<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1997
Registration No. 33-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
NORD PACIFIC LIMITED
--------------------
(Exact name of registrant as specified in its charter)
Bermuda N/A
- ---------------------------- --------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
22 Church Street
Hamilton HM11, Bermuda N/A
- ---------------------------- --------------------
(Address of Principal (Zip Code)
Executive Offices)
CERTAIN STOCK OPTIONS
------------------------
(Full title of the plan)
Terence H. Lang
c/o Nord Resources Corporation
8150 Washington Village Drive
Dayton, Ohio 45458
------------------------------
(Name and address of
agent for service)
(937) 433-6307
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Maximum Amount of
Securities to be Registered Maximum Aggregate Offering Registration
Registered Offering Price Fee
Price Per
Share
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,120,000(1) $.90 (3) $1,008,000(3) $348 (3)
Common Stock,
$.01 par value 168,000(2) $.90 (3) 151,200(3) $ 52 (3)
--------- ---- ---------- ----
Total 1,288,000 - $1,159,200(3) $400 (3)
--------- ---------- ----
--------- ---------- ----
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Issuable upon exercise of Stock Options granted on February 2, 1996 to
members of the Board of Directors of the Company ("1996 Director Options").
The maximum number of shares which may be issued pursuant to the 1996
Director Options is subject to adjustment made in accordance with certain
anti-dilution provisions in the 1996 Director Options. Accordingly, this
Registration Statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminable number of shares which may be
issuable in connection with such anti-dilution provisions.
(2) Issuable upon exercise of Stock Options granted on February 2, 1996 to
consultants of the Company ("Other Options"). The maximum number of shares
which may be issued pursuant to the Other Options is subject to adjustment
in accordance with certain anti-dilution provisions in the Other Options.
Accordingly, the Registration Statement covers, in addition to the number
of shares of Common Stock stated above, an indeterminable number of shares
which may be issuable in connection with such anti-dilution provisions.
(3) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) of the Securities Act of 1933, as amended, based on the
exercise price for the 1,120,000 1996 Director Options and 168,000 Other
Options.
(i)
<PAGE>
EXPLANATION NOTE
As provided in Instruction C to Form S-8, any prospectus that is to be used
for reoffers and resales of control securities must be filed as part of a
Registration Statement on Form S-8. Accordingly, this Registration Statement
contains the following: (i) a statement in Part I regarding Information
Required in the Section 10(a) Prospectus to be used by employees that are not
"affiliates" (as that term is defined by Rule 405 under the Securities Act of
1933, as amended) of the Company; and (ii) a Prospectus that is to be used by
affiliates of the Company for reoffers and resales of shares of Common Stock
acquired after the date hereof pursuant to the exercise of outstanding stock
purchase options of the Company described in this Registration Statement.
(ii)
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such document is not
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as a prospectus supplement.
(iii)
<PAGE>
PROSPECTUS
1,120,000 Shares of Common Stock
NORD PACIFIC LIMITED
This Prospectus relates to 1,120,000 shares (the "Shares") of common stock,
par value $.01 per share ("Common Stock"), of Nord Pacific Limited (the
"Company") which may be offered from time to time by the selling stockholders
listed herein under the heading "Selling Stockholders" (the "Selling
Stockholders"). The address of the principal executive offices of the Company
is 22 Church Street, Hamilton, Bermuda HM FX and its telephone number at such
address is (809) 292-2363.
The Company does not anticipate receiving any of the proceeds of this
offering. See "USE OF PROCEEDS". The Company will pay all expenses incident to
the offering and sale of the Shares to the public other than commissions and
discounts of underwriters, dealers or agents, which expenses are estimated to be
approximately $6,000.
The Company has a deposit agreement with The Bank of New York whereby
shares of Common Stock of the Company can be exchanged for American Depositary
Receipts ("ADRs"). The Company's ADRs are listed for trading on the National
Association of Securities Dealers Automated Quotation System, National Market
System ("NASDAQ-NMS"). The Company's Common Stock is listed for trading on the
Australian Stock Exchange ("ASX").
