As filed with the Securities and Exchange Commission on December 31, 1996.
Registration No. 33-80347
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
ON
FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
CELL ROBOTICS INTERNATIONAL, INC.
---------------------------------
(Name of small business issuer in its Charter)
Colorado 5049-05 84-1153295
- ------------ --------- ----------
(State or other jurisdiction(Primary Standard Industrial IRS Employer
of incorporation or organization)Classification Code Number)Identification
Number
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
(505) 343-1131
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Dr. Ronald K. Lohrding, President
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
(505) 343-1131
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number of
agent for service of process)
Copies to:
Clifford L. Neuman, Esq.
Neuman & Cobb
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [
]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
===============================================================================
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
Item No. and Heading
In Form S-3 Location
Registration Statement In Prospectus
----------------------- -------------
1. Forepart of the Registration Forepart of Registration
Statement and outside front Statement and outside front
cover page of Prospectus cover page of Prospectus
2. Inside front and outside back Inside front and outside back
cover pages of Prospectus cover pages of Prospectus
3. Summary Information, Risk Prospectus Summary, Risk Factors
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Securityholder Selling Securityholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to Description of Securities
be Registered
10. Interest of Named Experts Legal Matters
and Counsel
11. Material Changes Recent Developments
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Indemnification
Position on Indemnification
for Securities Act Liabilities
_______________________________
* Omitted from Prospectus because Item inapplicable or answer is in the
negative.
<PAGE>
PROSPECTUS
CELL ROBOTICS INTERNATIONAL, INC.
----------------------------------------------------------------------
2,262,500 Shares
$.004 par value Common Stock
----------------------------------------------------------------------
115,000 Redeemable Class A Common Stock Purchase Warrants
- -------------------------------------------------------------------------------
This Prospectus relates to the offering of securities of Cell Robotics
International, Inc., a Colorado corporation (the "Company" or "CRI").
The first offering relates to the reoffer of 1,917,500 shares of the
Common Stock, $.004 par value ("Common Stock") owned by certain stockholders of
the Company ("Selling Securityholders" and the "Selling Securityholders
Offering," respectively). The Selling Securityholders may offer all 1,917,500
shares of the Company's Common Stock covered by this Prospectus in transactions
in the over-the-counter market at prices obtainable at the time of sale, or in
privately negotiated transactions at prices determined by negotiation. The
Selling Securityholders may effect such transactions by selling the shares to
or through securities broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Securityholders, (which compensation as to a particular broker-dealer
may be in excess of customary commissions). (See "SELLING SECURITYHOLDERS" and
"PLAN OF DISTRIBUTION".) The Selling Securityholders and the brokers and
dealers through whom sales of the shares are made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any profits realized by them on the sale of the
shares may be considered to be underwriting compensation.
This Prospectus also relates to the offer by the Company of 230,000 shares
of Common Stock and Class A Warrants exercisable to purchase an additional
115,000 shares issuable to Paulson Investment Company, Inc. ("Paulson")
pursuant to a Placement Agent's Warrant granted to Paulson in connection with a
private offering undertaken by the Company in the third quarter of 1995 (the
"Placement Agent's Warrant Offering"). The Placement Agent's Warrant is
exercisable to purchase 11.5 Units at a price of $25,000 per Unit, each Unit
consisting of 20,000 shares of Common Stock and 10,000 Class A Warrants. Each
Class A Warrant entitles the holder thereof to purchase one (1) share of Common
Stock at an exercise price of $1.75 per share for the period commencing upon
the effective date of the Registration Statement (the "Registration Statement")
registering for sale under the Securities Act of 1933, as amended (the
"Securities Act"), the shares of Common Stock issuable upon exercise of the
Class A Warrants (the "Warrant Stock") and expiring on December 31, 2000. The
Company has the right to redeem all of the outstanding and unexercised Class A
Warrants at a redemption price of $0.25 per Class A Warrant upon thirty (30)
days' written notice in the event (i) the Registration Statement has been filed
and is in effect covering the issuance of the shares of Warrant Stock; (ii)
there exists a public trading market on the NASDAQ SmallCap Market ("NASDAQ")
or the OTC Electronic Bulletin Board ("Bulletin Board") for the Company's
Common Stock; and (iii) the closing public trading price of the Company's
Common Stock has equalled or exceeded $3.50 per share for ten (10) or more
consecutive trading days.
This Prospectus also relates to the offer by the Company of up to 115,000
shares of Warrant Stock issuable upon exercise of the 115,000 Class A Warrants
issuable upon exercise of the Placement Agent's Warrant (the "Company
Offering").
<PAGE>
The Company will not receive any of the proceeds from the sale of shares
of Common Stock by the Selling Securityholders. The Company will, however,
receive the net proceeds from the exercise, if any, of the Placement Agent's
Warrant and the exercise of the Class A Warrants, issued as part of the Units
purchased upon exercise of the Placement Agent's Warrants. Pursuant to an
agreement between the Company and the Selling Securityholders, the cost of
registering the shares offered hereby, estimated to be $25,000, is being paid
by the Company. The Selling Securityholders will, however, pay the other costs
related to the sale of their shares, including discounts, commissions and
transfer fees. (See "PLAN OF DISTRIBUTION".)
Prior to this Offering, the public markets for the Company's Common Stock
and Class A Warrants have been illiquid, and there can be no assurance that
more viable public markets will develop in the future. Currently, however,
only the Company's Common Stock is traded in the over-the-counter market and
quoted on the Bulletin Board under the symbols "CRII". On December 17, 1996,
the bid and ask prices of the Company's Common Stock, as quoted on the Bulletin
Board, were $1.94 and $2.06, respectively.
-------------------------------
FOR DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMPANY, SEE "RISK FACTORS" COMMENCING AT PAGE 8.
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONS, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction, or in any jurisdiction in
which the person making such offer or solicitation is not qualified to do so.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act files periodic reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company can be inspected and
copied (at prescribed rates) at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W. Judiciary Plaza, Washington, D.C. 20549, as well
as at the following Regional Offices: Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material also may
be obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
The Company has filed Post-Effective Amendment No. 2 on Form S-3 to its
Registration Statement of Form SB-2 with the Commission in Washington, D.C., in
accordance with the provisions of the Act. This Prospectus does not contain
all of the information set forth in the Registration Statement, as amended,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information pertaining to the
Selling Securityholder Offering, Company Offering or Placement Agent's Warrant
Offering, and shares of Common Stock offered hereby, and the Company, reference
is made to the Registration Statement, as amended, including the exhibits and
financial statement schedules filed as a part thereof. Statements herein
contained concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an Exhibit to the Registration Statement, as amended. The
Registration Statement, as amended, may be obtained from the Commission upon
payment of the fees prescribed therefor and may be examined at the principal
office of the Commission in Washington, D.C.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended, are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 ("Annual Report"), SEC File No. 0-27840, filed with
the Commission on April 15, 1996;
(2) 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 annual
report referred to in (1) above, including:
(a) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1996, SEC File No. 0-27840, filed with the
Commission on May 20, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1996, SEC File No. 0-27840, filed with the
Commission on August 19, 1996;
(c) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1996, SEC File No. 0-27840, filed with the
Commission on November 18, 1996.
All documents filed by the Company with the Commission pursuant to Section
13a, 13c, 14 or 15d of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering covered by this Prospectus will be
deemed incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents.
Any statement contained in the above-referenced documents shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained in this Prospectus 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 Prospectus.
Copies of any documents or portions of such documents incorporated in this
Prospectus, not including exhibits to the information that is incorporated by
reference, unless such exhibits are specifically incorporated by reference to
this Prospectus, may be obtained at no charge by a written or oral request to
Dr. Ronald K. Lohrding, President, Cell Robotics International, Inc., 2715
Broadbent Parkway N.E., Albuquerque, New Mexico 87107 (505)343-1131.
<PAGE>
[THE FOLLOWING INFORMATION IS CONTAINED WITHIN A BOX BORDERING PAGE]
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information, including the related notes thereto, appearing elsewhere in this
Prospectus.
THE COMPANY
Cell Robotics International, Inc., a Colorado corporation ("CRII"), with
its wholly-owned subsidiary, Cell Robotics, Inc., a New Mexico corporation
("Cell Robotics") (hereinafter CRII and Cell Robotics shall collectively be
referred to as the "Company" or "CRI") has developed a series of advanced
scientific instruments that increase the usefulness and importance of the
conventional laboratory microscope as a tool in medical, biological and genetic
applications in the life sciences. Its technologies are sophisticated add-on
products which transform a microscope from an instrument for simply viewing
microspace to a microrobotics laboratory. Using laser-generated optical traps
and high-precision motorized stages, Cell Robotics' instruments change the
microscope from a tool of simple visualization, identification and measurement,
to one that permits a scientist or clinician to physically manipulate and
microdissect (e.g., pick up, isolate, move, perform microsurgery, sort, etc.)
living cells and other objects in the microscopic field of vision. These
instruments are being used in a variety of applications in the life sciences.
Prior to the Company's development of its proprietary products, the only
instruments available to scientists to isolate, sort, manipulate and dissect
microscopic biological specimens have been mechanical micromanipulators that
not only lack precision and accuracy but also frequently result in damage to
the biological material.
Research scientists at AT&T engaged in extensive research which resulted
in the issuance in 1989, initially in the United States and then in other
jurisdictions, of an enabling patent covering the use of highly-focused light
particles to hold and move objects in microspace. Light consists of
microscopic particles called photons which, although very small, possess mass.
