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As filed with the Securities and Exchange Commission on June 17, 1998
Registration No. ______
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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TUTOGEN MEDICAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3100165
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(State of Incorporation) (I.R.S. Employer Identification No.)
1719 ROUTE 10, SUITE 314
PARSIPPANY, NJ 07054
(Address of Principal Executive Offices)
1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
1996 MANAGEMENT INCENTIVE COMPENSATION PLAN
SPECIAL STOCK OPTIONS FOR PRESIDENT AND CHIEF EXECUTIVE OFFICER
(Full title of the plan)
KARL H. MEISTER
TUTOGEN MEDICAL, INC.
1719 ROUTE 10, SUITE 314
PARSIPPANY, NJ 07054
973/359-8444
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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Copy to:
WILLIAM J. SCHIFINO, ESQ.
SCHIFINO & FLEISCHER, P.A.
SUITE 2700
ONE TAMPA CITY CENTER
TAMPA, FLORIDA 33602
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CALCULATION OF REGISTRATION FEE
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====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT
TITLE OF SECURITIES TO TO BE PRICE OFFERING OF REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE (2)
- - --------------------------------------------------------------------------------------------------------------------
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COMMON STOCK, $.01 PAR 2,475,000 shs. $2.50 $6,187,500 $1,825
VALUE
====================================================================================================================
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(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without receipt of consideration as provided
by the Plan.
(2) Pursuant to Rule 457(h), the offering price is estimated solely for the
purpose of determining the registration fee and is based on the average of
the bid and ask prices of the common stock on the counter market on June
15, 1998.
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PART I
The purpose of this registration statement is to reflect an amendment
to the Company's 1996 Incentive and Non-statutory Stock Option Plan and 1996
Management Incentive Compensation Plan and the issuance of a Special Stock
Option to the Company's President and Chief Executive Officer to purchase
300,000 shares of Common Stock. In connection with a special meeting of
shareholders held November 10, 1997, the shareholders approved a one-for-ten
reverse stock split which reduced the shares of Common Stock available under the
aforementioned plans to 200,000 and 50,000, respectively, and the reduction of a
previously granted Special Stock Option to the Company's President and Chief
Executive officer to 75,000 shares. At said meeting, the shareholders also
approved amendments to the plans increasing the shares covered to 2,000,000 and
500,000 shares, respectively, and the granting of a new Special Stock Option to
the Company's President and Chief Executive Officer to purchase 300,000 shares.
The contents of the Registrant's earlier Registration Statement (File
No. 333-15383) are incorporated herein by reference. There has been no material
change in the disclosure requirements from that which was set forth in the
earlier Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Tutogen Medical, Inc. (the "Company") hereby incorporates the
following documents, previously filed with the Securities and Exchange
Commission, by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1997.
(b) The Company's Quarterly Reports on Form 10-QSB for the quarter
ended December 31, 1997 and March 31, 1998.
(c) The Company's Articles of Incorporation authorizes the
issuance of 30,000,000 shares of Common Stock with a par value
of $.01 per share. The holders of the shares of Common Stock
are entitled to one vote for each share held of record on all
matters on which stockholders are entitled or permitted to
vote. Such holders may not cumulate votes in the election of
directors. The holders of Common Stock are entitled to receive
such dividends as may lawfully be declared by the Board of
Directors out of funds legally available therefor and to share
pro rata in any other distribution to the holders of Common
Stock. The holders of Common Stock are entitled to share
ratably in the assets of the Company remaining after the
payment of liabilities in the event of any liquidation,
dissolution or winding up of the affairs of the Company. There
are no preemptive rights, conversion rights, redemption or
sinking fund provisions or fixed dividend rights with respect
to the Common Stock.
In addition, all documents subsequently filed by the Company pursuant to Section
13, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post effective amendment which indicates that all securities have been sold or
which de-registers then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's shares of Common Stock are registered with the
Securities and Exchange Commission pursuant to Section 12 of
the Securities Exchange Act of 1934.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI, Sections B, C and D of the By-Laws of the Company
provide for the indemnification by the Company of each
director, officer, and employee of the Company against all
costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgement, to which he or they
are made a part by reason of his/her being or having been a
director of the Company or a director of such corporation,
including any action brought by the Company or any such
corporation. Each director of the Company on being elected or
appointed shall be deemed to have contracted with the Company
on the terms of the foregoing indemnity.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Act and is therefor unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None
ITEM 8. EXHIBITS
The following are filed as Exhibits to this Registration
Statement
Exhibits:
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4.2 A copy of the Amendment to the Company's 1996
Incentive and Non Statutory Stock Option Plan.