The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may involve block
transactions) either on the NASDAQ-NMS (as to ADRs) and/or on the ASX (as to
Common Stock) in negotiated transactions or in private transactions, or a
combination of such methods of sale, at prices to be determined at the time of
sale. The Selling Stockholders may effect such transactions by the sale of
Shares to or through broker-dealers, as principals, or agent, respectively, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of Shares for whom they may act as agent (which compensation may be
in excess of usual and customary commissions). Any broker-dealers that
participate with a Selling Stockholder in the distribution of Shares may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Act") and any commissions received by
them and any profit on the resale of Shares positioned by them may be deemed to
be underwriting discounts and commissions under the Act.
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.
<PAGE>
The Company has informed the Selling Stockholders that the anti-
manipulative Rules 10b-2, 10b-6 and 10b-7 may apply to their sales in the market
of the Shares and has furnished the Selling Stockholders with a copy of these
rules and has informed them of the need for delivery of copies of this
Prospectus.
There is no assurance that the Selling Stockholders will sell any or all of
the Shares.
No person is 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 representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offer of any securities
other than the Shares or an offer of the Shares within any jurisdiction to any
person to whom such offer would be unlawful. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to its date.
One or more supplements to the Prospectus or amended Prospectuses will be
filed pursuant to Rule 424, or otherwise, under the Act to describe any material
arrangements for the resale of the Shares when such arrangements are entered
into by the Selling Stockholder.
- -------------------------------------------------------------------------------
Price to Underwriting Discounts Proceeds to Issuer or Other
Public and Commissions (1) Person
- -------------------------------------------------------------------------------
Per Shares of
Common Stock $1.15(2) Not Applicable $1,481,200(3)
Total $1.15(2) Not Applicable $1,481,200(3)
- -------------------------------------------------------------------------------
(1) This offering is not underwritten.
(2) Based solely on one-fifth (1/5th) (being the ADR - Common Stock conversion
ratio) the average of the closing bid and asked prices of the Company's
ADRs on January 31, 1997, as listed on the NASDAQ-NMS.
(3) The Company will realize no proceeds from the offering of the Shares by the
Selling Stockholders.
The Company's ADRs are listed for trading on the NASDAQ-NMS under the
symbol NORPY and the Company's Common Stock is listed for trading on the ASX
under the symbol NDP. The fixed ratio of shares of Common Stock to ADR is
five (5) to one (1). On January 31, 1997, the closing price of the Company's
ADRs was $5.75 per ADR on the NASDAQ-NMS and the closing price of the
Company's Common Stock was $1.36 per share of Common Stock on the ASX.
The date of this Prospectus is February 5, 1997.
(2)
<PAGE>
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . (4)
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . (5)
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6)
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8)
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8)
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8)
(3)
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8 (together
with all amendments, exhibits and documents incorporated therein by reference,
being hereunder referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), with respect to the Shares being
registered and offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the Shares, reference is
made to the Registration Statement. Statements contained in this Prospectus as
to contents of any contract or any other documents are not necessarily complete,
and, in each instance, reference is made to the copy of such contract or
documents filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference. The Registration Statement, including exhibits thereto, may be
examined without charge and copied at prescribed rates at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, it files annual and quarterly reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports and other information are also
available at the SEC's Internet Web Site at http://www.sec.gov.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, ON THE ORAL OR WRITTEN REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE CONTRACTS AND DOCUMENTS INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT (OTHER THAN EXHIBITS TO SUCH DOCUMENTS).
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO NORD PACIFIC LIMITED, AT C/O NORD
RESOURCES CORPORATION, 8150 WASHINGTON VILLAGE DRIVE, DAYTON, OHIO 45458,
ATTENTION: MR. TERENCE H. LANG, TELEPHONE NUMBER (937) 433-6307.
(4)
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated herein by reference as of their respective dates and made a part
hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1995 (File
No. 000-19182).
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
4. Quarterly Report on Form 10-Q for the quarter ended September 30,
1996.
5. The Company's Proxy Statement dated April 19, 1996 concerning its
Annual Meeting of Stockholders held on June 4, 1996.
6. The Company's Proxy Statement dated January 13, 1997 concerning a
Special Meeting of Stockholders to be held February 17, 1997.
