<PAGE> 1
As filed with the Securities and Exchange Commission on April 25, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZILA, INC.
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 86-0619668
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5227 North 7th Street, Phoenix, Arizona 85014-2800
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Zila, Inc. Stock Option Award Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Joseph Hines
5227 North 7th Street, Phoenix, Arizona 85014-2800
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(602) 266-6700
- --------------------------------------------------------------------------------
(Telephone number, Including area code, of agent for service)
Copies to: Kevin J. Tourek, Esq.
Streich Lang, P.A.
2 North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed
Amount Maximum Proposed Maximum
Title Of Securities To To Be Offering Price Per Aggregate Amount Of
Registered (1) Registered Share(2) Offering Price(2) Registration Fee
- -------------- ---------- -------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 1,000,000 $ 6.97 $ 6,970,000 $ 2,403.45
par value
====================================================================================================
</TABLE>
(1) This Registration Statement registers additional shares to be
offered by the Registrant pursuant to its Stock Option Award Plan.
(2) Estimated solely for the purpose of calculating the amount of
registration fee, pursuant to Rule 457(c) and 457(h) under the Securities Act of
1933, on the basis of the average of the bid and asked prices for shares of
Common Stock on April 22, 1996.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E of Form
S-8 for the purpose of registering additional shares of Common Stock, par value
$.001, of Zila, Inc., a Delaware corporation (the "Registrant"), for the
Registrant's Stock Option Award Plan, as amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration No. 33-32970), previously
filed with the Securities and Exchange Commission, is incorporated herein by
reference.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit Number Description Page
-------------- ----------- ----
<S> <C> <C>
5 Opinion of Streich Lang *
10.1 Zila, Inc. Stock Option Award Plan Incorporated by reference to Exhibit
10-A(1) of the Company's Quarterly
Report on Form 10-Q for the quarterly
period ended January 31, 1996
23.1 Consent of Deloitte & Touche LLP *
23.2 Consent of Streich Lang See Exhibit 5
24.1 Power of Attorney of Dr. James E. Tinnell *
24.2 Power of Attorney of Joseph Hines *
24.3 Power of Attorney of Patrick M. Longeran *
24.4 Power of Attorney of Michael S. Lesser *
24.5 Power of Attorney of Carl A. Schroeder *
24.6 Power of Attorney of H. Ray Cox *
24.7 Power of Attorney of Clarence J. Baudhuin *
</TABLE>
* Filed Herewith
2
<PAGE> 3
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 Phoenix, the State of Arizona, on April 24, 1996.
ZILA, INC.
BY /s/ Clarence J. Baudhuin
-------------------------------------------------------
Clarence J. Baudhuin
Executive Vice President of Finance and
Administration, Treasurer and Director (Principal
Financial and Accounting 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 date(s) indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
*
- ---------------------------- Chairman of the Board, April 24, 1996
JOSEPH HINES President, Chief Executive
Officer and Director
/s/ Clarence J. Baudhuin Executive Vice President April 24, 1996
- ---------------------------- of Finance & Administration,
CLARENCE J. BAUDHUIN Treasurer and Director
*
- ---------------------------- Director April 24, 1996
JAMES E. TINNELL, M.D.
*
- ---------------------------- Director April 24, 1996
PATRICK M. LONERGAN
*
- ---------------------------- Director April 24, 1996
MICHAEL S. LESSER
*
- ---------------------------- Director April 24, 1996
CARL A. SCHROEDER
*
- ---------------------------- Director April 24, 1996
H. RAY COX
</TABLE>
*By /s/ Clarence J. Baudhuin
------------------------
CLARENCE J. BAUDHUIN
Attorney-in-Fact
S-1
<PAGE> 1
STREICH
LANG
- --------------------------------------------------------------------------------
Phoenix Office A Professional Association
Renaissance One Attorneys
Two North Central
Phoenix, Arizona 85004-2391
602 229-5200
Fax: 602 229-5690
April 24, 1996 Writer's Direct Line:
(602) 229-5509
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Zila, Inc.
Ladies and Gentlemen:
This firm is counsel for Zila, Inc., a Delaware corporation (the
"Company"). As such, we are familiar with the Certificate of Incorporation and
Bylaws of the Company. We have also acted as counsel for the Company with
respect to certain matters in connection with the preparation of the
Registration Statement on Form S-8 registering 1,000,000 additional shares of
Common Stock, $.001 par value (the "Shares") under the Securities Act of 1933.
In addition, we have examined such documents and undertaken such further inquiry
as we consider necessary for rendering the opinion hereinafter set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the Sate of Delaware.
2. The Shares, when issued, will be duly and validly issued, fully
paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" of the Prospectus which is part of the Registration Statement and we
hereby consent to the use of our name in such Registration Statement. We further
consent to the filing of this opinion as Exhibit 5 to the Registration Statement
and with the state regulatory agencies in such states as may require such filing
in connection with the registration of the Shares for offer and sale in such
states.
Very truly yours,
/s/ Kevin J. Tourek
Kevin J. Tourek
FOR THE FIRM
EXHIBIT 5
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Zila, Inc., on Form S-8 of our reports, dated October 12, 1995, appearing in
the Annual Report on Form 10-K of Zila, Inc. for the year ended July 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
April 24, 1996
EXHIBIT 23.1
<PAGE> 1
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints JOSEPH HINES and CLARENCE J. BAUDHUIN, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Form S-8 Registration Statement for filing with the
Securities and Exchange Commission respecting the registration of 5,000,000
shares of Common Stock, $.001 par value, of Zila, Inc., a Delaware corporation,
subject to the Zila, Inc. Stock Option Award Plan, together with any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 23, 1996.
