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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
SYNTHETECH, INC.
(Exact name of Registrant as specified in its charter)
Oregon 84-0845771
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
1290 Industrial Way
Albany, Oregon 97321
(Address of principal executive offices, including zip code)
SYNTHETECH, INC. AMENDED AND RESTATED 1990 STOCK OPTION PLAN
SYNTHETECH, INC. 1995 INCENTIVE COMPENSATION PLAN
(Full titles of the plans)
M. SREENIVASAN
President and Chief Executive Officer
SYNTHETECH, INC.
1290 Industrial Way
Albany, Oregon 97321
(503) 967-6575
(Name, address and telephone number, including
area code, of agent for service)
______________________
Copies to:
DAVID R. CLARKE SEHAR S. AHMAD
VENTURE COUNSEL P.C. PERKINS COIE
1230 S.W. First Avenue, Suite 250 1211 S.W. FIFTH AVENUE, SUITE 1500
Portland, OR 97204 Portland, OR 97204
______________________
CALCULATION OF REGISTRATION FEE
Titles of Amount to Be Proposed Proposed Maximum Amount of
Securities to Registered(1) Maximum Aggregate Offering Registration
Be Registered Offering Price(2) Fee
Price Per
Share(2)
Common Stock, $4.3125 $8,732,467.50 $3,011.20
par value $.001
per share:
Amended and Restated
1990 Stock Option
Plan 61,460
1995 Incentive
Compensation Plan 1,963,460
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Registrant's Amended and Restated 1990 Stock Option Plan and 1995
Incentive Compensation Plan, as the result of any future stock split,
stock dividend or similar adjustment of the outstanding Common Stock of
the Registrant.
(2) Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended
(the "Securities Act"), solely for the purpose of calculating the amount
of the registration fee. The price per share is estimated to be $4.3125
based on the average of the bid and asked quoted for the Common Stock in
the over-the-counter market on November 24, 1995, as reported on NASDAQ.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended March 31, 1995;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Prospectus
referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in
the registration statement on Form 8-A filed with the Securities and Exchange
Commission on November 8, 1984, under Section 12(g) of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered
hereby then remaining unsold, shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof commencing
on the respective dates on which such documents are filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation, the Registrant is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and
indemnification provisions contained therein. Section 60.391 of the OBCA
allows corporations to indemnify their directors and officers against
liability where the director or officer has acted in good faith and with a
reasonable belief that actions taken were in the best interests of the
corporation or at least not opposed to the corporation's best interests and,
if in a criminal proceeding, the individual had no reasonable cause to
believe the conduct in question was unlawful. Under the OBCA, corporations
may not indemnify against liability in connection with a claim by or in the
right of the corporation or for any improper personal benefit, in which the
director or officer was adjudged liable to the Company. Section 60.394 of
the OBCA mandates indemnification for all reasonable expenses incurred in the
successful defense of any claim made or threatened whether or not such claim
was by or in the right of the corporation. Finally, pursuant to the OBCA
Section 60.401, a court may order indemnification in view of all the relevant
circumstances whether or not the director or officer met the good faith and
reasonable belief standards of conduct set out in OBCA Section 60.391.
Article 8 of the Registrant's Articles of Incorporation and Section 10
of the Registrant's Bylaws permits the indemnification of its directors,
officers, employees and other agents to the fullest extent not prohibited by
the OBCA. The Registrant has also entered into Indemnification Agreements
with certain of its directors and officers.
Item 8. EXHIBITS
Exhibit
Number Description
- ------- -----------------------------------------------------------------
5.1 Opinion of Venture Counsel P.C. regarding legality of the Common
Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Venture Counsel P.C. (included in opinion filed as
Exhibit 5.1)
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24.1 Power of Attorney (see Signature Page)
*99.1 Synthetech, Inc. Amended and Restated 1990 Stock Option Plan
#99.2 Synthetech, Inc. 1995 Incentive Compensation Plan
___________________________________________
* Incorporated by reference to Exhibit A to the definitive copy of the
Registrant's Proxy Statement for the 1990 Annual Meeting of
Shareholders, dated October 23, 1990.
# Incorporated by reference to Exhibit 10.13 filed with the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1995.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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
(c) 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 (1)(a) and (1)(b) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 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.
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SIGNATURES
The Registrant. 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 Albany, State of
Oregon, on November 27, 1995.
SYNTHETECH, INC.
By: /s/ M. SREENIVASAN
M. Sreenivasan
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints M. Sreenivasan or Charles B. Williams, and each of them, with
full power of substitution and full power to act without the other, as his or
her true and lawful attorney-in-fact and agent to act in his or her name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on November 27, 1995.
Signature Title
/s/ M. SREENIVASAN President, Chief Executive Officer and
M. Sreenivasan Director (Principal Executive Officer)
/s/ PAUL C. AHRENS Chairman of the Board
Paul C. Ahrens
/s/ CHARLES B. WILLIAMS
Charles B. Williams Vice President of Administration and
Finance (Principal Financial Officer
and Principal Accounting Officer)
/s/ HOWARD L. FARKAS Director
Howard L. Farkas
/s/ PAGE E. GOLSAN, III Director
Page E. Golsan, III
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Venture Counsel P.C. regarding legality of the Common
Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Venture Counsel P.C. (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
*99.1 Synthetech, Inc. Amended and Restated 1990 Stock Option Plan
#99.2 Synthetech, Inc. 1995 Incentive Compensation Plan
__________________________________
* Incorporated by reference to Exhibit A to the definitive copy of the
Registrant's Proxy Statement for the 1990 Annual Meeting of
Shareholders, dated October 23, 1990.
# Incorporated by reference to Exhibit 10.13 filed with the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1995.
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November 27, 1995
Synthetech, Inc.
1290 Industrial Way
Albany, Oregon 97321
Re: 2,024,920 Shares of Common Stock ($.001 par value) of Synthetech, Inc.
(the "Company")
Gentlemen and Ladies:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 2,024,920 shares of
Common Stock, $.001 par value (the "Shares"), 61,460 of which are to be
issued pursuant to the Synthetech, Inc. Amended and Restated 1990 Stock
Option Plan and 1,963,460 of which are to be issued pursuant to the
Synthetech, Inc. 1995 Incentive Compensation Plan (collectively, the "Plans).
We have examined the Registration Statement and such documents and records of
the Company and other documents as we have deemed necessary for the purpose
of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that will be issued upon the exercise of stock options granted
pursuant to the Plans have been duly authorized and that, upon the due
execution by the Company and the registration by its registrars of the
Shares, issuance thereof by the Company and receipt of the consideration
therefor in accordance with the terms of the Plans, the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ VENTURE COUNSEL P.C.
Venture Counsel P.C.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 pertaining to the
Synthetech, Inc. Amended and Restated 1990 Stock Option Plan and the
Synthetech, Inc. 1995 Incentive Compensation Plan of our report dated May 11,
1995 incorporated by reference in Synthetech, Inc.'s Form 10-KSB for the year
ended March 31, 1995 and to all references to our firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Portland, Oregon
November 28, 1995