7. Registration Statement on Form S-4, Commission File Number 33-25683,
which contains a description of the Common Stock of the Company.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all Shares offered
have been sold or which deregisters all Shares then remaining unsold shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
(5)
<PAGE>
SELLING STOCKHOLDERS
Set forth below are the names, number of shares of Common Stock
beneficially owned, number of shares of Common Stock offered, of each Selling
Stockholder and number and shares of percentage of Common Stock remaining after
completion of the Offering as of January 31, 1997:
<TABLE>
<CAPTION>
Common Stock Beneficially
Owned After Completion of
Name of Number of Shares Number of Shares of the Offering (2)(3)
Selling of Common Stock of Common Stock -------------------------
Stockholder (1) Beneficially Owned (2) Offered Number Percent
- ----------- ------------------ --------------- ------ -------
<S> <C> <C> <C> <C>
Edgar F. Cruft 19,040,060 (4) 240,000 19,040,060 38.9%
W. Pierce Carson 19,040,060 (4) 240,000 19,040,060 38.9%
Terence H. Lang 17,440,060 (5) 160,000 17,440,060 36.2%
Leonard Lichter 17,366,560 (6) 96,000 17,366,560 36.2%
</TABLE>
- -------------------------
(1) All Selling Stockholders are directors of the Company. In addition,
Dr. Cruft is the Chairman of the Company, Dr. Carson is the President
of the Company and Mr. Lang is a Vice President and the Treasurer of
the Company.
(2) Ownership includes sole voting and investment power as otherwise
noted. When applicable, the number of shares beneficially owned
includes the number of unissued shares which the listed person has the
right to acquire within 60 days after January 31, 1997. In determining
the number of shares outstanding for computing the percent of class
owned by the listed person, the number of shares outstanding of the
Corporation has been increased by the number of unissued shares which
the listed person has the right to acquire from the Company within
sixty (60) days after January 31, 1997.
(3) Assumes that all 1,120,000 shares offered by this Prospectus are sold.
(4) Includes options to purchase 360,000 shares under the Company's 1991
Stock Option Plan. Includes non-plan options to purchase 800,000
shares. Includes option to purchase 300,000 shares under the 1995
Stock Option Plan. Includes 16,740,060 shares of Common Stock which
are owned by Nord Resources Corporation, of which Dr. Cruft is
Chairman, CEO and President, and Dr. Carson is a director.
(5) Includes options to purchase 60,000 shares under the Company 1991
Stock Option Plan and non-plan options to purchase 320,000 shares.
Includes option to purchase 200,000 shares under the 1995 Stock Option
Plan. Includes 16,740,060 shares of Common Stock which are owned by
Nord Resources Corporation of which Mr. Lang is a director and Senior
Vice President. Also includes 30,000 shares owned by his wife for
which shares he disclaims beneficial ownership.
(6) Includes options to purchase 60,000 shares under the Company's 1991
Stock Option Plan and non-plan options to purchase 228,000 shares.
Includes option to purchase 120,000 shares under the 1995 Stock Option
Plan. Includes 16,740,060 shares of Common Stock which are owned by
Nord Resources Corporation of which Mr. Lichter is a director.
(6)
<PAGE>
<TABLE>
<CAPTION>
Common Stock Beneficially
Owned After Completion of
Name of Number of Shares Number of Shares of the Offering (2)(3)
Selling of Common Stock of Common Stock -------------------------
Stockholder (1) Beneficially Owned (2) Offered Number Percent
- ----------- ------------------ ---------------- ------ -------
<S> <C> <C> <C> <C>
Michel J. Drew 408,008 (7) 96,000 408,008 *
John C. R. Collis 408,008 (7) 96,000 408,008 *
Lucile Lansing 408,000 (7) 96,000 408,000 *
John B. Roberts 273,000 (8) 96,000 273,000 *
</TABLE>
The Selling Stockholders have or will receive the Shares upon the exercise
of outstanding stock options (the "Stock Options") issued by the Company on
February 2, 1996, subject to stockholder approval (which was obtained on June 4,
1996), and all Stock Options have an exercise price of $.90 per Share.
The Company does not know of any contractual agreements between any Selling
Shareholders regarding the sale of securities offered hereunder.
This offering is not contingent upon the sale of any minimum number of the
securities being offered. The Selling Shareholders may sell all or any portion
of the securities being offered. Therefore, there are no arrangements for the
return of funds to purchasers if all of the securities being offered are not
sold.
The Company has been advised by the Selling Stockholders that there are no
underwriting arrangements with respect to the Shares (or ADR's), that the Shares
will be sold from time to time either on the NASDAQ System and/or on the ASX in
negotiated transactions, or in private transactions, or a combination of such
methods of sale, at prices to be determined at the time of sale. Usual and
customary brokerage fees may be paid by the Selling Stockholders in connection
therewith.
