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As filed with the Securities and Exchange Commission on January 25, 1996
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Isco, Inc.
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(Exact name of registrant as specified in its charter)
Nebraska 47-0461807
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4700 Superior Street, Lincoln, Nebraska 68504
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(Address of Principal Executive Offices) (ZIP Code)
Directors' Deferred Compensation Plan
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(Full title of the plan or written contract)
Philip M. Wittig
4700 Superior Street, Lincoln, Nebraska 68504
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (402)464-0231
Approximate date of proposed commencement of sales pursuant to the plan: as
soon as practicable after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common Stock 50,000 shares $9.44 $472,000 $162.76
$.10 par value
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(1) Estimated pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act
of 1933, as amended (the "Securities Act") solely for purposes of
calculating the registration fee. The price is based upon the average of
the high and low prices of Isco, Inc. Common Stock on January 18, 1996, as
reported on the National Association of Securities Dealers Automated
Quotations system.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Isco, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's latest Annual Report on Form 10-K for the fiscal year
ended July 28, 1995, filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing audited
financial statements for the Company's latest fiscal year;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above; and
(c) A description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 filed under the Securities Act of 1933, as
amended, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which reregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part thereof
from the date of the 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 provision regarding indemnification of directors and officers is found
in the Bylaws of the Company which are incorporated by reference to Exhibit
3(ii) to the Form 10-K filed by the Company in 1995.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit
Number Exhibit
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4.1 Articles of Incorporation, as amended and restated through July
26, 1985 (incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1, File No. 2-99303 (the "Form
S-1"))
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3(ii)
to the Form 10-K filed by the Company in 1995)
5 Opinion of Counsel
23.1 Independent Auditors Consent
23.2 Consent of Counsel (included in Exhibit 5)
99 Director's Deferred Stock Compensation Plan
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information set forth in the registration
statement; and
(iii) Include any additional or changed material information
on the plan of distribution;
PROVIDED, HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required in a post-effective amendment is incorporated by reference from
periodic reports filed by the small business issuer under the Exchange Act.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering thereof.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
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(b) Filings incorporating subsequent Exchange Act documents by reference.
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 Section 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 it 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) Incorporated annual and quarterly reports. The undersigned registrant
hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and,
where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver or cause to be delivered to each person to whom the prospectus
is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(d) Request for acceleration of effective date or filing of registration
statement on Form S-8. 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 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, 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 Lincoln, State of Nebraska on January 18, 1996.
Isco, Inc.
BY: /s/ Philip M. Wittig
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Philip M. Wittig, Treasurer, Chief
Financial Officer, and Director
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.
Signature Title Date
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/s/ Robert W. Allington Chairman, Chief Executive 1/18/96
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Robert W. Allington Officer, and Director
/s/ Douglas M. Grant President, Chief Operating 1/18/96
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Douglas M. Grant Officer, and Director
/s/ Dale L. Young Secretary and Director 1/18/96
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Dale L. Young
/s/ Robert B. Harris Director 1/18/96
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Robert B. Harris
/s/ James L. Linderholm Director 1/18/96
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James L. Linderholm
Director
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Harris Wagenseil
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EXHIBIT 5
Law Offices of
Cline, Williams, Wright, Johnson & Oldfather
One Pacific Place
1125 South 103rd, Suite 720
Omaha, NE 68124-1090
January 19, 1996
Mr. Phil Wittig
Treasurer and Chief Financial Officer
Isco, Inc.
P.O. Box 5347
Lincoln, NE 68505
Re: Registration Statement on Form S-8
Dear Mr. Wittig:
We have acted as legal counsel for Isco, Inc., a Nebraska corporation, (the
"Company") in connection with the Company's preparation of the above-referenced
Registration Statement on Form S-8 (the "Form S-8") being filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, (the "Act") and the prospectus included as a part of the
Form S-8 (the "Prospectus") relating to the total of 50,000 shares of common
stock, par value $.10 per share (the "Shares") to be offered and sold by the
Company in connection with the Isco, Inc. Directors' Deferred Stock Compensation
Plan, and in the manner set forth in the Form S-8 and the Prospectus.