/s/ Dr. James E. Tinnell
------------------------------------
DR. JAMES E. TINNELL
State of Arizona )
) ss.
County of Maricopa )
On this 23 day of February, 1996, before me, the undersigned Notary
Public, personally appeared Dr. James E. Tinnell, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janice Backus
------------------------------------
Notary Public
My commission expires:
October 23, 1997
EXHIBIT 24.1
<PAGE> 1
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints CLARENCE J. BAUDHUIN, and each of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Form S-8 Registration Statement for filing with the Securities and Exchange
Commission respecting the registration of 5,000,000 shares of Common Stock,
$.001 par value, of Zila, Inc., a Delaware corporation, subject to the Zila,
Inc. Stock Option Award Plan, together with any and all amendments (including
post-effective amendments) to such Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or each of
them, may lawfully do or cause to be done by virtue hereof.
DATED: February 23, 1996.
/s/ Joseph Hines
------------------------------------
JOSEPH HINES
State of Arizona )
) ss.
County of Maricopa )
On this 23 day of February, 1996, before me, the undersigned Notary
Public, personally appeared Joseph Hines, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janice Backus
------------------------------------
Notary Public
My commission expires:
October 23, 1997
EXHIBIT 24.2
<PAGE> 1
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints JOSEPH HINES and CLARENCE J. BAUDHUIN, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Form S-8 Registration Statement for filing with the
Securities and Exchange Commission respecting the registration of 5,000,000
shares of Common Stock, $.001 par value, of Zila, Inc., a Delaware corporation,
subject to the Zila, Inc. Stock Option Award Plan, together with any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 23, 1996.
/s/ Patrick M. Lonergan
------------------------------------
PATRICK M. LONERGAN
State of Arizona )
) ss.
County of Maricopa )
On this 23rd day of February, 1996, before me, the undersigned Notary
Public, personally appeared Patrick M. Lonergan, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janice Backus
------------------------------------
Notary Public
My commission expires:
October 23, 1997
EXHIBIT 24.3
<PAGE> 1
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints JOSEPH HINES and CLARENCE J. BAUDHUIN, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Form S-8 Registration Statement for filing with the
Securities and Exchange Commission respecting the registration of 5,000,000
shares of Common Stock, $.001 par value, of Zila, Inc., a Delaware corporation,
subject to the Zila, Inc. Stock Option Award Plan, together with any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 23, 1996.
/s/ Michael S. Lesser
------------------------------------
MICHAEL S. LESSER
State of Arizona )
) ss.
County of Maricopa )
On this 23 day of February, 1996, before me, the undersigned Notary
Public, personally appeared Michael S. Lesser, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janice Backus
------------------------------------
Notary Public
My commission expires:
October 23, 1997
EXHIBIT 24.4
<PAGE> 1
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints JOSEPH HINES and CLARENCE J. BAUDHUIN, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Form S-8 Registration Statement for filing with the
Securities and Exchange Commission respecting the registration of 5,000,000
shares of Common Stock, $.001 par value, of Zila, Inc., a Delaware corporation,
subject to the Zila, Inc. Stock Option Award Plan, together with any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 23, 1996.
/s/ Carl A. Schroeder
------------------------------------
CARL A. SCHROEDER
STATE OF Arizona )
) ss.
County of Maricopa )
On this 23 day of February, 1996, before me, the undersigned Notary
Public, personally appeared Carl A. Schroeder, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janice Backus
------------------------------------
Notary Public
My commission expires:
October 23, 1997
EXHIBIT 24.5
<PAGE> 1
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints JOSEPH HINES and CLARENCE J. BAUDHUIN, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Form S-8 Registration Statement for filing with the
Securities and Exchange Commission respecting the registration of 5,000,000
shares of Common Stock, $.001 par value, of Zila, Inc., a Delaware corporation,
subject to the Zila, Inc. Stock Option Award Plan, together with any and all
amendments (including post-effective amendments) to such Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 23, 1996.
/s/ H. Ray Cox
------------------------------------
H. RAY COX
STATE OF Arizona )
) ss.
County of Maricopa )
On this 23 day of February, 1996, before me, the undersigned Notary
Public, personally appeared H. Ray Cox, known to me to be the person whose name
is subscribed to the within instrument and acknowledged that he executed the
same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janice Backus
------------------------------------
Notary Public
My commission expires:
October 23, 1997
EXHIBIT 24.6
<PAGE> 1
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints JOSEPH HINES his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Form S-8 Registration Statement for
filing with the Securities and Exchange Commission respecting the registration
of 5,000,000 shares of Common Stock, $.001 par value, of Zila, Inc., a Delaware
corporation, subject to the Zila, Inc. Stock Option Award Plan, together with
any and all amendments (including post-effective amendments) to such
Registration Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or each of them, may lawfully do or cause to be
done by virtue hereof.
DATED: February 23, 1996.
/s/ Clarence Baudhuin
------------------------------------
CLARENCE BAUDHUIN
STATE OF Arizona )
) ss.
County of Maricopa )
On this 23 day of February, 1996, before me, the undersigned Notary
Public, personally appeared Clarence Baudhuin, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Janice Backus
------------------------------------
Notary Public
My commission expires:
October 23, 1997
EXHIBIT 24.7
