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As filed with the Securities and Exchange Commission on September 25, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
PROCYTE CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
Washington 91-1307460
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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8511 - 154/th/ Avenue N.E., Building A
Redmond, Washington 98052
(Address of principal executive offices, including zip code)
PROCYTE CORPORATION
1996 STOCK OPTION PLAN
PROCYTE CORPORATION
1998 NONEMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plans)
John F. Clifford
Chief Executive Officer
ProCyte Corporation
8511 - 154/th/ Avenue N.E., Building A
Redmond, Washington 98052
(425) 820-4548
(Name, address and telephone number, including area code, of agent for service)
______________________
Copies to:
James R. Lisbakken
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
______________________
CALCULATION OF REGISTRATION FEE
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Amount to Proposed Proposed
Be Maximum Maximum Amount of
Title of Securities Registered Offering Price Aggregate Registration
to Be Registered (1) Per Share (2) Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share
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1996 Stock Option Plan 450,000 $1.00005 $450,023 $118.81
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1998 Nonemployee Director Stock Plan 200,000 $1.00005 $200,010 $ 52.80
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TOTAL 650,000 $1.00005 $650,033 $171.61
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the plans as the result of any future stock split, stock dividend or
similar adjustment to the Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on the average of the high ($1.0313) and low ($0.9688) sales prices for the
Common Stock on September 21, 2000 as reported for such date on the Nasdaq
National Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's annual report on Form 10-K for the year
ended December 31, 1999, filed on March 30, 2000, which contains audited
financial statements for the most recent fiscal year for which such statements
have been filed;
(b) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on December 7, 1993, under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendments or reports filed for the purpose of updating
such description; and
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report on Form 10-K referred to above.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the Registrant's Amended and Restated Bylaws
provides for indemnification of the Registrant's directors, officers, employees
and agents to the maximum extent permitted by Washington law. Certain of the
directors of the Registrant, who are affiliated with principal shareholders of
the Registrant, also may be indemnified by such shareholders against liability
they may incur in their capacity as a director of the Registrant, including
pursuant to a liability insurance policy for such purpose.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transactions from which the
director personally receives a benefit in money, property or services to which
the director is not entitled. Article X of the Registrant's Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
Officers and directors of the Registrant are covered by insurance
(with certain exceptions and certain limitations) that indemnifies them against
losses and liabilities arising from certain alleged "wrongful acts," including
alleged errors or misstatements, or certain other alleged wrongful acts or
omissions constituting neglect or breach of duty.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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Item 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of Deloitte & Touche LLP (Independent Accountants)
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see signature page)
99.1 ProCyte Corporation 1996 Stock Option Plan
99.2 ProCyte Corporation 1998 Nonemployee Director Stock Plan
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Redmond, State of Washington, on the 22nd day of
September, 2000.
PROCYTE CORPORATION
/s/ John F. Clifford
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By: John F. Clifford
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes John F. Clifford and
Mark Landis, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 22nd day of September, 2000.
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Signature Title
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<S> <C>
/s/ John F. Clifford Chairman of the Board of Directors and Chief Executive Officer
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John F. Clifford (Principal Executive Officer)
/s/ Mark Landis Controller (Principal Financial and Accounting Officer)
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Mark Landis
/s/ John Hammer Director
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John Hammer
/s/ Matt Leavitt Director
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Matt Leavitt
/s/ Glenn Oclassen Director
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Glenn Oclassen
/s/ Robert E. Patterson Director
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Robert E. Patterson
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of Deloitte & Touche LLP (Independent Accountants)
23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit
5.1)
24.1 Power of Attorney (see signature page)
99.1 ProCyte Corporation 1996 Stock Option Plan
99.2 ProCyte Corporation 1998 Nonemployee Director Stock Plan
