<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1995
REGISTRATION NO. ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
AMERICAN CONSOLIDATED LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2624130
- ----------------------- --------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
6416 PARKLAND DRIVE
SARASOTA, FLORIDA 34243
(Address of Principal Executive Offices)
1994 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
AND 1993 OPTIONS
(Full title of the plan)
WAYNE UPHAM SMITH, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AMERICAN CONSOLIDATED LABORATORIES, INC.
6414 PARKLAND DRIVE
SARASOTA, FLORIDA 34243
813/753-0383
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
----------------------
COPY TO:
BONNIE J. PINZEL, ESQ.
SCHIFINO & FLEISCHER, P.A.
SUITE 2700
ONE TAMPA CITY CENTER
TAMPA, FLORIDA 33602
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT
SECURITIES TO BE PRICE OFFERING OF REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE (2)
----------------- ------------- --------- ----------- ---------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.05 810,000 SHS. $4.625 $985,625 $339.87
PAR VALUE
</TABLE>
(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) Computed pursuant to Rule 457(h), based on the exercise price for 665,000
options granted and the market price for 145,000 options which have not
yet been granted.
<PAGE> 2
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Form S-8 Location in Prospectus
- -------- ----------------------
<S> <C> <C>
1. Plan Information
(a) General Plan Information The Plan--General Information,
Purpose of the Plan, Terms of
Options, Additional Information,
The Company
(b) Securities to be Offered The Plan--Securities Subject to the
Plan
(c) Employees Who may Participate in The Plan--Eligibility
the Plan
(d) Purchase of the Securities Pursuant The Plan--General Information,
to the Plan and Payment for Reoffers and Resales, Exercise of
Securities Offered Option
(e) Resale Restrictions The Plan--Reoffers and Resales, Exercise
of Option
(f) Tax Effects of Plan Participation The Plan-Tax Consequences
(g) Investment of Funds *
(h) Withdrawal from the Plan; *
Assignment of Interest
(i) Forfeitures and Penalties *
(j) Charges and Deductions and Liens *
Therefor
2. Registrant Information and Incorporation of Documents by
Employee Plan Annual Information Reference
</TABLE>
______________________
* Not applicable.
<PAGE> 3
PROSPECTUS
AMERICAN CONSOLIDATED LABORATORIES, INC.
1994 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
AND 1993 OPTIONS
810,000 SHARES OF COMMON STOCK
__________________________________________________
This Prospectus relates to an aggregate of 810,000 shares of Common
Stock (the "Shares") of American Consolidated Laboratories, Inc. ("AC Labs" or
the "Company") being offered to option holders (the "Holders") upon the
exercise of stock options (the "Options") granted and to be granted to eligible
employees of the Company or subsidiaries and other individuals providing
services to the Company pursuant to the Company's 1994 Incentive and
Non-statutory Stock Option Plan (the "Plan") adopted on August 15, 1994 and
pursuant to the 1993 Options, as defined herein.
__________________________________________________
The shares of Common Stock offered by this Prospectus are currently
reported by the National Quotation Bureau, Incorporated. The Company has
applied to have its Common Stock listed on the Nasdaq SmallCap Market.
__________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
__________________________________________________
Shares of Common Stock issued to employees who are not "affiliates" of
AC Labs as that term is defined in Rule 405 under the Securities Act of 1933,
as amended, upon their purchase of shares under the Plan, may be sold from time
to time in transactions effected on the Nasdaq System. This Prospectus is not
available to "affiliates" for reoffers or resales of shares of Common Stock.
Any resale by such persons will be made by means of a supplement to this
prospectus. See "The Plan - Reoffers and Resales" and "1993 Options" herein.
Neither the delivery of this Prospectus nor any sales hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of AC Labs since the date hereof. No person has been authorized to
give any information or to make any representations, other than as contained in
this Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by AC Labs. This Prospectus does
not constitute an offer to sell the securities to which this Prospectus relates
in any state or to any person to whom it is unlawful to make such offer in such
state.
