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Registration No. 333-
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PSYCHEMEDICS CORPORATION
(Exact name of issuer as specified
in its charter)
DELAWARE 58-1701987
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1280 Massachusetts Avenue, Cambridge, Massachusetts 02138
(Address of principal executive offices)
PSYCHEMEDICS CORPORATION
2000 STOCK OPTION PLAN
(Full title of the plan)
Raymond C. Kubacki, Jr.
PSYCHEMEDICS CORPORATION
1280 Massachusetts Avenue
Cambridge, Massachusetts 02138
(617) 868-7455
Copies to:
Patrick J. Kinney, Jr., Esq.
Lynch, Brewer, Hoffman & Sands, LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 951-0800
(Name, address and telephone number of agent for service)
Approximate date of Commencement of Sale pursuant to
the Plan: Upon issuance and exercise of options.
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CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
------------- ------------- ------------- -------------- ------------
Common Stock,
$.005 par
value 2,000,000 $5.00 $10,000,000 $5,280
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options or pursuant to the antidilution
provisions of the Plan.
(2) Computed on the basis of the closing sales price of securities of the
same class, as reported on the American Stock Exchange on June 20,
2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Certain important information is set forth in certain reports or
statements filed by Psychemedics Corporation (the "Company") with the Securities
and Exchange Commission. The reports or documents listed below are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (which incorporates by reference certain portions of the
Company's Proxy Statement for the Company's 2000 Annual Meeting of Stockholders
held on May 11, 2000);
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) all reports filed by the Company pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for periods since March 31, 2000;
(d) the information set forth under "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
dated April 14, 1995 (File No. 1-13738); and
All documents filed by the Company 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 by reference and to be a part hereof from the date of filing
such reports and documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal Street, Floor 22,
Boston, Massachusetts 02110, has rendered its opinion to the Company that the
shares included in this offering will, when sold in accordance with the terms of
the Plan, be legally issued, fully paid and non-assessable. Edward S. Brewer,
Jr., a partner of Lynch, Brewer, Hoffman & Sands, LLP, is Secretary of the
Company.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's charter provides that the Company will indemnify all
persons whom it shall have power to indemnify to the full extent permitted by
state law. Under Delaware law, a director, officer, employee or agent who has
been successful on the merits or otherwise in defense of any action, suit or
proceeding or in defense of any claim, issue or matter therein shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred. In other circumstances, a director, officer, employee or agent of the
Company may be indemnified against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
if he/she acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interest of the Company, except that in an action or
suit by or in the right of the Company, such person shall not be indemnified if
he/she has been adjudged to be liable to the Company unless otherwise determined
by the Court of Chancery. The Company's charter further provides that directors
are not liable for monetary damages for certain violations of their duty of
care. A determination that indemnification of a director, officer, employee or
agent is proper shall be made by a disinterested majority of directors, by
independent legal counsel or by the stockholders of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS.
A. The Company 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of
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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 information
required to be in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference 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 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 Plan.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
C. Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cambridge, Massachusetts, on this 21st day of June,
2000.
PSYCHEMEDICS CORPORATION
By /s/ Raymond C. Kubacki, Jr.
--------------------------------------
Raymond C. Kubacki, Jr., President
and Chief Executive Officer
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POWER OF ATTORNEY
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. By so signing, each of the undersigned,
in his capacity as a director or officer or both, as the case may be, does
hereby appoint Raymond C. Kubacki, Jr. and Edward S. Brewer, Jr. and Patrick J.
Kinney, Jr., and each of them singly, his lawful attorney to execute in his
name, place and stead, any and all amendments and supplements to this
Registration Statement and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission or
any applicable state securities administrator. Said attorney shall have the full
powers and authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises as fully, and to all intents and purposes,
as each of the undersigned might do in person, hereby ratifying and approving
the acts of such attorney.
Executed under seal as of the date(s) set forth below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Raymond C. Kubacki, Jr. President, Chief June 2, 2000
-------------------------- Executive Officer,
Raymond C. Kubacki, Jr. Director (principal
executive officer)
/s/ Peter C. Monson Vice President, June 2, 2000
-------------------------- Treasurer, and Chief
Peter C. Monson Financial Officer
(principal financial
officer)
/s/ Werner A. Baumgartner Director June 8, 2000
-------------------------------
Werner A. Baumgartner
/s/ A. Clinton Allen Director June 2, 2000
--------------------------
A. Clinton Allen
/s/ Walter S. Tomenson Director June 13, 2000
-------------------------
Walter S. Tomenson
/s/ Fred J. Weinert Director June 8, 2000
-------------------
Fred J. Weinert
/s/ Donald F. Flynn Director June 14, 2000
--------------------
Donald F. Flynn
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Specimen Stock Certificate [incorporated
by reference to the Company's
Registration Statement on Form S-18
(File No. 33-10186 LA)].
4.2 2000 Stock Option Plan
(incorporated by reference
to the Company's 2000 Proxy Statement)
4.3 Form of Incentive Stock Option Agreement
under the 2000 Stock Option Plan
5 Opinion of Lynch, Brewer, Hoffman &
Sands, LLP
23.1 Consent of Lynch, Brewer, Hoffman
& Sands, LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
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