<PAGE>
As filed with the Securities and Exchange Commission on June 14, 1996
S.E.C. File No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------------------
CELL ROBOTICS INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
COLORADO 84-1153295
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2715 BROADBENT PARKWAY, N.E.
ALBUQUERQUE, NEW MEXICO 87107
(Address of principal executive offices, including Zip Code)
-------------------------------------------------------------
CELL ROBOTICS INTERNATIONAL, INC.
1992 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
-------------------------------------------------------------
Ronald K. Lohrding
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
(Name and address of agent for service)
(505) 343-1131
(Telephone number, including area code, of agent for service)
-------------------------------------------------------------
Copy To:
Clifford L. Neuman, Esq.
Nathan L. Stone, Esq.
Neuman & Cobb
Temple-Bowron House
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.
--------------------------------------------------------------
===============================================================================
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price (1) Registration Fee
- ---------------- -------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 692,579 Shares $1.75 (1) $1,212,014 $417.94
$.004 par value 60,000 Shares $2.81 (1) $ 168,600 $ 58.14
247,421 Shares $3.69 (2) $ 912,984 (2) $314.82
Total $2,293,598 $790.90
- ---------------------------------------------------------------------------------------------------------
<FN>
<F1>
(1) Based on the exercise price of the options in accordance with paragraph (h) of Rule 457.
<F2>
(2) Estimated solely for the purpose of calculating the registration fee in accordance with paragraphs
(c) and (h) of Rule 457 on the basis of the average of the bid and asked prices of the Common Stock
on June 11, 1996, as quoted on the OTC Electronic Bulletin Board.
</FN>
</TABLE>
<PAGE>
<PAGE>
PROSPECTUS
CELL ROBOTICS INTERNATIONAL, INC.
2715 Broadbent Parkway N.E
Albuquerque, New Mexico 87107
Telephone: (505) 343-1131
_______________________________________________
1,000,000 Shares
CELL ROBOTICS INTERNATIONAL, INC.
Common Stock
($.004 Par Value)
Under
CELL ROBOTICS INTERNATIONAL, INC.
1992 INCENTIVE STOCK OPTION PLAN
_______________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________________
The date of this Prospectus is _____________________________________, 1996.
<PAGE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Item 1. Plan Information . . . . . . . . . . . . . . . . . . . . . . . .-3-
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-3-
The Plan: Adoption. . . . . . . . . . . . . . . . . . . . . . .-3-
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-3-
Duration and Modifications . . . . . . . . . . . . . . . . . . .-3-
Class and Amount of Securities Subject to the Plan . . . . . . .-4-
Administration . . . . . . . . . . . . . . . . . . . . . . . . .-4-
Adjustment for Changes in Securities . . . . . . . . . . . . . .-4-
Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . .-5-
Granting of Options. . . . . . . . . . . . . . . . . . . . . . .-5-
Exercise of Options. . . . . . . . . . . . . . . . . . . . . . .-5-
Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . .-6-
Death. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-6-
Termination of Employment. . . . . . . . . . . . . . . . . . . .-7-
Transferability of Options . . . . . . . . . . . . . . . . . . .-7-
Resale of Shares Acquired Upon Exercise of Options . . . . . . .-7-
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . .-8-
Outstanding Options. . . . . . . . . . . . . . . . . . . . . . .-9-
Item 2. Registrant Information and Employee Plan Annual Information. . -10-
Item 3. Incorporation of Documents by Reference. . . . . . . . . . . . -11-
Item 4. Description of Securities. . . . . . . . . . . . . . . . . . . -12-
Item 5. Interests of Named Experts and Counsel . . . . . . . . . . . . -12-
Item 6. Indemnification of Directors and Officers. . . . . . . . . . . -12-
Item 7. Exemption from Registration Claimed. . . . . . . . . . . . . . -17-
Item 8. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
Item 9. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . -18-
</TABLE>
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
- ------ ----------------
COMPANY
-------
Cell Robotics International, Inc, f/k/a Intelligent Financial
Corporation (hereinafter referred to as "CRI" or the "Company") is a Colorado
corporation having its principal executive offices at 2715 Broadbent Parkway,
N.E., Albuquerque, New Mexico 87107 (telephone number: (505) 343-1131.
The use of masculine pronouns in this Prospectus is done for
convenience only and refers to both males and females.
THE PLAN: ADOPTION
-------------------
On August 26, 1992, the Board of Directors of the Company adopted
the Company's 1992 Incentive Stock Option Plan (hereinafter referred to as the
"Plan"). The Plan was approved by the Company's shareholders at a special
meeting of shareholders held December 11, 1992.
The Plan provides for the granting of: (i) incentive stock options
("ISOs") which are intended to qualify as such within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
(ii) non-qualified stock options ("NSOs").
The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974; and the Plan is not subject to the
qualification requirements under Section 401(a) of the Code.
PURPOSE
-------
The general purpose of the Plan is to promote the growth and
development of the Company by providing increased incentives for key salaried
employees and directors of the Company and of any present or future Parent or
Subsidiary of the Company. A "Parent" is defined in the Plan as any
corporation that owns 50% or more of the total voting stock of the Company. A
"Subsidiary" is defined as any corporation 50% or more of whose total voting
stock is held by the Company or by another corporation qualifying as a
Subsidiary.
DURATION AND MODIFICATIONS
--------------------------
Options may be granted under the Plan at any time up to August 26,
2002, when the Plan will expire except as to any options outstanding, which
options will remain in effect until they have been exercised or have expired.
The Company's Board of Directors (the "Board"), or a Committee of
the Board consisting of not less than two (2) "disinterested" members of the
Board (within the meaning of Rule 16b-3(c)(2)(i) promulgated under the
Securities Exchange Act of 1934, as amended)("Committee"), may at any time,
without the approval of the shareholders of the Company, alter, amend, modify,
<PAGE>
<PAGE>
suspend or discontinue the Plan, but may not, without the consent of the holder
of an option, make any alternation which would adversely affect an option
previously granted under the Plan or, without the approval of the shareholders
of the Company, make any alteration which would (a) increase the aggregate
number of shares available for options under the Plan, except as described
herein, (b) reduce the exercise price of any Incentive Option granted under the
Plan below the price required by Article IX of the Plan, (c) modify the
provisions of the Plan relating to eligibility, or (d) materially increase the
benefits accruing to participants under the Plan. The Board or Committee also
may amend the Plan and the Options granted thereunder to permit the Incentive
Options granted thereunder to qualify as "incentive stock options" within the
meaning of Section 422 of the Code.
CLASS AND AMOUNT OF SECURITIES SUBJECT TO THE PLAN
--------------------------------------------------
Subject to adjustment as described below, an aggregate of up to
1,000,000 shares of the Company's common stock, $.004 par value, are authorized
to be issued upon exercise of options granted under the Plan.
Under the terms of the Plan, shares subject to and not issued under
an option which expires or terminates or is cancelled for any reason during the
term of the Plan are again available for the granting of options under the
Plan.
