As filed with the Securities and Exchange Commission on November 7, 2000
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDTOX SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
95-3863205
(I.R.S. Employer Identification No.)
402 West County Road D, St. Paul, Minnesota 55112
(Address of principal executive offices) (Zip Code)
MEDTOX Scientific, Inc. Restated Equity Compensation Plan
MEDTOX Scientific, Inc. Qualified Employee Stock Purchase Plan
MEDTOX Scientific, Inc. Non-Employee Director Plan
(Full title of the plans)
James B. Lockhart Copy to: Robert R. Ribeiro, Esq.
MEDTOX Scientific, Inc. Fredrikson & Byron, P.A.
402 West County Road D 1100 International Centre
St. Paul, Minnesota 55112 900 Second Avenue South
(651) 286-6225 Minneapolis, Minnesota 55402
(612) 347-7184
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
maximum
Proposed maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered registered per share (2) price (2) fee
---------------- ---------- -------------- --------- ----------
Common Stock,par value 700,964(1) $12.04 $8,439,606 $2,229.74
$0.15 per share
(1) (a) Includes 560,964 shares available for issuance under the MEDTOX
Scientific, Inc. Restated Equity Compensation Plan.
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(b) Includes 125,000 shares issuable under the MEDTOX Scientific, Inc.
Qualified Employee Stock Purchase Plan.
(c) Includes 15,000 shares available for issuance under the MEDTOX
Scientific, Inc. Non-Employee Director Plan.
This registration statement also covers such additional number of
shares as may be required in the event of a stock split, stock
dividend, recapitalization, reorganization, merger, consolidation or
other similar event.
(2) Solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c). The Proposed Maximum Offering
Price Per Share and Proposed Maximum Aggregate Offering Price are based
upon (i) with respect to 386,821 shares that may be acquired pursuant
to stock options granted under the MEDTOX Scientific, Inc. Restated
Equity Compensation Plan, and the 15,000 shares that may be acquired
pursuant to options granted under the MEDTOX Scientific, Inc.
Non-Employee Director Plan, the weighted average price at which such
stock options may be exercised, (ii) with respect to 28,444 shares
issued under the MEDTOX Scientific, Inc. Qualified Employee Stock
Purchase Plan, the weighted average price at which such shares were
purchased, and (iii) with respect to the remaining 288,199 shares that
may be issuable from time to time after the date hereof under the three
Plans, $11.75 per share, which represents the average of the high and
low prices of the Common Stock as reported on the American Stock
Exchange on November 3, 2000.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:
o our annual report on Form 10-K for the year ended December 31, 1999;
o our quarterly reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000; and
o the description of our common stock contained in our registration
statement on Form 8-A and any amendment or report filed for the
purpose of updating the description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered by this registration statement have been
sold, or deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective dates of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes
a corporation's board of directors to grant indemnity to directors and officers
in terms sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act.
As permitted by the DGCL, our certificate of incorporation provides
that we shall indemnify our directors, officers, employees and agents to the
fullest extent permitted by the DGCL. As permitted by the DGCL, our certificate
of incorporation also includes a provision that eliminates the personal
liability of our directors for monetary damages for breach of the director's
fiduciary duty, except for liability (1) for any breach of the director's duty
of loyalty to us or our stockholders; (2) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law; (3)
under Section 174 of the DGCL regarding payments of dividends, stock purchases
or redemptions which are unlawful; or (4) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
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Item 8. Exhibits.
--------
4.1 Medtox Scientific, Inc. Restated Equity Compensation Plan.
4.2 Medtox Scientific, Inc. Qualified Employee Stock Purchase
Plan.
4.3 Medtox Scientific, Inc. 1991 Non-Employee Director Plan.
5.1 Opinion of Fredrikson & Byron, P.A.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Fredrikson & Byron, P.A. (contained in Exhibit 5.1
to this registration statement).
24.1 Power of Attorney (included in the signature page of this
registration statement).
Item 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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Feel, table in the effective
registration statement; and
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE>
(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.
(b) The undersigned registrant hereby undertakes 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 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 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 Securities 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 other
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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on November 3, 2000.
MEDTOX Scientific, Inc.
By: /s/ Richard J. Braun
---------------------------------------
Richard J. Braun
President, CEO and Director
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Richard J.
Braun and James B. Lockhart, and each of them, as his or her true and lawful
attorney-in fact and agent, with full power and substitution, to sign on his or
her behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his or her substitutes,
shall do or cause to be done by virtue hereof.
Signatures Title Date
/s/ Richard J. Braun President, CEO and Director November 3, 2000
------------------------
Richard J. Braun
/s/ James B. Lockhart Vice President of Finance, November 3, 2000
------------------------ Chief Financial Officer
James B. Lockhart & Secretary
/s/ Miles E. Efron Director November 3, 2000
-----------------------
Miles E. Efron
/s/ James W. Hansen Director November 3, 2000
----------------------
James W. Hansen
/s/ Brian Johnson Director November 3, 2000
---------------------
Brian Johnson
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EXHIBIT INDEX
4.1 Medtox Scientific, Inc. Restated Equity Compensation Plan.
4.2 Medtox Scientific, Inc. Qualified Employee Stock Purchase Plan.
4.3 Medtox Scientific, Inc. 1991 Non-Employee Director Plan.
5.1 Opinion of Fredrikson & Byron, P.A.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Fredrikson & Byron, P.A. (contained in Exhibit 5.1
to this registration statement).
24.1 Power of Attorney (included in the signature page of this
registration statement).
