AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1997
REGISTRATION NO. 333-___________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CRYO-CELL INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3023093
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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DANIEL RICHARD, CHIEF EXECUTIVE OFFICER
604 PACKARD COURT
SAFETY HARBOR, FL 34695
(813) 938-3114
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(Address of Registrant's principal executive offices, including zip code)
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ADVISOR COMPENSATION PLAN
(Full title of the Plan)
MARK RICHARD, ESQUIRE
304 PALERMO AVENUE
CORAL GABLES, FL 33134
(305) 443-5125
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(Name, Address and telephone number of agent for service)
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock,
$0.01 Par 25,000(1) $4.8750(2) $121,875 $36.93
Value(1)
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(1) Includes 25,000 shares of common stock, issuable for counseling and
advisory services to Mark Richard.
(2) The registration fee is based upon the exercise price of the options
at $4.8750 per share calculated pursuant to Rule 457.
<PAGE>
<TABLE>
<CAPTION>
CRYO-CELL INTERNATIONAL, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
FORM S-8 ITEM NUMBER
AND CAPTION CAPTION IN PROSPECTUS
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<S> <C> <C>
1. Forepart of Registration Statement and Outside Front Cover Page of Facing Page of Registration Statement and Cover
Prospectus Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Cover Page of Prospectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges Not Applicable
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales by Selling
Security Holder
9. Description of Securities to be Registered Description of Securities
10. Interests of Named Experts and Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Position on Indemnification for Securities Act Incorporation of Certain Documents by Reference
Liabilities
13. Disclosure of Commission Position on Indemnification for Securities Act Indemnification of Directors and Officers;
Liabilities Undertakings
DATED: JUNE 16, 1997
</TABLE>
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in the
registration statement:
The Company's Annual Report on Form 10-KSB filed for the year ended
November 30, 1996 and the Company's Quarterly Reports on Forms 10-QSB for the
quarter ended February 28, 1997, and description of the Company's Common Stock
contained in the Company's Form 8-A dated February 4, 1994.
All other documents filed in the future by Registrant after the date of
this Registration Statement, under Section 13(a), 13(c ), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain 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.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 (g) of
the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Bylaws and the Delaware General Corporation Law provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that a director
of the Company shall not be personally liable for monetary damages to the
company or its shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
the unlawful payments of dividends or stock redemption by the Company or (iv)
for any transaction from which the director derives an improper personal
benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inasmuch as the consultant who received the Options of the Registrant was
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.
<PAGE>
Item 8. EXHIBITS
4 Retainer Agreement with Mark Richard.
5 Opinion of Mark Richard, consent included, relating to the issuance of
the shares of securities pursuant to the Retainer Agreement.
23.1 Consent of Mirsky, Furst & Associates, P.A.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement, including (but not limited to) any
addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities offered 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification 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 in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel that 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>
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 Safety Harbor, State of Florida, on June 16, 1997.
CRYO-CELL INTERNATIONAL, INC.
By: /s/ DANIEL D. RICHARD
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Daniel Richard, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on and on the date indicated.
/s/ DANIEL D. RICHARD
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Daniel Richard, Chief Executive Officer
/s/ BRIAN K. BURKE
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Brian K. Burke, Chief Financial Officer
/s/ LEONARD GREEN
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Leonard Green, Director
/s/ WILLIAM C. HARDY
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William C. Hardy, Director
/s/ FRANK HENDRICKS
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Frank Hendricks, Director
/s/ ED MODZELEWSKI
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Ed Modzelewski, Director
/s/ FREDERICK C.S. WILHELM
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Frederick C.S. Wilhelm, Director
EXHIBIT 4
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement"), made and entered into effective as of this
1st day of February, 1997, is by and between Mark Richard, Esq. (hereinafter
referred to as "MR. RICHARD") and CRYO-CELL INTERNATIONAL, INC. (hereinafter
referred to as "CCEL").
RECITALS:
WHEREAS, CCEL is a corporation duly organized under the laws of the State
of Delaware and is presently in existence and in good standing; and
WHEREAS, MR. RICHARD is willing to be retained by CCEL, and CCEL is willing
to retain MR. RICHARD, on the terms, covenants, and conditions hereinafter set
forth; and
NOW, THEREFORE in consideration of the mutual covenants contained herein
and other good and valuable consideration the parties hereby agree as follows:
SECTION I
NATURE OF SERVICES
CCEL does hereby retain MR. RICHARD as counsel to assist, monitor and
appear in CCEL's lawsuit against the University of Arizona and other defendants
in the Superior Court of the State of California for the County of San
Francisco, Case No. 979624 (hereinafter referred to as the "litigation"). MR.