__________________________________________________
The date of this Prospectus is June 12, 1995.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purpose of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Securities Subject to the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Terms of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Option Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Events Causing Immediate Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Termination of Employment or Death of Optionee . . . . . . . . . . . . . . . . . . . . . 7
Administration of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reoffers and Resales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Transferability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1993 OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
AVAILABLE INFORMATION
AC Labs is subject to the informational requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by AC Labs with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 or at its Regional Offices located at Room 1204,
Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois
60604 and Seven World Trade Center, Suite 1300, New York, New York 10048, and
copies of such material can be obtained from the Public Reference Section of
the SEC at 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed rates.
AC Labs has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement. For further information pertaining to the Common Stock
offered hereby and the Plan, reference is made to the Registration Statement,
including the exhibits filed therewith, which can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The statements contained in this Prospectus
concerning the contents of any contract or other document referred to are not
necessarily complete. Where such contract or other document is an exhibit to
the Registration Statement, such statement is qualified in all respects by the
provisions of such exhibit to which reference is hereby made for a full
statement of the provisions thereof.
2
<PAGE> 5
DOCUMENTS INCORPORATED BY REFERENCE
AC Labs hereby incorporates the following documents, previously filed
with the Commission by reference:
(a) Form 10-KSB Report for the fiscal year ended December
31, 1994.
(b) Form 10-QSB Report for the three months ended March 31,
1995.
(c) For a description of the Company's Common Stock,
reference is made to the Company's Form 8-A as filed
with the Commission on April 11, 1990.
All reports filed subsequent to the date of this Prospectus pursuant
to Sections 14 and 15(d) of the Securities Exchange Act of 1934, and prior to
the termination of the offering of Common Stock made by this Prospectus, shall
be deemed to be incorporated by reference in this Prospectus and made a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modified 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 Prospectus.
Any of the aforementioned documents and any other documents required
to be delivered to employees pursuant to Rule 428(b) of the General Rules and
Regulations promulgated under the Securities Exchange Act of 1934 can be
obtained, without charge, upon oral or written request to:
American Consolidated Laboratories, Inc.
Investor Relations Department
6416 Parkland Drive
Sarasota, Florida 34243
813-753-0383
3
<PAGE> 6
THE COMPANY
American Consolidated Laboratories, Inc. is a manufacturer of rigid
gas permeable contact lenses and specialty lenses and a distributor of soft
contact lenses and lens care products. The Company is headquartered in
Sarasota, Florida, with offices and/or laboratories also in Raleigh, North
Carolina, Lincoln, Nebraska and Philadelphia, Pennsylvania. The Company
markets its products nationally, although sales are concentrated in the upper
mid-west and the Atlantic coast regions. The Company's products are sold to
ophthalmologists, optometrists and opticians. Sales are generated by direct
sales calls, telephone marketing, journal advertising, trade show participation
and professional seminars. The Company employs contact lens designers, fitting
consultants and customer service personnel to provide sales support. It also
offers low cost exchange programs as an aid to the fitter and as an inducement
to purchase.
THE PLAN
General Information
The AC Labs' 1994 Incentive and Non-statutory Stock Option Plan (the
"Plan") was adopted by the Board of Directors on August 15, 1994, and was
approved by the shareholders of AC Labs on June 8, 1995. The number of shares
of the Company's Common Stock covered by the Plan is 750,000.
The Plan will terminate ten years after the effective date, on August
15, 2004. The Board of Directors may amend the Plan at any time. No
amendment, however, shall affect shares previously issued thereunder. Approval
of the shareholders of AC Labs within 12 months before or after the date on
which the Directors amend the Plan shall be necessary if the amendment would
increase the number of shares of Stock for which options may be granted under
the Plan or change the standards of eligibility provided by the Plan.
