As Filed with the Securities and Exchange Commission on April 10, 1998.
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)
3650 Annapolis Lane, Suite 101, Minneapolis, Minnesota 55447-5434.
Tel: (612) 509-9999
(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
Chairman and Chief Executive Officer Dorsey & Whitney LLP
SpectraSCIENCE, Inc. Pillsbury Center South
3650 Annapolis Lane, Suite 101 220 South Sixth Street
Minneapolis, Minnesota 55447-5434 Minneapolis, Minnesota 55402-1498
Tel: (612) 509-9999 Tel: (612) 340-2740
(Name, Address, and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Per Aggregate Offering Registration Fee
Registered Registered Share(1) Price(1)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.25 par value 140,000 shares $5.5625 $778,750.00 $229.73
- --------------------------------------------------------------------------------------------
</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 high and low prices of $5.75 and $5.375,
respectively, on the Nasdaq Small-Cap Market on April 7, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction (E) to Form S-8, this Registration
Statement relates to the registration of an additional 140,000 shares of Common
Stock, $.25 par value per share ("Common Stock") of SpectraSCIENCE, Inc. (the
"Company") under the SpectraSCIENCE, Inc. 1991 Stock Plan (the "Plan"), a
stock-based employee benefit plan for which the Company registered 500,000
shares of Common Stock under a Registration Statement filed with the Securities
and Exchange Commission (the "Commission") on May 23, 1996 (File No. 333-04393),
675,000 shares of the Common Stock under a Registration Statement filed with the
Commission on September 28, 1995 (File No. 33-63047), and 325,000 shares of the
Common Stock under a Registration Statement filed with the Commission on
February 5, 1992 (File No. 33-45523), the contents of each of which (including
any post-effective amendments thereto) are hereby incorporated by reference
herein.
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, 1996, 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)
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24.1 Power of Attorney (included in Part II of the Registration Statement under
the caption "Signatures")
Page 2
<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 Minneapolis, Minnesota on April 10, 1998.
SpectraSCIENCE, Inc.
By: /s/ Brian T. McMahon
--------------------------------
Brian T. McMahon
Chairman 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,
Chester E. Sievert, Jr. 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Brian T. McMahon Chairman, Chief Executive Officer April 10, 1998
- ---------------------------- and Director
Brian T. McMahon (Principal Executive Officer)
/s/ Chester E. Sievert, Jr. President and Chief Operating Officer April 10, 1998
- ----------------------------
Chester E. Sievert, Jr.
/s/ Ching-Meng Chew Vice President Finance and April 10, 1998
- ---------------------------- Administration, Chief Financial Officer
Ching-Meng Chew Treasurer, and Corporate Secretary
(Principal Financial and Accounting
Officer)
/s/ Henry M. Holterman Director April 10, 1998
- ----------------------------
Henry M. Holterman
/s/ Nathaniel S. Thayer Director April 10, 1998
- ----------------------------
Nathaniel S. Thayer
</TABLE>
Page 3
<PAGE>
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, 1996, 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)
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24.1 Power of Attorney (included in Part II of the Registration Statement
under the caption "Signatures")
Exhibit 5.1
[LETTERHEAD OF DORSEY & WHITNEY LLP]
April 10, 1998
SpectraSCIENCE, Inc.
3650 Annapolis Lane, Suite 101
Minneapolis, MN 55447-5434
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 140,000
shares of Common Stock, par value $.25 per share (the "Shares"), 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.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
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 February 13, 1998, except for Note 8, as to which the date is March 26,
1998, with respect to the financial statements of SpectraSCIENCE, Inc., included
in its Annual Report on Form 10-KSB for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 10, 1998