ADMINISTRATION
--------------
The Committee is responsible for the administration of the Plan.
The Committee presently consists of Messrs. Raymond Radosevich and Denis
Burger, whose addresses for purposes of the Plan are the address of the
Company. The Committee members may be removed and replaced by a vote of a
majority of the Board.
The Committee is authorized, subject to the provisions of the Plan,
to adopt, amend and rescind such rules and regulations as it may deem
appropriate for the administration of the Plan and to make determinations and
interpretations which it deems consistent with the Plan's provisions. The
Committee's determinations and interpretations are final and conclusive.
ADJUSTMENT FOR CHANGES IN SECURITIES
------------------------------------
The Plan requires the Board to make appropriate adjustments in the
number and kind of shares available under the Plan and in the number, price and
kind of shares covered by options granted or to be granted under the Plan, in
the event of a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of the Company's Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration". The foregoing notwithstanding, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made, with respect to the number or price of shares
of Common Stock subject to an Option.
The Plan also provides that, upon the dissolution or liquidation of
the Company, all outstanding options will terminate immediately prior to the
consummation of such action, unless otherwise provided by the Board. The Board
may, in the exercise of its sole discretion in such instances, declare that any
<PAGE>
<PAGE>
Option shall terminate as of a date fixed by the Board and give each Optionee
the right to exercise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable. In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless such successor corporation does not agree to assume the Option or to
substitute an equivalent option, in which case the Board shall, in lieu of such
assumption or substitution provide for the Optionee to have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable. If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the Option will terminate upon the expiration of such period.
If, as a result of accelerating the time period during which all
Options are exercisable in full in the event of a merger or asset transaction
an Optionee would incur liability under Section 16(b) of the Securities
Exchange Act of 1934, such Optionee may request the Company to, and the Company
is obligated to, repurchase such Option for cash equal to the excess of the
fair market value on the advanced termination date of the shares subject to the
Option over the option exercise price.
ELIGIBILITY
-----------
Except as otherwise provided in the Plan, NSOs may be granted only
to directors, officers and other salaried key employees of the Company, or any
subsidiary corporation or parent corporation of the Company, now existing or
hereinafter formed or acquired. Any person who shall have retired from active
employment by the Company, even if such person shall have entered into a
consulting contract with the Company, shall not be eligible to receive a NSO.
ISOs may be granted only to salaried key employees of the Company
or any subsidiary corporation or parent corporation of the Company, now
existing or hereafter formed or acquired, and not to any director who is not
also an employee.
GRANTING OF OPTIONS
-------------------
The Plan provides that the Committee shall have the authority, in
its discretion, to determine the directors, executive officers and key
employees to whom Options shall be granted, the time when such Options shall be
granted, the number of shares which shall be subject to each Option, the
purchase price or exercise price of each share which shall be subject to each
Option, the periods during which such Options shall be exercisable (whether in
whole or in part) and the other terms and provisions with respect to the
Options (which need not be identical).
There is no minimum or maximum amount of shares for which any one
employee may receive an option or options.
Each option is to be evidenced by a written agreement (an "Option
Agreement") containing terms and conditions established by the Board consistent
with the provisions of the Plan.
<PAGE>
<PAGE>
EXERCISE OF OPTIONS
-------------------
Options granted to employees under the Plan may be exercised only
in accordance with the terms of each Option Agreement. In no event shall any
ISO granted to a Participant owning more than ten percent (10%) of the voting
power of all classes of the Company's stock, or the stock of any subsidiary
corporation or parent corporation, be exercisable by its terms after the
expiration of five (5) years from the date it is granted, nor shall any other
ISO granted under the Plan be exercisable by its terms after ten (10) years
from the date it is granted. The Committee may also determine the maximum
number of shares that may be exercisable by employees in any year, and shall
have the right to accelerate in whole or in part, the expiration date of any
Option. Moreover, the maximum fair market value of CRI stock (determined at
the time of grant) covered by ISOs that first become exercisable by any
Optionee in any calendar year is limited to $100,000.
Although the Company intends to exert its best efforts so that the
shares purchasable upon the exercise of an option, when it first becomes
exercisable, will be registered under, or exempt from the registration
requirements of, the Securities Act of 1933 (the "Act") and any applicable
state securities law, if the exercise of an option would otherwise result in
the violation by the Company of any provision of the Act or of any state
securities law, the Company may require that such exercise be deferred until
the Company has taken appropriate action to avoid any such violation.
An option holder will not be deemed the holder of any shares
subject to an option until such shares are fully paid and issued to him upon
exercise of such option.
EXERCISE PRICE
--------------
The purchase price for each Share purchasable under any NSO granted
under the Plan shall be such amount as the Committee shall deem appropriate.
The exercise price at which shares may be purchased under each ISO
cannot be less than 100% of the fair market value of the stock on the date on
which the option is granted. If the Company's shares are listed on a national
securities exchange in the United States on any date on which the fair market
value per share is to be determined, the fair market value per share shall be
deemed to be the average of the high and low quotations at which such shares
are sold on such national securities exchange on such date. If the shares are
listed on a national securities exchange in the United States on such date but
the shares are not traded on such date, or such national securities exchange is
not open for business on such date, the fair market value per share shall be
determined as of the closest preceding date on which such exchange shall have
been open for business and the shares were traded. If the shares are listed on
more than one national securities exchange in the United States on the date any
such Option is granted, the Committee shall determine which national securities
exchange shall be used for the purpose of determining the fair market value per
share. If a public market exists for the shares on any date on which the fair
market value per share is to be determined but the shares are not listed on a
national securities exchange in the United States, the fair market value per
share shall be deemed to be the mean between the closing bid and asked
quotations in the over-the-counter market for the shares on such date. If
there are no bid and asked quotations for the shares on such date, the fair
market value per share shall be deemed to be the mean between the closing bid
and asked quotations in the over-the-counter market for the shares on the
closest date preceding such date for which such quotations are available.
<PAGE>
<PAGE>
If no public market exists for the shares on any date on which the fair market
value per share is to be determined, the Committee shall, in its sole
discretion and best judgment, determine the fair market value of a share. For
purposes of the Plan, the determination by the Committee of the fair market
value of a share shall be conclusive.
If any grantee of an ISO owns (directly and under attribution rules
of the Code) stock possessing more than 10% of the total combined voting power
of CRI (or any parent or Subsidiary of CRI) the option price of that ISO shall
be not less than 110% of the fair market value of shares subject to the option
and such option shall not be exercisable after the expiration of five years
from its date of grant.
The exercise price for shares purchased must be paid in full at the
time of exercise; no shares will be issued until full payment is made. Such
payment may be made either (1) in cash, (2) by check, or (3) in the discretion
of the Committee, by delivering shares of the Company's common stock, valued at
its fair market value determined as of the date of exercise of the option, or a
combination of the foregoing.
Cash proceeds from exercises of options are added to the general
funds of the Company available for its corporate purposes.