A laser beam is created by the generation of billions of photons. The
Company's principal products incorporate lasers to exploit these properties of
light to manipulate objects viewed under a microscope.
The Company's LaserTweezers (TM) 2000 and LaserTweezers (TM) 100 have been
developed under an exclusive, worldwide license of the AT&T patent. The
Company's LaserScissors (TM) 2000, CellSelector, SmartStage and "C" Stage
utilize other proprietary technology developed by the Company. Collectively,
these products represent technologically sophisticated advancements that
permit scientists engaged in the areas of cellular, genetic or molecular
research to work in microspace with significantly improved precision and
control. In addition, the Company is actively involved in further research and
development for new applications of its technology.
Until recently, the Company has allocated a substantial portion of its
effort and resources to product development. It has now completed important
distribution arrangements and is poised to substantially increase marketing and
sales activities.
<PAGE>
On September 19, 1995, the Company successfully closed a private offering
of its securities in which it sold an aggregate of 115 Units to selected
qualified investors at a price of $25,000 per Unit, realizing aggregate gross
proceeds of $2,875,000 (the "Private Offering"). Each Unit sold in the Private
Offering consisted of 20,000 shares of Common Stock and Class A Warrants
exercisable to purchase an additional 10,000 shares of Common Stock at an
exercise price of $1.75 per share. The Private Offering was undertaken by the
Company through Paulson Investment Company, Inc. ("Paulson"), as Placement
Agent. In consideration of its services as Placement Agent, Paulson received a
placement fee equal to ten percent (10%) of the gross proceeds of the Private
Offering and a non-accountable expense allowance equal to five percent (5%) of
the gross proceeds of the Private Offering. In addition, Paulson was issued a
Placement Agent's Warrant exercisable to purchase 11.5 Units at a price of
$25,000 per Unit, each Unit consisting of 20,000 shares of Common Stock and
Class A Warrants exercisable to purchase an additional 10,000 shares of Common
Stock at an exercise price of $1.75 per share.
On January 10, 1996, the Company acquired substantially all of the assets
of TECNAL, Inc., which consisted primarily of the rights under a patent for a
low cost, high power, solid state laser. The Company is currently developing
several medical products based on this technology.
The Company maintains its principal offices at 2715 Broadbent Parkway,
N.E., Albuquerque, New Mexico 87107. Its telephone number at that address is
(505) 343-1131, and its facsimile number is (505) 344-8112.
SELLING SECURITYHOLDER OFFERING
Securities Offered: 1,917,500 shares of Common Stock, $.004
par value
Nasdaq Symbol:
Common Stock CRII
Offering Price: Prevailing Market Prices
THE PLACEMENT AGENT'S WARRANT OFFERING
Securities Offered: (1) 11.5 Units, each Unit consisting of
20,000 shares of Common Stock and
10,000 Class A Warrants
Offering Price: $25,000 per Unit
_______________
(1) The securities comprising the Units will be immediately separated and
transferrable. The Units are not being separately registered and there
will be no public trading market developed for the Units.
<PAGE>
THE COMPANY OFFERING
Common Shares:(1) 115,000 shares of Common Stock,
$.004 par value
Common Shares Outstanding:
Before the Offering 5,003,414
After the Offering(2)(3) 5,348,414
Bulletin Board symbol: CRII
Offering Price Per Share: $1.75
RISK FACTORS
The Offering involves a high degree of risk. Prospective investors should
carefully consider the factors set forth under "RISK FACTORS".
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares
offered by the Selling Securityholders in the Selling Shareholder Offering.
The proceeds, if any, from the Placement Agent's Warrant Offering (up to
$287,000), and the proceeds, if any, from the Company Offering (up to
$201,250), will be utilized by the Company when and if received for working
capital.
_______________
(1) Assumes the exercise by Paulson of Class A Warrants to purchase 115,000
shares of Common Stock. The Company does not have the right to compel the
exercise of the Class A Warrants and Paulson has not committed to exercise
any of the Warrants. Accordingly, there can be no assurance of the
number, if any, of shares which will be purchased pursuant to the exercise
of the Class A Warrants.
(2) Assumes the Placement Agent's Warrant has been exercised to purchase
230,000 shares of Common Stock and Class A Warrants exercisable to
purchase an additional 115,000 shares of Common Stock.
(3) Excludes (i) 644,030 shares of Common Stock reserved for future issuance
pursuant to the exercise of Incentive Stock Options granted under the
Company's 1992 Stock Incentive Plan (the "Stock Incentive Plan"),
(ii) 300,000 shares of Common Stock reserved for future issuance pursuant
to options and subscriptions which may be issued under the Company's 1995
Employee Stock Purchase Plan ("ESPP"), and (iii) 345,970 shares of Common
Stock reserved for future issuance pursuant to the exercise of outstanding
non-qualified stock options.
[BOX BORDERING PAGE ENDS HERE]
<PAGE>
RISK FACTORS
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND NO ONE SHOULD INVEST
IN THESE SECURITIES WHO CANNOT AFFORD A COMPLETE LOSS OF HIS OR HER INVESTMENT.
SEVERAL RISK FACTORS REGARDING THESE SECURITIES ARE SET FORTH BELOW. HOWEVER,
THE INVESTOR IS CAUTIONED THAT THIS LIST IS NOT NECESSARILY COMPLETE AND THAT
THE INVESTOR SHOULD CONSULT WITH HIS OR HER PROFESSIONAL ADVISORS PRIOR TO
INVESTING IN THESE SECURITIES.
1. LIMITED LIQUIDITY AND CAPITAL RESOURCES.
---------------------------------------
In the past, the Company has operated on limited capital resources
and has depended primarily on the approximate $7,000,000 in funds generated
from the sale of Common Stock and short-term loans from MiCEL, Inc., formerly a
wholly owned subsidiary of Mitsui Engineering & Shipbuilding Co., Ltd. of
Tokyo, Japan ("Mitsui"). From the net proceeds realized by the Company from
the Private Offering, the Company paid to Mitsui the sum of $250,000 in
consideration for which Mitsui agreed to contribute to the capital of the
Company the sum of approximately $5,760,000 in matured aggregate debt
obligation of the Company to Mitsui, including outstanding principal and
accrued and unpaid interest. Even giving effect to the Company's receipt of
the net proceeds of the Private Offering and the contribution to capital by
Mitsui of a substantial amount of matured debt, there can be no assurance that
the working capital available to the Company will be sufficient to satisfy all
of the Company's working capital requirements until it is able to achieve
break-even or even profitable operations. Even if the Company is able to
attain its business plan objectives, it does not anticipate having operating
revenues sufficient to pay its operating expenses until at least the fourth
quarter of 1997, and there can be no assurance that operating break-even can be
achieved by this time or continue in future periods.
2. ADDITIONAL CAPITAL REQUIREMENT.
------------------------------
The Company may require additional capital in the future to finance
its business activities. There can be no assurance of the number, if any, of
Class A Warrants that will be exercised or the amount, if any, of proceeds
which the Company will receive from the Warrant Exercise Offering or Company
Offering. The Company may have to obtain such additional capital through
borrowings or from additional equity financing. Additional future equity
financing may occur through the sale of either unregistered Common Stock in
exempt offerings or through the public offering of registered stock. In any
case, such additional equity financing may result in additional dilution to
investors. There can be no assurance that any additional capital, funding or
revenues can satisfactorily be arranged. As of the date of this Prospectus,
the Company has no arrangements for the acquisition of additional capital.
3. LACK OF OPERATING REVENUES.
--------------------------
The Company's unaudited income statement for the nine months ended
September 30, 1996 reports a net loss of $(1,081,657), on gross profit of
$171,805, and operating expenses of $1,356,031. There can be no assurance that
the Company's operating revenues will substantially increase in the near future
or that it will be able to control operating expenses.
<PAGE>
4. LACK OF PROFITABLE OPERATING HISTORY.
------------------------------------
The Company's operations are subject to all of the risks inherent in
a new business enterprise, including the absence of a substantial operating
history, shortage of cash, under-capitalization, and expense of new product
development. The Company does not anticipate positive cash flow on a monthly
basis until at least the fourth quarter of 1997, and there can be no assurance
that operating break-even can be achieved by this time or continue in future
periods. Various problems, expenses, complications and delays may be
encountered in connection with the development of the Company's products and
business. Future growth beyond present capacity will require significant
expenditures for expansion, marketing, research and development. These
expenses must either be paid out of the proceeds of this or future offerings or
out of generated revenues and Company profits. The availability of funds from
either of these sources cannot be assured.
5. NEED FOR FUTURE PRODUCT AND TECHNOLOGY DEVELOPMENT.
--------------------------------------------------
The market for the Company's products is characterized by rapidly
changing technology, evolving industry standards, and frequent new product
introductions. The Company's future success will depend in part upon its
continued ability to enhance its existing products and to introduce new
products and features to meet changing customer requirements and emerging
industry standards. There can be no assurance that the Company will
successfully complete the development of future products or that the Company's
current or future products will achieve market acceptance. Any delay or
failure of these products to achieve market acceptance would adversely affect
the Company's business. In addition, there can be no assurance that products
or technologies developed by others will not render the Company's products or
technologies non-competitive or obsolete.