RICHARD does hereby accept and agree to such engagement.
SECTION II
COMPENSATION
CCEL shall grant to MR. RICHARD and MR. RICHARD agrees to accept from CCEL,
as full compensation for MR. RICHARD's services under this Agreement, a stock
option for the purchase of twenty-five thousand (25,000) shares of CCEL common
stock. The price to exercise
<PAGE>
this option shall be 4 7/8. This stock option shall expire five (5) years from
the date of this Agreement. Further, MR. RICHARD shall be reimbursed by CCEL for
all reasonable out of pocket expenses incurred by MR. RICHARD in connection with
the performance of his services under this Agreement.
SECTION III
REGISTRATION RIGHTS
The stock option granted to MR. RICHARD pursuant to this Agreement shall be
included in a Form S-8 Registration Statement filed by CCEL immediately after
issuance of the option under the Securities Act of 1933, as amended (the "Act"),
and MR. RICHARD shall be entitled to sell the shares issuable upon the exercise
of said option pursuant to such Registration Statement.
SECTION IV
REGISTRATION PROCEDURES
CCEL shall cause the shares issuable upon excercise of the option to be
registered under the Act pursuant to the Registration Statement referred to
above. CCEL shall use its best efforts to cause the Registration Statement to be
declared effective by the Securitites and Exchange Commission as soon as
possible. CCEL shall take all other action necessary under any federal of state
law or regulation to permit the shares to be sold or otherwise disposed of.
<PAGE>
SECTION V
WAIVER OR MODIFICATION INEFFECTIVE
UNLESS IN WRITING
It is further agreed that no waiver or modification of this agreement or of
any covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged with it and that no
evidence of any waiver or modification shall be offered or received in evidence
in any proceeding, between the parties hereto arising out of or affecting this
agreement, or the rights or obligations of any party hereunder, unless such
waiver or modification is in writing, duly executed as aforesaid, and the
parties further agree that the provisions of this paragraph may not be waived
except as herein set forth.
SECTION VI
STATE OF FLORIDA
The parties hereto agree that it is their intention and covenant that this
agreement, performance and proceedings hereunder be construed in accordance with
and under the laws of the State of Florida.
SECTION VII
SEVERABILITY
If any part, portion or term of this agreement is declared invalid or
unenforceable, all remaining parts, portions or terms shall remain in effect and
binding upon the parties.
SECTION VII
ENTIRE AGREEMENT
<PAGE>
This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and all prior and contemporaneous
agreements, representations, negotiations and understandings of the parties oral
or written pertaining to the subject matter hereof are hereby superseded and
merged herein.
SECTION XI
ARBITRATION
Any and all disputes, breaches, or controversies of any nature arising
under this agreement shall be resolved through final and binding arbitration
before the American Arbitration Association in Dade County, Florida.
IN WITNESS WHEREOF, this agreement has been executed by the parties on the
day and year first above written.
Cryo-Cell International, Inc. Mark Richard
By: /s/WILLIAM C. HARDY /s/ MARK RICHARD
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William C. Hardy, President Mark Richard
EXHIBIT 5
March 5, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CRYO-CELL INTERNATIONAL, INC.
Ladies and Gentlemen:
This office represents CRYO-CELL INTERNATIONAL, INC., a Delaware
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the registration of a total of 25,000 shares of
the Registrant's Common Stock issuable upon exercise of options issued to Mark
Richard for performance of certain legal representation, advisory and counseling
services (the "Registered Securities"). In connection with our representation,
we have examined such documents and undertaken such further inquiry as we
consider necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Richard Legal Plan, P.A.
By: /s/ MARK RICHARD
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EXHIBIT 23.1
MIRSKY, FURST & ASSOCIATES, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
201 MAIN STREET
FORT LEE, NEW JERSEY 07024
ROBERT MIRSKY, CPA (201) 947-2186
MARVIN FURST, CPA (212) 889-3410
ALAN P. KURINOVICH, CPA FAX (201) 947-6629
TO: Board of Directors
CRYO-CELL International, Inc.
604 Packard Court
Safety Harbor, Florida 34695
RE: Consent to Use Opinion
We hereby consent to the use of our opinion (dated February 3, 1996 from the
Form 10-KSB for the fiscal year end November 30, 1996) as herein described.
This consent is in connection with the registration under the Securities Act of
1993; as amended, of 25,000 shares of your Common Stock issued pursuant to
options which have been granted under Agreements for Counseling and Advisory
Services.
MIRSKY, FURST & ASSOCIATES, P.A.
Fort Lee, New Jersey
April 22, 1997