DEATH
-----
If an option holder dies while in the employ of the Company or a
Subsidiary or Parent, the person or persons to whom the option is transferred
by will or the laws of descent and distribution may, at any time within one (1)
year after the date of death, but no later than the date of expiration of the
option, exercise the option. Any options or portions of options of deceased
employees not so exercised will terminate.
TERMINATION OF EMPLOYMENT
-------------------------
DISABILITY
----------
If the employment or service of an Optionee is terminated by
reason of disability [defined in Section 22(e)(3) of the Code in the case of an
ISO, and determined by the Board of Directors], the Option then held by the
Optionee may be exercised, to the extent the Option was exercisable at the time
of such termination, within one (1) year after such termination, but not later
than the date of expiration of the Option. Any Options, or portions thereof,
not so exercised will terminate.
OTHER TERMINATION
-----------------
Upon termination of directorship or employment with the
Company, or a Subsidiary or Parent, for any reason except death or disability,
an Option holder may, at any time within three (3) months after the date of
such termination, but not later than the date of expiration of the Option,
exercise the Option to the extent he was entitled to do so on the date of such
termination; provided, however, that if such director or employee voluntarily
terminates his directorship or employment, or is discharged for cause, of which
the Board is the sole judge, his Option will expire immediately. An Optionee
whose directorship or employment is terminated by retirement in accordance with
the Company's normal retirement policies, as determined by the Committee, will
be permitted to exercise any Options held by such Optionee, to the extent he
<PAGE>
<PAGE>
titled to do so on the date of such retirement, within three (3) months after
the date of such termination, but not later than the date on which such Options
would otherwise expire. Any Options or portions of Options of terminated
employees not so exercised will terminate.
The Board may determine that an employee who is on a leave of
absence (but in the case of ISOs, only to the extent that his employment is not
determined to be interrupted thereby for purposes of Section 422 of the Code)
will be considered as a full-time salaried employee of the Company or a Parent
or Subsidiary. Also, a transfer from the Company to a Parent or Subsidiary or
from a Parent or Subsidiary to the Company will not be deemed a termination or
interruption of employment for Plan purposes.
Nothing in the Plan, or in any Option granted thereunder,
confers on any person any right with respect to continuation of employment or
retention in service in any capacity by the Company or a Parent or Subsidiary,
and the grant of an Option under the Plan shall not constitute an employment
agreement of any kind.
TRANSFERABILITY OF OPTIONS
--------------------------
An Option granted under the Plan may not be transferred except by
will or the laws of descent and distribution and, during the lifetime of an
Optionee, the Option may be exercised only by him or his guardian or legal
representative.
RESALE OF SHARES ACQUIRED UPON EXERCISE OF OPTIONS
--------------------------------------------------
Generally, Optionees who are not "affiliates" (controlling persons)
of the Company at the time of a proposed resale may sell shares acquired after
the date of this Prospectus upon exercise of Options granted under the Plan
without regard to securities law registration restrictions, since such shares
have been registered under the Securities Act of 1933 and will not be
"restricted securities." An "affiliate" is a person having sole power or
sharing the power to direct or cause the direction of the management and
policies of the Company. Unless a separate resale prospectus is prepared and
filed with the Securities and Exchange Commission ("SEC") by the Company,
affiliates must make resales of such shares in compliance with SEC Rule 144
(except that the holding period requirement of Rule 144 is not applicable to
the resale of such shares), or another available exemption from registration
under the Securities Act of 1933. Thus, affiliates are subject generally to
the same restrictions with regard to the resale of shares acquired under the
Plan as they are with respect to the resale of otherwise-acquired shares of the
Company's common stock, including the restrictions resulting from the
provisions of Section 16(b) of the Securities Exchange Act of 1934.
Section 16(b) of the Securities Exchange Act of 1934 provides for recapture by
the Company of "profit" realized by an officer, director or more than 10%
shareholder of the Company from any purchase (including the exercise of an
Option) and sale, or any sale and purchase, of any equity security of the
Company within any period of less than six months.
TAX CONSEQUENCES
----------------
The Company has been advised that under the present provisions of
the Code, and subject to all regulations promulgated under Section 422 thereof,
the federal income tax consequences with respect to Options which may be
granted under the Plan can be summarized as follows:
<PAGE>
<PAGE>
1. An Optionee will not recognize income nor will the Company be
entitled to a deduction at the time an ISO is granted or exercised. Any gain
upon the subsequent sale of the shares acquired on exercise of an ISO is
subject to tax at capital gains rates; provided that the Optionee makes no
disposition of the shares within two (2) years after the ISO is granted or
within one year after the shares are transferred to the Optionee, whichever is
later. The spread between the ISO price and the fair market value of the
shares at the time of exercise is, however, a preference item and must be
recognized for purposes of the alternative minimum tax. The Company is not
entitled to any tax deduction if the Optionee satisfies the holding period
requirements described above.
2. If the Optionee makes a disposition of shares purchased upon
exercise of an ISO before the expiration of the requisite holding periods
described above, the Optionee will be taxed as if he had received compensation
income in the year of disposition and the Company will be entitled to a
corresponding deduction in that year; provided it satisfies certain withholding
requirements. The amount of income (and the Company's deduction) will be equal
to the difference between the ISO exercise price and the fair market value of
the shares on the date of exercise. Any balance of the Optionee's gain on
disposition of the shares will be subject to tax as a capital gain determined
under the normal capital asset holding period rules. However, if the Optionee
makes a disqualifying disposition of shares before the expiration of the
holding periods described above that is a sale or exchange with respect to
which a loss (if sustained) would be recognized (i.e., not to a related party),
the amount of compensation income recognized by the Optionee (and the Company's
deduction) will not exceed the excess, if any, of the amount realized over the
adjusted basis of the shares.
3. Shares purchased upon the exercise of an ISO may be paid for
in whole or part by delivering previously acquired shares of common stock of
the Company. However, all stock acquired pursuant to the exercise of an ISO is
subject to the holding period rules and disqualifying disposition rules
described above, regardless of whether such stock is paid for with cash or
previously acquired shares. Furthermore, the exercise of an ISO with
previously acquired shares will be deemed to be an exchange to which
Section 1036 of the Code applies. The Optionee's basis and holding period in
the number of shares of ISO stock that equals the number of previously acquired
shares used to exercise the ISO will be the same as the basis and holding
period of the previously acquired shares used to exercise the ISO. The
Optionee's basis in any remaining shares of ISO stock will be zero and his
holding period for those shares will begin on the date he acquires those
remaining shares.
4. An Optionee will not recognize taxable income at the time a
NSO is granted, but taxable income will be recognized, and the Company will be
entitled to a deduction (provided it satisfies certain withholding
requirements) at the time of exercise of the NSO. The amount of income (and
the Company's deduction) will be equal to the difference between the NSO
exercise price and the fair market value of the shares on the date of exercise.