6. DEPENDENCE ON PROPRIETARY TECHNOLOGY.
------------------------------------
The Company's success is heavily dependent upon its proprietary
technology. The Company relies principally upon patent law protection for its
products, both with respect to patents which form the subject matter of
exclusive licenses from AT&T, the Los Alamos National Laboratory ("LANL") and
New Technology Engineering Center ("NTEC"), as well as patents which the
Company has obtained directly. The exclusive licenses from AT&T and LANL
require the payment of minimum annual royalties and impose other requirements
on the Company. Should the Company default in any of its obligations under
these exclusive licenses, its right to commercially exploit the patents will be
forfeited and the Company's competitive advantages materially impaired.
Further, none of the Company's patents, whether owned directly or licensed,
have been the subject of any challenges, and accordingly there can be no
assurance that the claimed patent rights can be enforced against the claims of
an objector. The AT&T patents which form the basis of the Company's core
technology only afford protection from competition for the life of those
patents, which expire beginning in the year 2007. There can be no assurance
that third parties will not assert infringement claims in the future or that
such claims will not be successful.
7. COMPETITION.
-----------
There can be no assurance that new technological approaches will not
be developed with price/performance characteristics superior to those of the
Company's instruments.
<PAGE>
8. DEPENDENCE UPON MARKETING.
-------------------------
The Company's ability to generate sales will depend upon developing
and implementing a marketing strategy. The Company, however, has limited
experience in the areas of marketing and sales. Accordingly, there can be no
assurance that the Company can successfully develop, promote and maintain an
active market for its products.
9. DEPENDENCE UPON KEY PERSONNEL.
-----------------------------
The Company's future success depends in large part on the continued
service of its key technical, marketing, sales, and management personnel and on
its ability to continue to attract, motivate, and retain highly qualified
employees. Although the Company's employees have stock options, its key
employees may voluntarily terminate their employment with the Company at any
time. Competition for such employees is intense and the process of locating
technical and management personnel with the combination of skills and
attributes required to execute the Company's strategy is often lengthy.
Accordingly, the loss of the services of key personnel could have a material
adverse effect upon the Company's operations and on research and development
efforts. However, the Company does have a written employment contract with Dr.
Ronald K. Lohrding, its President and Craig T. Rogers, its Chief Financial
Officer. The Company does not have key person life insurance covering its
management personnel or other key employees other than Dr. Lohrding.
10. DEPENDENCE ON DISTRIBUTION.
--------------------------
The Company has only recently begun to establish a network of
distributors and dealers for its products. The Company has relied to a
significant extent on its strategic relationship with Carl Zeiss, Inc. which
agreed to act as a distributor for the Company's products in North America
beginning in April 1995. While Zeiss has an extensive North American marketing
sales force and existing distribution channels for its products, Zeiss also
represents other third-party suppliers within this territory as to which Zeiss
may devote greater time, effort and attention, and there can be no assurance
that the Company's association with Zeiss will result in a material increase in
the Company's revenues. It will be incumbent upon the Company to develop its
own marketing channels and sales force in order to reach all of its potential
customers, a task which may require additional resources beyond the funds that
will be realized from this Offering.
11. CUSTOMERS' RELIANCE UPON FUNDING.
--------------------------------
The principal markets for the Company's products are colleges,
universities and other institutions engaged in scientific research. Most, if
not all of these potential customers rely upon federal and state funding in
order to support their research activities. The ability of these institutions
to purchase the Company's products is dependent upon receiving adequate funding
from the public sector. Particularly in a political or economic climate which
encourages a reduction or withdrawal of government support of scientific
pursuits, it is possible that the Company could face a diminishing demand for
its products due to a lack of financial support to its customers rather than
other competitive factors.
12. EXERCISE PRICE ARBITRARILY DETERMINED.
-------------------------------------
The exercise price of the Class A Warrants was established by
negotiations between the Company and Paulson in connection with the Private
Offering. The price is unrelated to the net worth of the Company, the profits
or earnings of the Company, or the price paid by the Company's principal
shareholders, or any other established criteria of value.
<PAGE>
13. LACK OF DIVIDENDS.
-----------------
No dividend has been paid on the Company's Common Stock since
inception, nor, by reason of its present financial status and its contemplated
financial requirements, does the Company contemplate or anticipate paying any
dividends upon its Common Stock in the foreseeable future. (See "DESCRIPTION OF
SECURITIES.")
14. POTENTIAL ADVERSE EFFECTS OF SHARES ELIGIBLE FOR FUTURE
------------------------------------------------------
SALE.
----
As of December 17, 1996, 5,003,414 shares of the Company's $.004 par
value Common Stock, were issued and outstanding, of which 2,651,256 are
"restricted securities" and under certain circumstances may, in the future, be
sold in compliance with Rule 144 adopted under the Securities Act. Of these
2,651,256 restricted securities, 1,087,206 are beneficially owned by officers,
directors and affiliates of the Company. In general, under Rule 144, subject
to the satisfaction of certain other conditions, a person, including an
affiliate of the Company, who beneficially owned restricted shares of Common
Stock for at least two (2) years is entitled to sell, within any three (3)
month period, a number of shares that does not exceed the greater of one
percent (1%) of the total number of outstanding shares of the same class, or if
the Common Stock is quoted on NASDAQ or a stock exchange, the average weekly
trading volume during the four (4) calendar weeks immediately preceding the
sale. A person who presently is not and who has not been an affiliate of the
Company for at least three (3) months immediately preceding the sale and who
has beneficially owned the shares of Common Stock for at least three (3) years
is entitled to sell such shares under Rule 144 without regard to the volume
limitations described above. In addition, the Company currently has issued and
outstanding options and warrants (other than the Class A Warrants) to purchase
an aggregate of 1,220,000 shares of Common Stock. This Prospectus covers the
sale by the Company of up to 115,000 additional shares of Common Stock issuable
upon exercise of Class A Warrants which may be acquired upon exercise of the
Placement Agent's Warrant. In addition this Prospectus covers the sale by the
Selling Securityholders of an aggregate of 1,917,500 shares of Common Stock.
Finally, this Prospectus covers the sale of 230,000 shares of Common Stock
pursuant to the exercise of the Placement Agent's Warrant. The Company may
also grant options to purchase an additional 300,000 shares of Common Stock
under the ESPP. No prediction can be made as to the effect, if any, that sales
of shares of Common Stock or the availability of such shares for sale will have
on the market prices prevailing from time-to-time. Nevertheless, the
possibility that substantial amounts of Common Stock may be sold in the public
market may adversely effect prevailing market prices for the Common Stock and
could impair the Company's ability to raise capital in the future through the
sale of equity securities. Actual sales or the prospect of future sales of
shares of Common Stock under Rule 144 may have a depressive effect upon the
price of the Common Stock and the market therefor.
15. POSSIBLE DILUTION FROM FUTURE SALES OF COMMON STOCK.
---------------------------------------------------
The Company's Board of Directors has the authority to issue up to
12,500,000 shares of Common Stock and to issue options and warrants to purchase
shares of the Company's Common Stock without shareholder approval. Future
issuance of Common Stock could be at values substantially below the Offering
Price in this Offering and therefore could represent further substantial
dilution to investors in this Offering. In addition, the Board could issue
large blocks of common stock to fend off unwanted tender offers or hostile
takeovers without further shareholder approval. (See "DESCRIPTION OF
SECURITIES.")
<PAGE>
16. POTENTIAL ADVERSE EFFECTS OF FUTURE SALES OF PREFERRED
------------------------------------------------------
STOCK.
-----
The Company's Articles of Incorporation, as amended, authorize the
issuance of up to 2,500,000 shares of $.04 par value preferred stock none of
which are outstanding. The Board of Directors has been granted the authority
to fix and determine the relative rights and preferences of preferred shares,
as well as the authority to issue such shares, without further stockholder
approval. As a result, the Board of Directors could authorize the issuance of
a series of preferred stock which would grant to holders preferred rights to
the assets of the Company upon liquidation, the right to receive dividend
coupons before dividends would be declared to common stockholders, and the
right to the redemption to such shares, together with a premium, prior to the
redemption of Common Stock. Common stockholders have no redemption rights. In
addition, the Board could issue large blocks of preferred stock to fend against
unwanted tender offers or hostile takeovers without further shareholder
approval. (See "DESCRIPTION OF SECURITIES.")
17. POTENTIAL ADVERSE EFFECT OF WARRANT REDEMPTION.
----------------------------------------------
The Class A Warrants may be redeemed by the Company at any time after
their issuance subject to certain conditions at a price of $.25 per Class A
Warrant upon thirty (30) days' notice mailed within ten (10) days after the
closing bid price of the Common Stock has equalled or exceeded $3.50 per share
for a period of ten (10) or more consecutive trading days. A Warrantholder
shall have exercise rights until the close of business on the day next
preceding the date fixed for redemption. Redemption of the Class A Warrants
could force the holders to exercise the Class A Warrants and pay the exercise
price at a time when it may be disadvantageous for holders to do so, to sell
the Class A Warrants at the then current market price when they might otherwise
wish to hold the Class A Warrants, or to accept the redemption price, which is
likely to be substantially less than the market value of the Class A Warrants
at the time of redemption. The Class A Warrants may not be exercised unless a
Registration Statement under the Securities Act covering the underlying shares
of Common Stock is current and such shares have been qualified for sale, or
there is an exemption from applicable qualification requirements under the
securities laws of the state of residence of the holder of the Class A Warrant
(See "DESCRIPTION OF SECURITIES.")
