As filed with the Securities and Exchange Commission on July 28, 2000.
Registration No. 333- ___
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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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CYANOTECH CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-1206026
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
73-4460 Queen Kaahumanu Highway, Suite 102, Kailua-Kona, Hawaii 96740 (808)
326-1353 (Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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CYANOTECH CORPORATION
1995 STOCK OPTION PLAN
(Full title of the plan)
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RONALD P. SCOTT
Executive Vice President & Chief Financial Officer
Cyanotech Corporation
73-4460 Queen Kaahumanu Highway, Suite 102, Kailua-Kona, Hawaii 96740 (808)
326-1353 (Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
E. LAURENCE GAY, ESQ.
Goodsill Anderson Quinn & Stifel
1099 Alakea Street
Honolulu, HI 96813
(808) 547-5600
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of each Class of Registered(1) Per Share(2) Price(2) Registration
Securities to be Registered Fee(1)
----------------------------------------- ------------------- ------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 sh. $1.77 $708,000 $187
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(1) Shares of Common Stock reserved under the 1995 Stock Option Plan that were
registered previously on Registration No. 33-63789 on Form S-8 are not
included.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock as quoted on the NASDAQ National Market on July
24, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
I. Plan Information.*
II. Registrant Information and Employee Plan Annual Information.
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* 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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year
ended March 31, 2000.
(b) The Registrant's Proxy Statement filed with the
Commission on July 10, 2000 (except for the Compensation
and Stock Option Committee Report included therein).
(c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement
filed by the Registrant with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), including any amendments or
reports filed for the purpose of updating such
description.
All documents filed by the Registrant and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 date
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.
The Nevada Private Corporation Law ("NPCL") provides that
a corporation may indemnify any person who was or is a party or is threatened
to be made a party, by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to (x) any action or suit
by or in the right of the corporation against expenses, including amounts paid
in settlement and attorneys' fees, actually and reasonably incurred, in
connection with the defense or settlement believed to be in, or not opposed to,
the best interests of the corporation, except that indemnification may not be
made for any claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction to be liable to the corporation or
for amounts paid in settlement to the corporation and (y) any other action or
suit or proceeding against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement, actually and reasonably incurred, if he or she
acted in good faith and in a manner which he or she reasonably believed to be
in, or not opposed to, reasonable cause to believe his or her conduct was
unlawful. To the extent that a director, officer, employee or agent has been
"successful on the merits or otherwise" the corporation must indemnify such
person. The articles of incorporation or bylaws may provide that the expenses of
officers and directors incurred in defending any such action must be paid as
incurred and in advance of the final disposition of such action. The NPCL also
permits the Registrant to purchase and maintain insurance on behalf of the
Registrant's directors and officers against any liability arising out of their
status as such, whether or not Registrant would have the power to indemnify him
against such liability. These provisions may be sufficiently broad to indemnify
such persons for liabilities arising under the Securities Act.
The Company's Bylaws provide that the Company shall, to the
fullest extent permitted by applicable law, indemnify any director or officer of
the Company in connection with certain actions, suits or proceedings, against,
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred. The Company is also required to pay
any expenses incurred by a director or officer in defending such an action, in
advance of the final disposition of such action. The Company's Bylaws further
provide that, by resolution of the Board of Directors, such benefits may be
extended to employees, agents or other representatives of the Company.
The NPCL provides that a corporation's articles of
incorporation may contain a provision which eliminates or limits the personal
liability of a director or officer to the corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, provided that
such a provision must not eliminate or limit the liability of a director or
officer for: (a) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or (b) the payment of illegal distributions. The
Company's Restated Articles of Incorporation include a provision eliminating the
personal liability of directors for breach of fiduciary duty except that such
provision will not eliminate or limit any liability which may not be so
eliminated or limited under applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 1995 Stock Option Plan, as amended.
5.1 Opinion of Woodburn and Wedge.
23.1 Consent of KPMG LLP Independent Certified Public Accountants
23.2 Consent of Woodburn and Wedge (see Exhibit 5.1).
24.1 Power of Attorney (included on Page II-4 herein).
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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 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.
(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 herein, and the
offering of such securities at that time shall 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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 Kailua-Kona, Hawaii, on July 28, 2000.
CYANOTECH CORPORATION
By:/s/ Gerald R. Cysewski
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Gerald R. Cysewski
Chief Executive Officer, President
and Chairman of the Board
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints each of Ronald P. Scott and Gerald R.
Cysewski, with the power of substitution, his attorney-in-fact, to sign any
documents relating to this Registration Statement, including all amendments to
this Registration Statement (including post-effective amendments), and to file
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or their substitutes, may do or cause to be done by
virtue thereof.
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.
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SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ Gerald R. Cysewski Chairman of the Board, July 28, 2000
---------------------- President, Chief Executive Officer and Director
Gerald R. Cysewski
/s/ Ronald P. Scott Executive Vice President, Finance and July 28, 2000
---------------------- Administration, Chief Financial Officer, Chief
Ronald P. Scott Accounting Officer and Director
/s/ Eric H. Reichl Director July 28, 2000
----------------------
Eric H. Reichl
/s/ John T. Waldron Director July 28, 2000
----------------------
John T. Waldron
/s/ Paul C. Yuen Director July 28, 2000
----------------------
Paul C. Yuen
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
<S> <C> <C>
4.1 1995 Stock Option Plan, as amended
5.1 Opinion of Woodburn and Wedge
23.1 Consent of KPMG LLP Independent Certified Public Accountants
23.2 Consent of Woodburn and Wedge (see Exhibit 5.1)
24.1 Power of Attorney (included on page II-4 herein)
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