As filed with the Securities and Exchange Commission on August 21, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ROYCE LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2202295
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5350 N.W. 165TH STREET, MIAMI, FLORIDA 33014
(Address of Principal Executive Offices) (Zip code)
1992 STOCK OPTION PLAN
(Full title of the Plan)
Patrick J. McEnany
President and Chief Executive Officer
Royce Laboratories, Inc.
5350 N.W. 165th Street
Miami, Florida 33014
(Name and address of agent for service)
(305) 624-1500
(Telephone number, including area code, of agent for service)
Copy to:
Philip B. Schwartz, P.A.
Broad and Cassel
Miami Center
201 South Biscayne Boulevard, Suite 3000
Miami, Florida 33131
Telephone: (305) 373-9437
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, 333,333 shares $7.625 $2,541,664 $877
$.005 par value
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low bid
prices of the Company's Common Stock on August 15, 1995.
</FN>
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ROYCE LABORATORIES, INC.
1992 STOCK OPTION PLAN
INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated
by reference in this Registration Statement on Form S-8; and 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 herein by reference in this Registration Statement on Form
S-8, and shall be a part hereof from the date of the filing of such documents.
(a) The Registrant's annual report on Form 10-K, as amended, for the
fiscal year ended December 31, 1994.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1994.
(c) The description of the Registrant's Common Stock contained in
Registration Statements filed under the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose
of updating such description.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-laws, as amended, contain a provision that would
limit the scope of personal liability of directors for monetary damages for
breach of certain duties. The provision is consistent with Section 607.0831 of
the Florida Business Corporations Act which, among other reasons, is designed to
encourage qualified individuals to serve as directors of Florida corporations by
permitting a Florida corporation to limit director's liability for monetary
damages for breach of duty of care.
The indemnification provision in the Company's By-laws, as amended,
is intended to protect the Company's directors against personal liability for
breaches of their duty of care in certain circumstances. The provisions of the
By-laws would absolve directors of liability for negligence in the performance
of their duties, excluding gross negligence, breach of duty of loyalty to the
corporation and shareholders and violations of Section 607.0831 of the Florida
Business Corporations Act. Section 607.0831 provides that directors are
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions. Further, the provision in the Company's By-laws would not limit or
eliminate liability of directors arising in connection with causes of action
brought under federal securities laws.
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<PAGE>
EXHIBITS
5 Opinion of Broad and Cassel.
23.1 Consent of Price Waterhouse LLP, independent public
accountants.
23.2 Consent of Broad and Cassel (included in Exhibit 5).
99.1 1992 Stock Option Plan (incorporated by reference from
Exhibit 10.9 to the Registrant's Registration Statement
on Form S-2, declared effective on February 8, 1994.
SEC File Number 33-72276).
UNDERTAKINGS
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 or any material change to such information in the Registration
Statement.
(2) That for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment as a new registration
statement relating to the securities offered, 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.
(4) 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 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.
(5) 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.
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<PAGE>
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 Miami, State of Florida, on this 16th day of August,
1995.
ROYCE LABORATORIES, INC.
Registrant
By:/S/PATRICK J. MCENANY
----------------------------
Patrick J. McEnany, 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 date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/PATRICK J. MCENANY Chairman of the Board, President, August 16, 1995
---------------------
Patrick J. McEnany Chief Executive and Operations Officer
---------------------- Secretary-Treasurer and Director August __, 1995
Richard W. Gross, Esq.
/S/HENRY S. KEEL Director August 16, 1995
----------------------
Henry S. Keel
/S/GREGORY REED Director August 16, 1995
----------------------
Gregory Reed, M.D.
/S/RICK A. WILBER Director August 16, 1995
----------------------
Rick A. Wilber
/S/DAVID COHEN, PH.D. Director August 16, 1995
----------------------
David Cohen, Ph.D.
/S/CHARLES J. SIMONS Director August 16, 1995
----------------------
Charles J. Simons
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/HUBERT E. HUCKEL, M.D. Director August 16, 1995
-------------------------
Hubert E. Huckel, M.D.
/S/OGDEN R. REID Director August 16, 1995
-------------------------
Ogden R. Reid
/S/ROBERT E. BAND, C.P.A. Vice President, Finance and Chief August 16, 1995
-------------------------
Robert E. Band, C.P.A. Financial and Accounting Officer
</TABLE>
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OPINION OF BROAD AND CASSEL
BROAD AND CASSEL
ATTORNEYS AT LAW
SUITE 3000
MIAMI CENTER
201 S. BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
(305) 373-9400
August 21, 1995
Royce Laboratories, Inc.
5350 N.W. 165th Street
Miami, Florida 33014
RE: ROYCE LABORATORIES, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to (i) up to 333,333
options (the "Options") to purchase a like number of shares of the Company's
common stock, $.005 par value per share ("Common Stock") issuable in accordance
with the Company's 1992 Stock Option Plan (the "1992 Plan"), and (ii) up to
333,333 shares of Common Stock underlying such options (the "Shares"), included
in the Company's registration statement on Form S-8 (the "Registration
Statement"), which is being filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others.
<PAGE>
Royce Laboratories, Inc.
August 21, 1995
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
When the Registration Statement becomes effective under the
Act, and when the Options are issued and distributed in
accordance with and pursuant to the 1992 Plan, the Options
will be validly issued; and when the Shares are issued against
delivery of adequate consideration therefor in accordance with
and pursuant to the 1992 Plan, the Shares will be validly
issued, fully paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions, dated April 8, 1991, issued
by the Business Law Section of the Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under "Legal
Matters" in the Prospectus constituting part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Very truly yours,
BROAD AND CASSEL
CONSENT
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 28, 1995, which appears on page
F-2 of the 1994 Annual Report on Form 10-K of Royce Laboratories, Inc.
/S/ PRICE WATERHOUSE LLP
------------------------
PRICE WATERHOUSE LLP
Miami, Florida
August 16, 1995
