As filed with the Securities and Exchange Commission on December 17, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CORGENIX MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 93-1223466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12061 Tejon Street
Westminster, Colorado 80234
(303) 457-4345
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Employee Stock Purchase Plan
Stock Compensation Plan
(Full title of plan)
Douglass T. Simpson With a copy to:
President Lester R. Woodward, Esq.
12061 Tejon Street Davis, Graham & Stubbs LLP
Westminster, Colorado 80234 370 17th Street, Suite 4700
(303) 457-4345 Denver, Colorado 80202
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class maximum maximum Amount of
of Amount to be offering aggregate registration
securities to be registered price per offering fee
registered share(1) price(1)
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Common Stock ($.001 500,000 shares $0.435 $217,500 $61
par value)
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(1)Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon the average of the bid and asked price of the
Company's Common Stock on December 15, 1998 as reported on the OTC Bulletin
Board(R).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. Incorporation of Documents by Reference.
The following documents filed or to be filed by Corgenix Medical
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference:
(a) The Company's Amendment No. 1 to its Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1998, filed with the Commission on October 28,
1998.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1998, filed with the Commission on November 16, 1998.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB/A-2, filed with the Commission on
November 3, 1998.
(d) All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a Post-Effective
Amendment to this Registration Statement indicating that all securities offered
under the Registration Statement have been sold, or deregistering all securities
then remaining unsold.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
4. Description of Securities.
Not applicable.
5. Interests of Named Experts and Counsel.
Not applicable.
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6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify its directors
and executive officers and may indemnify its other officers, employees and
agents to the fullest extent not prohibited by Nevada law. The Company has also
entered into indemnification agreements with each of its directors and officers.
The Company is also empowered under its Bylaws to purchase insurance on behalf
of any person it is required or permitted to indemnify.
In addition, the Company's Articles provide that the Company's directors
will not be personally liable to the Company or any of its stockholders for
damages for breach of the director's fiduciary duty as a director or officer
involving any act or omission of any such director or officer. Each director
will continue to be subject to liability for breach of the director's fiduciary
duties to the Company for acts or omissions that involve intentional misconduct,
fraud or a knowing violation of law, or the payment of dividends in violation of
Nevada corporate law. This provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws.
There is no pending litigation or proceeding involving a director or
officer of the Company as to which indemnification is being sought, nor is the
Company aware of any pending or threatened litigation that may result in claims
for indemnification by any director or officer.
7. Exemption from Registration Claimed.
Not applicable.
8. Exhibits
4.1 Certificate of Incorporation of the Company.1/
4.2 Restated Bylaws of the Company.1/
4.3 Form of Common Stock Certificate of the Company.1/
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included in signature page).
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 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)
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1/ Filed previously as an Exhibit to the Company's Registration Statement on
Form 10-SB, as filed with the Commission on June 29, 1998, and
incorporated herein by reference.
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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 offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 of expenses incurred or
paid by a director, officer or controlling person of 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Westminster, State of Colorado, on the 16th day of
December, 1998.
CORGENIX MEDICAL CORPORATION
By:_/S/ Dr. Luis R. Lopez__
Dr. Luis R. Lopez
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Luis R. Lopez and Douglass T.
Simpson, and each or any of them, 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 and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended) 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 attorneys-in-fact and agents, 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 agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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 date indicated.
Signatures Title Date
/S/ Luis R. Lopez, M.D. Chairman of the Board, December 16, 1998
___________________ Chief Executive Officer
Luis R. Lopez, M.D. and Director (principal
executive officer)
/S/ Douglass T. Simpson President (principal December 16, 1998
___________________ financial and accounting
Douglass T. Simpson officer) and Director
/S/ Brian E. Johnson Director December 16, 1998
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Brian E. Johnson
/S/ Alev Lewis Director December 16, 1998
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Alev Lewis
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included in signature page).
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EXHIBIT 5.1
December 16, 1998
Corgenix Medical Corporation
12061 Tejon Street
Westminster, Colorado 80234
Re: Sale of Common Stock Pursuant to Registration Statement on
Form S-8
Ladies and Gentlemen:
We have acted as counsel to Corgenix Medical Corporation (the "Company")
in connection with the registration by the Company of 500,000 shares of Common
Stock, $.001 par value (the "Shares"), described in the Registration Statement
on Form S-8 of the Company being filed with the Securities and Exchange
Commission concurrently herewith. The Shares have been or may be issued by the
Company pursuant to the Company's Employee Stock Purchase Plan or the Company's
Stock Compensation Plan(collectively, the "Plans"), which provides for the
possible issuance of shares of Common Stock of the Company in accordance with
the respective Plans. In such connection we have examined certain corporate
records and proceedings of the Company, including actions taken by the Company's
Board of Directors in respect of the authorization and issuance of the Shares,
and such other matters as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued as contemplated by the Registration Statement,
will be legally issued, fully paid and non-assessable shares of capital stock of
the Company.
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this opinion as an exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
DAVIS, GRAHAM & STUBBS LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Corgenix Medical Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Corgenix Medical Corporation of our report dated October 23, 1998,
relating to the consolidated balance sheets of Corgenix Medical Corporation and
subsidiary as of June 30, 1998 and 1997, and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for the years then
ended which report appears in the June 30, 1998 annual report on Form 10-KSB/A-1
of Corgenix Medical Corporation.
KPMG Peat Marwick LLP
Boulder, Colorado,
December 10, 1998
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