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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
BIOPOOL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation)
58-1729436
(I.R.S. employer identification No.)
6025 Nicolle Street, Suite A, Ventura, California 93003
(Address of principal executive offices) (Zip Code)
Biopool International, Inc. 1993 Stock Incentive Plan
(Full title of plan)
Michael D. Bick Ph.D.
6025 Nicolle Street, Suite A
Ventura, California 93003
(Name and address of agent for service)
(805) 654-0643
(Telephone number, including area code, of agent for service)
____________
Copies to:
Scott W. Alderton, Esq.
Troop Meisinger Steuber & Pasich
10940 Wilshire Blvd. Suite 800
Los Angeles, California 90024
(310) 824-7000
____________
CALCULATION OF REGISTRATION FEE
___________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
___________________________________________________________________
Common Stock 1,650,000 $3.00 $4,950,000 $1,706.90
___________________________________________________________________
(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457.
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PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by
reference:
(a) Registrant's Annual Report on Form 10-K, for the fiscal
year ended December 31, 1995;
(b) Registrant's Quarterly Report on Form 10-Q, for the
quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; and
(c) The information under the caption "DESCRIPTION OF
SECURITIES--Common Stock" on Page 35 of Registrant's
Registration Statement on Form S-1 (Registration No.
33-20584).
All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 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 by reference in this Registration
Statement and to be part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section
12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
("DGCL") provides that the Registrant may indemnify an officer or
director who is made a party or threatened to be made a party to
any action or proceeding (including a law suit or derivative
action) because of his position, against expenses actually and
reasonably incurred by him in connection with the action, if he
acted in good faith in a manner he reasonably believed to be in
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or not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. If the officer
or director is adjudged liable to the Registrant, indemnity can
be made only by court order. If the director or officer is
successful on the merits or otherwise, he must be indemnified
against all expenses actually and reasonably incurred. Also,
Section 145 of the DGCL provides that the Registrant may advance
expenses incurred by a director or officer in defending an action
or proceeding if the director or officer agrees to repay such
amounts if it is determined that he is not entitled to be
indemnified.
Article VII, Section 8.1 of the Registrant's Bylaws
provides that the Registrant shall (a) indemnify any officer or
director who is made a party or threatened to be made a party to
any action or proceeding by or in the right of the Registrant,
because of his or her position, against expenses actually and
reasonably incurred by him in connection with the action or
proceeding, and (b) indemnify any officer or director who is made
a party or threatened to be made a party to any action or
proceeding (other than an action by or in the right of the
Registrant), because of his or her position, against expenses,
judgements, fines and settlements actually and reasonably
incurred by him in connection with the action or proceeding, to
the fullest extent permissible under subsections (a) through (e)
of Section 145 of the DGCL. Thus, directors and officers of the
Registrant will be indemnified by the Registrant provided that
each such person acted in good faith and in a manner that he
reasonably believed was in or not opposed to the Registrant's
best interests, and, with respect to any criminal action, if such
person had no reasonable cause to believe that his conduct was
unlawful. The Registrant may not indemnify a director or
officer, absent of court order, if such person was found liable
to the Registrant and the Registrant must indemnify any director
or officer who is successful on the merits of his defense.
Additionally, the Registrant may advance expenses to a director
or officer in accordance with Section 145 of the DGCL summarized
in the preceding paragraph.
The Registrant's Certificate of Incorporation provides that
the personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by Section 102(b)(7)
of the DGCL. Section 102(b)(7) permits the Registrant to
eliminate the personal liability of its directors to the
Registrant, or any of its stockholders, for monetary damages
resulting from the breach of the director's fiduciary duty,
except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or
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omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) pursuant to Section
174 of the DGCL (involving certain unlawful dividends or stock
purchases, as described more fully below), or (iv) for any
transaction for which the director derived an improper personal
benefit (the "Liability Provision").
The Liability Provision provides the Registrant's directors
with the full protection against personal liability that is
permitted under the DGCL. The Liability Provision eliminates
personal liability of director to the Registrant or its
stockholders for monetary damages in the future if there is any
breach of fiduciary duty (including, without limitation, any
liability for gross negligence in the performance of their
duties), except (i) for any breach of the director's duty of
loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for
violations of section 174 of the DGCL or (v) for any transaction
from which the director derived an improper personal benefit.
Section 174 of the DGCL provides that directors shall, under
certain circumstances, be jointly and severally liable for
willful or negligent violations of Sections 160 and 173 of the
DGCL. Section 160 of the DGCL imposes certain requirements with
respect to stock repurchases and redemptions, and Section 173 of
the DGCL imposes certain requirements with respect to dividends.