The income recognized will be taxed at ordinary income tax rates for federal
income tax purposes. On subsequent disposition of the shares acquired upon
exercise of a NSO, capital gain or loss, as determined under the normal capital
asset holding period rules, will be recognized in the amount of the difference
between the proceeds of sale and the fair market value of the shares on the
date of exercise.
5. Where the NSO exercise price is paid in previously acquired
stock, the exercise is treated as a tax-free exchange of the shares of
previously acquired stock (without recognizing any taxable gain with respect
thereto) for a like number of new shares (with such new shares having the same
<PAGE>
<PAGE>
basis and holding period as the old). The Optionee's basis in any remaining
shares will equal the amount of compensation income recognized upon exercise of
the NSO and the holding period for such shares will begin on the day the
Optionee acquires them. This mode of payment does not affect the ordinary
income tax liability incurred upon exercise of the NSO described above.
6. If "statutory option stock" (stock acquired through the
exercise of an ISO and Options issued under an employee stock purchase plan) is
transferred to acquire shares offered under an Option, and if the applicable
holding periods for such statutory option stock have not been met before such
transfer, the transfer is considered a disqualifying disposition and will
result in ordinary income with respect to the stock disposed of, but will not
affect the tax treatment, as described above, for the stock received.
7. In the case of officers and directors of the Company subject
to the short-swing profit provisions of Section 16(b) under the Securities
Exchange Act of 1934, the tax consequences of exercise of either an ISO or NSO
granted under the Plan will be deferred until at least six months after
exercise, unless such persons otherwise elect at the time of exercise.
However, the income when recognized will include any appreciation in value of
the acquired shares during the period of deferral, and the capital gain holding
period will not begin to run until the end of the period of deferral.
The foregoing summary description is based upon the presently
applicable provisions of the Code, and is subject to change in the event of a
change in either the Code or interpretations thereof. Each Optionee is urged
to consult his personal legal and tax advisor as to the legal and tax effects
of his individual situation and his participation in the Plan.
OUTSTANDING OPTIONS
-------------------
As of June 14, 1996, Options had been granted for 752,579 shares
authorized to be issued pursuant to the Plan; and all 752,579 Options were
outstanding and unexercised. On that date, 247,421 additional shares dedicated
to the Plan were available for future Option grant and purchase.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
- ------ -----------------------------------------------------------
Cell Robotics International, Inc. will provide without charge to
each person, including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request of such person, a copy of any document
referred to herein in Item 3. under the caption "Incorporation of Certain
Documents by Reference," which documents are incorporated by reference in the
Cell Robotics International, Inc.'s Section 10(a) prospectus, together with a
copy of the Plan, and/or a copy of Cell Robotics International, Inc.'s latest
annual report to shareholders. Such a request should be directed to Cell
Robotics International, Inc., 2715 Broadbent Parkway N.E., Albuquerque, New
Mexico 87107, Attention: Corporate Secretary; Telephone: (505) 343-1131.
Cell Robotics International, Inc. is subject to the informational
reporting requirements of the Securities Exchange Act of 1934 and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy and
information statements and other information filed by Cell Robotics
International, Inc. can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 10549, as well as the Denver Regional Office, 410 Seventeenth
Street, Suite 700, Denver, Colorado 80202. Copies of such material can be
<PAGE>
<PAGE>
ed from the Public Reference Section of the Commission, Washington, D.C. 20549,
at prescribed rates. Additional updating information with respect to the
securities covered herein may be provided in the future to Plan participants by
means of appendices to this Prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The Registrant hereby states that (i) the documents listed in (a)
through (c) below are incorporated by reference in this Registration Statement
and (ii) all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant
document referred to in (a) above, including:
1. The Registrant's Quarterly Report on Form 10-QSB for
the fiscal quarter ended March 31, 1996;
2. The Notice of Annual Meeting of Shareholders, Proxy
Statement and form of Proxy filed with the Securities and Exchange Commission
("Commission") on April 30, 1996, in connection with the Registrant's Annual
Meeting of Shareholders on May 31, 1996;
(c) The description of the Registrant's Common Stock, $.004 par
value, contained in the Registrant's Registration Statement on Form 8-A,
declared effective on April 5, 1996, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, including any amendment or report filed for
the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------ -------------------------
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
Clifford L. Neuman, a partner in the law firm of Neuman & Cobb, is
the beneficial owner of 3,100 shares of Common Stock of the Registrant.
<PAGE>
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------ -----------------------------------------
The only statute, charter provision, bylaw, contract, or other
arrangements 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, are as follows:
(a) 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.
(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.<PAGE>
<PAGE>
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.
(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.<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
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<PAGE>
<PAGE>
(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:
(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.
<PAGE>
<PAGE>
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.
* * *
(b) Article XI of the Amended and Restated Articles of
Incorporation of the Registrant provides, in pertinent part:
a. A director of this Corporation shall not be
liable to the corporation or its
stockholders for monetary damages for
breach of fiduciary duty as a director,
except to the extent that such an exemption
from liability or limitation thereof is not
permitted under the General Corporation
Laws of the State of Colorado as the same
exists or may hereafter be amended.
b. Any repeal or modification of the foregoing
paragraph a. by the stockholders of the
corporation shall not adversely affect any
right or protection of a director of the
corporation existing at the time of such
repeal or modification.
(c) Article VIII of the Amended and Restated Articles of
Incorporation of the Registrant provides:
<PAGE>
<PAGE>
The Corporation may and shall indemnify
each Director, Officer and any employee or
agent of the Corporation, his heirs,
executors and administrators, against any
and all expenses and liability reasonably
incurred by him in connection with any
action, suit or proceeding to which he may
be a party by reason of his being or having
been a director, officer, employee or agent
of the Corporation to the full extent
required or permitted by the Colorado
Corporation Code, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable. No Restricted Securities are to be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
- ------ --------
Exhibit Description
- ------- -----------
4.1 Cell Robotics International, Inc. 1992 Incentive Stock Option Plan,
as amended, adopted by the Board of Directors of the Registrant on
August 26, 1992 and approved by a majority of the shareholders of
the Registrant at a Special Meeting of Shareholders on December 11,
1992
5.0 Opinion of Neuman & Cobb
23.1 Consent of Neuman & Cobb (contained in Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick, LLP, Certified Public Accountants
ITEM 9. UNDERTAKINGS.
- ------ ------------
8. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
<PAGE>
<PAGE>
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albuquerque, State of New Mexico, on
, 1996.
CELL ROBOTICS INTERNATIONAL, INC.
By: /s/ Ronald K. Lohrding
------------------------------------
Ronald K. Lohrding, Chairman of the
Board, President, and Chief Executive
Officer
POWER OF ATTORNEY
Each of the directors of the Registrant and each other person whose
signature appears below, by his execution hereof, authorizes Ronald K. Lohrding
to act as his attorney in fact to sign, on his behalf individually and in each
capacity stated below, and file all amendments and post-effective amendments
to, the Registration Statement, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission and such
other applicable governmental/regulatory agencies, hereby ratifying and
confirming all that Ronald K. Lohrding or his substitute or substitutes, may do
or cause to be done by virtue hereof, and the Registrant hereby confers like
authority to sign and file on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dated indicated.