The Plan is intended to qualify under section 422A of the Internal
Revenue Code of 1986 (the "Code"). The Plan is not subject to any provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
The statements in this Prospectus include summaries of certain
provisions of the Plan. These Statements do not purport to be complete and are
qualified in their entirety by reference to the provisions of the Plan, copies
of which are available for examination at the executive offices of AC Labs
located at 6416 Parkland Drive, Sarasota, Florida 34243 (telephone
813-753-0383) and at the offices of the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549.
Purpose of the Plan
The Plan is intended as a performance incentive for officers and
employees of AC Labs or its Subsidiaries and for certain other individuals
providing services to the Company or its Subsidiaries, to enable the persons to
whom options are granted (an "Optionee" or "Optionees") to acquire or increase
a proprietary interest in the success of the Company. The Company intends that
this purpose will be effected by the granting of incentive stock options
("Incentive Options") as defined in Section 422A(b)
4
<PAGE> 7
of the Internal Revenue Code of 1986 (the "Code") and other stock options
("Non-statutory Options") under the Plan. The term "Subsidiaries" means any
corporation in which stock possessing 50% or more of the total combined voting
power of all classes of stock is owned directly or indirectly by the Company.
Securities Subject to the Plan
The Plan provides for the issuance of options to purchase up to
750,000 shares of AC Lab's Common Stock. If at any time while the Plan is in
effect or unexercised options are outstanding, there shall be any increase or
decrease in the number of issued and outstanding shares of Common Stock through
the declaration of a stock dividend or through any recapitalization resulting
in stock split-up, combination or exchange of shares of Common Stock, then and
in such event (i) appropriate adjustment shall be made in the maximum number of
shares of Common Stock available for grant under the plan, so that the same
percentage of the Company's issued and outstanding shares of Common Stock shall
continue to be subject to being so optioned, and (ii) appropriate adjustment
shall be made in the number of shares and the exercise price per share of
Common Stock thereof then subject to any outstanding option, so that the same
percentage of the Company's issued and outstanding shares of Common Stock shall
remain subject to purchase at the same aggregate exercise price.
As of March 31, 1995, there were options outstanding under the Plan
covering 605,000 shares including (i) 595,000 shares exercisable at $0.50 per
share, of which options to purchase 227,712 shares have vested and the
remaining options vest at the rate of 24,792 shares per calendar quarter from
June 30, 1995 through June 30, 1997 and from September 30, 1998 through June
30, 1999, subject to acceleration; and (ii) 10,000 shares exercisable at $1.00
per share which have vested. All outstanding options expire in 2004.
The shares to be delivered upon the exercise of options under the Plan
will be authorized and unissued shares of Common Stock.
Eligibility
Eligible Optionees. Incentive Options may be granted only to officers
and other employees of the Company or its Subsidiaries, including members of
the Board who are also employees of the Company or a Subsidiary. Non-statutory
options may be granted to officers or other employees of the Company or its
Subsidiaries, to members of the Board or the board of directors of any
Subsidiary whether or not employees of the Company or such Subsidiary, and to
certain other individuals providing services to the Company or its
Subsidiaries.
Limitation on Exercisable Options. The aggregate fair market value
(determined at the time the Incentive Option is granted) of the Common Stock
with respect to which Incentive Options are exercisable for the first time by
any person during any calendar year under the Plan and under any other option
plan of the Company (or a parent or subsidiary as defined in Section 425 of the
Code) shall not exceed $100,000. Any option granted in excess of the foregoing
limitation shall be specifically designated as being a Non-statutory Option.
5
<PAGE> 8
Terms of Options
All Options must be granted within ten years from the effective date
of the Plan. The term of each Option granted under the Plan shall not exceed
ten years. All Options shall be exercisable at such time or times, in such
installments, or upon the occurrence of such events or events, and in such
amounts, as the Committee (see "Administration of the Plan") may provide upon
the granting of such option.
Option Price
The purchase price per share of the Common Stock under each Option
shall be not less than the fair market value of the Common Stock on the date
the option is granted (110% of the fair market value in the case of a
greater-than-10% stockholder).