The Selling Stockholders may be deemed to be an underwriter within the
meaning of the Act, although the Selling Stockholders disclaim that they are an
underwriter.
- -------------------------
(7) Includes options to purchase 60,000 shares under the Company's 1991
Stock Option Plan, option to purchase 60,000 shares under the 1995
Stock Option Plan and non-plan options to purchase 180,000 shares.
(8) Includes options to purchase 60,000 shares under the Company's 1991
Stock Option Plan and options to purchase 60,000 shares under the 1995
Stock Option Plan and non-plan options to purchase 40,000 shares.
* Represents less than 1% of the shares outstanding.
(7)
<PAGE>
USE OF PROCEEDS
The Company does not anticipate receiving any proceeds from the sale of the
Shares. The Company intends to use the proceeds from the exercise of the Stock
Options for working capital purposes.
LEGAL MATTERS
Mr. Leonard Lichter who is a director of the Company is also a principal of
the law firm of Spitzer & Feldman P.C., which assisted the Company in the
preparation of the Registration Statement of which this Prospectus is a part and
passed upon certain matters relating to the securities registered hereby. John
C.R. Collis, a director of the Company, is a partner in the law firm of
Conyers, Dill & Pearman, which firm has rendered an opinion to the Company
that the Common Stock offered hereby has been duly authorized and, upon issuance
in accordance with the terms of this Registration Statement, will be duly and
validly issued, fully paid and non-assessable. Mr. Lichter and Mr. Collis, as
directors, are the holders of certain Stock Options, which are the subject of
this Registration Statement.
EXPERTS
The financial statements of Nord Pacific Limited and subsidiaries
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, have been audited by Deloitte &
Touche, chartered accountants, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
(8)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Each of the documents in (a) through (c) below are incorporated by
reference in the Registration Statement:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the document referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained
in the Registration Statement on Form S-4, filed on January
24, 1990 (Registration No. 33-25683), including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement 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 by reference herein
and to be part hereof from the date of filing of such documents.
The financial statements and schedules incorporated by reference in
this Registration Statement from the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, have been audited by Deloitte & Touche,
chartered accountants, as stated in their report, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
ITEM 4. DESCRIPTIONS OF SECURITIES.
Not applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Mr. Leonard Lichter, a director of the Registrant, is also a
principal of the law firm of Spitzer & Feldman P.C., which assisted the
Registrant in the preparation of this Registration Statement. John C.R. Collis,
a director of the Registrant, is a partner in the law firm of Conyers, Dill &
Pearman, which firm has rendered an opinion to the Registrant that the Common
Stock offered hereby has been duly authorized and, upon issuance in accordance
with the terms of this Registration Statement, will be duly and validly issued,
fully paid and non-assessable. Mr. Lichter and Mr. Collis, as directors, are
the holders of certain Stock Options, which are the subject of this Registration
Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bermuda law authorizes a corporation, in its bylaws, to provide that
directors of the corporation will not be liable to the corporation or its
shareholders for any act or failure to act, except in respect of any willful
negligence, willful default, fraud or dishonesty on such director's part.
Bermuda law also authorizes a corporation, in its bylaws, to provide that each
shareholder waive any claim or right of action he may have, whether individually
or by in the right of the corporation, against any director on account of any
action or failure to act, except no shareholder may waive his rights in respect
of any willful negligence, willful default, fraud or dishonesty on such
director's part. Bermuda law also authorizes a corporation, in its bylaws, to
provide that the corporation will indemnify and hold harmless its officers and
directors from any act or failure to act, except in respect of any willful
negligence, willful default, fraud or dishonesty which may attach to any officer
or director.
The Registrant's bylaws provide, in substance, for the exculpation
from liability of directors and for the indemnification of directors and
officers of the Registrant to the maximum extent permitted by Bermuda law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares of Common Stock registered pursuant to this
Registration Statement underlie stock options which were issued, and the
underlying shares of Common Stock which will be issued by the Company, in
reliance upon the exemption set forth in Section 4(2) of the Securities Act
of 1933, as amended, to its directors, and to certain consultants, in
transactions not involving a public offering. In determining that such
exemption was and is available, the Company relied upon the fact that the
stock options were and will be issued to a small number of persons, namely,
the directors and certain consultants, that the stock options are not
generally transferrable and are exercisable only by each of the directors,
employees, employees of its parent entity and to several consultants, and
that the certificates evidencing such stock options contain a legend
restricting transfer of the stock options in non-registered transactions.
