AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1999
REGISTRATION NO. 333-
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.
(Exact name of registrant as specified in its charter)
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DELAWARE 22-302-3093
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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3165 McMullen Booth Road, Building #5
Clearwater, FL 33761
(727) 723-0333
(Address of Registrant's principal executive offices, including zip code)
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ADVISOR COMPENSATION PLAN
(Full title of the Plan)
Daniel Richard, Chief Executive Officer
3165 McMullen Booth Road, Building #5
Clearwater, FL 33761
(727) 723-0333
(Name, address and telephone number of agent for service)
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Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
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<S> <C> <C> <C> <C>
Common Stock, $0.01 Par Value(1) 70,000(1) $2.375(2) $166,250 $ 50.37
===================================================================================================================
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1 Includes 70,000 shares of common stock, issuable for counseling and
advisory services to McDermott, Will & Emery.
2 Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the
average of the high and low sales prices of a share of Common Stock of the
Company on the Nasdaq National Market System on March 29, 1999.
</TABLE>
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by CRYO-CELL International,
Inc., a Delaware corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
by reference.
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended November 30, 1998, filed with the Commission on March 16,
1999.
2. The description of the Company's Common Stock is contained in its
Registration Statement on Form 8A dated February 4, 1994, filed
pursuant to Section 12 of the Securities Exchange Act of 1934.
In addition, all reports and other documents that we subsequently file
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in, and to be
a part of, this registration statement from the date of filing of such documents
(such documents, and the documents enumerated above, being referred to in this
registration statement as "Incorporated Documents").
To the extent information contained in this registration statement or
any Incorporated Document differs from information contained in an earlier-filed
Incorporated Document, rely on the different information in this registration
statement or the later-filed Incorporated Document.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities covered by this Registration Statement is
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The securities covered by this Registration Statement are issuable to
attorneys at McDermott, Will & Emery for legal counseling and advisory services.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
Not applicable.
ITEM 8. EXHIBITS.
<PAGE>
The exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company 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 (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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
(a)(1)(i) and (a)(l)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Clearwater, State of Florida on March 23, 1999.
CRYO-CELL INTERNATIONAL, INC.
By:/s/ Daniel D. Richard
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Daniel D. Richard
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Daniel D. Richard and Jill M.
Taymans, and each of them, his true and lawful attorney-in-fact and agent, each
with full power of substitution and revocation, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:
NAME TITLE DATE
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/s/ Daniel D. Richard Chief Executive Officer and April 7, 1999
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Daniel D. Richard Chairman of the Board
(Principal Executive Officer)
/s/ Gerald F. Maass Vice President and General April 7, 1999
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Gerald F. Maass Manager, Director
/s/ Jill M. Taymans Chief Financial Officer April 7, 1999
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Jill M. Taymans
/s/ Ed Modzelewski Director April 7, 1999
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Ed Modzelewski
/s /Frederick C.S. Wilhelm Director April 7, 1999
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Frederick C.S. Wilhelm
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER ----------------------
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5.1 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23.1 Consent of McDermott, Will & Emery (included in its opinion
filed as Exhibit 5).
23.2 Consent of Mirsky, Furst & Associates, P.A..
24 Power of Attorney (included with the signature page to this
registration statement).
April 7, 1999
CRYO-CELL International, Inc.
3165 McMullen Booth Road
Building #5
Clearwater, Florida 33761
RE: 70,000 Shares of Common Stock ($0.01 par value)
for the Advisor Compensation Plan (the "Plan")
Gentlemen:
We have acted as counsel for CRYO-CELL International, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 70,000 shares of the Company's Common
Stock, $0.01 par value (the "Common Stock"), which may be purchased pursuant to
the Plan.
We have conferred with various officers of the Company and have
ascertained or verified, to our satisfaction, such facts as we deemed necessary
or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that all legal and
corporate proceedings necessary for the authorization, issuance and delivery of
the shares of Common Stock under the Plan have been duly taken, and the Common
Stock, upon acquisition pursuant to the terms of the Plan, will be duly
authorized, legally and validly issued, fully paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
CONSENT OF
MIRSKY, FURST & ASSOCIATES, P.A.
We hereby consent to the incorporation by reference in this Prospectus
constituting part of the Registration Statement of Form S-8 of our reports
appearing in the CRYO-CELL INTERNATIONAL, INC., a Delaware corporation, Form
10-KSB filed for the year ended November 30, 1998.
Dated: April 8, 1999 /s/ Mirsky, Furst & Associates, P.A.
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MIRSKY, FURST & ASSOCIATES, P.A.
