<PAGE> 1
As filed with the Securities and Exchange Commission on October 18, 2000
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THERAGENICS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 58-1528626
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5203 Bristol Industrial Way, Buford, Georgia 30518
(Address of principal executive offices and zip code)
THERAGENICS CORPORATION
2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Bruce W. Smith
Secretary, Treasurer and Chief Financial Officer
Theragenics Corporation
5203 Bristol Industrial Way
Buford, Georgia 30518
(Name and address of agent for service)
(770) 271-0233
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
Common
<S> <C> <C> <C> <C>
Stock, $0.01 1,000,000 $5.1875(2) $5,187,500(3) $1,369.50
par value shares(1)
</TABLE>
(1) Representing shares to be issued and sold by the Registrant under the
Theragenics Corporation 2000 Stock Incentive Plan (the "Plan"). This
Registration Statement also covers such indeterminable number of additional
shares as may become issuable to prevent dilution in the event of a stock split,
stock dividend, reclassification or other similar transaction pursuant to the
terms of the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange for October 13, 2000.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
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II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 (File No. 0-15443);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 0-15443);
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 (File No. 0-15443);
(4) The Registrant's Definitive Proxy Statement for its 2000
Annual Meeting of Shareholders held on May 19, 2000;
(5) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A as filed with the Commission
on March 2, 1987 pursuant to Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act") (File No. 0-15443); and
(6) The description of Rights contained in the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on February 26,
1998 (File No. 0-15443).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such 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 6. Indemnification of Directors and Officers.
Article Seventh, Section II(a) of the Registrant's Certificate of
Incorporation provides for the indemnification by the Registrant of each
director, officer and employee of the Registrant to the fullest extent permitted
by the Delaware General Corporation Law Section 145, as the same exists or may
hereafter be amended. Section 145 of the Delaware General Corporation Law
provides in relevant part that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may otherwise
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Article Seventh, Section I of the Company's Certificate of
Incorporation provides that a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. Section 102(b)(7) of the Delaware General Corporation Law
provides that a provision so limiting the personal liability of a director shall
not eliminate or limit the liability of a director for, among other things:
breach of the duty of loyalty; acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law; unlawful
payment of dividends; and transactions from which the director derived an
improper personal benefit.
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Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
5 Opinion of counsel with respect to the securities being registered.*
10 Theragenics Corporation 2000 Stock Incentive Plan contained in the
Registrant's Annual Report for the fiscal year ended December 31, 1999
(File No. 0-15443).
23(a) Consent of counsel (included in Exhibit 5).*
23(b) Consent of Grant Thornton LLP.*
24 Power of Attorney (see signature pages to this Registration
Statement).*
</TABLE>
* Filed herewith.
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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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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
registration statement is on Form S-3, Form S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, 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 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.
(h) 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 Securities 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
Pursuant to the requirements of the Securities Act, 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 Buford, State of Georgia, on this the 16th day of
October, 2000.
THERAGENICS CORPORATION
By: /s/ M. Christine Jacobs
M. Christine Jacobs
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of M. Christine Jacobs and Bruce W. Smith,
or either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing required or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or their
substitutes, could lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on October 16, 2000 by the following persons in
the capacities indicated.
<TABLE>
<S> <C>
/s/ M. Christine Jacobs President, Chief Executive Officer and Director, Chairman
M. Christine Jacobs (Principal Executive Officer)
/s/ Bruce W. Smith Executive Vice President, Secretary, Treasurer and
Bruce W. Smith Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Otis W. Brawley Director
Otis W. Brawley, M.D.
/s/ Orwin L. Carter Director
Orwin L. Carter, Ph.D.
/s/ Earnest W. Deavenport, Jr. Director
Earnest W. Deavenport, Jr.
/s/ Patrick L. Flinn Director
Patrick L. Flinn
/s/ John V. Herndon Director
John V. Herndon
/s/ Peter A.A. Saunders Director
Peter A. A. Saunders
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
5 Opinion of counsel with respect to the securities being registered.*
10 Theragenics Corporation 2000 Stock Incentive Plan contained in the
Registrant's Annual Report for the fiscal year ended December 31, 1999
(File No. 0-15443).
23(a) Consent of counsel (included in Exhibit 5).*
23(b) Consent of Grant Thornton LLP.*
24 Power of Attorney (see signature pages to this Registration
Statement).*
</TABLE>
* Filed herewith.