For the purpose of the Plan, the "fair market value" per share of
Common Stock on any date of reference shall be the Closing Price of the Common
Stock of the Company which is referred to in either clause (i), (ii) or (iii)
below, on the business day immediately preceding such date, or if not referred
to in either clause (i), (ii) or (iii) below, "fair market value" per share of
Common Stock shall be such value as shall be determined by the Board or the
Committee, unless the Board or the Committee in its sole discretion shall
determine otherwise in a fair and uniform manner. For this purpose, the
Closing Price of the Common Stock on any business day shall be (i) if the
Common Stock is listed or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise reported on a
consolidated transaction reporting system, the last reported sale price of
Common Stock on such exchange or reporting system, as reported in any newspaper
of general circulation, (ii) if the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ"), or
any similar system of automated dissemination of quotations of securities
prices in common use, the mean between the closing high bid and low asked
quotations for such day of Common Stock on such system, or (iii) if neither
clause (i) or (ii) is applicable, the mean between the high bid and low asked
quotations for the Common Stock as reported by the National Quotation Bureau,
Incorporated if at least two securities dealers have inserted both bid and
asked quotations for Common Stock on at least five of the ten preceding days.
Exercise of Option
Each option granted under the Plan shall contain such provisions as
the Board or the Committee shall from time to time deem appropriate, and shall
include provisions relating to the method of exercise, payment of exercise
price, adjustments on changes in the Company's capitalization and the effect of
a merger, consolidation, liquidation, sale or other disposition of or involving
the Company. Option grants need not be identical.
Each option shall be deemed exercised when (i) the Company has
received written notice of such exercise in accordance with the terms of the
option, (ii) full payment of the aggregate option price of the shares of Common
Stock as to which the option is exercised has been made, and (iii) arrangements
that are satisfactory to the Board or the Committee in its sole discretion have
been made for the optionee's payment to the Company of the amount that is
necessary for the Company or Subsidiary employing the optionee to withhold in
accordance with applicable Federal or state tax withholding requirements.
Unless further limited by the Board or the Committee in any option, the option
price of any shares of Common Stock purchased shall be paid in cash, by
certified or official bank check, by money order, with shares
6
<PAGE> 9
of Common Stock of the Company or by a combination of the above; provided
further, however, that the Board or the Committee in its sole discretion may
accept a personal check in full or partial payment of any shares of Common
Stock. If the exercise price is paid in whole or in part with shares, the
value of the shares surrendered shall be their fair market value on the date
the option is exercised as determined in accordance with the Plan. No optionee
shall be deemed to be a holder of any shares of Common Stock subject to an
option unless and until a stock certificate or certificates for such shares of
Common Stock are issued to such person(s) under the terms of the Plan. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except
as expressly provided in the Plan.
(c) Limitations on 10% Stockholders. No Incentive Option shall be
granted to an individual who, at the time the Incentive Option is granted, owns
(including ownership attributed pursuant to Section 425(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any parent or Subsidiary of the Company ("a greater-than-10%
stockholder"), unless such Incentive Option provides that (i) the purchase
price per share shall not be less than 110% of the fair market value of the
Common Stock at the time such Incentive Option is granted, and (ii) that such
Incentive Option shall not be exercisable to any extent after the expiration of
five years from the date it is granted.
Events Causing Immediate Exercise
Unless otherwise provided in any option, each outstanding option shall
become immediately fully exercisable:
(a) If there occurs any transaction (which shall include a series
of transactions occurring within 60 days or occurring pursuant to a plan), that
has the result that stockholders of the Company immediately before such
transaction cease to own at least 51 percent of the voting stock of the Company
or of any entity that results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;
(b) If the stockholders of the Company shall approve a plan of
merger, consolidation, reorganization, liquidation or dissolution in which the
Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or
(c) If the stockholders of the Company shall approve a plan for the
sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Company (unless such plan is subsequently
abandoned).