Subject to these exceptions, under the Liability Provision,
directors do not have any personal liability to the Registrant or
its stockholders for any violation of fiduciary duty. The
limitation of liability only applies to claims by the Registrant
or its stockholders and does not preclude or limit recovery of
damages by third parties, such as creditors. The Liability
Provision further provides that any repeal or modification of the
limitations on liability set forth in the Liability Provision
does not apply to acts or omissions of directors that occurred
before such repeal or modification.
The effect of the Liability Provision is to eliminate
personal liability of directors for violations of their fiduciary
duty of care. The Liability Provision absolves directors from
liability to the Registrant or its stockholders for negligence in
the performance of their duties, including gross negligence. The
Liability Provision does not, however, insulate directors of the
Registrant from liability to the Registrant or its stockholders
for breach of the duty of loyalty and for other types of "bad
faith" conduct.
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While the Liability Provision protects directors from
awards of monetary damages for breaches of the duty of care, it
does not eliminate or change the duty of care. Accordingly, the
Liability Provision does not limit the availability of equitable
remedies, such as an injunction or rescission based on a
directors's breach of the duty of care, although, as a practical
matter, equitable remedies may not be available (e.g., after a
transaction has already been effected). The Liability Provision
eliminates the liability of directors only for future conduct and
does not apply to acts or omission of directors that occurred
before its adoption. The Liability Provision also does not apply
to claims against a director arising out of actions taken in his
capacity as an officer, or limit or affect the stockholders'
ability to seek and obtain relief under any other law, including
the federal securities laws.
The Liability Provision limits the remedies available to a
stockholder seeking to challenge a Board decision protected by
the Liability Provision, including, for example, decisions
relating to acquisition proposals or similar transactions. The
Liability Provision may, therefore, reduce the likelihood of
derivative litigation against directors, and may discourage or
deter stockholders or management from bringing a lawsuit against
directors for breach of their duty, even though such an action,
if successful, might otherwise have benefited the Registrant and
its stockholders.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, is permitted to directors
and officers of the Registrant pursuant to the above statutory
provisions, the Registrant understands that the Securities and
Exchange Commission is of the opinion that such indemnification
contravenes federal public policy as expressed in said act and
therefore is unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. EXHIBITS.
4.1 Registrant's 1993 Stock Incentive Plan.*
4.2 Form of Incentive Stock Option Agreement.
4.3 Form of Non-Statutory Stock Option Agreement.
5.1 Opinion of Troop Meisinger Steuber & Pasich
regarding validity of securities.
23.1 Consent of Troop Meisinger Steuber & Pasich
23.2 Consent of Ernst & Young.
_______________
* Incorporated herein by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994.
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 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.
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(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 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
Section 13(a) or 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 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, 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 the 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,
registrant will, unless in the opinion of the counsel the matter
has been settled by controlling precedent, submit to the
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Ventura, State of California, on this 28th day of
February 1997.
BIOPOOL INTERNATIONAL, INC.
(Registrant)
By: /s/ Michael D. Bick, Ph.D.
_____________________________
Michael D. Bick, Ph.D.
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Michael D. Bick, Ph.D. Chairman, Chief Execu- February 28, 1997
__________________________ tive Officer, Presi-
Michael D. Bick, Ph.D. dent and Director
/s/ Robert K. Foote Chief Financial Officer February 28, 1997
__________________________
Robert K. Foote
/s/ Andrew L. Cerskus, Ph.D. Director February 28, 1997
__________________________
Andrew L. Cerskus, Ph.D.
/s/ Lewis J. Kaufman Director February 28, 1997
__________________________
Lewis J. Kaufman
/s/ Douglas L. Ayer Director February 28, 1997
__________________________
Douglas L. Ayer
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EXHIBIT 4.2
Optionee: ________________
Address: ________________
________________
________________
BIOPOOL INTERNATIONAL, INC.
1993 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CERTIFICATE
__________________________________
OPTION AGREEMENT dated as of ____________, between BIOPOOL
INTERNATIONAL, INC., a Delaware corporation (the "Company"), and
__________________ (the "Optionee").
The Company has adopted the 1993 Stock Option Plan (the
"Plan") and desires to grant to the Optionee the Incentive Stock
Option provided for herein, all subject to the terms and
conditions of the Plan, Capitalized terms used herein and not
defined have the same meanings as set forth in the Plan.
IT IS AGREED as follows:
1. GRANT OF OPTION. The Company hereby grants to the
Optionee as of the date hereof the right and option to purchase
(subject to adjustment pursuant to the Plan) an aggregate of
______ of its Shares of Common Stock at an option price per Share
of $__________ being at least 100% of the fair market value of
the Common Stock as of the date hereof.
