<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
SYNBIOTICS CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3737816
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
11011 VIA FRONTERA
SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
-----------------------
INTERNATIONAL CANINE GENETICS, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(Full title of the plan)
------------------------
KENNETH E. COHEN
CHIEF EXECUTIVE OFFICER
SYNBIOTICS CORPORATION
11011 VIA FRONTERA, SAN DIEGO, CALIFORNIA 92127
(Name and address of agent for service)
(619) 451-3771
(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 thereafter be effected upon option
exercises effected under the International Canine Genetics, Inc.
Amended and Restated 1992 Stock Option Plan.
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (under
International Canine Genetics, 99,138 (1) $25.17 (2) $943,792.90 (2) $286.00
Inc. Amended and Restated 1992
Stock Option Plan)
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the International Canine Genetics, Inc.
Amended and Restated 1992 Stock Option Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Company's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) and 457(c)
of the Securities Act of 1933, as amended, on the basis that 40,958 options have
an exercise price of $4.49 per share, 11,590 options have an exercise price of
$4.85 per share, 26,084 options have an exercise price of $7.19 per share and
20,506 options have an exercise price of $25.17 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Synbiotics Corporation (the "Company") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-QSB for the periods
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) The Company's Form S-4 Registration Statement, filed with the
Commission on August 16, 1996, as Registration No. 333-10343 (and
all amendments thereto);
(d) The Company's Current Report on Form 8-K, filed with the
Commission on November 25, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
A copy of any of the above documents will be furnished to each participant
in the International Canine Genetics, Inc. Amended and Restated 1992 Stock
Option Plan, without charge, upon written or oral request to the Corporate
Secretary, Synbiotics Corporation, 11011 Via Frontera, San Diego, California
92127, or upon telephoning the Company at (619) 451-3771.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 317 of the California General Corporation Law provides for
the indemnification of officers and directors of the Company against expenses,
judgments, fines and amounts paid in settlement under certain conditions and
subject to certain limitations.
(b) Article VIII, Section 4 of the Bylaws of the Company provides that
the Company shall have the power to indemnify any person who is or was a
director, officer, employee or agent of the Company or any person who is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, subject to certain limitations. The rights to indemnity
thereunder continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of the person. In addition, expenses incurred by a director,
officer, employee or agent in defending a civil or criminal action, suit or
proceeding by reason of the fact that he or she is or was a director, officer,
employee or agent of the Company (or was serving at the Company's request as a
director, officer, employee or agent of another corporation) may be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Company.
<PAGE>
(c) Article Seventh of the Company's Restated Articles of Incorporation
provides that liability of the directors of the Company for monetary damages
shall be eliminated to the fullest extent permissible under California Law.
Article Eighth of the Company's Restated Articles of Incorporation further
provides that the Company is authorized to indemnify agents (as defined in
Section 317 of the California Law) in excess of the indemnification otherwise
permitted by Section 317, subject to the limits set forth in Section 204 of the
California Law.
(d) Pursuant to authorization provided under the Restated Articles of
Incorporation, the Company has entered into indemnification agreements with its
directors and officers. Generally, the indemnification agreements attempt to
provide the maximum protection permitted by California Law as it may be amended
from time to time. Moreover, the indemnification agreements provide for certain
additional indemnification. The indemnification agreements provide for the
Company to advance to the individual any and all reasonable expenses (including
legal fees and expenses) incurred in investigating or defending an action, suit
or proceeding. In order to receive an advance of expenses, the individual must
undertake to repay such advance upon a determination that he or she is not
entitled to indemnification. The Company's Bylaws contain a provision of
similar effect relating to advancement of expenses to a director or officer,
subject to an undertaking to repay if it is ultimately determined that
indemnification is unavailable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4.1 Specimen Stock Certificate.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1 of this Registration Statement on
Form S-8).
23.2 Consent of Price Waterhouse LLP, independent accountants.
23.3 Consent of Coopers & Lybrand L.L.P., independent accountants.
24.1 Power of Attorney. Reference is made to the signature page of this Registration Statement on Form S-8.
99.1(1) International Canine Genetics, Inc. Amended and Restated 1992 Stock Option Plan.
99.2(2) Form of International Canine Genetics, Inc. Grant of Nonstatutory Stock Option under the Amended and
Restated 1992 Stock Option Plan.
99.3(2) Form of International Canine Genetics, Inc. Grant of Incentive Stock Option under the Amended and Restated
1992 Stock Option Plan.
</TABLE>
- -----------------------------------------
(1) Incorporated herein by reference to Exhibit A to International Canine
Genetics, Inc.'s Proxy Statement for Annual Meeting of Stockholders to
be held October 27, 1995 filed with the Securities and Exchange
Commission.
(2) Incorporated herein by reference to Exhibit 10.2 to International
Canine Genetics, Inc.'s Registration Statement on Form S-1 and
amendments thereto as declared effective by the Securities and
Exchange Commission on March 23, 1993.
<PAGE>
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) shall not apply if the
information required to be in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement.
(b) That, for the purpose of determining any liability under the
1933 Act, 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
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this 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.
3. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 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 1933 Act and
will be governed by the final adjudication of such issue.
<PAGE>
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 San Diego, State of California, on this 19th day of
December, 1996.