The Board or the Committee may in its sole discretion accelerate the
date on which any option may be exercised and may accelerate the vesting of any
shares of Common Stock subject to any option or previously acquired by the
exercise of any option.
Termination of Employment or Death of Optionee
Except as may be otherwise expressly provided in the terms and
conditions of the option granted to an Optionee, options granted hereunder
shall terminate on the earlier to occur of:
7
<PAGE> 10
(a) The date of expiration thereof; or
(b) other than the case of death of the Optionee or disability of
the Optionee within the meaning of Section 22(e)(3) of the Code ("disability"),
(A) 90 days after termination of the employment between the Company and the
Optionee in the case of an Incentive Option, and (B) 90 days after termination
of the employment or other relationship between the Company and the Optionee,
unless such termination provision is waived by resolution adopted by the Board
within 30 days of the termination of such relationship, in the case of a
Non-statutory Option.
An employment relationship between the Company and the Optionee shall
be deemed to exist during any period during which the Optionee is employed by
the Company or by any Subsidiary. Whether authorized leave of absence or
absence on military government service shall constitute termination of the
employment relationship between the Company and the Optionee shall be
determined by the Board at the time thereof.
Except as may otherwise be expressly provided in the terms and
conditions of the option granted to an Optionee, in the event of the death of
an Optionee while in an employment or other relationship with the Company and
before the date of expiration of such option, such option shall terminate on
the earlier of such date of expiration or one year following the date of such
death. After the death of the Optionee, his executors, administrators or any
person or persons to whom his option may be transferred by will or by laws of
descent and distribution, shall have the right, at any time prior to such time
termination, to exercise the option to the extent the Optionee was entitled to
exercise such option immediately prior to his death.
Except as may otherwise be expressly provided in the terms and
conditions of the option granted to an Optionee, if an Optionee's employment or
other relationship with the Company terminates because of a disability, the
Optionee's option shall terminate on the earlier of the date of expiration
thereof or one year following the termination of such relationship; and unless
by its terms it sooner terminates and expires during such one year period, the
Optionee may exercise that portion of his or her option which is exercisable at
the time of termination of such relationship.
Administration of the Plan
The Plan is administered by a Committee appointed by the Board of
Directors of the Company. The Committee has the authority:
(1) To determine the Employees to whom, and the time or
times at which Options shall be granted, and the number of Shares to
be represented by each Option;
(2) To interpret the Plan;
(3) To prescribe, amend and rescind rules and regulations
relating to the Plan;
(4) To determine the terms and provisions of each Option
granted under the Plan (which need not be identical); and
(5) To exercise the administrative and ministerial powers of
the Board with regard to aspects of the Plan other than the granting
of Options.
8
<PAGE> 11
The Committee consists of:
<TABLE>
<CAPTION>
Name Address Position
---- ------- --------
<S> <C> <C>
James L.L. Tullis One Greenwich Plaza Director
Greenwich, CT 06830
Thomas P. Dickerson One Greenwich Plaza Director
Greenwich, CT 06830
Joan P. Neuscheler One Greenwich Plaza Director
Greenwich, CT 06830
</TABLE>
Tax Consequences
The grant of an Incentive Option or a Non-statutory Option would not
result in income for the optionee or in a deduction for the Company.
The exercise of a Non-statutory Option generally would result in
ordinary income for the grantee and a deduction for the Company measured by the
difference between the option price and the fair market value of the shares
received at the time of exercise. However, if the Optionee is subject to the
short-swing trading provisions of Section 16(b) of the Securities Exchange Act
of 1934 (a "16(b) Person"), the income for the grantee and the deduction for
the Company would be measured by the difference between the option price and
the fair market value of the shares six months and one day following exercise,
unless the Optionee elects, in accordance with internal Revenue Service
regulations, to recognize income at the time of exercise. Income tax
withholding would be required at the time income is recognized.