In connection herewith, we have examined: (1) the Form S-8 and the Prospectus
included therein; (ii) the Articles of Incorporation, as amended and restated,
and the Bylaws, including any amendments of the Company; (iii) the corporate
minutes and proceedings of the Company applicable to filing of the Form S-8 and
the Prospectus; and (iv) such other proceedings, documents and records as we
deem necessary or appropriate for the purposes of making this opinion. In
making such examinations, we have assumed the genuineness of all signatures on
all documents and conformed originals to all copies submitted to us as conformed
or photocopies. In addition to such examination, we have ascertained or
verified such additional facts as we deem necessary or appropriate for purposes
of this opinion. However, as to various questions of fact material to our
opinion, we have relied upon representations, statements or certificates of
officers, directors, or representatives of the Company or others.
Based upon the foregoing, we are of the opinion that: (1) the Company has been
legally incorporated and is validly existing under the laws of the state of
Nebraska; (ii) the Shares, upon issuance and payment therefor, as contemplated
by the Form S-8 and Prospectus, will be validly issued, fully paid and non-
assessable common stock of the Company.
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We hereby consent to the filing of the opinion as an exhibit to the Form S-8 and
to any references to our firm in the Prospectus. In giving this consent, we do
not admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the Rules and Regulations of the Commission
promulgated thereunder.
Very truly yours,
Cline, Williams, Wright, Johnson & Oldfather
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Isco, Inc. on Form S-8 of our report dated September 22, 1995 appearing in the
Annual Report on Form 10-K of Isco, Inc. for the year ended July 28, 1995.
DELOITTE & TOUCHE LLP
Lincoln, Nebraska
January 22, 1996
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Exhibit 99
ISCO, INC.
DIRECTORS' DEFERRED STOCK COMPENSATION PLAN
1. PURPOSE. The purpose of the Directors' Deferred Stock Compensation Plan
(the "Plan") of Isco, Inc. (the "Company") is to attract and retain the services
of competent, dedicated directors by permitting them to defer receipt of certain
cash fees, to receive such fees in the form of Stock of the Company after
termination of their service as directors, and to acquire thereby a greater
stake in the long-term growth and earnings of the Company.
2. DEFINITIONS. Whenever used in this Plan, the following capitalized terms
shall mean the following:
"Act" shall mean the Securities Act of 1933, as amended.
"Beneficiary" shall mean the person(s) to receive the Stock following a
Participant's death, as most recently designated by the Participant in a written
instrument delivered to the Controller of the Company or, absent such
designation, the Participant's estate. If more than one person is named as
Beneficiary, distributions shall be made pro rata to such persons, except when
otherwise indicated by the Participant.
"Deferred Stock Unit" shall mean an unsecured, unfunded right to receive from
the Company one share of Stock, subject to the conditions contained in the Plan.
"Director's Fees" shall mean for any period the sum of the amounts payable to an
Eligible Director as a retainer for serving as a director in that period, as
fees for attendance at regular or special meetings of the Board of Directors or
any committee of the Board for that period, and for services performed as
corporate secretary. For this purpose, the amount payable for the annual
retainer and for corporate secretary's services shall be deemed earned in equal
monthly increments.
"Distribution Date" shall mean the first business day on or after the date upon
which the Participant ceases to be a director of the Company.
"Eligible Director" shall mean any member of the Board of Directors of the
Company, whether or not a full-time, salaried employee of the Company or any of
its affiliates or subsidiaries.
"Participant" shall mean any Eligible Director who has elected, in accordance
with paragraph 4 below, to participate in this Plan.
"Plan Year" shall mean the fiscal year of the Company, except that the initial
Plan Year shall commence January 1, 1996, and end July 26, 1996.
"Stock" shall mean the Common Stock, par value $0.10 per share, of the Company.
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3. ADMINISTRATION. The Plan shall be administered by the Controller of the
Company. The interpretation and construction by the Controller shall be final.
The Controller shall not be liable for any action or determination made in good
faith with respect to the Plan.
4. PARTICIPATION. To participate in the Plan for any Plan Year, an Eligible
Director must elect to do so by completing the election form attached as EXHIBIT
"A" and delivering it to the Controller prior to the beginning of that Plan
Year. An Eligible Director who assumes office during a Plan Year may elect to
participate in the Plan for the remaining fiscal quarter(s) of that Plan Year by
filing a completed election form with the Controller prior to the first day of
the next full fiscal quarter. Once made, an election to participate in the Plan
shall continue to be effective for each successive Plan Year until terminated as
provided herein. The Participant shall have no right to receive any Director's
Fees for any Plan Year for which his election to participate in the Plan is in
effect, regardless of any subsequent termination of his participation in the
Plan, except as distributions provided for under the Plan. A Participant may
elect to terminate his participation by written notice to the Controller,
effective for the first Plan Year beginning following receipt of the notice by
the Controller. A Participant who terminates his participation effective for
any Plan Year may participate in the Plan for later Plan Year(s) by making the
above-described election.