SIGNATURE TITLE DATE
/s/ Ronald K. Lohrding Chairman of the Board,
- ----------------------------- President and Chief --------
Ronald K. Lohrding Executive Officer
/s/ Craig T. Rogers Chief Financial Officer,
- ----------------------------- Chief Accounting Officer, --------
Craig T. Rogers Secretary, Treasurer, Director
/s/ Mark Waller Director
- ----------------------------- ---------
Mark Waller
/s/ Raymond Radosevich Director
- ---------------------------- ---------
Raymond Radosevich
/s/ Denis Burger Director
- --------------------------- ---------
Denis Burger
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
STOCK INCENTIVE PLAN
I. PURPOSE.
-------
A. This Stock Incentive Plan (the "Plan") is adopted by the Board
of Directors of Cell Robotics International, Inc., a Colorado corporation (the
"Company"), on August 26, 1992, to enable the Company to afford certain of its
directors, executive officers and key employees and the directors, executive
officers and key employees of any subsidiary corporation or parent corporation
of the Company who are responsible for the continued growth of the Company, an
opportunity to acquire a proprietary interest in the Company and thus to create
in such directors, executive officers and key employees and increased interest
in, and a greater concern for, the welfare of the Company.
B. The stock options ("Options") offered pursuant to the Plan are a
matter of separate inducement and are not in lieu of any salary or other
compensation for the services of such directors, executive officers or key
employees.
C. The Options granted under the Plan are intended to be either
incentive stock options ("Incentive Options") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code") or Options that
do not meet the requirements for Incentive Options ("Non-Qualified Options"),
but the Company makes no warranty as to the qualification of any Option as an
Incentive Option.
II. ADMINISTRATION OF THE PLAN.
--------------------------
A. Procedure.
---------
The Plan shall be administered by a Committee of the Board of
Directors of the Company.
1. Subject to subparagraph (2), the Board of Directors shall
appoint a Committee consisting of not less than two members of the Board of
Directors to administer the Plan on behalf of the Board of Directors, subject
to such terms and conditions as the Board of Directors may prescribe. Once
appointed, the Committee shall continue to serve until otherwise directed by
the Board of Directors. All members of the Committee shall be "disinterested
persons" within the meaning of Rule 16b-3(c)(2)(i) (or any successor rule or
regulation) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). A majority of the members of the Committee shall
constitute a quorum, and the act of a majority of the members of the Committee
shall be the act of the Committee. Any member of the Committee may be removed
at any time, either with or without cause, by resolution adopted by the Board
of Directors, and any vacancy on the Committee may at any time be filled by
resolution adopted by the Board of Directors.
2. Any or all powers and functions of the Committee may at any
time, and from time to time, be exercised by the Board of Directors; provided,
however, that with respect to the participation in the Plan by members of the
Board of Directors, such powers and functions of the Committee may be exercised
by the Board of Directors only if, at the time of such exercise, a majority of
the members of the Board of Directors, as the case may be, and a majority of
the directors acting in a particular matter, are "disinterested persons" within
the meaning of Rule 16b-3(c)(2)(i) (or any successor rule or regulation)
promulgated under the Exchange Act. Any reference in the Plan to the Committee
<PAGE>
<PAGE>
shall be deemed also to refer to the Board of Directors, to the extent that the
Board of Directors is exercising any of the powers and functions of the
Committee.
3. Subject to the foregoing subparagraphs (1) and (2), from
time to time the Board of Directors may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies however caused, or
remove all members of the Committee and thereafter directly administer the
Plan.
B. Powers of the Committee.
-----------------------
Subject to the provisions of the Plan, the Committee shall have the
authority, in its discretion:
1. to determine the directors, executive officers and key
employees to whom Options shall be granted, the time when such Options shall be
granted, the number of shares which shall be subject to each Option, the
purchase price or exercise price of each share which shall be subject to each
Option, the periods during which such Options shall be exercisable (whether in
whole or in part) and the other terms and provisions with respect to the
Options (which need not be identical);
2. to determine, upon review of relevant information and in
accordance with Article IX hereof, the fair market value of the Common Stock
underlying the Options;
3. to construe the Plan and Options granted thereunder;
4. to accelerate or defer (with the consent of the Optionee)
the exercise of any Option, consistent with the provisions of the Plan;
5. to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an option;
6. to prescribe, amend and rescind rules and regulations
relating to the Plan;
7. to make all other determinations deemed necessary or
advisable for the administration of the Plan.
C. Agreements With Optionee.
------------------------
Without limiting the foregoing, the Committee shall also have the
authority to require, in its discretion, as a condition to the granting of any
Option, that the Participant agree not to sell or otherwise dispose of shares
acquired pursuant to the Option for a prescribed period following the date of
acquisition of such shares and that in the event of termination of a
directorship or employment of such Participant, other than as a result of
dismissal without cause, the Participant will not, for a period to be fixed at
the time of the grant of the Option, enter into any employment or participate
directly or indirectly in any business or enterprise which is competitive with
the business of the Company or any subsidiary corporation or parent corporation
of the Company, or enter into any employment in which such employee or director
will be called upon to utilize special knowledge obtained through his or her
directorship or employment with the Company or any subsidiary corporation or
parent corporation thereof.
<PAGE>
<PAGE>
D. Effect of Committee's Decision.
------------------------------
All decisions, determinations and interpretations of the Committee
shall be final and binding on all Optionees and any other holders of any
Options granted under the Plan.
III. ELIGIBILITY.
-----------
A. Non-Qualified Options may be granted only to directors, officers
and other salaried key employees of the Company, or any subsidiary corporation
or parent corporation of the Company now existing or hereafter formed or
acquired, except as hereafter provided. Any person who shall have retired from
active employment by the Company, although such person shall have entered into
a consulting contract with the Company, shall not be eligible to receive an
Option.
B. An Incentive Option may be granted only to salaried key
employees of the Company or any subsidiary corporation or parent corporation of
the Company now existing or hereafter formed or acquired, and not to any
director or officer who is not also an employee.
IV. AMOUNT OF STOCK.
---------------
A. The total number of shares of Common Stock of the Company which
may be purchased pursuant to the exercise of Options granted under the Plan
shall not exceed, in the aggregate, 1,000,000 shares of the authorized Common
Stock, $.004 par value per share, of the Company (the "Shares"). Shares which
are subject to Options shall be counted only once in determining whether the
maximum number of shares which may be purchased or acquired under the Plan has
been exceeded.
B. Shares which may be acquired under the Plan may either be
authorized but unissued Shares, Shares of issued stock held in the Company's
treasury, or both, at the discretion of the Company. If and to the extent that
Options granted under the Plan expire or terminate without having been
exercised, new Options may be granted with respect to the Shares covered by
such expired or terminated Options, provided that the grant and the terms of
such new Options shall in all respects comply with the provisions of the Plan.
