As filed with the Securities and Exchange Commission on
August 2, 1996
SEC Registration No. 33-42425
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(SEC NO. 33-42425)
HAUSER CHEMICAL RESEARCH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 83-3275863
(State or Other Juris- (IRS Employer
diction of Incorporation) Identification Number)
5555 Airport Boulevard
Boulder, CO 80301
Address of Principal
Executive Offices
HAUSER CHEMICAL RESEARCH, INC.
1987 NON-STATUTORY STOCK OPTION PLAN
(Full Title of Plan)
Dean P. Stull
Chairman of the Board and
Principal Executive Officer
HAUSER CHEMICAL RESEARCH, INC.
5555 Airport Boulevard
Boulder, CO 80301
(303) 443-4662
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to
Laurie P. Glasscock, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Each Shares Maximum Aggregate Amount of
Class of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share <F1> Price <F1> Fee
Common Stock
<C> <C> <C> <C> <C>
($.01 Par Value) 60,000 $5.75 $345,000.00 $118.97
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee. Computed pursuant to Rule
457(c) using the average of the high and low prices for the Registrant's Common Stock as quoted on the
NASDAQ National Market System on July 8, 1996.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The shares registered hereunder are in addition to the 658,720
shares of the Registrant's Common Stock to be issued pursuant
to the Hauser Chemical Research, Inc. 1987 Non-Qualified Stock
Option Plan were registered under Registration Statement No.
33-42425 on Form S-8, the contents of which are incorporated
herein by reference.
Item 8. Exhibits
Exhibit No. Description of Exhibit
4.3 1987 Incentive Stock Option Plan, filed with
33-42425, incorporated by reference
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C.
(included in Exhibit 5.1)
23.2 Independent Auditors' Consent
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) 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. For the purpose of determining any liability
under the Securities Act of 1933, each 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.
(b) 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.
(c) for the 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.
(d) 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 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.
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 Boulder, State of Colorado on July
__, 1996.
HAUSER CHEMICAL RESEARCH, INC.
By:
Dean P. Stull,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated:
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ Dean P. Stull Chairman of the Board of Directors, July 25, 1996
Dean P. Stull Chief Executive Officer, President
and a Director (Principal Executive Officer)
/s/ Randall J. Daughenbaugh Chief Technical Officer and a Director July 25, 1996
Randall J. Daughenbaugh
/s/ David I. Rosenthal Chief Financial Officer and July 25, 1996
David I. Rosenthal Treasurer (Principal Financial
and Accounting Officer)
/s/ William E. Coleman Director July 25, 1996
William E. Coleman
/s/ Stanley J. Cristol Director July 25, 1996
Stanley J. Cristol
/s/ Ray L. Hauser Director July 25, 1996
Ray L. Hauser
/s/ Christopher W. Roser Director July 25, 1996
Christopher W. Roser
/s/ Robert F. Saydah Director July 25, 1996
Robert F. Saydah
/s/ Bert M. Tolbert Director July 25, 1996
Bert M. Tolbert
/s/ Willem A. Maas Director July 25, 1996
Willem A. Maas
</TABLE>
<PAGE>
EXHIBIT INDEX
Sequential
Page
Exhibit No. Description of Exhibit
Number
4.1 1987 Incentive Stock Option Plan, filed as an Exhibit
to Form S-8, Registration No. 33-42425, incorporated
herein by reference
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C.1
23.2 Independent Auditors' Consent
____________________
(1) Included in Exhibit 5.1
EXHIBIT 5.1
July 31, 1996
Board of Directors
Hauser Chemical Research, Inc.
5555 Airport Road
Boulder, CO 80301
Re: Amendment No. 1 to Registration Statement on Form S-8
Gentlemen:
We are counsel for Hauser Chemical Research, Inc., a Delaware
corporation (the "Company"), in connection with an amendment
to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the United States Securities and
Exchange Commission, pursuant to the Securities Act of 1933,
as amended. The Registration Statement covers a proposed
offering of an additional 60,000 shares of the Company's
Common Stock to be issued pursuant to the Hauser Chemical
Research, Inc. 1987 Non-Qualified Stock Option Plan. A
registration statement on Form S-8 (Registration Statement No.
33-42425) was previously filed and is currently in effect with
respect to 658,720 shares to be issued under the Plan.
In connection with our representation of the Company, we are
of the opinion that:
1. The Company has been duly incorporated under the Delaware
Corporation Law, and is validly existing as a corporation
in good standing under the laws of that state.
2. The 60,000 additional shares of common stock proposed to
be sold pursuant to this offering will, upon the purchase,
receipt of full payment, issuance and delivery of such
shares in accordance with the terms of the offering
described in such amendment to the Registration Statement,
be duly validly authorized, legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to
Amendment No. 1 to the Registration Statement.
Sincerely,
/s/
Laurie P. Glasscock, Esq.
LPG:rdm
cc: Ms. Patricia Roberts, Hauser Chemical Research, Inc.
Mr. David Rooney, Deloitte & Touche
NASDAQ
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this
Registration Statement of Hauser Chemical Research, Inc. on
Form S-8 of our report dated July 15, 1996, appearing in the
Annual Report on Form 10-K of Hauser Chemical Research, Inc.,
for the year ended April 30, 1996.
/s/
DELOITTE & TOUCHE LLP
Denver, Colorado
July 24, 1996
