As filed with the Securities and Exchange Commission on March 17, 1997
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE FEMALE HEALTH COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1144397
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
919 North Michigan Avenue
Suite 2208
Chicago, Illinois 60611
(Address of Principal Executive Offices) (ZIP CODE)
_________________________
THE FEMALE HEALTH COMPANY
1997 STOCK OPTION PLAN
(Full title of the plan)
_________________________
Copy to:
O.B. PARRISH JAMES M. BEDORE, ESQ.
Chairman Reinhart, Boerner, Van Deuren,
Chief Executive Officer Norris & Rieselbach, s.c.
THE FEMALE HEALTH COMPANY 1000 North Water Street
919 North Michigan Avenue Milwaukee, Wisconsin 53202
Suite 2208
Chicago, Illinois 60611
(Name and address of agent for service)
312-280-2281
(Telephone number, including area code, of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share Price (1) Fee
- -------------------------------------------------------------------------
Common Stock,
$.01 par value 600,000 shares $2.75(1) $1,650,000 $500
(1) The registration fee is calculated in accordance with Rule 457(h), based
upon the average of the high and low sale prices of a share of the Registrant's
Common Stock, $.01 par value, as reported on the American Stock Exchange on
March 13, 1997.<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933 (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Female Health Company, a Wisconsin
corporation (the "Registrant") (Commission File No. 0-18849), with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 or
15 of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:
(a) The Company's annual report on Form 10-K for the fiscal year ended
September 30, 1996.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated September 28, 1990, and
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable. See Item 3 above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's directors and officers are entitled to certain statutory
rights to be indemnified by the Registrant against certain liabilities and
expenses, provided the director or officer is either successful in the defense
of such litigation or is otherwise determined not to have engaged in willful
misconduct, knowingly violated a criminal law, failed to deal fairly with the<PAGE>
Registrant or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest or derived an improper
personal benefit in the performance of his duties to the Registrant.
Article VIII of the Registrant's By-Laws contains provisions entitling
directors and officers of the Registrant to indemnification against certain
liabilities and expenses. Registrant's By-Laws are incorporated by reference
in Exhibit 3.2.
Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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.<PAGE>
(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 Section 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 Act 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) Reference is made to the indemnification provisions referred to
in Item 6 of this Registration Statement.
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Chicago, State of Illinois, on March 17, 1997.
THE FEMALE HEALTH COMPANY
(Registrant)
By: /s/ O.B. Parrish
---------------------------------
O.B. Parrish
Chairman and Chief Executive Officer<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints O.B. Parrish and William R. Gargiulo,
Jr., and each of them, as true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution 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 onto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
/s/ O.B. Parrish Chairman of the Board, Chief 3/17/97
- -------------------------- Executive Officer and Director
O.B. Parrish
/s/ Mary Ann Leeper, Ph.D. President and Chief Operating 3/17/97
- -------------------------- Officer and Director
Mary Ann Leeper, Ph.D.
/s/ William R. Gargiulo, Jr.Vice President, Secretary 3/17/97
- ----------------------------and Director
William R. Gargiulo, Jr.
/s/ Mark Osborn Vice President and Chief 3/17/97
- -------------------------- Financial Officer
Mark Osborn
/s/ David R. Bethune
- -------------------------- Director 3/17/97
David R. Bethune
/s/ Stephen M. Dearholt
- --------------------------
Stephen M. Dearholt Director 3/17/97 <PAGE>
THE FEMALE HEALTH COMPANY
(the "Registrant")
(Commission File No. 0-18849)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit Incorporated HereinFiled
Number Description by Reference to Herewith
3.1 Amended and Restated Articles of
Incorporation of the Registrant 1
3.2 Amended and Restated By-Laws of
the Registrant 2
4.1 Amended and Restated Articles of
Incorporation of the Registrant 1
4.2 Amended and Restated By-Laws of
the Registrant 2
5 Opinion of Counsel X
23.1 Consent of McGladrey & Pullen, LLP,
Independent Auditors X
23.2 Consent of Counsel Contained in
Opinion filed as
Exhibit 5
24 Powers of Attorney Signatures Page to
Registration Statement
______________________________________
1 Incorporated herein by reference to the Company's Registration Statement
on Form S-18, Registration No. 33-35096, as filed with the Securities and
Exchange Commission on May 25, 1990.