V. EFFECTIVE DATE AND TERM OF THE PLAN.
-----------------------------------
A. The Plan shall become effective on the date (the "Effective
Date") on which it is adopted by the Board of Directors of the Company;
provided, however, that if the Plan is not approved by a vote of the
Shareholders of the Company within twelve (12) months before or after the
Effective Date, the Plan and any Options granted thereunder shall terminate.
B. The Company may, from time to time during the period beginning
on the Effective Date and ending on August 26, 2002 (the "Termination Date")
grant to persons eligible to participate in the Plan, Options under the terms
of the Plan. Options granted prior to the Termination Date may extend beyond
that date, in accordance with the terms thereof. In no event shall the
Termination Date be later than ten (10) years following the Effective Date.
C. As used in the Plan, the terms "subsidiary corporation" and
"parent corporation" shall have the meanings ascribed to such terms,
respectively, in Sections 425(f) and 425(e) of the Code.
<PAGE>
<PAGE>
D. An employee, executive officer or director to whom Options are
granted hereunder may be referred to herein as a "Participant".
VI. LIMITATION ON INCENTIVE OPTIONS.
-------------------------------
The amount of aggregate fair market value of the stock determined at the
time of the grant of the Incentive Option for which any employee may be granted
Incentive Options under this Plan in any calendar year shall not exceed the sum
of $100,000.00.
VII. TERMS OF OPTIONS.
----------------
Stock Options granted pursuant to this Plan shall be evidenced by written
agreements which shall comply with the following terms and conditions:
A. Time of Exercise.
----------------
Any Option may be exercised by the Participant holding such Option
for such period or periods as the Committee shall determine at the date of
grant of such Option. In no event shall any Incentive Option granted to a
Participant owning more than ten percent (10%) of the voting power of all
classes of the Company's stock, or the stock of any subsidiary corporation or
parent corporation, be exercisable by its terms after the expiration of
five (5) years from the date it is granted, nor shall any other Incentive
Option granted under this Plan be exercisable by its terms after ten (10) years
from the date it is granted. The Committee shall have the right to accelerate,
in whole or in part, the expiration date of any Option; and to the extent that
an Option is not exercised within the period of exercisability specified
therein, it shall expire as to the then unexercised portion.
B. Transferability.
---------------
Any Option granted under this Plan shall not be transferrable by the
director, executive officer or key employee holding same and may be exercised
by the director, executive officer or key employee only during his lifetime,
except that the Option may be exercisable after the death of such director,
executive officer or key employee in accordance with the laws of descent and
distribution.
C. Option Price.
------------
1. The purchase price for each Share purchasable under any
Non-Qualified Option granted hereunder shall be such amount as the Committee
shall deem appropriate.
2. The purchase price for shares of stock subject to any
Incentive Option under this Plan, shall not be less than the fair market value
of the stock on the date of the grant of the Incentive Option, which fair
market value shall be determined in good faith at the time of the grant of the
Incentive Option by the Committee administering this Plan. In the event that
any Incentive Option is granted to an employee owning more than ten percent
(10%) of the voting power of all classes of the Company's stock, the purchase
price per share of the stock subject to such an Incentive Option shall not be
less than 110% of the fair market value of the stock on the date of the grant
of such Incentive Option determined in good faith by the Committee.
<PAGE>
<PAGE>
D. Consideration for Shares.
------------------------
The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Committee and may consist entirely of cash, check, other shares of common
stock of the Company which have a fair market value on the date of surrender
equal to the aggregate exercise price of the shares as to which said Option
shall be exercised, or any combination of such methods of payment, or such
other consideration and method of payment for issuance of shares to the extent
permitted under applicable provisions of the Colorado Corporation Code and the
Company's Articles of Incorporation and Bylaws.
E. Vesting.
-------
Any Options granted pursuant to this Plan may be made subject to
vesting by the Committee in its discretion.
VIII. SHAREHOLDER APPROVAL.
--------------------
This Plan shall not be valid unless it shall be approved by the
shareholders of the Company at a regular or special meeting of shareholders
which shall be held within the period of twelve (12) months following the
effective date of this Plan set forth above.
IX. METHOD OF DETERMINATION OF FAIR MARKET VALUE.
--------------------------------------------
A. If the Shares are listed on a national securities exchange in the
United States on any date on which the fair market value per Share is to be
determined, the fair market value per Share shall be deemed to be the average
of the high and low quotations at which such Shares are sold on such national
securities exchange on such date. If the Shares are listed on a national
securities exchange in the United States on such date but the Shares are not
traded on such date, or such national securities exchange is not open for
business on such date, the fair market value per Share shall be determined as
of the closest preceding date on which such exchange shall have been open for
business and the Shares were traded. If the Shares are listed on more than one
national securities exchange in the United States on the date any such Option
is granted, the Committee shall determine which national securities exchange
shall be used for the purpose of determining the fair market value per Share.
B. If a public market exists for the Shares on any date on which
the fair market value per Share is to be determined but the Shares are not
listed on a national securities exchange in the United States, the fair market
value per Share shall be deemed to be the mean between the closing bid and
asked quotations in the over-the-counter market for the Shares on such date.
If there are no bid and asked quotations for the Shares on such date, the fair
market value per Share shall be deemed to be the mean between the closing bid
and asked quotations in the over-the-counter market for the Shares on the
closest date preceding such date for which such quotations are available.
C. If no public market exists for the Shares on any date on which
the fair market value per Share is to be determined, the Committee shall, in
its sole discretion and best judgment, determine the fair market value of a
Share.
For purposes of this Plan, the determination by the Committee of the fair
market value of a Share shall be conclusive.
<PAGE>
<PAGE>
X. TERMINATION OF DIRECTORSHIP OR EMPLOYMENT.
-----------------------------------------
A. Upon termination of the directorship or employment of any
Participant with the Company and all subsidiary corporations and parent
corporations of the Company, any Option previously granted to the Participant,
unless otherwise specified by the Committee in the Option, shall, to the extent
not theretofore exercised, terminate and become null and void, provided that:
1. if the Participant shall die while serving as a director or
while in the employ of such corporation or during either the three (3) month or
one (1) year period, whichever is applicable, specified in clause A.2 below and
at a time when such Participant was entitled to exercise an Option as herein
provided, the legal representative of such Participant, or such person who
acquired such Option by bequest or inheritance or by reason of the death of the
Participant, may, not later than one (1) year from the date of death, exercise
such Option, to the extent not theretofore exercised, in respect of any or all
of such number of Shares as specified by the Committee in such Option; and
2. If the directorship or employment of any Participant to
whom such Option shall have been granted shall terminate by reason of the
Participant's retirement (at such age or upon such conditions as shall be
specified by the Committee), disability (as described in Section 22(e)(3) of
the Code) or dismissal by the employer other than for cause (as defined below),
and while such Participant is entitled to exercise such Option as herein
provided, such Participant shall have the right to exercise such Option, to the
extent not theretofore exercised, in respect of any or all of such number of
Shares as specified by the Committee in such Option, at any time up to and
including (i) three (3) months after the date of such termination of
directorship or employment in the case of termination by reason of retirement
or dismissal other than for cause, and (ii) one (1) year after the date of
termination of directorship or employment in the case of termination by reason
of disability.