II-2
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
4.1 Form of Nord Pacific Limited 1996 Director Option
4.2 Form of Nord Pacific Limited Other Option
5.1 Opinion of Messrs. Conyers, Dill & Pearman, Bermuda, Regarding
Legality of the Issuance of the Shares
24.1 Consent of Messrs. Conyers, Dill & Pearman, Bermuda (Included in
their opinion filed as Exhibit 5.1)
24.2 Consent of Deloitte & Touche
25.1 Power of Attorney of Officers and Directors of Nord Pacific Limited
appointing Attorney-in-Fact. Reference is made to signature pages
S-1 and S-2 of the Registration Statement.
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with
II-3
<PAGE>
or furnished to the Securities and Exchange 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 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 the registration by means of a post-effective
amendment of 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 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulations S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under 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 liability (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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Olivos, and State of California, on the
31st day of January, 1997.
NORD PACIFIC LIMITED
By: /s/ Edgar F. Cruft
-----------------------------------------
Edgar F. Cruft
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of NORD PACIFIC LIMITED, hereby
severally constitute and appoint EDGAR F. CRUFT and TERENCE H. LANG and each of
them (with full power to each of them to act alone), our true and lawful
attorneys-in-fact and agents, with full power or substitution and
resubstitution, for us and in our stead, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof. Witness our
hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Edgar F. Cruft Chief Executive January 31, 1997
- ----------------------- Officer and
EDGAR F. CRUFT Director
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
President and Director January 31, 1997
- -----------------------
W. PIERCE CARSON
Vice President, January 31, 1997
- ----------------------- Treasurer (Principal
TERENCE H. LANG Financial and Accounting
Officer) and Director
Director January 31, 1997
- -----------------------
JOHN C.R. COLLIS
Director January 31, 1997
- -----------------------
MICHAEL J. DREW
Director January 31, 1997
- -----------------------
LUCILE LANSING
Director January 31, 1997
- -----------------------
LEONARD LICHTER
Director January 31, 1997
- -----------------------
JOHN B. ROBERTS
<PAGE>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER NUMBERED PAGE
- ------- -------------
4.1 Form of Nord Pacific Limited 1996 Director Option
4.2 Form of Nord Pacific Limited Other Option
5.1 Opinion of Messrs. Conyers, Dill & Pearman,
Bermuda, Regarding Legality of the Issuance of the
Shares
24.1 Consent of Messrs. Conyers, Dill & Pearman,
Bermuda (Included in their opinion filed as Exhibit
5.1)
24.2 Consent of Deloitte & Touche
25.1 Power of Attorney of Officers and Directors of
Nord Pacific Limited appointing Attorney-in-Fact.
Reference is made to signature pages S-1 and S-2
of the Registration Statement.
<PAGE>
NORD PACIFIC LIMITED
NON-PLAN STOCK OPTION
NORD PACIFIC LIMITED, a Bermuda corporation (the "Company"), hereby grants
_____________________________ ("Director"), effective _______________ ("Date of
Grant"), as a separate inducement and agreement in connection with Director's
services to the Company and not in lieu of any other compensation or fees paid
to the Director for services, the right and option to purchase ____________
(_____) shares of Common Stock of the Company ("Shares") at the purchase price
of U.S. $_____ per Share (the "Option").
The Option is granted upon the following terms:
1. Subject to subparagraph 3 below, the Option shall expire at the close
of business on ___________ unless exercised prior thereto.
2. The Option is exercisable at any time, in whole or in part, subject to
the provisions of subparagraph 3 below. The Shares shall vest fifty (50%)
percent on the first anniversary of the Date of Grant and the balance shall vest
on the second anniversary on the Date of Grant.
3. In the event the Director dies or becomes permanently disabled, the
Option may be exercised within one (1) year after the date of death or permanent
disability by the person or persons (including the Director's estate) to whom
the Director's rights under the Option shall have passed by will or by the laws
of descent and distribution or by the Director or his personal representatives,
as the case may be. Under no circumstances, however, may the Option be
exercised after the expiration date of the Option specified in subparagraph 1
above.