2. OPTION PERIOD. The option granted hereby shall expire
on the tenth anniversary of the date hereof, subject to earlier
termination as provided in the Plan.
3. EXERCISE OF OPTION.
A. The options granted hereby shall become exercisable
as follows:
i) 25 % of the Options granted are exercisable one
year following the date hereof.
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ii) Of the remaining Options, 1/36 of the total are
exercisable per month for the 36 months following the first
anniversary hereof.
B. The Optionee may exercise the option (to the extent it
is then exercisable) by delivering to the Company a written notice
duly signed by the Optionee stating the number of Shares that the
Optionee has elected to purchase and accompanied by payment (in
cash or by certified cheque) of an amount equal to the full
purchase price for the Shares to be purchased. Within twenty
days after receipt by the Company of such notice and payment,
the Company shall issue the Shares in the name of the Optionee
and deliver the certificate therefor to the Optionee. No Shares
shall be issued until full payment therefor has been made, and the
Optionee shall have none of the rights of a shareholder in respect
of such Shares until they are issued.
4. EMPLOYMENT. Nothing contained in this Option Agreement
shall confer upon the Optionee any right to be continued in the
employ of the company or shall prevent the Company from
terminating his employment at any time, with or without cause.
If the Optionee's employment with the Company is terminated for
any reason, this option shall be exercisable only as to those
shares immediately purchasable by him at the date of termination
and, subject to Section 2 hereof, only for the period of 30 days
after the termination, 90 days in the case of retirement, or one
year in the case of death or disability.
5. NON-TRANSFERABILITY OF OPTION. This option shall not
be transferable other than by will or by the laws of descent and
distribution, and may be exercised during the Optionee's lifetime
only by him.
6. TAX STATUS. It is intended that this option qualify as
an incentive stock option within the meaning of Section 422 of
the Code.
7. INCORPORATION OF PLAN. The option granted hereby is
subject to, and governed by, all the terms and conditions of the
Plan, which are hereby incorporated by reference. This
Agreement, including the Plan incorporated by reference herein,
is the entire agreement among the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and
understandings. In the case of any conflict between the terms of
this agreement and the Plan, the provisions of the Plan shall
control.
<PAGE>
8. PURCHASE FOR INVESTMENT. As a condition to the
exercise in whole or in part of the option hereby granted, each
written notice of election shall include a representation by the
Optionee that the shares are being purchased for investment and
not for distribution or resale.
9. NOTICES. Any notice to be given by the Optionee
hereunder shall be sent to the Company at its principal executive
offices, and any notice from the Company to the Optionee shall be
sent to the Optionee at his address set forth above; all such
notices shall be in writing and shall be delivered in person or
by registered or certified mail. Either party may change the
address to which notices are to be sent by notice in writing
given to the other in accordance with the terms hereof.
10. GOVERNING LAW. The parties hereto acknowledge and
agree that the option granted hereby is granted in the State of
California and any Shares issued upon exercise of the option will
be issued in the State of California. This Agreement, as well as
the grant of such option and issuance of such Shares, is and
shall be governed by and construed in accordance with the laws of
the State of California applicable to the agreements made and to
be performed entirely within such State.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
BIOPOOL INTERNATIONAL, INC.
By: ________________________________________
Michael D. Bick, Chief Executive Officer
________________________________________
Optionee
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EXHIBIT 4.3
Optionee: _______________
Address: _______________
_______________
_______________
BIOPOOL INTERNATIONAL, INC.
1993 STOCK OPTION PLAN
NON-STATUTORY STOCK OPTION CERTIFICATE
______________________________________
OPTION AGREEMENT dated as of _______________, between
BIOPOOL INTERNATIONAL, INC., a Delaware corporation (the
"Company"), and ______________________ (the "Optionee").
The Company has adopted the 1993 Stock Option Plan (the
"Plan") and desires to grant to the Optionee the Non-Statutory
Stock Option provided for herein, all subject to the terms and
conditions of the Plan. Capitalized terms used herein and not
defined have the same meanings as set forth in the Plan.
IT IS AGREED as follows:
1. GRANT OF OPTION. The Company hereby grants to the
Optionee as of the date hereof the right and option to purchase
(subject to adjustment pursuant to the Plan) an aggregate of
______________ of its Shares of Common Stock at an option price
per Share of $_________ being at least 100% of the fair market
value of the Common Stock as of the date hereof.
2. OPTION PERIOD. The option granted hereby shall expire
on the tenth anniversary of the date hereof, subject to earlier
termination as provided in the Plan.
3. EXERCISE OF OPTION.
A. The options granted hereby shall become exercisable
one year following the date hereof.
