As filed with the Securities and Exchange Commission on November 21, 2000
Registration No. 333-_____
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UNITED STATES
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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NANOPIERCE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 84-0992908
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
370 SEVENTEENTH STREET, SUITE 3580
DENVER, COLORADO 80202
(303) 592-1010
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Nanopierce Technologies, Inc. 1998 Compensatory Stock Option Plan
Nanopierce Technologies, Inc. 2000 Compensatory Stock Option Plan
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(Full Title of Plans)
PAUL H. METZINGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER (303) 592-1010
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NANOPIERCE TECHNOLOGIES, INC. (Telephone number, including
370 SEVENTEENTH STREET, SUITE 3580 area code, of agent for service)
DENVER, COLORADO
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(Name & address of agent for service)
With copies sent to:
ROBERT J. AHRENHOLZ, ESQ.
JOSHUA M. KERSTEIN, ESQ.
KUTAK ROCK LLP
717 SEVENTEENTH STREET, SUITE 2900
DENVER, COLORADO 80202
(303) 297-2400
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered1 offering price per aggregate offering registration fee
registered share2 price2
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<S> <C> <C> <C> <C>
Nanopierce
Technologies, Inc. 1998
Compensatory Stock
Option Plan:
Common Stock, par value 7,500,000 $1.6715 $12,536,250 $3,310
$.0001 per share
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Nanopierce
Technologies, Inc. 2000
Compensatory Stock
Option Plan:
Common Stock, par value 5,000,000 $1.6715 $8,357,500 $2,207
$.0001 per share
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Total 12,500,000 $20,893,750 $5,517
==================================================================================================================
</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The amounts set forth above are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457 (h)(1) of the
rules and regulations under the Securities Act of 1933, as amended,
based on the average of the bid and asked price as of November 14,
2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(a) the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2000, filed September 28, 2000;
(b) the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2000, filed November 13, 2000;
(c) the Registrant's Current Report on Form 8-K filed October 20,
2000; and
(d) the description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-3 (File No. 333-50170) filed
with the Commission on November 17, 2000, including any amendment or report
filed for the purpose of updating such description, is incorporated herein
by reference.
Each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered herein have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
respective date of filing such documents.
Any statement contained in a document incorporated by reference herein
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 subsequently
filed document that also is or is deemed to be incorporated by reference herein
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.
The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-3 (File No. 333-50170) filed with
the Commission on November 17, 2000, including any amendment or report filed for
the purpose of updated such description, is incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada General Corporate Law provides generally and
in pertinent part that a Nevada corporation may indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any civil suit or action, except actions by or in the
right of the corporation, or any administrative or investigative proceeding if,
in connection with the matters in issue, they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the corporation, and in connection with any criminal suit or proceeding, if
in connection with the matters in issue, they had no reasonable cause to believe
their conduct was unlawful. Section 78.7502 further provides that in connection
with the defense or settlement of any action by or in the right of the
corporation, a Nevada corporation may indemnify its directors, officers, and
employees against expenses actually and reasonably incurred by them in
connection with the defense or settlement of the action or suit if they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation.
Article VII of the Articles of Incorporation of the Registrant requires the
Registrant to indemnify its directors, officers, employees and agents to the
maximum extent and in accordance with the provisions of the Nevada General
Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.01 Articles of Incorporation of the Registrant1
4.02 Amendment to the Articles of Incorporation of the Registrant1
4.03 Amendment to the Articles of Incorporation of the Registrant3
4.04 Bylaws of the Registrant1
5.01 Opinion of Kutak Rock LLP Regarding Legality2
23.01 Consent of Gelfond Hochstadt Pangburn, P.C.2
23.02 Consent of Kutak Rock LLP (included in Exhibit 5.01)
24.01 Power of Attorney (included on page II-6 of this Registration
Statement)
99.01 Nanopierce Technologies, Inc. 1998 Compensatory Stock Option Plan2
99.02 Nanopierce Technologies, Inc. 2000 Compensatory Stock Option Plan2
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1 Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for
the year ended June 30, 1998, filed on October 8, 1998
2 Filed herewith
3 Incorporated by reference to the Registrant's Registration Statement on Form
S-3 (File No. 333-31118), filed on February 25, 2000
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or 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 events arising
after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15 (d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.
(b) 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
II-3
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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.
II-4
<PAGE>
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 Denver, State of Colorado, on November 21, 2000
NANOPIERCE TECHNOLOGIES, INC.
By:/s/ Paul H. Metzinger
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Paul H. Metzinger, President, Chief
Executive Officer and Director
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul H. Metzinger, 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 any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 and file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent 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 to all intents and purposes as he 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 has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
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/s/ Paul H. Metzinger Director and Chief Executive November 21, 2000
------------------------ Officer and Director
Paul H. Metzinger (Principal Executive
Officer)
/s/ Herbert J. Neuhaus Director November 21, 2000
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Dr. Herbert J. Neuhaus
/s/ Kristi J. Kampmann Chief Financial Officer November 21, 2000
------------------------ (Principal Accounting and
Kristi J. Kampmann Financial Officer)
/s/ M. Albert Capote Director November 21, 2000
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M. Albert Capote
/s/ Robert B. Shaw Director November 21, 2000
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Robert B. Shaw
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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4.01 Articles of Incorporation of the Registrant1
4.02 Amendment to the Articles of Incorporation of the Registrant1
4.03 Amendment to the Articles of Incorporation of the Registrant3
4.04 The Bylaws of the Registrant1
5.01 Opinion of Kutak Rock LLP Regarding Legality2
23.01 Consent of Gelfond Hochstadt Pangburn, P.C.2
23.02 Consent of Kutak Rock LLP (included in Exhibit 5.01)
24.01 Power of Attorney (included on page II-6 of this Registration
Statement)
99.01 Nanopierce Technologies, Inc. 1998 Compensatory Stock Option
Plan2
99.02 Nanopierce Technologies, Inc. 2000 Compensatory Stock Option
Plan2
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1 Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for
the year ended June 30, 1998, filed on October 8, 1998
2 Filed herewith
3 Incorporated by reference to the Registrant's Registration Statement on Form
S-3 (File No. 333-31118), filed on February 25, 2000.