In no event, however, shall any person be entitled to exercise
any Option after the expiration of the period of exercisability of such Option
as specified therein.
B. If a Participant voluntarily terminates his directorship or
employment, or is discharged for cause, any Option granted hereunder shall,
unless otherwise specified by the Committee in the Option, forthwith terminate
with respect to any unexercised portion thereof.
C. If an Option shall be exercised by the legal representative of a
deceased Participant, or by a person who acquired an Option or by bequest or
inheritance or by reason of the death of any Participant, written notice of
such exercise shall be accompanied by a certified copy of letter testamentary
or equivalent proof of the right of such legal representative or other person
to exercise such Option.
D. For the purposes of the Plan, the term "for cause" shall mean:
1. with respect to an employee who is a party to a written
agreement with, or, alternatively, participates in a compensation or benefit
plan of the Company or a subsidiary corporation or parent corporation of the
Company, which agreement or plan contains a definition of "for cause" or
"cause" (or words of like import) for purposes of termination of employment
thereunder by the Company or such subsidiary corporation or parent corporation
of the Company, "for cause" or "cause" as defined in the most recent of such
agreements or plans; or
<PAGE>
<PAGE>
2. in all other cases, as determined by the Board of
Directors, in its sole discretion, (i) the willful commission by an employee of
a criminal or other act that causes or probably will cause substantial economic
damage to the Company or a subsidiary corporation or parent corporation of the
Company or substantial injury to the business reputation of the Company or a
subsidiary corporation or parent corporation of the Company; (ii) the
commission by an employee of an act of fraud in the performance of such
employee's duties on behalf of the Company or a subsidiary corporation or
parent corporation of the Company; (iii) the continuing willful failure of an
employee to perform the duties of such employee to the Company or a subsidiary
corporation or parent corporation of the Company (other than such failure
resulting from the employee's incapacity due to physical or mental illness)
after written notice thereof (specifying the particulars thereof in reasonable
detail) and a reasonable opportunity to be heard and cure such failure are
given to the employee by the Board of Directors; or (iv) the order of a court
of competent jurisdiction requiring the termination of the employee's
employment. For purposes of the Plan, no act, or failure to act, on the
employee's part shall be considered "willful" unless done or omitted to be done
by the employee not in good faith and without reasonable belief that the
employee's action or omission was in the best interest of the Company or a
subsidiary corporation or parent corporation of the Company.
E. For the purposes of the Plan, an employment relationship shall
be deemed to exist between an individual and a corporation if, at the time of
the determination, the individual was an "employee" of such corporation for
purposes of Section 422(a) of the Code. If an individual is on maternity,
military, or sick leave or other bona fide leave of absence, such individual
shall be considered an "employee" for purposes of the exercise of an Option and
shall be entitled to exercise such Option during such leave if the period of
such leave does not exceed ninety (90) days, or if longer, so long as the
individual's right to reemployment with his employer is guaranteed either by
statute or by contract. If the period of leave exceeds ninety (90) days, the
employment relationship shall be deemed to have terminated on the ninety-first
(91) day of such leave, unless the individual's right to reemployment is
guaranteed by statute or contract.
F. A termination of employment shall not be deemed to occur by
reason of (i) the transfer of a Participant from employment by the Company to
employment by a subsidiary corporation or a parent corporation of the Company,
or (ii) the transfer of a Participant from employment by a subsidiary
corporation or a parent corporation of the Company to employment by the Company
or by another subsidiary corporation or parent corporation of the Company.
XI. RIGHT TO TERMINATE EMPLOYMENT.
-----------------------------
The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the employment
of any Participant; and it shall not impose any obligation on the part of any
Participant to remain in the employ of the Company or of any subsidiary
corporation or parent corporation thereof.
XII. PURCHASE FOR INVESTMENT.
-----------------------
Except as hereafter provided, a Participant shall, upon any exercise of an
Option or Right, execute and deliver to the Company a written statement, in
form satisfactory to the Company, in which such Participant represents and
warrants that such Participant is purchasing or acquiring the Shares acquired
thereunder for such Participant's own account, for investment only and not with
a view to the resale or distribution thereof, and agrees that any subsequent
<PAGE>
<PAGE>
offer for sale or sale or distribution of any of such Shares shall be made only
pursuant to either (a) a Registration Statement on an appropriate form under
the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with regard to the
Shares being offered or sold; or (b) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption the holder
shall, if so requested by the Company, prior to any offer for sale or sale of
such Shares, obtain a prior favorable written opinion, in form and substance
satisfactory to the Company, from counsel for or approved by the Company, as to
the applicability of such exemption thereto. The foregoing restriction shall
not apply to (i) issuances by the Company so long as the Shares being issued
are registered under the Securities Act and a prospectus in respect thereof is
current, or (ii) reofferings of Shares by affiliates of the Company (as defined
in Rule 405 or any successor rule or regulation promulgated under the
Securities Act) if the Shares being reoffered are registered under the
Securities Act and a prospectus in respect thereof is current.
XIII. EXCHANGE, S.E.C. OR OTHER GOVERNMENTAL REQUIREMENTS.
---------------------------------------------------
If any law or regulation of the Securities and Exchange Commission, any
stock exchange, NASDAQ, or any governmental body having jurisdiction shall
require any action to be take in connection with the issuance of shares
pursuant to an Option under this Plan before shares can be delivered to an
Optionee, then the date for issuance of these shares shall be postponed until
such action can be taken.
XIV. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
----------------------------------------------------
Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock covered by each outstanding Option, and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the Company,
the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the
right to exercise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable. In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
<PAGE>
<PAGE>
unless such successor corporation does not agree to assume the Option or to
substitute an equivalent option, in which case the Board shall, in lieu of such
assumption or substitution provide for the Optionee to have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to
which the Option would not otherwise be exercisable. If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the Option will terminate upon the expiration of such period.
If, as a result of accelerating the time period during which all Options
are exercisable in full in the event of a merger or asset transaction, any
Optionee would incur liability under Section 16(b) of the Securities Exchange
Act of 1934 as a result of the exercise of an accelerated Option, such Optionee
may request the Company to, and the Company shall be obligated to repurchase
such Option for cash equal to the excess of the fair market value on the
advanced termination date of the shares subject to the Option over the Option
exercise price.
XV. ORDER OF EXERCISE OF OPTIONS.
----------------------------
No Option issued pursuant to this Plan shall be exercisable so long as
there is any outstanding Option issued at an earlier date with respect to such
Employee; Options must be exercised in the order in which they are granted.
