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As filed with the Securities and Exchange Commission on August
17, 2000
Registration No. 333-
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 (I.R.S. Employer Identification
incorporation or organization) No.)
1290 Industrial Way
P.O. Box 646
Albany, Oregon 97321
(Address of principal executive offices, including zip code)
SYNTHETECH, INC. 2000 STOCK INCENTIVE PLAN
SYNTHETECH, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
M. ("Sreeni") Sreenivasan
President and Chief Executive Officer
Synthetech, Inc.
1290 Industrial Way
P.O. Box 646
Albany, Oregon 97321
(541) 967-6575
(Name, address and telephone number, including area code, of
agent for service)
______________________
Copies to:
David R. Clarke J. Sue Morgan
Venture Counsel, P.C. Perkins Coie LLP
1230 SW First Avenue, Suite 250 1201 Third Avenue, Suite 4800
Portland, Oregon 97204-3234 Seattle, Washington 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Amount Maximum Maximum Amount
Title of Securities to Be Offering Aggregate of
to Be Registered Registered Price Per Offering Registration
Share Price Fee
(1)
------------------ ---------- ---------- --------- -------------
Common Stock, par
value $0.001 per
share, not subject to
outstanding options
under the:
2000 Stock Incentive
Plan 485,000(2) $2.469(3) $1,197,465.00 $316.13
2000 Employee Stock
Purchase Plan 200,000(3) $2.469(3) $ 493,800.00 $130.36
Common Stock, par
value $0.001 per
share, subject to
outstanding options
under the 2000 Stock
Incentive Plan 15,000 $3.13(4) $ 46,950.00 $ 12.40
--------- ------------- -------
TOTAL 700,000 $1,738,215.00 $458.89
(1) Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to the plans as the result of any future stock split, stock
dividend, spin-off, combination or exchange of
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shares, recapitalization, merger, consolidation, distribution to
shareholders other than a normal cash dividend or similar
adjustment to the Registrant's outstanding Common Stock.
(2) Prior Form S-8 Registration Statement filed with the Securities
and Exchange Commission on November 29, 1995 (File No. 033-64621)
has been post-effectively amended to provide that (a) any shares
authorized but not issued or subject to outstanding awards under
the Registrant's 1995 Incentive Compensation Plan and its Amended
and Restated 1990 Stock Option Plan (the "Prior Plans") and (b)
any shares subject to outstanding awards under the Prior Plans
that cease to be subject to such awards (other than by reason of
exercise or payment of the awards to the extent they are
exercised for or settled in vested and nonforfeitable shares), up
to an aggregate maximum of 893,450 shares, will no longer be
available for issuance under the Prior Plans but will now be
available for issuance under the Registrant's 2000 Stock
Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based on the average of the high ($2.813) and low
($2.125) sales prices for the Common Stock on August 15, 2000, as
reported for such date on the Nasdaq National Market.
(4) Computed pursuant to Rule 457(h) under the Securities Act of
1933, as amended. The proposed maximum offering price of $3.13
represents the exercise price of currently outstanding options
under the 2000 Stock Incentive Plan.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the
year ended March 31, 2000, filed on June 5, 2000, which contains
audited financial statements for the most recent fiscal year for which
such statements have been filed;
(b) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed
on November 8, 1984, under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendments
or reports filed for the purpose of updating such description; and
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report on Form 10-K referred to above.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof, and
prior to the filing of a post-effective amendment which indicates that
the securities offered hereby have been sold or which deregisters the
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 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation, the Registrant is subject to the laws
of the state of Oregon governing private corporations and the
exculpation from liability and indemnification provisions contained in
the Oregon Revised Statutes (the "ORS"). Section 60.391 of the ORS
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 ORS, 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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Item 8. EXHIBITS
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<S> <C> <C>
Exhibit
Number Description
5.1 Opinion of Perkins Coie LLP regarding
legality of the Common Stock being
registered
23.1 Consent of Arthur Andersen LLP (Independent
Accountants)
23.2 Consent of Perkins Coie LLP (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Synthetech, Inc. 2000 Stock Incentive Plan
99.2 Synthetech, Inc. 2000 Employee Stock
Purchase Plan
</TABLE>
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;
(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 (1)(i) and (1)(ii) 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 Section 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
benefit 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.
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(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
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
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all 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 the 17th day of August, 2000.
SYNTHETECH, INC.
/s/ M. ("SREENI") SREENIVASAN
By:M. ("Sreeni") Sreenivasan
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes M.
Sreenivasan and Charles B. Williams, or either of them, as attorneys-
in-fact with full power of substitution, to execute in the name and on
the 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 17th day of August, 2000.
Signature Title
/s/ M. ("SREENI") SREENIVASAN President, Chief Executive Officer
M. ("Sreeni") Sreenivasan and Director
(Principal Executive Officer)
/s/ CHARLES B. WILLIAMS Vice President of Finance and
Charles B. Williams Administration, Chief Financial
Officer and Director (Principal
Financial and Accounting Officer)
/s/ PAUL C. AHRENS Chairman of the Board
Paul C. Ahrens
/s/ HOWARD L. FARKAS Director
Howard L. Farkas
/s/ EDWARD M. GILES Director
Edward M. Giles
/s/ PAGE E. GOLSAN, III Director
Page E. Golsan, III
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INDEX TO EXHIBITS
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<CAPTION>
<S> <C> <C>
Exhibit
Number Description
------ -----------
5.1 Opinion of Perkins Coie LLP regarding
legality of the Common Stock being
registered
23.1 Consent of Arthur Andersen LLP (Independent
Accountants)
23.2 Consent of Perkins Coie LLP (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Synthetech, Inc. 2000 Stock Incentive Plan
99.2 Synthetech, Inc. 2000 Employee Stock
Purchase Plan
</TABLE>