4. The Option may not be assigned, transferred, pledged or otherwise
encumbered by Director other than by will or the laws of descent and
distribution; the Option may not be subject to execution, attachment, or similar
process; and the Option may be exercised during the lifetime of Director only by
Director.
5. Payment for all Shares purchased to exercise the Option shall be made
in cash or by certified check, money order or, if approved by the Board of
Directors, by personal check. In lieu of a check, the Director may, with the
approval of the Compensation Committee of the Board of Directors in its sole
discretion, submit certificates for stock of the Company tendered as full or
partial payment of the option exercise price. Certificates for stock tendered
must be endorsed or accompanied by signed stock powers with the signature
guaranteed by a commercial bank or trust company or by a brokerage firm
acceptable to the Company. Stock tendered in payment will be valued on the date
of exercise of the Option. Any deficiency in the option exercise price shall be
paid by certified check. Such payment shall be made at the time that the Option
or any part thereof is exercised and no Shares shall be issued or delivered
until full payment therefor has been made.
6. If and to the extent that the number of issued shares of common stock
of the Company shall be increased or reduced by change in par value, split up,
reclassification, distribution
<PAGE>
of a dividend payable in stock, or the like, the number of shares subject to
the Option and the option price per share shall be proportionately adjusted.
If the Company shall be the surviving corporation in any merger or
consolidation, recapitalization, reclassification of shares or similar
reorganization, the holder of this Option shall be entitled to purchase, at
the same times and upon the same terms and conditions as are then provided in
this Option, the number and class of shares of stock or other securities to
which a holder of the number of shares of stock subject to this Option at the
time of such transaction would have been entitled to receive as a result of
such transaction. In the event of a dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not the
surviving corporation, this Option shall terminate upon the effective date
thereof, except to the extent that another corporation assumes this Option or
substitutes another option therefor. Except as expressly provided in this
Section 6, the holder of this Option shall have no rights by reason of any
subdivision or combination of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares
of stock or any class or by reason of any dissolution, liquidation, merger or
consolidation or distribution to the Company's shareholders of assets or
stock of another corporation. Except as expressly provided herein, any issue
by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Shares
of stock subject to this Option.
7. Director shall have no rights as a stockholder with respect to the
Option until payment of the option price and delivery to him of the Shares as
herein provided.
8. This Option Agreement shall be governed by and construed in accordance
with the laws of Bermuda, without giving effect to principals of conflict of
laws.
9. Neither this Option Agreement nor the Shares are registered under the
Securities Act of 1933, as amended. This Option is subject to the condition
that if at any time the listing, registration or qualification of the Shares
covered by this Option upon any securities exchange or under any state or
federal law is necessary or desirable as a condition of or in connection with
the purchase or delivery of Shares hereunder, the delivery of any or all Shares
pursuant to this Option may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the Shares purchasable or otherwise
deliverable under this Option, the Company may require, as a condition of
exercise of this Option, that the Directors represent, in writing, that the
Shares received pursuant to this Option are being acquired for investment and
not with a view to distribution and agree that the Shares will not be disposed
of except pursuant to an effective registration statement, unless the Company
shall have received an opinion of counsel that such disposition is exempt from
such requirement under the Securities Act of 1933 and any applicable state
securities laws. The Company may endorse on certificates representing Shares
delivered pursuant to this Option such legends referring to the foregoing
representations or restrictions or any other applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.
-2-
<PAGE>
10. This Option Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
11. This Option is contingent upon and not exercisable until approved by
the shareholders of the Company. The Option shall be null and void if not so
approved.
IN WITNESS WHEREOF, the Company has executed this Option as of the ____ day
of _______________.
NORD PACIFIC LIMITED
By:______________________________________
Name:
Title:
ATTEST:
_________________________
-3-
<PAGE>
NORD PACIFIC LIMITED
STOCK OPTION
NORD PACIFIC LIMITED, a Bermuda corporation (the "Company"), hereby
grants to ________ ("Optionee"), effective February 2, 1996 ("Date of Grant"),
as a separate inducement and agreement in connection with Optionee's services to
the Company and not in lieu of any other compensation or fees paid to the
Optionee for services, the right and option to purchase ______________ (______)
shares of Common Stock of the Company ("Shares") at the purchase price of
U.S.$.90 per Share (the "Option").