18. LIMITED ANTI-DILUTION PROTECTION.
--------------------------------
The Class A Warrants do not contain certain anti-dilution provisions
so as to avoid dilution of the equity interest represented by the underlying
Common Stock upon the occurrence of certain events. Accordingly, should the
Company undertake any of those transactions, it could substantially reduce the
likelihood that the Warrantholders will exercise the Warrants (See "DESCRIPTION
OF SECURITIES").
19. LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S COMMON
------------------------------------------------------
STOCK.
-----
While there currently exists in the over-the-counter market a
limited, public trading market for the Company's Common Stock, as of the date
of this Prospectus no public trading market for the Class A Warrants exists.
As a result, there can be no assurance that such markets will continue and/or
develop in the future. As a result, there can be no assurances that an
investor will be able to liquidate his investment without considerable delay,
if at all. If a market does continue or develop, the price for the Company's
securities may be highly volatile and may bear no relationship to the Company's
actual financial condition or results of operations. (See "DESCRIPTION OF
SECURITIES.")
<PAGE>
20. NASDAQ INITIAL LISTING REQUIREMENTS; RISKS OF LOW-PRICED
-------------------------------------------------------
STOCKS.
------
The Company's Common Stock is currently traded in the over-the-
counter market and quoted on the OTC Electronic Bulletin Board. The Company's
Common Stock do not qualify for initial listing on NASDAQ.
The Commission has approved rules imposing more stringent criteria
for the listing of securities on NASDAQ, including standards for maintenance of
such listing. If the Company is unable to satisfy NASDAQ's initial listing
criteria in the future, its securities will continue to be traded in the over-
the-counter market in the so-called "pink sheets" or the "Electronic Bulletin
Board" of the National Association of Securities Dealers, Inc. ("NASD"). As a
consequence, an investor could find it more difficult to dispose of, or to
obtain accurate quotations as to the price of, the Company's securities.
The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure, relating to the market for penny stocks, in
connection with trades in any stock defined as a penny stock. The Commission
has adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on
NASDAQ and any equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three years, (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three years, or
(iii) average annual revenue of at least $6,000,000, if such issuer has been in
continuous operation for less than three years. Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.
If the Company's securities are not quoted on NASDAQ, or the Company
does not have $2,000,000 in net tangible assets, which is highly probable even
if the Maximum Offering is sold, trading in the Company's securities will
continue to be covered by Rules 15-g-1 through 15-g-6 promulgated under the
Exchange Act for non-NASDAQ and non-exchange listed securities. Under such
rules, broker-dealers who recommend such securities to persons other than
established customers and accredited investors must make a special written
suitability determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to this transaction.
Securities are exempt from these rules if the market price of the Common Stock
is at least $5.00 per share.
The Company's Common Stock is, as of the date of this Prospectus,
within the definitional scope of a penny stock. The regulations on penny
stocks limit the ability of broker-dealers to sell the Company's securities and
thus the ability of purchasers of the Company's securities to sell their
securities in the secondary market.
<PAGE>
21. POTENTIAL ADVERSE EFFECTS OF MARKET OVERHANG FROM WARRANTS
-------------------------------------------------------
AND OUTSTANDING OPTIONS.
-----------------------
The Company has outstanding options and warrants, including the
Placement Agents's Warrants exercisable to acquire 230,000 shares of Common
Stock and 115,000 Class A Warrants, and options exercisable to purchase 990,000
shares of Common Stock reserved for issuance under the Company's Stock
Incentive Plan. To the extent that such stock options or warrants are
exercised, dilution to the interests of the Company's stockholders may occur.
Exercise of these options or warrants, or even the potential of their exercise
may have an adverse effect on the trading price and market for the Company's
Common Stock. The holders of the options or warrants are likely to exercise
them at times when the market price of the shares of Common Stock exceeds the
exercise price of the options or warrants. Accordingly, the issuance of shares
of Common Stock upon exercise of the options or warrants may result in dilution
of the equity represented by the then outstanding shares of Common Stock held
by other shareholders. Holders of the options or warrants can be expected to
exercise them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms which are more favorable to the Company than
the exercise terms provided by such options or warrants. See "DESCRIPTION OF
SECURITIES."
22. NEED FOR CURRENT PROSPECTUS AND STATE BLUE SKY
----------------------------------------------
REGISTRATIONS.
-------------
Holders of Class A Warrants will have the right to exercise the
Class A Warrants for the purchase of shares of Common Stock only if there is a
current and effective Registration Statement and Prospectus covering the
Class A Warrants and the shares of Common Stock issuable upon their exercise,
and only if the shares are qualified for sale under the securities laws of the
applicable state or states. There can be no assurance that a current
Registration Statement and Prospectus will be in effect when any of the Class A
Warrants are attempted to be exercised. The Class A Warrants may be deprived
of any value if a Prospectus covering the shares issuable upon the exercise
thereof is not kept effective and current, or if such underlying shares are
not, or cannot be, registered in the applicable states. (See "DESCRIPTION OF
SECURITIES.")
23. GOING CONCERN UNCERTAINTIES.
---------------------------
From inception through December 31, 1995, Cell Robotics Inc.'s
operating losses resulted in an accumulated deficit of $(9,596,366). In
addition, the Company's operations used net cash of $1,267,920 in 1995. As a
result of the foregoing, the Independent Auditors' Report issued in conjunction
with the audit of the financial statements of Cell Robotics International, Inc.
and Subsidiary for the fiscal year ended December 31, 1995, contained an
explanatory paragraph indicating that the foregoing matters raised substantial
doubt about the Company's ability to continue as a going concern. (See
Independent Auditors' Report and Notes to Financial Statements - Note 14.)
The Company's continued operating losses have resulted in an
accumulated deficit of $(10,678,023) at September 30, 1996. There can be no
assurance that the Company's operations will be profitable or that the Company
will be able to attain its business plan objectives.
<PAGE>
USE OF PROCEEDS
The 2,262,500 shares of Common Stock covered by this Prospectus consist of
(i) 1,917,500 shares of Common Stock which were issued by the Company to the
Selling Securityholders in private transactions (See "SELLING
SECURITYHOLDERS"); (ii) 230,000 shares of Common Stock issuable upon exercise
of the Placement Agent's Warrant; and (iii) 115,000 shares of Common Stock
which may be purchased by the Placement Agent upon exercise of Redeemable Class
A Common Stock Purchase Warrants at a price of $1.75 per share also issuable
upon exercise of the Placement Agent's Warrant. (See "PLAN OF DISTRIBUTION".)
The Company will not receive any of the proceeds from the sale of shares
by the Selling Securityholders. If Paulson exercises the Placement Agent's
Warrant, the Company will receive gross proceeds of $287,500. If all shares
offered hereby are purchased pursuant to the exercise of the Class A Warrants
issued to Paulson upon exercise of the Placement Agent's Warrant, of which
there is no assurance, then the Company will receive additional gross proceeds
of up to $201,250. The Selling Securityholders will pay all commissions,
discounts and other compensation to any securities broker-dealers through whom
they sell any of the shares.
Management anticipates that the proceeds, if any, which the Company
receives from the exercise of the Placement Agent's Warrant and/or the Class A
Warrants will be applied to provide additional working capital. Pending their
use, proceeds will be placed in short-term interest-bearing investment grade
securities, certificates of deposit or direct or guaranteed obligations of the
United States of America.
The Company regularly evaluates possibilities for the acquisition of other
businesses, technologies or products, but at present there are no negotiations,
arrangements, agreements or understandings with respect to any potential
material acquisition other than as noted in this Prospectus.
Due to an inability to precisely forecast the number of Units which may be
sold by the Company pursuant to the exercise of the Placement Agent's Warrant
or the number, if any, of Class A Warrants, which will thereafter be exercised
by Paulson, the Company is unable to predict the precise period for which the
Company Offering or Placement Agent's Warrant Offering will provide financing.
The Company's working capital requirements are a function of its future sales
growth and potential business or product acquisitions, neither of which can be
predicted with any reasonable degree of certainty. The Company may need to
seek funds through loans or other financing arrangements in the future, and
there can be no assurance that the Company will be able to make such
arrangements in the future should the need arise. (See "RISK FACTORS".)
<PAGE>
SELLING SECURITYHOLDERS
The following table sets forth certain information regarding the Common
Stock held by the Selling Securityholders as of December 17, 1996. To the
knowledge of the Company, the Selling Securityholder has had no material
relationship with the Company within the past three years, other than as a
result of the ownership of the securities, except as is expressly noted. The
following information has been furnished to the Company by the person named:
<TABLE>
<CAPTION>
Beneficial Ownership Common Beneficial Ownership
Prior to Offering Stock After Offering
Name Securities % To Be Sold Shares%
- ---- ------------------------ ----------- ---------------------
<S> <C> <C> <C> <C> <C>
Lincoln Adair 15,000 0.3% 15,000 -0- 0%
Sally Adair JTWROS
164 Avenue A
New York, NY 10009
Burton O. Ahlstrom 20,000 0.4% 20,000 -0- 0%
2655 Brush College Rd. NW
Salem, OR 97304
Carl P. Anderson 10,000 0.2% 10,000 -0- 0%
Joan E. Anderson JTWROS
48 Pin Oak Drive
Williamsville, NY 14221
Alfred A. Arnold 10,000 0.2% 10,000 -0- 0%
Judith A. Arnold JTWROS
225 Akron Road
Akron, NY 14001
Dave J. Boland 40,000 0.8% 40,000 -0- 0%
3043 NE Rocky Butte Road
Portland, OR 97220
Charles W. Botsford 60,000 1.2% 60,000 -0- 0%
P.O. Box 82285
Portland, OR 97282
Steven H. Broadbent 13,000 0.26% 13,000 -0- 0%
3977 North 800 West
Pleasant View, UT 84414
Catherine N. Carrol 10,000 0.2% 10,000 -0- 0%
8100 SW 68th Place
Portland, OR 97223
R. Roy Chambre IRA 10,000 0.2% 10,000 -0- 0%
2002 Spanish Trail
Roanoke, TX 76262
Arno E. Christopher 5,000 0.1% 5,000 -0- 0%
527 Mutton Creek
Seymour, IN 47274
O.F. Christopher & 15,000 0.3% 15,000 -0- 0%
Bernice A. Christopher
596 Camelot Drive
Seymour, IN 47274
<PAGE>
Jerome Conia(3) 47,303 0.8% 20,000 27,303 0.5%
2715 Broadbent Parkway NE
Albuquerque, NM 87107
Joseph R. Clark 20,000 0.4% 20,000 -0- 0%
Joan Laurie Clark JTWROS
2421 Elevado Road
Vista, CA 92084
Richard D. Cloud 20,000 0.4% 20,000 -0- 0%
Kathleen Jr. Cloud JTWROS
P.O. Box 1377
Corvallis, OR 97339
Susan Coit 24,000 0.48% 24,000 -0- 0%
P.O. Box 2192
Telluride, CO 81435
Madeleine P. Cosman 10,000 0.2% 10,000 -0- 0%
c/o Medical Equity Inc.