5. DEFERRED STOCK UNITS. Deferred Stock Units shall be credited to the
account of each Participant automatically as of the last day of each fiscal
quarter of the Plan Year, except that (i) for the initial Plan Year, the date
shall be the last day of the second fiscal quarter, and (ii) if the Participant
ceases to be a director of the Company, the date of cessation shall be the
Distribution Date. The number of Deferred Stock Units credited shall be
determined, as to each Participant as follows: 35 Deferred Stock Units for each
Board and committee meeting actually attended (in person or through electronic
communication); 240 Deferred Stock Units for the annual Board retainer; and 250
Deferred Stock Units annually for serving as the corporate secretary of the
Board. No additional contributions to any Participant's account may be made,
but the account may be adjusted as provided in paragraphs 7 and 8 below. The
Controller shall prepare and send to each Participant a statement of his account
as of the end of each Plan Year, as soon as practicable after that date.
6. PAYMENT OF DEFERRED STOCK UNITS. No Participant shall have any right to
receive a distribution until the Distribution Date. The distribution shall be
made solely in shares of Stock and shall consist of one share of Stock for each
Deferred Stock Unit (rounded up to the next whole number for any fractional
Deferred Stock Unit) in the Participant's account. Distribution of the shares
of Stock shall be to the Participant, if living then; otherwise, the shares
shall be distributed to the Beneficiary.
7. CASH DIVIDENDS. In the event of any cash dividends paid by the Company on
the Stock, each Participant's account shall be adjusted as of the payment date
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for the dividend by adding to his account the number of Deferred Stock Units
(whole or fractional) equal to the quotient of (i) of the dividend that would
have been payable on the Stock that would have been distributed, if the account
had been distributed immediately prior to the record date of the dividend,
divided by (ii) $10.00 per share.
8. CHANGES IN STOCK. In the event of a stock dividend, split-up or
combination of shares, recapitalization, or merger in which the Company is the
surviving corporation or other similar capital change (other than a transaction
in which the stockholders of the Company exchange their shares of stock in the
Company), an appropriate and proportionate adjustment shall be made in the
maximum number and kind of shares as to which Deferred Stock Units may be
credited under the Plan. A corresponding adjustment shall likewise be made
changing the number or kind of shares distributable upon Deferred Stock Units
credited to accounts, but upon which no shares of Stock have been distributed
prior to such change. In the event of a consolidation, merger, or other
reorganization in which the Company is not the surviving corporation, or any
other such transaction in which the stockholders of the Company exchange their
shares of stock in the Company, or in the event of complete liquidation of the
Company, or in the case of a tender offer recommended by the Board of Directors,
each participant shall be entitled to receive the consideration he would have
been entitled to had his account been distributed immediately prior to the
effective date of any such event.
9. EFFECTIVE DATE. The Plan shall be effective beginning January 1, 1996,
subject to approval before December 31, 1995, by the holders of a majority of
the Company's outstanding common stock. The Plan shall be submitted for
approval at the 1995 annual meeting of stockholders. Until the Plan is approved
by the Company's stockholders as required above, all Deferred Stock Units shall
be credited subject to such approval and no distribution of Stock shall be made
on any Participant's account. If not approved as required above, the Plan shall
be void and all Directors' Fees deferred shall be promptly disbursed in cash to
each Participant or his Beneficiary.
10. SHARES SUBJECT TO PLAN. The maximum aggregate number of shares of Stock
available pursuant to the Plan, subject to adjustment as provided in paragraph 8
above, shall be 50,000 shares of Stock. Shares distributed pursuant to the Plan
may be authorized and unissued shares or treasury shares, or both.