The Option is granted upon the following terms:
1. Subject to subparagraph 4 below, the Option shall expire at
the close of business on the earlier of: (i) February 1,
2001, or (ii) ninety (90) days after the date that the
Optionee no longer has a contract and/or an employment
relationship with the Company, unless exercised prior
thereto.
2. The Option is exercisable at any time, in whole or in part,
subject to the provisions of subparagraphs 3 and 4 below.
3. The Optionee shall vest 100% on August 2, 1996.
4. In the event Optionee dies or becomes permanently disabled,
the Option may be exercised within one (1) year after the
date of death or permanent disability by the person or
persons (including the Optionee's estate) to whom the
Optionee's rights under the Option shall have passed by will
or by the laws of descent and distribution or by the
Optionee or his or personal representatives, as the case may
be. Under no circumstances, however, may the Option be
exercised after the expiration date of the Option specified
in subparagraph 1
<PAGE>
above.
5. The Option may not be assigned, transferred, pledged or
otherwise encumbered by Optionee other than by will or the
laws of descent and distribution; the Option may not be
subject to execution, attachment, or similar process; and
the Option may be exercised during the lifetime of Optionee
only by Optionee.
6. Payment for all Shares purchased to exercise the Option
shall be made in cash or by certified check, money order or
by personal check (if approved by the Board of Directors).
In lieu of a check, the Optionee may, with the approval of
the Compensation Committee of the Board of Directors in its
sole discretion, submit certificates for stock of the
Company tendered as full or partial payment of the option
exercise price. Certificates for stock tendered must be
endorsed or accompanied by signed stock powers with the
signature guaranteed by the commercial bank or trust company
or by a brokerage firm acceptable to the Company. Stock
tendered in payment will be valued at its fair market value
on the date of exercise of the Option. Any deficiency in
the option exercise price shall be paid by certified check.
Such payment shall be made at the time that the Option or
any part thereof is exercised and no Shares shall be issued
or delivered until full payment therefor has been made.
7. If and to the extent that the number of issued shares of
common stock of the Company shall be increased or reduced by
change in par value, split up, reclassification,
distribution of a dividend payable in stock or the like, the
number of shares subject to the Option and the option price
per share shall be proportionately adjusted. If the Company
shall be the surviving corporation in any merger or
consolidation, recapitalization, reclassification of shares
or similar reorganization, the holder of this Option shall
be entitled to purchase, at the same times and upon the same
terms and conditions as are then provided in this Option,
the number and class of shares of stock or other securities
to which a holder of the number of shares of stock subject
to this Option at the time of such transaction would have
been entitled to receive as a result of such transaction.
In the event of a dissolution or liquidation of the Company
or a merger or consolidation in
2
<PAGE>
which the Company is not the surviving corporation, this Option
shall terminate upon the effective date thereof, except to the
extent that another corporation assumes this Option or
substitutes another option therefor. Except as expressly
provided in this Section 7, the holder of this Option shall have
no rights by reason of any subdivision or combination of shares
of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock or
any class or by reason of any dissolution, liquidation, merger or
consolidation or distribution to the Company's shareholders of
assets or stock of another corporation. Except as expressly
provided herein, any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares of
stock subject to this Option.
8. Optionee shall have no rights as a stockholder with respect
to the Option until payment of the option price and delivery
to him of the Shares as herein provided.
9. This Option Agreement shall be governed by and construed in
accordance with the laws of Bermuda, without giving effect
to principals of conflict of laws.
10. Neither this Option Agreement nor the Shares are registered
under the Securities Act of 1933, as amended. This Option
is subject to the condition that if at any time the listing,
registration or qualification of the Shares covered by this
Option upon any securities exchange or under any state or
federal law is necessary or desirable as a condition of or
in connection with the purchase or delivery of Shares
hereunder, the delivery of any or all Shares pursuant to
this Option may be withheld unless and until such listing,
registration or qualification shall have been effected. If
a registration statement is not in effect under the
Securities Act of 1933 or any applicable state securities
laws with respect to the Shares purchasable or otherwise
deliverable under this Option, the Company may require, as a
condition of exercise of this Option, that the Optionee
represent, in writing, that the Shares received pursuant to
this Option are being acquired for investment and not with a
view to distribution and agree that
3
<PAGE>
the Shares will not be disposed of except pursuant to an
effective registration statement, unless the Company shall have
received an opinion of counsel that such disposition is exempt
from such requirement under the Securities Act of 1933 and any
applicable state securities laws. The Company may endorse on
certificates representing Shares delivered pursuant to this
Option such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as
the Company, in its discretion, shall deem appropriate.
