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As filed with the Securities and Exchange Commission on February 25, 1997.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2563513
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
160 BROADWAY, NEW YORK, NEW YORK 10038
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(Address of principal executive offices) (Zip Code)
1991 STOCK INCENTIVE PLAN; STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full title of the plan)
MR. STEVEN ROSENBERG, VICE PRESIDENT, COOPER LIFE SCIENCES, INC.
160 BROADWAY, NEW YORK, NEW YORK 10038
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(Name and address of agent for service)
(212) 791-5362
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(Telephone number, including area code, of agent for service)
Copy to:
Harold Schneider, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Per Offering Registra-
to be Registered be Registered Share(1) Price(1) tion Fee
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Common Stock, par 325,000 shares $11.11 $3,610,750 $1,094.17
value $.10
per share(2)
(1) Estimated solely for the purposes of calculating the registration
fee and based (a) as to the 180,000 and 2,500 shares of common stock,
respectively, purchasable upon the exercise of options already granted under the
registrant's 1991 Stock Incentive Plan ("Incentive Plan") and Stock Option Plan
for Non- Employee Directors ("Director Plan"), upon the average price at which
such options may be exercised and (b) as to the remaining shares of common stock
issuable upon exercise of options reserved for issuance under the Incentive Plan
and the Director Plan, respectively, on the basis of the average of the high and
low prices for the common stock as quoted on NASDAQ on February 18, 1997.
(2) Pursuant to Rule 416, there are also being registered additional
shares of common stock as may become issuable pursuant to the anti-dilution
provisions of the Incentive Plan and the Director Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee
Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(1) The registrant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1996;
(2) The description of the registrant's common stock, par
value $.10 per share (the "Common Stock"), contained in the registrant's
Registration Statement filed on Form 8-A as filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description; and
(3) All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which is incorporated by reference modifies or replaces such
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.
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Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.
Article 10 of the registrant's Restated Certificate of
Incorporation, as amended, provides, in substance, that no director shall be
personally liable to the registrant or any of its stockholders for monetary
damages for breach of his or her fiduciary duty as a director except to the
extent such elimination or limitation is prohibited by the Delaware General
Corporation Law. In addition, Article 10 of the registrant's Restated
Certificate of Incorporation and Section 7 of Article VII of the By-Laws of the
registrant provides in substance that, to the fullest extent permitted by
Delaware law, Each director and officer shall be indemnified by the registrant
against reasonable costs and expenses, including attorneys fees, and any
liabilities which he or she may incur in connection with any action to which he
or she may be made a party by reason of his or her having been a director or
officer of the registrant. The indemnification provided by the registrant's
By-Laws and Certificate of Incorporation is not deemed exclusive of or in any
way to limit any other rights which any person seeking indemnification may be
entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description
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4.1 1991 Stock Incentive Plan of the registrant
(the "Plan"), incorporated by reference to
Exhibit 10.14 of the registrant's Annual
Report on Form 10-K for the fiscal year
ended October 31, 1991.
4.2 Stock Option Plan for Non-Employee Directors
of the registrant, incorporated by reference
to Exhibit 10.15 of the registrant's Annual
Report on Form 10-K for the fiscal year
ended October 31, 1991.
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5)
24.1 Powers of Attorney (included on Page
II-5 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;
(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) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is
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contained in periodic reports filed 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.
(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 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to 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 procedures, 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 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 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 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 New York, State of New York, on this 21st day of
February, 1997.
COOPER LIFE SCIENCES, INC.
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(Registrant)
By: /s/ Steven Rosenberg
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Steven Rosenberg
Vice President
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Steven Rosenberg Vice President, Chief February 21, 1997
- ------------------------ Executive Officer, Principal
Steven Rosenberg Financial Officer, Principal
Accounting Officer)
/s/ William Cohen Director February 21, 1997
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William Cohen
/s/ Moses Marx Director February 21, 1997
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Moses Marx
/s/ Randolph B. Stockwell Director February 21, 1997
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Randolph B. Stockwell
</TABLE>
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Exhibit Index
Exhibit No. Description Page
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4.1 1991 Stock Incentive Plan of the
registrant (the "Plan"), incorporated by
reference to Exhibit 10.14 of the regis-
trant's Annual Report on Form 10-K for
the fiscal year ended October 31, 1991.
4.2 Stock Option Plan for Non-Employee
Directors of the registrant,
incorporated by reference to Exhibit
10.15 of the registrant's Annual Report
on Form 10-K for the fiscal year ended
October 31, 1991.
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Tenzer Greenblatt LLP
(included in Exhibit 5)
24.1 Powers of Attorney (included on Page
II-5 of this Registration Statement)
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TENZER GREENBLATT LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 885-5000
CABLE:"TENGRAN NEW YORK"
FACSIMILE:(212) 885-5001
February 21, 1997
Cooper Life Sciences, Inc.
160 Broadway
New York, New York 10038
Gentlemen:
You have requested our opinion with respect to the offering by
you, Cooper life Sciences, Inc., a Delaware corporation (the "Company"),
pursuant to the provisions of the Company's 1991 Stock Incentive Plan (the
"Incentive Plan") and the Company's Stock Option Plan for Non-Employee Directors
(the "Director Plan") and a Registration Statement (the "Registration
Statement") on Form S-8, under the Securities Act of 1933, as amended (the
"Act"), of up to 300,000 shares and 25,000 shares, respectively, (collectively,
the "Shares") of common stock, par value $.10 per share, of the Company,
issuable upon exercise of options granted and eligible for future grant under
the Incentive Plan and the Director Plan, respectively.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of appropriate state
and local officials, and upon representations of an executive officer and agents
of the Company.
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized and, when sold, paid for and issued as
contemplated by the Incentive Plan or the Director Plan, as the case may be, and
the Registration Statement, will be duly and validly issued, fully paid and
nonassessable.
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Cooper Life Sciences, Inc.
February 21, 1997
Page 2
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement, and to the use of our name as your counsel in
connection with the Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby concede that we come within
the categories of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ Tenzer Greenblatt LLP
TENZER GREENBLATT LLP
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CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
We have issued our reports dated December 24, 1996, accompanying the
consolidated financial statements and schedules incorporated by reference or
included in the Annual Report of Cooper Life Sciences, Inc. on Form 10-K for the
year ended October 31, 1996. We hereby consent to the incorporation by reference
of said reports in the Registration Statement of Cooper Life Sciences, Inc. on
Forms S-8.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Parsippany, New Jersey
February 21, 1997