32 Knickerbocker at Oak
Tenafly, N.J. 07670
Brent L. Cox 15,000 0.3% 15,000 -0- 0%
Vicki T. Cox JTWROS
6044 South 2625 East
Ogden, UT 84403
Tom Crawford 20,000 0.4% 20,000 -0- 0%
P.O. Box 5815
Portland, OR 97228
Isadore Diamond 20,000 0.4% 20,000 -0- 0%
770 Linden Avenue
Rochester, NY 14625
Verbena M. Diamond & 20,000 0.4% 20,000 -0- 0%
Bernie R. Diamond
TTEES FBO The Verbena
M. Diamond Trust
P.O. Box 9935
Ogden, UT 84409-0935
John DiLorenzo, Jr. 5,000 0.1% 5,000 -0- 0%
One SW Columbia, 19th Flr.
Benjamin Franklin Plaza
Portland, OR 97258
A.F. Divito 60,000 1.2% 60,000 -0- 0%
Sandra Divito JTWROS
527 N. Tomahawk Drive
Portland, OR 97217
Sandra Divito 20,000 0.4% 20,000 -0- 0%
A.F. Divito JTWROS
527 N. Tomahawk Drive
Portland, OR 97217
<PAGE>
Edward Dong, 20,000 0.4% 20,000 -0- 0%
DMD PC P/S Plan
501 N. Killingsworth
Portland, OR 97217
Gleason Eakin and JoAnn 40,000 0.8% 40,000 -0- 0%
Eakin Trustees
FBO The Eakin
Living Trust DTD 9/10/90
2480 NE 163rd
Portland, OR 97230
A. Dean Earhart 20,000 0.4% 20,000 -0- 0%
Reta A. Earhart JTWROS
30 Independence
Lake Oswego, OR 97035-1401
Brian H. Farr 20,000 0.4% 20,000 -0- 0%
7571 SW Aloma Way, #8
Portland OR 97223
K. Don Feldman 10,000 0.2% 10,000 -0- 0%
Eva Feldman JTWROS
01402 SW Military
Portland, OR 97219
Roger Finger 10,000 0.2% 10,000 -0- 0%
610 NW Spring Avenue
Portland, OR 97229
Sidney Gilbert 20,000 0.4% 20,000 -0- 0%
16285 SW 81st Court
Miami, FL 33157
Ronald R. Goode 10,000 0.2% 10,000 -0- 0%
4435 SE 25th
Portland, OR 97202
Dan A. Graham 20,000 0.4% 20,000 -0- 0%
85874 Edenvale Road
Pleasant Hill, OR 97455
Robert A. Graham 20,000 0.4% 20,000 -0- 0%
3657 Lawrence Street
Eugene, OR 97405
Richard S. Hall 323,000 6.5% 80,000 243,000 6.1%
280 Estrellita
Ft. Meyers Beach, FL 33931
Richard S. Hall, Jr. 40,000 0.8% 40,000 -0- 0%
12 Suffolk Street
Fairport, NY 14450
William R. Hall 40,000 0.8% 40,000 -0- 0%
12 Suffolk Street
Fairport, NY 14450
<PAGE>
SEP/IRA FBO Wayne 20,000 0.4% 20,000 -0- 0%
M. Hamersly
811 SW Front Avenue
Suite 200
Portland, OR 97204
Wayne M. Hamersly 40,000 0.8% 40,000 -0- 0%
811 SW Front Avenue
Suite 200
Portland, OR 97204
James Hart 20,000 0.4% 30,000 -0- 0%
14474 SE Creekside Drive
Milwaukie, OR 97267
Steven H. Hefeneider 10,500 0.21% 5,500 -0- 0%
Grace V. Hefeneider
7220 SW Northvale Way
Portland, OR 97225
Paul G. Henningsen IRA 20,000 0.4% 20,000 -0- 0%
19155 NW Athena
Portland, OR 97225
Humagen Fertility 20,000 0.4% 20,000 -0- 0%
Diagnostics, Inc.
2345 Hunters Way #2
Charlottesville, VA 22901
Ronald L. Iman 20,000 0.4% 20,000 -0- 0%
V. Rae Iman JTWROS
1065 Tramway Lane NE
Albuquerque, NM 87122
Burke L. Isaacson 10,000 0.2% 10,000 -0- 0%
Sonja Isaacson JTWROS
4501 Forest Green Drive
Ogden, UT 84403
Peter C. Jones 5,000 0.1% 5,000 -0- 0%
7437 SE Reed College Place
Portland, OR 97202
Vincent R. Keating 20,000 0.4% 20,000 -0- 0%
980 S. Pine Creek Rd.
Fairfield, CT 06430
Gordon W. Keller 15,000 0.3% 10,000 -0- 0%
TTEE FBO Gordon W. Keller
Money Purchase Pension
Plan dtd 3-21-89
10643 SW Riverside Drive
Portland, OR 97219-7924
Stephen H. Kleemann 20,000 0.4% 20,000 -0- 0%
525 Via Sinuosa
Santa Barbara, CA 93110
<PAGE>
Jeff Kohnstamm 15,000 0.3% 15,000 -0- 0%
89993 E. Gov't Camp LP Hwy
Gov't Camp, OR 97208
Kordus Family Trust 15,000 0.3% 15,000 -0- 0%
u/a Dated 10/14/88
1751 Bridle Pathway
Santa Ana, CA 92705
George Krupinsky, Jr. 20,000 0.4% 20,000 -0- 0%
313 Crosby Road
Baltimore, MD 21228
Delbert LaFace 40,000 0.8% 40,000 -0- 0%
1168 Olympic View Lane
Anacortes, WA 98221
Kenneth T. LaMear 20,000 0.4% 20,000 -0- 0%
811 SW Front Avenue
Suite 200
Portland, OR 97204
Elliott Landsman & 10,000 0.2% 10,000 -0- 0%
Deborah G. Goldman JTWROS
3 Townline Circle
Rochester, NY 14623
Christopher B. Leinberger10,000 0.2% 10,000 -0- 0%
Route 4, Box 48
Santa Fe, NM 87501
Jerry Lemon 5,000 0.1% 5,000 -0- 0%
19043 SE Sunnyside Road
Boring, OR 97009
Sidney E. Levine 10,000 0.2% 10,000 -0- 0%
4 Princeton Place
Pittsford, NY 14534
Dr. Ronald K. Lohrding(1)(2)475,000 9.2% 100,000 375,000 7.2%
2715 Broadbent Parkway N.E.
Albuquerque, NM 87107
Sharon A. MacFarland 50,000 1.0% 50,000 -0- 0%
5114 SW View Point Terrace
Portland, OR 97201
Thomas McChesney 10,000 0.2% 10,000 -0- 0%
1118 SW Myrtle Drive
Portland, OR 97201
Gordon H. McNeil 5,000 0.1% 5,000 -0- 0%
c/o Magnetic Technologies
Corp.
770 Linden Avenue
Rochester, NY 14625
<PAGE>
Ronald Means 20,000 0.4% 20,000 -0- 0%
4380 SE Macadam Avenue
River Forum I, #265
Portland, OR 97201-6405
John R. Overturf 20,000 0.4% 20,000 -0- 0%
3006 Marilyn Road
Colorado Springs, CO 80909
Tracy H. Parker 6,000 0.12% 6,000 -0- 0%
8685 SW Bohmann Parkway
Portland, OR 97223
Brad M. Parrott 5,000 0.1% 5,000 -0- 0%
16220 SW Pipit Court
Beaverton, OR 97007
Chester L. F. Paulson 10,000 0.2% 10,000 -0- 0%
cust. for Erick J.C. Paulson
1414 SW 3rd, #2102
Portland, OR 97201
Chester L.F. Paulson 50,000 1.0% 50,000 -0- 0%
Jacqueline M. Paulson
1414 SW 3rd, #2102
Portland, OR 97201
Thomas J. Pennello 5,000 0.1% 5,000 -0- 0%
130 Van Ness Avenue
Santa Cruz, CA 95060
Dale R. Peterson 20,000 0.4% 20,000 -0- 0%
P.O. Box 12218
Salem, OR 97309-0218
Dale R. Peterson 20,000 0.4% 20,000 -0- 0%
TTEE FBO The Marion
Construction Co.
