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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WASATCH PHARMACEUTICAL, INC.
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(Exact name of registrant as specified in its charter)
UTAH 84-0854009
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
714 East 7200 South, Midvale, 84047
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(Address of Principal Executive Offices) (Zip Code)
Copies of communications to:
Marcus A. Sanders, Esq.,
33 New Montgomery Street, Suite 290
Tel. (415) 777-2220
2000 Non-Qualified Stock Option Plan
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(Full title of the plan)
Dave Giles, 714 East 7200 South, Midvale, Utah 84047
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(Name, address, including zip code of agent for service)
Telephone number, including area code, of agent for service: (801) 566-9688
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (2) Share (1) Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par
value 4,000,000 $0.305 $1,220,000 $322.08
</TABLE>
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee, based on the average anticipated cost at which
employee's and consultant's options will be issued.
(2) Includes an indeterminate number of additional shares that may be issued
pursuant to the above Non-Qualified Stock Option Plan as a result of any future
stock split, stock dividend or similar adjustment.
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PART I.
INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference:
1) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31,2000.
3) All reports filed by the Company with the Commission pursuant to
section 13(a) or 15(d) of the Exchange Act since December 31, 1999.
4) Part I, Item 8 (Description of Securities) contained in the Company's
registration statement on Form 8-A, SEC file No. 000-22899,filed July
31,1997,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), 12, or 15(d) of the Exchange Act prior to the filing of
any post-effective amendment which indicates that all securities covered by this
Prospectus have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel for the Company named in this registration
statement as having prepared or certified any part hereof, or as giving an
opinion as to the validity of the securities being registered was employed on a
contingency basis, or has or is to receive, in connection with the offering, a
substantial interest in the Company or its subsidiaries. In addition no such
expert or counsel is connected with the Company or its subsidiaries as a
promoter, managing underwriter, voting trustee, director, officer, or employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a brief summary of certain indemnification provisions
of the Company's articles of incorporation and the Utah Revised Business
Corporation Act. This summary is qualified in its entirety by reference to the
text thereof.
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Section 16-10a-901 through 909 of the Utah Revised Business Corporation
Act, as amended (the "Corporation Act"), permits a Utah corporation to indemnify
its directors and officers for certain of their acts. More specifically,
Sections 16-10a-902 and 16-10a-907 of the Corporation Act grant authority to any
corporation to indemnify directors and officers against any judgments, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees,
by reason of his or her having been a corporate director or officer. Such
provision is limited to instances where the director or officer acted in good
faith and in a manner he or she reasonable believed to be in or not opposed to
the best interests of the corporation, or, in criminal proceedings, he or she
had no reasonable cause to believe his or her conduct was unlawful. Such
sections confer on the director or officer an absolute right to indemnification
for expenses, including attorney's fees, actually and reasonably incurred by him
or her to the extent he or she is successful on the merits or otherwise defense
of any claim, issue, or matter. The corporation may not indemnify a director if
the director is adjudged liable to the corporation or deemed to have derived an
improper personal benefit in an action in which the director is adjudged liable.
Section 16 10a-906 of the Corporation Act expressly makes indemnification
contingent upon a determination that indemnification is proper in the
circumstances. Such determination must be made by the board of directors acting
through a quorum of disinterested directors, or by the board of directors acting
on the advice of independent legal counsel, or by the shareholders. Further,
Section 16-10a 904 of the Corporation Act permits a corporation to pay
attorney's fees and other litigation expenses on behalf of a director or office
in advance of the final disposition of the action upon receipt of an undertaking
by or on behalf of such director or officer to repay such expenses to the
corporation if its is ultimately determined that he or she is not entitled to be
indemnified by the corporation or to the extent the expenses so advanced by the
corporation exceed the indemnification to which he or she is entitled. Such
indemnification provisions do not exclude other indemnification rights to which
a director or officer may be entitled under the corporation's certificate or
articles of incorporation, bylaws, an agreement, a vote of shareholders, or
otherwise. The corporation may also purchase and maintain insurance to provide
indemnification.
The foregoing discussion of indemnification merely summarizes certain
aspects of the indemnification provisions of the Corporation Act and is limited
by reference to the above discussed section of the Corporation Act.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to members of the board of directors, officers, employees,
or persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
Exhibits.
The Exhibits to this registration statement are listed in the Index to Exhibits
on page 6.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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) 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.
(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.
(4) 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
(5) Insofar as indemnification for liabilities under the Securities Act
of 1933 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 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 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 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 Salt Lake City, State of Utah, on the 4th day
of August, 2000.
WASATCH PHARMACEUTICAL, INC.
By /S/ Gary V. Heesch, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary V. Heesch, with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ Gary V. Heesch Chairman of the Board, August 4, 2000
and President and Director
/S/ Craig Heesch Director August 4, 2000
/S/ Robert Arbon Director August 4, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.01 Wasatch Pharmaceutical, Inc.
2000 Non-Qualified Stock Option Plan
5.01 Opinion of Counsel regarding legality
23.01 Consent of Independent Public Accountants
23.02 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney (See Signature Page)
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