As Filed with the Securities and Exchange Commission on May 23, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SPECTRASCIENCE, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1448837
(State of Incorporation) (I.R.S. Employer Identification Number)
5909 BAKER ROAD, SUITE 580, MINNETONKA, MN 55345. TEL: (612) 931-9000
(Address, Including Zip Code, and Telephone Number of
Registrant's Principal Executive Offices)
SPECTRASCIENCE, INC.
1991 STOCK PLAN
(Full title of the Plan)
Copy To:
BRIAN T. MCMAHON KENNETH L. CUTLER
President and Chief Executive Officer Dorsey & Whitney LLP
SpectraScience, Inc. Pillsbury Center South
5909 Baker Road, Suite 580, 220 South Sixth Street
Minnetonka, MN 55345. Minneapolis, MN 55402-1498
Tel: (612) 931-9000 Tel: (612) 340-2740
(Name, Address, and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount Proposed Maximum Proposed Maximum Amount of
be to be Offering Price Per Share Aggregate Offering Price Registration Fee
Registered Registered (1) (1)
<S> <C> <C> <C> <C>
Common Stock,
$.25 par value 500,000 $9.50 $4,750,000 $1,637.93
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based
upon the average of the bid and asked prices on the OTC Bulletin Board on
May 21, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction (E) to Form S-8, SpectraScience, Inc.
(the "Company") hereby incorporates the contents of its earlier Registration
Statements on Form S-8, as filed with the Securities and Exchange Commission on
February 5, 1992 (Registration No. 33-45523) (with respect to 325,000 shares of
the Company's Common Stock) and September 28, 1995 (Registration No. 33-63047)
(with respect to 675,000 shares of the Company's Common Stock), relating to the
SpectraScience, Inc. 1991 Stock Plan (the "Plan"), by reference into this
Registration Statement. The securities being registered hereunder reflect the
reservation of an additional 500,000 shares of the Company's Common Stock, $.25
par value per share, for issuance under the Plan, which reservation was duly
approved by the shareholders of the Company at a meeting held on March 28, 1996.
Item 8. Exhibits.
3.1 Articles of Incorporation of the Company, as amended to date
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-KSB, as amended, for the fiscal year ended December
31, 1995, File No. 0-13092).
3.2 Bylaws of the Company, as amended to date (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-KSB, as amended,
for the fiscal year ended December 31, 1995, File No. 0-13092)
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24 Power of Attorney (included in Part II of the Registration Statement
under the caption "Signatures")
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 Minnetonka, Minnesota on May 23, 1996.
SPECTRASCIENCE, INC.
By: /S/ BRIAN T. MCMAHON
-------------------------------------
BRIAN T. MCMAHON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints Brian T.
McMahon and Ching-Meng Chew, and each of them, as 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 execute
and cause to be filed with the Securities and Exchange Commission any and all
amendments (including pre-effective and post-effective amendments) to this
Registration Statement, with exhibits thereto and other documents in connection
therewith, 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, as fully as to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their or his substitutes or substitute may lawfully do or cause to be
done by virtue thereof.
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.
Signature Title Date
/S/ BRIAN T. MCMAHON President, Chief Executive Officer May 23, 1996
- --------------------------- and Director
Brian T. McMahon (Principal Executive Officer)
/S/ CHING-MENG CHEW Vice President Finance and May 23, 1996
- --------------------------- Administration, Chief Financial
Ching-Meng Chew Officer, Treasurer, Secretary
(Principal Financial and Accounting
Officer)
/S/ HENRY M. HOLTERMAN Director May 23, 1996
- ---------------------------
Henry M. Holterman
/S/ NATHANIEL S. THAYER Director May 23, 1996
- ---------------------------
Nathaniel S. Thayer
EXHIBIT INDEX
Exhibit Description
3.1 Articles of Incorporation of the Company, as amended to date
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-KSB, as amended for the fiscal year ended December
31, 1995, File No. 0-13092)
3.2 Bylaws of the Company, as amended to date (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-KSB, as amended,
for the fiscal year ended December 31, 1995, File No. 0-13092)
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24 Power of Attorney (included in Part II of the Registration Statement
under the caption "Signatures")
Exhibit 5
[LETTERHEAD OF DORSEY & WHITNEY LLP]
May 23, 1996
SpectraScience, Inc.
5909 Baker Road, Ste. 580
Minnetonka, MN 55345
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you
intend to file with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the purpose of registering an additional
500,000 shares (the "Shares") of Common Stock, par value $.25 per share, of
SpectraScience, Inc. (the "Company"), which may be issued pursuant to the
SpectraScience, Inc. 1991 Stock Plan (the "Plan"). We have examined such
documents and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, assuming that the
purchase price for the Shares is at least equal to the par value of the Shares,
the Shares that will be originally issued in connection with the Plan, when
issued and paid for in accordance with the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ DORSEY & WHITNEY LLP
KLC
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the SpectraScience, Inc. 1991 Stock Plan of
our report dated January 19, 1996, with respect to the financial statements of
SpectraScience, Inc. included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1995, as amended, as filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Minneapolis, Minnesota
May 23, 1996