2 Incorporated herein by reference to the Company's 1995 Form 10-K.<PAGE>
Exhibit 5<PAGE>
March 17, 1997
The Female Health Company
919 North Michigan Avenue
Suite 2208
Chicago, IL 60611
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of The Female Health Company, a Wisconsin corporation (the
"Company"), on Form S-8 (the "Registration Statement"), filed under the
Securities Act of 1933, as amended (the "Act"), with respect to the proposed
issuance by the Company of up to 600,000 shares of Company common stock, $.01
par value per share (the "Shares"), pursuant to the provisions of The Female
Health Company 1997 Stock Option Plan (the "Plan").
We have examined (i) the Registration Statement, (ii) the Company's
Amended and Restated Articles of Incorporation and By-Laws, (iii) the Plan,
(iv) the corporate proceedings relating to the adoption of the Plan, the
issuance of the Shares and the organization of the Company, and (v) such other
documents and records as we have deemed necessary in order to render this
opinion. In rendering this opinion, we have relied as to certain factual
matters on certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation existing under the laws of the State of
Wisconsin and, based solely on a certificate of the Department of Financial
Institutions of State of Wisconsin; (a) has filed with the Department of
Financial Institutions during its most recently completed report year the
required annual report; (b) is not the subject of a proceeding under Wisconsin
Statutes section 180.1421 to cause its administrative dissolution; (c) no
determination has been made by the Department of Financial Institutions that
grounds exist for such action; (d) no filing has been made with the Department
of Financial Institutions of a decree of dissolution with respect to the
Company; and (e) Articles of Dissolution of the Company have not been filed
with the Department of Financial Institutions.
2. The Shares, when issued as and for the consideration contemplated by
the Registration Statement and the Plan, will be validly issued, fully paid and
nonassessable by the Company, except as provided in Wisconsin Statutes section
180.0622(2)(b) as interpreted.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts"
within the meaning of section 11 of the Act, or that we come within the
category of persons whose consent is required by section 7 of the Act.
Yours very truly,
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ James M. Bedore<PAGE>
--------------------------
James M. Bedore
MW2\4835DRK:PN<PAGE>
Exhibit 23.1<PAGE>
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (The Female Health Company 1997 Stock Option Plan for 600,000 shares)
of our report dated December 13, 1996, which contains an explanatory paragraph
relating to an uncertainty as to the Company's ability to continue as a going
concern, on the consolidated financial statements of The Female Health Company
and subsidiary as of and for the year ended September 30, 1996 which appears in
the September 30, 1996, annual report on Form 10-K of The Female Health
Company.
/s/ McGladrey & Pullen LLP
McGLADREY & PULLEN LLP
Schaumburg, Illinois
March 17, 1997<PAGE>
ELECTRONICALLY TRANSMITTED
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Dear Ladies and Gentlemen: Re: Form S-8 Registration Statement for
The Female Health Company
1997 Stock Option Plan
Pursuant to the regulations of the Securities and Exchange Commission,
submitted herewith for filing on behalf of The Female Health Company (the
"Company") is a Registration Statement on Form S-8 for The Female Health
Company 1997 Stock Plan. This filing is being effected by direct transmission
to the Commission's EDGAR System. The Company has wired the required filing
fee of $500 to the designated lock box at Melon Bank, Pittsburgh, Pennsylvania.
Please contact the undersigned directly at 414-298-8311 if you have any
questions or comments.
Yours very truly,
/S/ David R. Krosner
David R. Krosner
Encs.
MW2\4835DRK:PN<PAGE>