P/S Pl & Tr dtd 1/1/65
P.O. Box 12218
Salem, OR 97309
Franklin D. Piacentini IRA40,000 0.8% 40,000 -0- 0%
1034 SW Myrtle Drive
Portland, OR 97201
Allen R. Plimpton & 10,000 0.2% 10,000 -0- 0%
Sheila A. Plimpton JTWROS
1795 Ironwood Drive
Minden, NV 89423
Pat Powell 5,000 0.1% 5,000 -0- 0%
12520 SW 19th
Lake Oswego, OR 97034
R.O.I., Inc. 70,000 1.4% 70,000 -0- 0%
4465 Northpark Drive
Suite 400
Colorado Springs, CO 80907
<PAGE>
Linda M. Ray 8,000 0.16% 8,000 -0- 0%
11720 Main Road
Akron, NY 14001-9757
John V. Reitz 20,000 0.4% 20,000 -0- 0%
2304 SE Balboa
Vancouver, WA 98684
Frank J. Rizzo 10,000 0.2% 10,000 -0- 0%
98 Barnett Drive
West Seneca, NY 14224
Danielle L. Rosendahl 10,000 0.2% 10,000 -0- 0%
1725 SW Spring Street
Portland, OR 97201
Robert W. Seamans 20,000 0.4% 20,000 -0- 0%
Route 1, Box 156
Ocean View, DE 19970
Leslie L. Rogers 10,000 0.2% 10,000 -0- 0%
1985 Hill Lane
Colorado Springs, CO 80904
Eugene L. Snowden 7,000 0.14% 7,000 -0- 0%
113 S. Main Street
Winchester, KY 40391
Richard G. Sponhauer IRA10,000 0.2% 10,000 -0- 0%
4758 Baseline Dr.
Parkdale, OR 97041
Blayne Standage 5,000 0.1% 5,000 -0- 0%
5974 Meadow Creek Court
Lake Oswego, OR 97035
Susan L. Stubblefield 5,000 0.1% 5,000 -0- 0%
18600 SW Stafford Road
Lake Oswego, OR 97034
Thomas E. Szulist 35,500 0.7% 35,500 -0- 0%
8705 County Road
East Amherst, NY 14051
Stanley G. Tobin 5,000 0.1% 5,000 -0- 0%
901 William Meade Court
Davidsonville, MD 21035
Davis Wright Tremaine 401(k)20,000 0.4% 20,000 -0- 0%
Profit Sharing Plan
and Trust FBO Ronald
K. Ragen, Participant
2300 First Interstate Tower
Portland, OR 97201
A. Richard Vial 5,000 0.1% 5,000 -0- 0%
12840 SW River Road
Hillsboro, OR 97123
<PAGE>
Arthur A Vandenbark 10,000 0.2% 10,000 -0- 0%
4317 SW 48th Place
Portland, OR 97221
Joseph A. Vizza 10,000 0.2% 10,000 -0- 0%
Elaine R. Vizza JTWROS
1408 Wrightstown Road
Newtown, PA 18940
Keith Whipple 5,000 0.1% 5,000 -0- 0%
Harrie Whipple JTWROS
1700 Eastside Road
Etna, CA 96027
Donald W. Wilson & 20,000 0.4% 20,000 -0- 0%
Joan J. Wilson
TTEE FBO The Wilson Family
Trust dtd 4/20/95
2409 NE 163rd Avenue
Portland, OR 97230
Paul B. Winklesky 20,000 0.4% 20,000 -0- 0%
Nancy J. Winklesky
115 Randall Court
Oregon City, OR 97045
Michael Alan Wolf(4) 78,853 1.6% 40,000 38,853 0.8%
2715 Broadbent Parkway NE
Albuquerque, NM 87107
Nancy Hilton Zinsli 18,500 0.37% 18,500 -0- 0%
1650 North Shore Road
Lake Oswego, OR 97034
- --------------------
(1) Dr. Lohrding has agreed with Paulson not to sell more than the number of
shares of Common Stock during each calendar quarter than would be
permitted under Rule 144(e). Dr. Lohrding serves as President and
Director of the Company. (See "BUSINESS" and "MANAGEMENT.")
(2) Includes Incentive Stock Options exercisable to purchase 150,000 shares of
Common Stock at an exercise price of $1.75 per share issued under the
Company's Stock Incentive Plan. Also includes Incentive Stock Options
exercisable to purchase 25,000 shares of Common Stock at an exercise price
of $1.875 per share issued under the Company's Stock Incentive Plan.
(3) Includes Incentive Stock Options exercisable to purchase 27,303 shares of
Common Stock at an exercise price of $1.75 per share issued under the
Company's Stock Incentive Plan.
(4) Includes Incentive Stock Options exercisable to purchase 38,853 shares of
Common Stock at an exercise price of $1.75 per share issued under the
Company's Stock Incentive Plan.
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
EXERCISE OF PLACEMENT AGENT'S WARRANT: PLACEMENT AGENT'S WARRANT OFFERING
This Prospectus also relates to the offer by the Company of 230,000 shares
of Common Stock and 115,000 Class A Warrants issuable upon exercise of the
Placement Agent's Warrant. The Placement Agent's Warrant was issued to Paulson
as partial compensation for its services as Placement Agent in the Private
Offering.
The Company does not have the right to compel the Placement Agent's
Warrant and Paulson has made no commitment or other arrangement with respect to
such exercise. Whether any or all of the Placement Agent's Warrant is
exercisable will depend upon several factors, including the prevailing market
price of the Common Stock, the liquidity of that market and the investment
objectives of the holder of the Placement Agent's Warrant.
EXERCISE OF CLASS A WARRANTS: COMPANY OFFERING
The Company is offering up to 115,000 shares of Common Stock issuable upon
exercise of the Placement Agent's Warrant. The Placement Agent's Warrant was
granted to Paulson as partial compensation for its services as Placement Agent
in the Private Offering.
The shares of Common Stock to be issued upon exercise of the Class A
Warrants are offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act.
Paulson has made no commitment with respect to the exercise of the Class A
Warrants. Whether any Class A Warrants are exercised will depend upon several
factors, including the prevailing market price of the Common Stock, the
liquidity of that market, if any, and the personal investment objectives of the
Warrantholders. (See "RISK FACTORS.")
SELLING SECURITYHOLDERS OFFERING
This Prospectus also relates to the reoffer of (i) 1,917,500 shares of
Common Stock currently owned by certain shareholders of the Company acquired as
part of the Units sold in the Private Offering.
The Selling Securityholders have advised the Company that sales of the
shares of Common Stock may be effected from time to time in transactions (which
may include block transactions) in the over-the-counter market, in negotiated
transactions, through the writing of options on the Common Stock or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, or at negotiated prices. The
Selling Securityholders may effect such transactions by selling the Common
Stock directly to purchasers or through broker-dealers that may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders and/or
the purchasers of shares of Common Stock for whom such broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer might be in excess of customary commissions).
<PAGE>
The Selling Securityholders and any broker-dealers that act in connection
with the sale of the shares of Common Stock as principals may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and
any commissions received by them and any profit on the resale of the shares of
Common Stock as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Securityholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares of Common Stock against certain liabilities,
including liabilities arising under the Securities Act. The Company will not
receive any proceeds from the sales of shares of Common Stock by the Selling
Securityholders. Sales of the shares of Common Stock by the Selling
Securityholders, or even the potential of such sales, would likely have an
adverse effect on the market price of the Common Stock.
The shares of Common Stock are offered by the Selling Securityholders on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. The
Company has agreed to pay all expenses incurred in connection with the
registration of the shares offered by the Selling Securityholders; provided,
however, that the Selling Securityholders shall be exclusively liable to pay
any and all commissions, discounts and other payments to broker-dealers
incurred in connection with their sale of the shares.
INDEMNIFICATION
The By-Laws of the Company provide for the indemnification of Officers and
Directors to the maximum extent allowable under Colorado law. Insofar as the
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to Directors, Officers or persons controlling the
Company pursuant to such provisions, the Company has been informed 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.
<PAGE>
DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 12,500,000 shares of $.004 par
value Common Stock and 2,500,000 shares of $.04 par value Preferred Stock. As
of December 17, 1996, 5,003,414 shares of Common Stock and no shares of
Preferred Stock were issued and outstanding.
COMMON STOCK
Each holder of Common Stock of the Company is entitled to one (1) vote for
each share held of record. There is no right to cumulative voting of shares
for the election of directors. The shares of Common Stock are not entitled to
preemptive rights and are not subject to redemption or assessment. Each share
of Common Stock is entitled to share ratably in distributions to shareholders
and to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. Upon liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to receive, pro-rata, the assets of the Company which are legally
available for distribution to shareholders. The issued and outstanding shares
of Common Stock are validly issued, fully paid and non-assessable.
PREFERRED STOCK
The Company is authorized to issue up to 2,500,000 shares of $.04 par
value Preferred Stock. The preferred stock of the corporation can be issued in
one or more series as may be determined from time-to-time by the Board of
Directors. In establishing a series the Board of Directors shall give to it a
distinctive designation so as to distinguish it from the shares of all other
series and classes, shall fix the number of shares in such series, and the
preferences, rights and restrictions thereof. All shares of any one series
shall be alike in every particular. The Board of Directors has the authority,
without shareholder approval, to fix the rights, preferences, privileges and
restrictions of any series of preferred stock including, without limitation:
(1) the rate of distribution, (2) the price at and the terms and conditions on
which shares shall be redeemed, (3) the amount payable upon shares for
distributions of any kind, (4) sinking fund provisions for the redemption of
shares, and (5) the terms and conditions on which shares may be converted if
the shares of any series are issued with the privilege of conversion, and (6)
voting rights except as limited by law.
