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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED ORTHOPAEDICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0203483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5858 WESTHEIMER, SUITE 500
HOUSTON, TEXAS 77057
(Address of Principal Executive Offices) (Zip Code)
INTEGRATED ORTHOPAEDICS, INC.
AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
(Full title of the plan)
LAURIE HILL GUTIERREZ (713) 225-5464
SENIOR VICE PRESIDENT AND (Telephone number,
CHIEF FINANCIAL OFFICER including area code,
5858 WESTHEIMER, SUITE 500 of agent for service)
HOUSTON, TEXAS 77057
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE* PRICE* REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock (par value 2,500,000 shares $0.88 $2,200,000 $580.80
$.001 per share)
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* Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 of the Securities Act of 1933, based on the average
of the high and low sales prices of a share of Common Stock of the Registrant
on the American Stock Exchange on April 20, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Integrated Orthopaedics, Inc. (the
"Company"), are incorporated herein by reference:
The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999 (File No. 1-10677).
The description of the Company's Common Stock contained in the
Company's Registration Statement filed under the Securities Exchange Act of 1934
(the "Exchange Act") to register such class of securities under such Act.
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 deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
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 Articles of Incorporation of the Company, together with
its Bylaws, provide that the Company shall indemnify its officers and directors,
and may indemnify its other employees and agents, to the fullest extent
permitted by law. The laws of the State of Texas permit, and in some cases
require, corporations to indemnify officers, directors, agents and employees who
are or have been a party to or are threatened to be made a party to litigation
against judgments, fines, settlements and reasonable expenses under certain
circumstances.
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The Company has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the Company's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the Company or its shareholders for damages for breach of
fiduciary duty. Such limitation of liability does not affect liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) any transaction from which the director
derived an improper personal benefit, or (iv) the payment of any unlawful
dividends.
Texas corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company has purchased and maintains a directors' and officers' liability policy
for such purposes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description of Exhibit
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4(a) Articles of Incorporation of the Company, as amended to date. (1)
4(b) Bylaws of the Company, as amended to date. (2)
4(c) Certificate of Designation and Determination of Rights and
Preferences of Cumulative Convertible Preferred Stock, Series A of
the Company.(3)
4(d) Certificate of Designation, Rights and Preferences of Series B
Convertible, Non-Redeemable Preferred Stock of the Company. (4)
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23(a) Consent of McDermott, Will & Emery (included in its opinion filed as
Exhibit 5).
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
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(1) (Incorporated herein by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.
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(2) Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1997.
(3) Incorporated herein by reference to Exhibit 4.01 to the Company's
Current Report on Form 8-K dated December 12, 1997.
(4) Incorporated herein by reference to Exhibit 4.02 to the Company's
Current Report on Form 8-K dated December 12, 1997.
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) 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 in the Registration Statement or any material change
to such information in the Registration Statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933 (the "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.
(c) 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.
(2) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions
described in Item 6 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 Act and will be governed by the final adjudication of such
issue.
(3) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section
13(a) or 15(d) of the Act (and each filing of the 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.
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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 Houston, Texas on April 21, 2000.
INTEGRATED ORTHOPAEDICS, INC.
By: /s/ Laurie Hill Gutierrez
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Laurie Hill Gutierrez
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jose E. Kauachi and Laurie Hill
Gutierrez and each of them, his true and lawful attorney-in-fact and agent, each
with full power of substitution and revocation, for such person and in such
person's 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 such attorney-in-fact and agent, full power and authority to do and perform
such each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement and the foregoing power of attorney have been signed
on April 21, 2000, by the following persons in the capacities indicated:
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SIGNATURES TITLE
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/s/ Jose E. Kauachi Chairman of the Board and President
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Jose E. Kauachi
/s/ Laurie Hill Gutierrez Senior Vice President,
- --------------------------------------- Chief Financial Officer, Secretary
Laurie Hill Gutierrez and Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
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SIGNATURES TITLE
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/s/ Steven B. Gruber Director
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Steven B. Gruber
/s/ Scott J. Hancock Director
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Scott J. Hancock
/s/ Clifford R. Hinkle Director
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Clifford R. Hinkle
/s/ Mark A. Wolfson Director
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Mark A. Wolfson
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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4(a) Articles of Incorporation of the Company, as amended to date. (1)
4(b) Bylaws of the Company, as amended to date. (2)
4(c) Certificate of Designation and Determination of Rights and
Preferences of Cumulative Convertible Preferred Stock, Series A of
the Company.(3)
4(d) Certificate of Designation, Rights and Preferences of Series B
Convertible, Non-Redeemable Preferred Stock of the Company. (4)
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23(a) Consent of McDermott, Will & Emery (included in its opinion filed as
Exhibit 5).
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
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(1) (Incorporated herein by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.
(2) Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1997.
(3) Incorporated herein by reference to Exhibit 4.01 to the Company's
Current Report on Form 8-K dated December 12, 1997.
(4) Incorporated herein by reference to Exhibit 4.02 to the Company's
Current Report on Form 8-K dated December 12, 1997.
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Exhibit 5
[McDermott, Will & Emery Letterhead]
Integrated Orthopaedics, Inc.
5858 Westheimer
Suite 500
Houston, TX 77057
Ladies and Gentlemen:
We have acted as counsel for Integrated Orthopaedics, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 2,500,000 shares of the Company's
Common Stock, $.001 par value (the "Common Stock"), which may be issued pursuant
to the Company's 1997 Amended and Restated Long Term Incentive Plan (the
"Plan").
We have examined or considered:
1. A copy of the Company's Amended Articles of Incorporation;
2. A copy of the Amended and Restated By-Laws of the Company;
3. Copies of resolutions duly adopted by the Board of Directors
of the Company adopting the Plan; and
4. A copy of the Plan.
In addition to the examination outlined above, we have reviewed such
additional matters and have ascertained or verified, to our satisfaction, such
additional facts as we deemed necessary or appropriate for the purposes of this
opinion.
We are of the opinion that the Common Stock, when issued pursuant to
and in accordance with the terms of the Plan and against payment of the purchase
price provided for therein, will be legally issued, fully paid and
nonassessable.
We hereby consent to the reference to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Yours very truly,
/s/ McDermott, Will & Emery
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 related to the 1997 Amended and Restated Long Term Incentive Plan of
Integrated Orthopaedics, Inc., of our report dated April 12, 2000, with respect
to the consolidated financial statements of Integrated Orthopaedics, Inc.,
included in the Annual Report (Form 10-KSB) for the year ended December 31,
1999.
/s/ Ernst & Young LLP
Houston, Texas
April 21, 2000