SYNBIOTICS CORPORATION
By: /s/ KENNETH M. COHEN
------------------------------------
Kenneth M. Cohen
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth M. Cohen and Michael K. Green, or either
of them, as his true and lawful attorneys-in-fact and agents, 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 any Registration Statement
related to this Registration Statement and filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, 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, 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 attorneys-in-fact and agents, or their substitute or substitutes 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ KENNETH M. COHEN
- -------------------------------
Kenneth M. Cohen Chief Executive Officer,
President and Director
(Principal Executive Officer) December 19, 1996
/s/ MICHAEL K. GREEN
- -------------------------------
Michael K. Green Vice President--Finance and
Chief Financial Officer
(Principal Financial Officer) December 19, 1996
/s/ KEITH A. BUTLER
- -------------------------------
Keith A. Butler Corporate Controller
(Chief Accounting Officer) December 19, 1996
/s/ DONALD E. PHILLIPS
- -------------------------------
Donald E. Phillips Chairman of the Board December 19, 1996
/s/ JAMES C. DECESARE
- -------------------------------
James C. DeCesare Director December 19, 1996
/s/ BRENDA D. GAVIN
- -------------------------------
Brenda D. Gavin Director December 19, 1996
/s/ M. BLAKE INGLE
- -------------------------------
M. Blake Ingle Director December 19, 1996
</TABLE>
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT
- ------- --------
<C> <S>
4.1 Specimen Stock Certificate.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP, independent accountants.
23.3 Consent of Coopers & Lybrand L.L.P., independent accountants.
24.1 Power of Attorney. Reference is made to the signature page of this Registration Statement.
99.1(1) International Canine Genetics, Inc. Amended and Restated 1992 Stock Option Plan.
99.2(2) Form of International Canine Genetics, Inc. Grant of Nonstatutory Stock Option under the Amended and Restated 1992 Stock
Option Plan.
99.3(2) Form of International Canine Genetics, Inc. Grant of Incentive Stock Option under the Amended and Restated 1992 Stock
Option Plan.
</TABLE>
- -----------------------------------------
(1) Incorporated herein by reference to Exhibit A to International
Canine Genetics, Inc.'s Proxy Statement for Annual Meeting of
Stockholders to be held October 27, 1995 filed with the Securities
and Exchange Commission.
(2) Incorporated herein by reference to Exhibit 10.2 to International
Canine Genetics, Inc.'s Registration Statement on Form S-1 and
amendments thereto as declared effective by the Securities and
Exchange Commission on March 23, 1993.
<PAGE>
EXHIBIT 4.1
-----------
COMMON STOCK COMMON STOCK
SYNBIOTICS Corporation
NUMBER SHARES
SY
INCORPORATED UNDER THE LAWS SEE REVERSE FOR STATEMENTS RELATING
OF THE STATE OF CALIFORNIA TO RIGHTS, PREFERENCES
PRIVILEGES AND RESTRICTIONS, IF ANY
THIS CERTIFIES THAT CUSIP 871566 10 5
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, OF
SYNBIOTICS CORPORATION
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
Secretary President
COUNTERSIGNED AND REGISTERED:
FIRST INTERSTATE BANK OF CALIFORNIA
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
A statement of the rights, preferences, privileges and restrictions granted to
or imposed upon the respective classes or series of shares and upon the holders
thereof as established, from time to time, by the Articles of Incorporation of
the Corporation and by any certificate of determination, and the number of
shares constituting each class and series and the designations thereof, may be
obtained by the holder hereof upon written request and without charge from the
Secretary of the Corporation at its corporate headquarters.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulation:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-.................Custodian..................
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under the Uniform Gifts to Minors
survivorship and not as tenants Act..........................................
in common
(State)
UNIF TRF MIN ACT - ..........Custodian (until age.........)
...........under Uniform Transfers
(Minor)
to Minors Act.............................
(State)
</TABLE>
Additional abbreviations also may be used though not in the above list.
FOR VALUE RECEIVED, ______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________
| |
|_________________|
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ---------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________
X
----------------------------------------
X
----------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed
By______________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION,
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
<PAGE>
EXHIBIT 5.1
-----------
December 19, 1996
Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127
Re: Synbiotics Corporation Registration Statement on Form S-8
for 99,138 Shares of Common Stock
Ladies and Gentlemen:
In connection with your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 99,138 shares of
Common Stock of Synbiotics Corporation (the "Company") under the International
Canine Genetics, Inc. Amended and Restated 1992 Stock Option Plan, we advise you
that, in our opinion, if and when such shares have been issued and sold (and the
consideration therefor received) pursuant to the provisions of the option
agreements executed under the International Canine Genetics, Inc. Amended and
Restated 1992 Stock Option Plan and in accordance with the Registration
Statement, such shares will be duly-authorized, validly-issued, fully-paid and
non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
------------
Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 15, 1996 appearing on page 11
of Synbiotics Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
PRICE WATERHOUSE LLP
San Diego, California
December 18, 1996
<PAGE>
EXHIBIT 23.3
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report, which includes an explanatory paragraph
regarding the Company's ability to continue as a going concern, dated August 7,
1996 except for Note 4, as to which the date is October 25, 1996, and Note 14,
as to which the date is November 4, 1996 included in the Synbiotics Corporation
Report on Form 8-K, on our audits of the financial statements and financial
statement schedules of International Canine Genetics, Inc. as of June 30, 1995
and 1996, and for the three years in the period ended June 30, 1996, filed with
the Securities and Exchange Commission on November 25, 1996 and our report,
which includes an explanatory paragraph regarding the Company's ability to
continue as a going concern, dated August 7, 1996 appearing in the registration
statement on Form S-4 (SEC File No. 333-10343) of Synbiotics Corporation, on our
audits of the financial statements of International Canine Genetics, Inc. as of
June 30, 1995 and 1996, and for the three years in the period ended June 30,
1996, filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
December 19, 1996
<PAGE>
EXHIBIT 24.1
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Power of Attorney. Reference is made to page II-4 of this Registration
Statement