11. COMPLIANCE WITH SECURITIES LAWS. The Company shall cause to be filed and
maintained an effective Registration Statement on Form S-8, or a comparable
successor form, to register the shares issuable pursuant to this Plan under the
Act for so long as the Company is eligible to do so, and it shall do all acts
required under applicable state securities laws to permit the issuance of the
shares in compliance with those laws; PROVIDED, that the Company shall not be
required to register or maintain any registration of the shares under the Act or
state securities laws if the expense of doing so becomes substantially greater
than would be required for similar actions as of the date hereof and provided
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further that in no event shall the Company be obligated to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to general service of process in any jurisdiction
where it is not so subject. If the Stock is listed upon any stock exchange when
shares of Stock are issued pursuant of this Plan, the Company shall take all
action necessary to comply with the requirements of such exchange relating to
the issuance of those shares. Shares of Stock may be issued with respect to any
Deferred Stock Units credited under the Plan only if the issuance and delivery
of those shares shall comply with all relevant provisions of state and federal
law including, without limitation, the Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. Each recipient shall
consent to the imposition of a legend on the certificate representing the shares
of Stock distributed, restricting their transferability as required by law or by
this Plan.
12. UNITS NOT TRANSFERABLE. Deferred Stock Units credited pursuant to this
Plan may not be sold, pledged, assigned, or transferred in any manner other than
by will or the laws of descent and distribution, and no rights under this Plan
may be exercised during an Eligible Director's lifetime except by him or his
guardian or legal representative.
13. NO STOCKHOLDER RIGHTS; NO TRUST. No Participant shall have any rights as a
stockholder with respect to Deferred Stock Units credited to his account.
Nothing in this Plan shall be deemed to create a trust of any kind or create any
fiduciary relationship. To the extent that any person acquires a right to
receive Stock from the Company under this Plan, that right shall be no greater
than the right of any unsecured general creditor of the Company.
14. TERMINATION AND AMENDMENT OF PLAN. The Plan shall continue until
terminated by the Board of Directors. No Deferred Stock Units shall be credited
under the Plan after the Plan is terminated (except for adjustments as provided
in paragraph 7 and 8 above), but Stock may be distributed after that date as
provided in paragraph 6 above. The Plan may, at six-month intervals only,
unless necessary to comply with Internal Revenue Code requirements, be
terminated, modified, or amended by the Board of Directors except that without
stockholder approval the Board may not modify or amend the Plan so as to: (a)
increase the maximum aggregate number of shares available under this Plan,
except as permitted under paragraph 8 above; (b) increase the payments
receivable in respect of Deferred Stock Units credited under the Plan except as
permitted under paragraph 8 above; or (c) change the designation of the persons
eligible to receive shares under the Plan. The amendment, suspension, or
termination of the Plan shall not alter or impair any Participant's rights under
the Plan prior to such amendment, suspension, or termination, without the
consent of the Participant.
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15. NOTICES. Any notice under the Plan shall be in writing and shall be
effective when received. Notices to the Participants, and the certificates for
shares issued under the Plan, shall be sent to the applicable address indicated
on the most recently filed election to participate in the Plan, or on the most
recent written notice by the Participant subsequently delivered to the
Controller. Notices shall be sent to the Controller of the Company, Isco, Inc.,
4700 Superior Street, Lincoln, NE 68504-1398.
16. MISCELLANEOUS. Nothing in the Plan shall confer upon any Eligible Director
any right to be retained as a director. As used in the Plan, words in the
singular include the plural, and the masculine includes the feminine gender, as
appropriate.
IN WITNESS WHEREOF, this Directors' Deferred Stock Compensation Plan is executed
on behalf of the Company as of January 1, 1996.
ATTEST: ISCO, INC.
By: /s/Dale L. Young By: /s/Douglas M. Grant
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Dale L. Young, Secretary Douglas M. Grant, President
THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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EXHIBIT "A"
ELECTION
To: Controller
Isco, Inc.
Lincoln, Nebraska
I hereby elect to participate in, and agree to be bound by the terms and
conditions of, the Isco, Inc. Directors' Deferred Stock Compensation Plan (the
"Plan"), a copy of which is attached hereto. I understand the Plan is unfunded
and that this election shall be effective for the next Plan Year (as defined in
the Plan) and for each successive Plan Year until my participation is terminated
as provided in the Plan.
In the event of my death, I hereby designate as my Beneficiary (as defined
in the Plan) to receive distributions of my account in accordance with the terms
of the Plan, the following person(s):
- ----------------------------------- --------------------------------------
Name Name
- ----------------------------------- --------------------------------------
Address Address
- ----------------------------------- --------------------------------------
City State Zip City State Zip
- ----------------------------------- --------------------------------------
Witness Date Director Date
--------------------------------------
Address
--------------------------------------
City State Zip
RECEIPT ACKNOWLEDGED:
Isco, Inc.
By:
--------------------------------
Date:
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