Although the Company currently does not have any plans to issue shares of
Preferred Stock or to designate any series of Preferred Stock, there can be no
assurance that the Company will not do so in the future. As a result, the
Company could authorize the issuance of a series of Preferred Stock which would
grant to holders preferred rights to the assets of the Company upon
liquidation, the right to receive dividend coupons before dividends would be
declared to common stockholders, and the right to the redemption of such
shares, together with a premium, prior to the redemption to Common Stock. The
common shareholders of the Company have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend off unwanted tender
offers or hostile takeovers without further shareholder approval.
REDEEMABLE CLASS A WARRANTS
Each Class A Warrant entitles the holder thereof to purchase one (1) share
of Common Stock at an exercise price of $1.75 per share, subject to adjustment
in certain events such as stock splits and reverse stock splits, commencing
upon the effective date of the Registration Statement, and expiring on December
31, 2000. The Company has the right to extend the Expiration Date of the
Warrants by resolution of the Board of Directors. There currently exists no
plan or intention to extend the expiration date of the Warrants.
<PAGE>
The Class A Warrants are redeemable by the Company at any time after
issuance at a price of $.25 per Warrant (the "Redemption Price") upon thirty
(30) days' written notice in the event (i) the Registration Statement has been
filed and has been declared effective by the Commission covering the issuance
of shares of Warrant Stock, (ii) there exists a public trading market on NASDAQ
or the Bulletin Board for the Company's Common Stock, and (iii) the public
trading price of the Company's Common Stock has equalled or exceeded $3.50 for
ten (10) or more consecutive trading days. On each occasion that the Company
elects to exercise its rights of redemption, the Company must mail such written
notice within ten (10) days following the satisfaction of all the foregoing
conditions. The holders of Class A Warrants called for redemption have
exercise rights until the close of business on the date next preceding the date
fixed for redemption.
The Class A Warrants will be issued in registered form under a Warrant
Agreement between the Company and Corporate Stock Transfer, Inc., as Warrant
Agent. Reference is made to said Warrant Agreement for a complete description
of the terms and conditions therein (the description herein contained being
qualified in its entirety by reference thereto).
Prior to this Offering, the public trading market for the Class A Warrants
has been illiquid, and currently no public trading market for the Class A
Warrants exists. As a result, there can be no assurance that a public trading
market for the Warrants will develop in the future. The Class A Warrants may
not be resold except pursuant to an effective Registration Statement or
pursuant to an exemption from the registration requirements of the Securities
Act. In the event the Class A Warrants are not exercised on or before their
expiration date, all unexercised warrants will thereafter become void and be of
no further force or effect.
The Warrants do not contain anti-dilution provisions that prevent dilution
of the equity interest represented by the underlying Common Stock upon the
occurrence of certain events such as share dividends. Moreover, no anti-
dilution provisions will apply in the event a merger or acquisition is
undertaken by the Company. In the event that the Company adopts a resolution
to merge, consolidate or sell percentages in all of its assets, prior to the
expiration of the Class A Warrants, each Warrantholder upon the exercise of
his/her Warrants would be entitled to receive the same treatment as a holder of
any share of Common Stock. In the event the Company adopts the resolution for
the liquidation, dissolution or winding up of the Company's business, the
Company will give written notice of the adoption of such resolution to the
registered holders of the Class A Warrants. Thereupon, all liquidation and
dissolution rights under the Common Stock Purchase Warrants will terminate at
the end of thirty (30) days from the date of the notice to the extent not
exercised within those thirty (30) days. Holders of the Warrants will have no
voting, preemptive, liquidation or other rights of a shareholder, and no
dividends will be declared on the Warrants.
WARRANT SOLICITATION FEES
The Company has no agreement nor any arrangement whereby any fees or other
compensation will be paid to any person or entity upon exercise of any or all
of the Warrants.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, registrar and Warrant Agent for the Company's Common
Stock and Class A Warrants is Corporate Stock Transfer, Inc., Denver, Colorado.
REPORTS TO SHAREHOLDERS
The Company intends to furnish annual reports to shareholders which will
include certified financial statements reported on by its certified public
accountants. In addition, the Company will issue unaudited quarterly or other
interim reports to shareholders as it deems appropriate.
<PAGE>
DETERMINATION OF WARRANT EXERCISE PRICE
The exercise price of the Class A Warrants is $1.75 per share. The
exercise price was determined by negotiation between the Company and Paulson in
connection with the Private Offering. In determining the offering price, the
Company and Paulson considered such factors as the financial condition of the
Company, its net tangible book value, its limited operating history and general
condition of the securities market. Accordingly, the exercise price should not
be considered an indication of actual value of the Company. The price bears no
relation to the Company's assets, book value, earnings or net worth or any
other traditional criteria of value.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed on for the
Company by the law firm of Neuman & Cobb, Temple-Bowron House, 1507 Pine
Street, Boulder, Colorado 80302. Mr. Neuman is the beneficial owner of 3,100
shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of Cell Robotics International, Inc.
and Subsidiary as of December 31, 1995 and 1994 and for the years then ended,
have been incorporated by reference herein and in the registration statement
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1995
consolidted financial statements contains an explanatory paragraph that states
that the Company's recurring losses from operations resulting in an
accumulated deficit of $9,596,366 and the fact that the Company's operations
used net cash of $1,267,920 in 1995, raise substantial doubt about the Company's
ability to continue as a going concern. Additionally, the report of KPMG Peat
Marwick LLP covering the December 31, 1994 financial statements contains an
explanatory paragraph that states that the Company's recurring losses from
operations, accumulated deficit, current liabilities in excess of current
assets and total liabilities in excess of total assets raise substantial doubt
about its ability to continue as a going concern. The financial statements
referred to above do not include any adjustments that might result from the
outcome of the referenced uncertainties.
<PAGE>
- ------------------------------ -----------------------------
No person is authorized to give
any information or to make any represen-
tation other than those contained in
this Prospectus, and if made such
information or representation must CELL ROBOTICS INTERNATIONAL,
not be relied upon as having been INC.
given or authorized. This Prospectus
does not constitute an offer to sell 2,262,500 Shares
or a solicitation of an offer to buy
any securities other than the Securities 115,000 Redeemable Class A
offered by this Prospectus or an offer Warrants
to sell or a solicitation of an offer
to buy the Securities in any jurisdiction
to any person to whom it is unlawful to
make such offer or solicitation in such
jurisdiction.
The delivery of this Prospectus shall
not, under any circumstances, create any
implication that there has been no changes
in the affairs of the Company since the
date of this Prospectus. However, in the
event of a material change, this Prospectus
will be amended or supplemented accordingly.
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . .3
Incorporation by Reference . . . . .4
The Company. . . . . . . . . . . . .5
Risk Factors . . . . . . . . . . . .8 ------------------------------
Use of Proceeds. . . . . . . . . . 14 PROSPECTUS
Selling Securityholder . . . . . . 15 ------------------------------
Plan of Distribution . . . . . . . 24
Indemnification. . . . . . . . . . 25
Description of Securities. . . . . 26
Legal Matters. . . . . . . . . . . 28
Experts. . . . . . . . . . . . . . 28
____________________, 1996
- ------------------------------ ------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering, all of which are to be borne by
the Company, are as follows:
SEC Filing Fee $4,500.00
Printing Expenses* 500.00
Accounting Fees and Expenses* 7,000.00
Legal Fees and Expenses* 7,500.00
Blue Sky Fees and Expenses* 5,000.00
Registrar and Transfer Agent Fee 500.00
Miscellaneous*
----------
Total* $25,000.00
______________________________
* Estimated
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officers of the Registrant is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:
Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:
7-109-101. DEFINITIONS. As used in this article:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by,
the director to the plan or to participants in or beneficiaries of
the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
<PAGE>
(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect
to a person other than a director as contemplated in section 7-109-
107, the office in a corporation held by the officer or the
employment, fiduciary, or agency relationship undertaken by the
employee, fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in
the proceeding if:
(a) The person conducted himself or herself in good faith; and
(b) The person reasonable believed:
(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(II) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests
of the participants in or beneficiaries of the plan is conduct that
satisfies the requirement of subparagraph (II) of paragraph (b) of
subsection (1) of this section. A director's conduct with respect to
an employee benefit plan for a purpose that the director did not
reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the
requirements of paragraph (a) of subsection (1) of this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.
<PAGE>
(5) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited
by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the
person is or was a director, against reasonable expenses incurred by
him or her in connection with the proceeding.
7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has
met the standard of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that he or she did
not meet the standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under
this article.
(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment.
(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and reasonable
entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 7-109-102 (1) or was adjudged liable in
the circumstances described in section 7-109-102 (4), the court may
order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in section 7-
109-102 (4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain court-
ordered indemnification.
<PAGE>
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.
(1) A corporation may not indemnify a director under section 7-109-
102 unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been
made.
