<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2000
REGISTRATION NO. ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
TUTOGEN MEDICAL, INC.
---------------------
(Exact name of registrant as specified in its charter)
925 ALLWOOD ROAD
FLORIDA CLIFTON, NJ 07012 59-3100165
------- ----------------- ----------
(State of Incorporation) (Address of Principal (I.R.S. Employer
Executive Offices) Identification No.)
1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
--------------------------------------------------
(Full title of the plan)
MANFRED KRUEGER
TUTOGEN MEDICAL, INC.925 ALLWOOD ROAD
CLIFTON, NJ 07012 973/365-2799
------------------------------
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
------------------------------
COPY TO:
WILLIAM J. SCHIFINO, ESQ.
SCHIFINO & FLEISCHER, P.A.
SUITE 2700
ONE TAMPA CITY CENTER
TAMPA, FLORIDA 33602
------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF AMOUNT OFFERING AGGREGATE OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE (2)
------------- ------------- ------------ ----- -------
COMMON STOCK, 500,000 SHS. $6.00 $3,000,000 $792
$.01 PAR VALUE
(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 American Stock Exchange
on September 25, 2000.
<PAGE> 2
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. In
connection with a special meeting of shareholders held April 27, 2000, the
shareholders approved an amendment to the Company's 1996 Incentive and
Non-Statutory Stock Option Plan, increasing the number of shares covered
thereby from 2,000,000 to 2,500,000 shares. The additional 500,000 shares are
being registered hereunder.
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.
<PAGE> 3
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, 1999.
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarter ended December 31, 1999, March 31, 2000 and June 30,
2000.
(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.
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None
ITEM 8. EXHIBITS
The following are filed as Exhibits to this Registration
Statement
Exhibits:
4.2 A copy of the Amendment to the Company's 1996
Incentive and Non Statutory Stock Option Plan
approved by shareholders on April 27, 2000.
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.
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.
<PAGE> 5
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 Clifton and State of New Jersey, on the 22nd
day of September, 2000.
TUTOGEN MEDICAL, INC.
By: /s/ Manfred Krueger
---------------------------------
Manfred Krueger, 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.
Signature Title Date
--------- ----- ----
/s/ Manfred Krueger Chief Executive Officer September 22, 2000
--------------------------- and Director
Manfred Krueger
/s/ George Lombardi Chief Financial September 22, 2000
--------------------------- and Accounting Officer
George Lombardi
/s/ G. Russell Cleveland Director September 22, 2000
---------------------------
G. Russell Cleveland
/s/ Charles C. Dragone Director September 22, 2000
---------------------------
Charles C. Dragone
/s/ Robert C. Farone Director September 22, 2000
---------------------------
Robert C. Farone
/s/ J. Harold Helderman Director September 22, 2000
---------------------------
J. Harold Helderman
/s/ Thomas W. Pauken Director September 22, 2000
---------------------------
Thomas W. Pauken
/s/ Elroy G. Roelke Director September 22, 2000
---------------------------
Elroy G. Roelke
/s/ Carlton E. Turner Director September 22, 2000
---------------------------
Carlton E. Turner