The exercise of an Incentive Option would not result in ordinary
income for the Optionee if the Optionee (i) does not dispose of the shares
within two years after the date of grant or one year after the transfer of
shares upon exercise, and (ii) is an employee of the Company or a subsidiary of
the Company from the date of grant until three months before the exercise date.
If these holding period requirements are met, the Optionee's basis in the
shares upon later disposition would be the option price, any gain would be
taxed to the Optionee as a capital gain, and the Company would not be entitled
to a deduction. For purposes of alternative minimum tax, the excess of the
market value on the exercise date (or the market value six months and one day
later in the case of an Optionee who is a 16(b) Person) over the option price
is considered as income.
If the Optionee disposes of the Incentive Option shares prior to the
expiration of either of the holding periods described above, the Optionee would
recognize ordinary income, and the Company would be entitled to a deduction,
equal to the lesser of the fair market value of the shares on the exercise date
minus the option price or the amount realized on disposition minus the option
price. Any gain in excess of this amount would be treated as long-term or
short-term capital gain. The maximum tax rate on net capital gains (the excess
of net long-term capital gains over any net short-term capital losses) is lower
than the maximum tax rate on ordinary income.
9
<PAGE> 12
Reoffers and Resales
During such time as the Shares are covered by the Registration
Statement, persons who are not "affiliates" of the Company, as defined under
Rule 405 under the Act, may freely resell Shares issued under the Plan.
Persons who may be deemed to be "affiliates" may not transfer the Shares they
receive under the Plan without filing an amendment hereto or by complying with
Rule 144 promulgated under the Act by the Commission.
An "affiliate" is defined in Rule 405 under the Securities Act as "a
person that directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with, the person specified."
Purchasers who are executive officers and/or Directors of the Company,
(currently eight in number) are "affiliates" of the Company.
Transferability
Options granted under the Plan are not assignable or otherwise
transferable except upon the death of the Holder by will or the laws of descent
and distribution.
Additional Information
For additional information about the Plan and its administrators and
the functions they perform, please contact:
Wayne Upham Smith
American Consolidated Laboratories, Inc.
6416 Parkland Drive
Sarasota, Florida 34243
Telephone: 813-753-0383
1993 OPTIONS
On January 28, 1993, April 28, 1993 and November 24, 1993, the Board
of Directors of the Company granted a total of 60,000 non-statutory options to
three employees of the Company, to purchase common stock of the Company at an
exercise price of $.125 per share (the "1993 Options"). Options to purchase
44,999 shares of Common Stock have vested and the remainder are exercisable at
the rate of one-third per year over three years. The options expire five years
from their date of grant. The holders of the 1993 Options are not affiliates
of the Company, as that term is defined in Rule 405 under the Securities Act of
1993, as amended.
LEGAL MATTERS
Certain legal matters relating to the shares offered hereby will be
passed on for the Company by the law firm of Schifino & Fleischer, P.A., One
Tampa City Center, Suite 2700, Tampa, Florida 33602.
10
<PAGE> 13
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
AC Labs hereby incorporates the following documents, previously
filed with the Securities and Exchange Commission, by reference:
(a) The Company's Annual Report on Form 10-KSB Report for the
fiscal year ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-QSB Report for
the three months ended March 31, 1995.
(c) For a description of the Company's Common Stock, reference
is made to the Company's Form 8-A as filed with the
Commission on April 11, 1990.
(d) All documents filed by the Company with the Commission
subsequent to the date of this Registration Statement under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, and 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 into and made a part of this Registration
Statement from the date of filing of such documents with
the Commission.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock issuable by the Company under the
Company's 1995 Employee Stock Purchase Plan will be passed upon for the Company
by Schifino & Fleischer, P.A., Tampa, Florida. Members of such firm own
substantially own less than one-half of one percent of the Company's
outstanding Common Stock.
Item 6. Indemnification of Directors and Officers.