11. This Option Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
4
<PAGE>
IN WITNESS WHEREOF, the Company has executed this Option as of the 2nd
day of February, 1996.
NORD PACIFIC LIMITED
By:___________________________
Name:
Title:
ATTEST:
_______________________
5
<PAGE>
23rd January, 1997
The Board of Directors
Nord Pacific Limited
22 Church Street
Hamilton
Dear Sirs,
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as special counsel in Bermuda to Nord Pacific Limited, (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of the United States
of America. The Registration Statement relates to the issue of 1,288,000 shares
(the "Shares") of the Company of par value $0.01 which are issuable pursuant to
certain stock options granted on February 2, 1996 to members of the Board of
Directors of the Company (the "1996 Director Options") and to consultants of the
Company (the "Other Options"). The Director Options and the Other Options are
herein collectively referred to as the "Options".
For the purposes of giving this opinion, we have examined copies of the form of
Options and a draft of the Registration Statement (collectively, the
"Documents"). We have also reviewed the Memorandum of Association and the
Bye-laws of the Company, minutes of the meetings of the Directors and
Shareholders of the Company held on February 2, 1996 and June 4, 1996
respectively and such other documents and made such enquiries as to questions of
law as we have deemed necessary in order to render the opinions set forth below.
<PAGE>
Page 2
Nord Pacific Limited
23rd January, 1997
We have assumed:
(a) the genuineness and authenticity of all signatures, stamps and seals
and the conformity to the originals of all copies (whether or not
certified) reviewed by us and the authenticity and completeness of the
original documents from which such copies were taken;
(b) the capacity, power and authority of each of the parties to the
Documents, other than the Company;
(c) the due execution and delivery of the Documents by each of the parties
thereto;
(d) that there is no improper purpose for the grant of the Options or for
the issue of the Shares;
(e) the accuracy and completeness of all factual statements,
representations and warranties made in the Documents;
(f) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein;
(g) the validity and binding effect of the Documents under the laws of
Bermuda and the United States of America;
(h) that the Registration Statement has been or will be duly filed with
the Securities and Exchange Commission;
(i) that the Shares are listed or traded on the Australian Stock Exchange
and the Company's American Depository Receipts are listed for trading
on NASDAQ-NMS;
(j) that the Shares will be issued to persons who are regarded as
non-resident in Bermuda for exchange control purposes;
(k) that due payment has been or will be made for the Shares; and
(l) that the Options and the Shares will be or have been granted or issued
to persons who qualify under the Options.
We have made no investigation of and express no opinion in relation to the laws
of any country.
<PAGE>
Page 3
Nord Pacific Limited
23rd January, 1997
other than Bermuda. This opinion is to be governed by and construed in
accordance with the laws of Bermuda and is limited to and is given on the basis
of the current law and practice in Bermuda. This opinion is issued solely for
your benefit in connection with the filing of the Registration Statement with
the Securities and Exchange Commission and is not to be relied upon by any other
person, firm or entity or in respect of any other matter nor is it to be quoted
or referred to in any other document registered or filed with any governmental
authority or public body without our prior express consent in writing.
On the basis of and subject to the foregoing, we are of the opinion that:
(1) based solely on our search of the Company's share register dated as of
December, 20, 1996, the authorised capital of the company is adequate
to enable the Shares to be issued.
(2) the Shares will, if as and when the Options are properly exercised and
upon issue and delivery of the Shares against due payment therefor in
the manner contemplated by the Options and the Registration Statement,
be legally issued and credited as fully paid and non-assessable
(meaning that no further sums will be payable to the Company in
respect of the Shares).
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement under the caption "Interests of Named Experts and Counsel".
Yours faithfully
CONYERS, DILL & PEARMAN
<PAGE>
Exhibit 24.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Nord Pacific Limited on Form S-8 of our report dated March 11, 1996,
appearing in the Annual Report on Form 10-K of Nord Pacific Limited for the
year ended December 31, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche
Chartered Accountants
Hamilton, Bermuda
February 3, 1997