(2) The determinations required by subsection (1) of this section
shall be made:
(a) By the board of directors by a majority vote of those present
at a meeting at which a quorum is present, and only those directors
not parties to the proceeding shall be counted in satisfying the
quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to
the proceeding may participate in the designation of directors for
the committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)
of this section shall be made:
(a) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in paragraph
(a) or (b) of subsection (2) of this section or, if a quorum of the
full board cannot be obtained and a committee cannot be established,
by independent legal counsel selected by a majority vote of the full
board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the
determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body
that selected such counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.
(1) Unless otherwise provided in the articles of incorporation:
<PAGE>
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and
(c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.
7-109-108. INSURANCE. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while a
director, officer, employee, fiduciary, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the same
liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by
the board of directors, whether such insurance company is formed
under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock
ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.
7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR. If
a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of
the corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or
before the time the first shareholder signs a writing consenting to
such action.
* * *
<PAGE>
b. Article XII of Registrant's Articles of Incorporation provide that
the corporation may indemnify each director, officer, and any employee or agent
of the corporation, his heirs, executors and administrators, against expenses
reasonably incurred or any amounts paid by him in connection with any action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director, officer, employee or agent of the corporation to the
extent permitted by the law as recited above in subparagraph (a).
c. Article XII of Registrant's Articles of Incorporation provides, in
part:
"e. To the maximum extent permitted by law or by public policy,
directors of this Corporation are to have no personal liability for
monetary damages for breach of fiduciary duty as a director."
Item 16. EXHIBITS.
a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-B:
Exhibit No. Title
- ---------- -----
** 1.0 Articles of Amendment to the Articles of Incorporation dated May
23, 1995
** 3.1 Amended and Restated Articles of Incorporation
** 3.2 Amended and Restated Bylaws
** 4.1 Specimen Certificate of Common Stock
***** 5.0 Opinion of Neuman & Cobb regarding the legality of the securities
being registered
* 10.2 Agreement and Plan of Reorganization between and among Cell
Robotics, Inc., Intelligent Financial Corporation, MiCel, Inc.,
Bridgeworks Investors I, L.L.C., and Ronald K. Lohrding.
* 10.3 Employment Agreement of Ronald K. Lohrding.
* 10.4 Employment Agreement of Craig T. Rogers.
* 10.5 Financing and Capital Contribution Agreement between and among
Cell Robotics, Inc., Intelligent Financial Corporation, MiCel,
Inc., and Bridgeworks Investors I, L.L.C.
* 10.6 Irrevocable Appointment of Voting Rights by Dr. Lohrding to
MiCEL, Inc.
* 10.7 Stock Pooling and Voting Agreement
** 10.8 Royalty Agreement dated September 11, 1995 between the
Registrant, Cell Robotics, Inc., and Mitsui Engineering &
Shipbuilding Co., Ltd.
** 10.9 Agreement of Contribution and Mutual Comprehensive Release dated
September 11, 1995 between the Company, Cell Robotics, Inc. and
Mitsui Engineering & Shipbuilding Co., Ltd.
** 10.10 Distribution Agreement dated April 6, 1995, between Carl Zeiss,
Inc. and the Registrant
** 10.11 Distribution Agreement dated December 15, 1994, between MiCEL,
Inc. and the Registrant
<PAGE>
** 10.12 Revised License Agreement dated January 5, 1996 between the
Registrant and the Regents of the University of California
** 10.13 Purchase Agreement with Tecnal Products, Inc.
** 10.14 License Agreement with NTEC
**** 10.15 License Agreement dated May 13, 1996, between the Registrant and
GEM Edwards, Inc.
** 11.1 Calculation of Loss Per Share for the nine months ended September
30, 1994 and 1995 and for the twelve months ended December 31,
1994 and 1993
*** 16.00 Letter of Schumacher & Associates, Inc., Certified Public
Accountants, filed pursuant to Item 304(a)(3) of Regulation S-B
** 21.0 Subsidiaries
*****23.1 Consent of Neuman & Cobb
*****23.2 Consent of KPMG Peat Marwick LLP, Certified Public Accountants
________________________________
* Incorporated by reference from the Registrant's Current Report on Form
8-K dated February 23, 1995, as filed with the Commission on March 10,
1995
** Incorporated by reference from the Registrant's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2 declared effective by the
Commission on February 14, 1996.
*** Incorporated by reference from the Registrant's Current Report on
Form 8-K dated May 15, 1995, as filed with the Commission on May 18,
1995.
**** Incorporated by reference from the Registrant's Post-Effective
Amendment No. 1 to Registration Statement on Form SB-2 filed with the
Commission on July 15, 1996.
***** Filed with this Amendment.
Item 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel that 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.
<PAGE>
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.
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.
4. To provide, upon effectiveness, certificates in such denominations
and registered in such names as are required to permit prompt delivery to each
purchaser.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange 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-3 and has duly caused this Post-
Effective Amendment No. 2 on Form S-3 to Form SB-2 Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized. In the City
of Albuquerque, State of New Mexico on the 31st of December, 1996.
CELL ROBOTICS INTERNATIONAL, INC., a Colorado
corporation
By: /s/ Ronald K. Lohrding
------------------------------
Ronald K. Lohrding, President
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Post-Effective Amendment No. 2 on Form S-3 to Form SB-2 Registration Statement
has been signed by the following persons in the capacities with Cell Robotics
International, Inc. and on the dates indicated.
Signature Position Date
- --------- ------- ----
/s/ Ronald K. Lohrding Chairman of the Board, 12/31/96
- ---------------------- --------
Ronald K. Lohrding President, Chief Executive Officer
/s/ Craig T. Rogers Chief Financial Officer, 12/31/96
- --------------------- ----------
Craig T. Rogers Principal Accounting Officer,
Secretary, Treasurer, Director
/s/ Mark Waller Director 12/31/96
- --------------------- ----------
Mark Waller
/s/ Raymond Radosevich Director 12/31/96
- --------------------- ----------
Raymond Radosevich
Exhibit 5.0
___________
December 31, 1996
Cell Robotics International, Inc.
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
Re: POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-3 TO
REGISTRATION STATEMENT ON FORM SB-2
Ladies and Gentlemen:
We have acted as counsel to Cell Robotics International,
Inc. (the "Company") in connection with Post-Effective Amendment
No. 2 on Form S-3 to Registration Statement on Form SB-2 (the
"Amended Registration Statement") to be filed with the United
Stated Securities and Exchange Commission, Washington, D.C.,
pursuant to the Securities Act of 1933, as amended, covering the
registration of an aggregate of 2,262,000 shares of Common Stock,
$.004 par value ("Common Stock") and 115,000 Class A Common Stock
Purchase Warrants ("A Warrants"). In connection with such
representation of the Company, we have examined such corporate
records, and have made such inquiry of government officials and
Company officials and have made such examination of the law as we
deemed appropriate in connection with delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized
under the laws of the State of Colorado and is validly existing
as a corporation in good standing under the laws of that state.
2. The Company's authorized capital consists of twelve
million five hundred thousand (12,500,000) shares of Common Stock
having a par value of $0.004 each and two million five hundred
thousand (2,500,000) shares of Preferred Stock having a par value
of $.04 each.
3. The 1,917,500 shares of the Company's Common Stock
being registered for sale and offered by the Selling Shareholders
as more fully described in the Registration Statement are
lawfully and validly issued, fully paid and non-assessable
securities of the Company.
4. The 230,000 shares of the Company's Common Stock
issuable upon exercise of a Placement Agent's Warrant shall, upon
valid exercise of such Warrant and issuance thereof as more fully
described in the Registration Statement, be duly and validly
authorized, legally issued, fully paid and non-assessable.
5. The 115,000 A Warrants to be issued upon exercise of
the Placement Agent's Warrant shall, upon the valid exercise of
such Warrant and issuance thereof as more fully described in the
Registration Statement, be duly and validly authorized, legally
issued, fully paid and exercisable in accordance with their
terms.
6. The 115,000 shares of the Company's Common Stock
issuable upon exercise of the A Warrants shall, upon valid
exercise of such Warrants and issuance thereof as more fully
described in the Registration Statement, be duly and validly
authorized, legally issued, fully paid and non-assessable.
Sincerely,
/s/ Nathan L. Stone
Nathan L. Stone
NLS:at
Exhibit 23.1
------------
December 31, 1996
Cell Robotics International, Inc.
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
Re: POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-3 TO
REGISTRATION STATEMENT ON FORM SB-2
Ladies and Gentlemen:
We hereby consent to the inclusion of our opinion regarding
the legality of the securities being registered by Post-Effective
Amendment No. 2 on Form S-3 to Form SB-2 Registration Statement
to be filed with the United Stated Securities and Exchange
Commission, Washington, D.C., pursuant to the Securities Act of
1933, as amended, by Cell Robotics International, Inc., a
Colorado corporation (the "Company"), in connection with the
offering by the Company and certain Selling Securityholders
described therein of up to 2,262,000 shares of Common Stock,
$.004 par value and 115,000 Class A Common Stock Purchase
Warrants, as proposed and more fully described in such
Registration Statement.
We further consent to the reference in such Registration
Statement to our having given such opinions.
Sincerely,
/s/ Nathan L. Stone
Nathan L. Stone
NLS:at
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS'
--------------------------------
The Board of Directors
Cell Robotics International, Inc.:
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
Our report dated February 9, 1996, except as to the second
paragraph of note 15, which is as of February 14, 1996, contains
an explanatory paragraph that states that the Company has
suffered recurring losses from operations and has an accumulated
deficit, which raise substantial doubt about its ability to
continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from
the outcome of that uncertainty.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
December 31, 1996