4.3 A copy of the Amendment to the Company's 1996
Management Incentive Compensation Plan.
5. Opinion of Schifino & Fleischer, P. A. as to the
shares of Common Stock being registered.
24.1 Consent of Schifino & Fleischer, P. A. (filed as
Exhibit 5).
24.2 Consent of Deloitte & Touche, LLP, the Company's
independent auditors.
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) 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.
(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 for 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 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.
(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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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 Parsippany and State of New Jersey, on the 28th day
of May, 1998.
TUTOGEN MEDICAL, INC.
By: /s/ Karl H. Meister
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Karl H. Meister, President
and Chief Executive Officer
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.
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Signature Title Date
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/s/ Karl H. Meister
- - -------------------------- Chief Executive Officer May 28, 1998
Karl H. Meister and Director
/s/ George Lombardi
- - ------------------------- Chief Financial May 28, 1998
George Lombardi and Accounting Officer
- - -------------------------- Director May __, 1998
G. Russell Cleveland
/s/ Charles C. Dragone
- - -------------------------- Director May 28, 1998
Charles C. Dragone
/s/ J. Harold Helderman
- - -------------------------- Director May 27, 1998
J. Harold Helderman
__________________________ Director May __, 1998
Elroy G. Roelke
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Exhibit 4.2
AMENDMENT TO
TUTOGEN MEDICAL, INC.
1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
The Board of Directors and its shareholders have approved the following
amendment to the Company's 1996 Incentive and Non-statutory Stock Option Plan:
3.1 Shares Subject to Plan. The stock subject to the options granted
under the Plan shall be shares of the Company's authorized but unissued common
stock, par value $.01 per share ("Common Stock"). The total number of shares
that may be issued pursuant to options granted under the Plan shall not exceed
2,000,000 shares of Common Stock.
Date: November 10, 1997
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Exhibit 4.3
AMENDMENT TO
TUTOGEN MEDICAL, INC.
1996 MANAGEMENT INCENTIVE COMPENSATION PLAN
The Board of Directors and its shareholders have approved the following
amendment to the Company's 1996 Management Incentive Compensation Plan:
"Shares Subject to this Plan:
The total number of shares of Common Stock of the Company that
may be issued pursuant to this Plan shall not exceed a maximum
of 500,000 in the aggregate."
Date: November 10, 1997
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EXHIBIT 5
[SCHIFINO & FLEISCHER, P.A. LETTERHEAD]
June 8, 1998
Board of Directors
Tutogen Medical, Inc.
1719 Route 10, Suite 314
Parsippany, New Jersey 07054
Re: Form S-8 Registration
Gentlemen:
We are acting as counsel for Tutogen Medical, Inc., a Florida
corporation (the "Company"), in connection with the proposed offer by the
Company of up to an additional 2,475,000 shares of the Company's Common Stock
(the "Shares") pursuant to the Company's (i) 1996 Incentive and Non-statutory
Stock Option Plan (ii) 1996 Management Incentive Compensation Plan (iii) Special
Stock Options For President And Chief Executive Officer. Such shares are covered
by the Company's Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission. We are rendering this opinion as of the date
hereof.
We have examined, among other things, the Certificate of Incorporation
and By-Laws, as amended, of the Company, the records of corporate proceedings of
the Company which have occurred prior to the date hereof with respect to such
offering, the Registration Statement, the Plan and such other documents and
representations as we deemed necessary in order to render the opinion expressed
herein.
Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, upon the issuance and delivery thereof in
accordance with the provisions of the Plan will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ William J. Schifino
William J. Schifino
For the Association
WJS/amh
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EXHIBIT 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Tutogen Medical, Inc. (formerly Biodynamics International, Inc.) on
Form S-8 of our report dated January 30, 1998, appearing in the Annual Report on
Form 10-K of Tutogen Medical, Inc. for the year ended September 30, 1997.
Deloitte & Touche, LLP
Parsippany, New Jersey
June 1, 1998
