Name of small business issuer in its charter)
New York 65-0565144
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2018 Oak Terrace
Sarasota, Florida 34231
- - --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
SURGICAL SAFETY PRODUCTS INC.
1994 EMPLOYEE STOCK OPTION PLAN
and
SURGICAL SAFETY PRODUCTS INC.
1994 CONSULTANT STOCK OPTION PLAN
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(Full title of the plan)
Donald K. Lawrence, President
Surgical Safety Products Inc.
2018 Oak Terrace
Sarasota, Florida 34231
(941) 927-7874
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(Name, address and telephone number of agent for service)
Copies to:
Mercedes Travis, Esq.
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
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CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION
TO BE TO BE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PRICE
PER SHARE PER SHARE
- ---------------- ---------- ---------- ----------- ------------
Common Stock 4,166,316 (2) $1.15 $4,791,263 $1,332
$.001 par value
Common Stock 346,115 (3) $1.15 $ 398,032 $ 111
$.001 par value
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the closing sale
price of the Company's Common Stock on April 11, 2000 of $1.15 as
reported on the OTC Electronic Bulletin Board.
(2) Represents the number of shares of Common Stock registered pursuant to
this registration statement available for issuance on exercise of
options under Surgical Safety Products Inc.'s 1994 Employee Stock
Option Plan (the "1994 ESOP").
(3) Represents the number of shares of Common Stock registered pursuant to
this registration statement available for issuance on exercise of
options under Surgical Safety Products Inc.'s 1994 Consultant Stock
Option Plan (the "1994 CSOP").
1994 ESOP and 1994 CSOP dated April 13, 2000
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(1) The Annual Report on Form 10KSB for the fiscal year ended December 31, 1999
filed March 31, 2000;
(2) All other reports filed by the Registrant with the Commission pursuant to
Section 13(a) or Section 15(d) of the Exchange Act since the end of the
period covered by the Form 10KSB referred to above; and
<PAGE>
(3) The description of the Common Stock of the Registrant contained in the Form
10SB filed September 28, 1998, as amended.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto 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 hereof from the date of filing
of such 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.
Article VI of the Company's Articles of Incorporation contains
provisions providing for the indemnification of directors of the Company as
follows:
"The personal liability of directors to the corporation or its
shareholders for damages for any breach of duty in such capacity is hereby
eliminated except that such personal liability shall not be eliminated if a
judgment or other final adjudication adverse to such director establishes that
his acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he personally gained in fact a financial profit
or other advantage to which he was not legally entitled or that his acts
violated Section 719 of the Business Corporation Law.
Article VI of the Company's By-Laws contains provisions providing for
the indemnification of directors and officers of the Company as follows:
Each director and officer of this corporation shall be indemnified by
the corporation against all costs and expenses actually and necessarily incurred
by him or her in connection with the defense of any action, suit or proceeding
in which he or she may be involved or to which he or she may be made a party by
reason of his or her being or having been such director or officer, except in
relation to matters as to which he or she shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.
The Company has no other agreements with any of its directors or
executive offices providing for indemnification of any such persons with respect
to liability arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 * Opinion of Mintmire & Associates
10.14 Form of Employee Option Agreement dated July 1994 [1]
10.16 Form of Consultant Option Agreement dated July 1994 [1]
23.1 * Consent of Kerkering, Barberio & Co., P.A.
23.2 * Consent of Mintmire & Associates (contained in the opinion filed as
Exhibit 5.1 hereof)
(* filed herewith)
[1] Previously filed with the Company's Form 10SB
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) (1) to file, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, to treat each post-effective amendment as a
new registration statement of the securities offered, and the offering
of the securities at that time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 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 this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate
<PAGE>
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final jurisdiction of
such issue.
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, in the City of Sarasota, Florida on April
12, 2000.
SURGICAL SAFETY PRODUCTS INC.
By: /s/ G. Michael Swor
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Dr. G. Michael Swor, Chairman of
the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, who represent a
majority of the Board of Directors, in the capacities and on the dated indicated
Signature Capacity Date
- ---------- ----- ----
/s/ G. Michael Swor Chairman of the Board April 12, 2000
- -------------------------- and Chief Executive
G. Michael Swor Officer
/s/ David Collins Acting Chief Financial Officer, April 12, 2000
- -------------------------- Secretary, Treasurer and
David Collins Director (principal financial
or accounting officer)
/s/ Donald K. Lawrence President, Chief Operating April 12, 2000
- -------------------------- Officer and Director
Donald K. Lawrence
/s/ Frank Clark Director April 12, 2000
- ---------------------------
Frank Clark
<PAGE>
/s/ James D. Stuart Director April 12, 2000
- --------------------------
James D. Stuart
/s/ Sam Norton Director April 12, 2000
- ---------------------------
Sam Norton
/s/ David Swor Director April 12, 2000
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David Swor
/s/ William B. Saye Director April 12, 2000
- ---------------------------
William B. Saye
EXHIBITS 5.1 and 23.2
April 12, 2000
Board of Directors
Surgical Safety Products, Inc.
2018 Oak Terrace
Sarasota, FL 34231
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about April 13,
2000, in connection with the registration under the Securities Act of 1933, as
amended, of 4,166,316 shares of your common stock under the Company's 1994
Employee Stock Option Plan ("1994 ESOP") and 346,115 shares of your common stock
under the Company's 1994 Consultant Stock Option Plan ("1994 CSOP"), $.001 par
value (exclusive of any securities associated therewith, the "Stock") to be sold
by you pursuant to the Company's 1994 ESOP and 1994 CSOP.
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the 1994 ESOP and 1994 CSOP.
It is our opinion that the 4,166,316 shares of your common stock under the
Company's 1994 ESOP and 346,115 shares of your common stock under the Company's
1994 CSOP that may be issued and sold by the Company pursuant to each such plan,
when issued and sold in the manner provide in such plan, will be validly issued,
fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Mintmire & Associates
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MINTMIRE & ASSOCIATES
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement
on Form S-8 for the registration of 4,166,316 shares of Surgical Safety Product
Inc.'s common stock under the Company's 1994 Employee Stock Option Plan and
346,115 shares of its common stock under the Company's 1994 Consultant Stock
Option Plan and to the incorporation by reference therein of our report dated
March 29, 2000 relating to the financial statements which appear in the Annual
Report on Form 10K for the year ended December 31, 1999.
/s/ Kerkering, Barbario & Co., P.A.
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Kerkering, Barbario & Co., P.A.,
Independent Public Accountants.
Sarasota, Florida
April 12, 2000