Notwithstanding anything in this Plan to the contrary in connection with any
corporate transaction to which Section 425(a) of the Code is applicable, there
may be a substitution of a new Option for an old Option granted under this
Plan, or an assumption of an old Option granted under this Plan. Any Optionee
who has a new Option submitted for an old Option granted under this Plan shall,
in connection with the corporate transaction, lose his rights under the old
Option. Nothing in the terms of the assumed or substituted Option shall confer
upon the Optionee more favorable benefits than he had under the old Option.
XVI. CHANGE IN CONTROL.
-----------------
A. For purposes of the Plan, a "change in control" of the Company
occurs if (i) any "person" (defined as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act, as amended) is or becomes the beneficial owner,
directly or indirectly) of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company's outstanding
securities than entitled to vote for the election of directors; or (ii) during
any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board of Directors cease for any reason to
constitute at least a majority thereof; or (iii) the Board of Directors shall
approve the sale of all or substantially all of the assets of the Company or
any merger, consolidation, issuance of securities or purchase of assets, the
result of which would be the occurrence of any event described in clause (i) or
(ii) above.
B. In the event of a change in control of the Company (defined
above), the Committee, in its discretion, may determine that, upon the
occurrence of a transaction described in the preceding paragraph, each Option
outstanding hereunder shall terminate within a specified number of days after
notice to the holder, and such holder shall receive, with respect to each Share
subject to such Option, an amount of cash equal to the excess of the fair
market value of such Share immediately prior to the occurrence of such
transaction over the exercise price per Share of such Option. The provisions
contained in the preceding sentence shall be inapplicable to an Option granted
within six (6) months before the occurrence of a transaction described above if
<PAGE>
<PAGE>
the holder of such Option is a director or officer of the Company or a
beneficial owner of the Company who is described in Section 16(a) of the
Exchange Act, unless such holder dies or becomes disabled (within the meaning
of Section 22(e)(3) of the Code) prior to the expiration of such six-month
period.)
C. Alternatively, the Committee may determine, in its discretion,
that all then outstanding Options shall immediately become exercisable upon a
change of control of the Company.
XVII. WITHHOLDING TAXES.
-----------------
The Company may require an employee exercising a Non-Qualified Option
granted hereunder, or disposing of Shares acquired pursuant to the exercise of
an Incentive Option in a disqualifying disposition (within the meaning of
Section 421(b) of the Code), to reimburse the corporation that employs such
employee for any taxes required by any government to be withheld or otherwise
deducted and paid by such corporation in respect of the issuance or disposition
of such Shares. In lieu thereof, the employer corporation shall have the right
to withhold the amount of such taxes from any other sums due or to become due
from such corporation to the employee upon such terms and conditions as the
Committee shall prescribe. The employer corporation may, in its discretion,
hold the stock certificate to which such employee is entitled upon the exercise
of an Option as security for the payment of such withholding tax liability,
until cash sufficient to pay that liability has been accumulated.
XVIII. AMENDMENT OF THE PLAN.
---------------------
The Board of Directors or the Committee may, from time to time, amend the
Plan, provided that, notwithstanding anything to the contrary herein, no
amendment shall be made, without the approval of the shareholders of the
Company, that will (i) increase the total number of Shares reserved for Options
under the Plan (other than an increase resulting from an adjustment provided
for in Article X, Termination of Directorship or Employment), (ii) reduce the
exercise price of any Incentive Option granted hereunder below the price
required by Article IX, Method of Determination of Fair Market Value; (iii)
modify the provisions of the Plan relating to eligibility, or (iv) materially
increase the benefits accruing to participants under the Plan. The Board of
Directors or the Committee shall be authorized to amend the Plan and the
Options granted thereunder to permit the Incentive Options granted thereunder
<PAGE>
<PAGE>
to qualify as "incentive stock options" within the meaning of Section 422 of
the Code. The rights and obligations under any Option granted before amendment
of the Plan or any unexercised portion of such Option shall not be adversely
affected by amendment of the Plan or the Option without the consent of the
holder of the Option.
XIX. TERMINATION OR SUSPENSION OF THE PLAN.
-------------------------------------
The Board of Directors or the Committee may at any time and for any or no
reason suspend or terminate the Plan. The Plan, unless sooner terminated under
Article V, Effective Date and Term of the Plan, or by action of the Board of
Directors, shall terminate at the close of business on the Termination Date.
An Option may not be granted while the Plan is suspended or after it is
terminated. Options granted while the Plan is in effect shall not be altered
or impaired by suspension or termination of the Plan, except upon the consent
of the person to whom the Option was granted. The power of the Committee under
Article II to construe and administer any Options granted prior to the
termination or suspension of the Plan shall continue after such termination or
during such suspension.
XX. GOVERNING LAW.
-------------
The Plan, such Options as may be granted thereunder, and all related
matters shall be governed by, and construed and enforced in accordance with,
the laws of the State of Colorado from time to time obtaining.
XXI. PARTIAL INVALIDITY.
------------------
The invalidity or illegality of any provision herein shall not be deemed
to affect the validity of any other provision.
XXII. The foregoing Stock Incentive Plan of Cell Robotics
International, Inc. was approved by a majority of the Board of Directors of the
Company at a special meeting of the Board of Directors on August 26, 1992.
CELL ROBOTICS INTERNATIONAL, INC.
By:
-----------------------------
Corporate Officer
The foregoing Stock Incentive Plan of Cell Robotics International, Inc.
was approved by a majority of the shareholders of the Company at the Annual
Meeting of Shareholders on December 11, 1992.
By: ----------------------------
Corporate Officer
<PAGE>
EXHIBIT 5.0
June 14, 1996
Cell Robotics International, Inc.
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
Re: S.E.C. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Cell Robotics International, Inc. (the
"Company") in connection with a 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 1,000,000 shares of the Company's $.004 par value Common Stock
(the "Common Stock") which may be issued from time to time by the Company
pursuant to the Cell Robotics International, Inc. Incentive Stock Option Plan
(the "Plan").
In connection with such representation of the Company, we have examined
and relied upon the original, or copies certified to our satisfaction, of (i)
the Amended and Restated Articles of Incorporation and the Amended and Restated
By-Laws of the Company; (ii) certain minutes and records of the corporate
proceedings of the Company; (iii) the Registration Statement and exhibits
thereto; (iv) the Plan; and such other documents and instruments as we have
deemed necessary for the expression of the opinions contained herein.
In making the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to various questions of fact
material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company, and upon other documents, records and instruments of the Company.
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 is authorized to issue up to 12,500,000 shares of $.004
par value Common Stock and up to 2,500,000 shares of $.04 par value Preferred
Stock.
3. The 1,000,000 shares of Common which may be issued from time to time
by the Company in accordance with appropriate actions taken by the Board of
Directors, have been duly authorized, and when so issued and sold at prices
equal to or in excess of the par value per share of the Common Stock and in
accordance with the provisions of the Plan, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Sincerely,
Nathan L. Stone
NLS:at
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
Cell Robotics International, Inc.:
We consent to the use of our reports incorporated herein by reference. 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.
/s/ KPMG Peat Marwick, LLP
Albuquerque, New Mexico
June 7, 1996