The Company's By-laws provide that the Company shall indemnify
each of its directors, officers, employees and agents to the fullest extent
permitted by the laws of the State of Florida.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good
S-1
<PAGE> 14
faith and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation, and provided further that, with
respect to any criminal action or proceeding, the officer or director had no
reasonable cause to believe his or her conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he or she is or was a
director or officer of the corporation against expenses and amounts paid in
settlement actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, provided that such
person acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim as to which such person
is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity.
To the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii)
a transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation
in a proceeding by or in the right of the corporation to procure a judgment in
its favor or in a proceeding by or in the right of a shareholder.
Item 7. Exemption from Registration Claimed.
No shares have been issued under the Company's Incentive and
Non-statutory Stock Option Plan nor under the 1993 Options and all the shares
underlying the Plan and 1993 Options are being registered hereby.
Item 8. Exhibits.
3.1 Articles of Incorporation of AC Labs(1)
3.2 By-laws of AC Labs, as amended(1)
4.0 Form of Common Stock Certificate(1)
5.0 Opinion of Schifino & Fleischer, P.A., as to the legality
of the securities being registered(2)
10.1 1994 Incentive and Non-statutory Stock Option Plan(3)
23.1 Consent of Schifino & Fleischer, P.A. See Exhibit 5.0
23.2 Consent of Arthur Andersen LLP.(2)
- ------------------
(1) Filed as an Exhibit to the Company's Form 8-A filed with the Commission on
April 11, 1990.
(2) Filed herewith.
(3) Filed as an Exhibit to the Company's 10-K Report for the fiscal year ended
December 31, 1994.
Item 9. Undertakings
S-2
<PAGE> 15
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of 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 event 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;
(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 (1)(i) and (1)(ii) do not apply if 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 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 offering.
The undersigned registrant hereby undertakes 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.
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.
S-3
<PAGE> 16
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 Sarasota and State of Florida, on the 8th day
of June, 1995.
AMERICAN CONSOLIDATED LABORATORIES,
By /s/ Wayne Upham Smith
-------------------------------------------------------
Wayne Upham Smith, Chairman 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Wayne Upham Smith Chairman, June 8, 1995
- --------------------------------- Chief Executive Officer and
Wayne Upham Smith Director
/s/ Grady A. Deal President, June 8, 1995
- --------------------------------- Chief Operating Officer and
Grady A. Deal Director
/s/ Thomas P. Dickerson Director June 8, 1995
- ---------------------------------
Thomas P. Dickerson
Director _____________
- ---------------------------------
James L.L. Tullis
Director _____________
- ---------------------------------
Joan Neuscheler
</TABLE>
S-4
<PAGE> 1
EXHIBIT 5.0
June 12, 1995
American Consolidated Laboratories, Inc.
6416 Parkland Drive
Sarasota, Florida 34243
Re: Form S-8 Registration
Gentlemen:
We are rendering this opinion in connection with the registration
by American Consolidated Laboratories, Inc. (the "Company") with the Securities
and Exchange Commission (the "Commission") of 810,000 shares of the Company's
Common Stock (the "Shares") pursuant to the Company's 1994 Incentive and
Non-statutory Stock Option Plan (the "Plan") and certain outstanding 1993
Options.
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:
(1) the Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Florida;
and
(2) the Shares have been validly authorized for issuance and, upon
the issuance and delivery thereof in accordance with the provisions of
the Plan and the outstanding 1993 Options as set forth in the
Registration Statement, will be validly issued, fully paid and
non-assessable.
We hereby consent to the statements with respect to us under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement.
Yours truly,
SCHIFINO & FLEISCHER, P.A.
Bonnie J. Pinzel
For the Association
BJP:bp
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Prospectus on Form S-8 of our reports appearing on
page 13 of the 10-K for the fiscal year ended December 31, 1994, as filed with
the Securities and Exchange Commission (File No. 0-18448).
Tampa, Florida
June 12, 1995