B. The Optionee may exercise the option (to the extent
it is then exercisable) by delivering to the Company a written
notice duly signed by the Optionee stating the number of
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Shares that the Optionee has elected to purchase and
accompanied by payment (in cash or by certified cheque) of
an amount equal to the full purchase price for the Shares
to be purchased. Within twenty days after receipt by the
Company of such notice and payment, the Company shall issue
the Shares in the name of the Optionee and deliver the
certificate therefor to the Optionee. No Shares shall be
issued until full payment therefor has been made, and the
Optionee shall have none of the rights of a shareholder
in respect of such Shares until they are issued.
4. NON-TRANSFERABILITY OF OPTION. This option shall not
be transferable other than by will or by the laws of descent and
distribution, and may be exercised during the Optionee's lifetime
only by him.
5. TAX STATUS. The option is not intended to qualify as
an incentive stock option within the meaning of Section 422A of
the Code.
6. INCORPORATION OF PLAN. The option granted hereby is
subject to, and governed by, all the terms and conditions of the
Plan, which are hereby incorporated by reference. This Agreement
including the Plan incorporated by reference herein, is the
entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and
understandings. In the case of any conflict between the terms of
this agreement and the Plan, the provisions of the Plan shall
control.
7. PURCHASE FOR INVESTMENT. As a condition to the
exercise in whole or in part of the option hereby granted, each
written notice of election shall include a representation by the
Optionee that the shares are being purchased for investment and
not for distribution or resale.
8. NOTICES. Any notice to be given by the Optionee
hereunder shall be sent to the Company at its principal executive
offices, and any notice from the Company to the Optionee shall be
sent to the Optionee at his address set forth above; all such
notices shell be in writing and shall be delivered in person or
by registered or certified mail. Either party may change the
address to which notices are to be sent by notice in writing
given to the other in accordance with the terms hereof.
9. GOVERNING LAW. The parties hereto acknowledge and
agree that the option granted hereby is granted in the State of
California and any Shares issued upon exercise of the option will
be issued in the State of California. This Agreement, as well as
<PAGE>
the grant of such option and issuance of such Shares, is and
shall be governed by and construed in accordance with the laws of
the State of California applicable to the agreements made and to
be performed entirely within such State.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
BIOPOOL INTERNATIONAL, INC.
By: ________________________________________
Michael D. Bick, Chief Executive Officer
________________________________________
Optionee
<PAGE>
EXHIBIT 5.1
TROOP MEISINGER STEUBER & PASICH, LLP
Lawyers
February 28, 1997
Biopool International, Inc.
6025 Nicolle Street, Suite A
Ventura, California 93003
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement"), to which this letter
is attached as Exhibit 5.1, filed by Biopool International, Inc.,
a Delaware corporation (the "Company") in order to register under
the Securities Act of 1933, as amended, up to 1,650,000 shares of
Common Stock of the Company (the "Shares") to be issued pursuant
to the Company's 1993 Stock Incentive Plan (the "Plan").
Subject to compliance with applicable state securities and
"Blue Sky" laws, we are of the opinion that the Shares have been
duly authorized and upon issuance and sale in conformity with and
pursuant to the Plan, and receipt of the purchase price therefor
as specified in the Registration Statement, the Shares will be
legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the
Prospectus constituting a part thereof.
Respectfully submitted,
TROOP MEISINGER STEUBER & PASICH
<PAGE>
EXHIBIT 23.1
TROOP MEISINGER STEUBER & PASICH, LLP
Lawyers
February 28, 1997
Biopool International, Inc.
6025 Nicolle Street, Suite A
Ventura, California 93003
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement"), to which this letter
is attached as Exhibit 5.1, filed by Biopool International, Inc.,
a Delaware corporation (the "Company") in order to register under
the Securities Act of 1933, as amended, up to 1,650,000 shares of
Common Stock of the Company (the "Shares") to be issued pursuant
to the Company's 1993 Stock Incentive Plan (the "Plan").
Subject to compliance with applicable state securities and
"Blue Sky" laws, we are of the opinion that the Shares have been
duly authorized and upon issuance and sale in conformity with and
pursuant to the Plan, and receipt of the purchase price therefor
as specified in the Registration Statement, the Shares will be
legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the
Prospectus constituting a part thereof.
Respectfully submitted,
TROOP MEISINGER STEUBER & PASICH
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm in the Registration
Statement (Form S-8) pertaining to the Biopool International,
Inc. 1993 Stock Incentive Plan and the incorporation by reference
therein of our report dated March 6, 1996, with respect to the
consolidated financial statements and schedules of Biopool
International, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
Woodland Hills, California ERNST & YOUNG
February 28, 1997
