As filed with the Securities and Exchange Commission on November 1, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SENTIGEN HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3570672
(State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
580 MARSHALL STREET
PHILLIPSBURG, NEW JERSEY 08865
(Address of principal executive offices)
1990 STOCK OPTION PLAN
AND
2000 PERFORMANCE EQUITY PLAN
AND
OTHER EMPLOYEE BENEFIT PLANS
(Full title of the Plans)
JOSEPH K. PAGANO, President and Chairman of the Board
Sentigen Holding Corp.
580 Marshall Street
Phillipsburg, New Jersey 08865
(908) 387-1673
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
DAVID ALAN MILLER, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
(212) 818-8800
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
============================================= ================= ================ ================ ================
<S> <C> <C> <C> <C>
Common Stock issuable upon exercise of 25,000 shares $2.25 $510,455.10 $ 134.76
options granted and outstanding under the 108,000 shares $0.2777
Registrant's 1990 Stock Option Plan ("1990 30,230 shares $1.00
Plan")(2) 217,000 shares $1.625
22,850 shares $1.81
Common Stock issuable upon exercise of
options granted and outstanding under the 495,000 shares $5.00
Registrant's 2000 Performance Equity Plan 30,000 shares $6.00 $4,455,000.00 $1,176.12
("2000 Plan")(2) 200,000 shares $9.00
Common Stock issuable upon exercise of
options which may be granted under the 1,275,000 shares $6.28 $8,007,000.00 $2,113.85
Registrant's 2000 Plan(3)
Common Stock issuable upon exercise of
options and other stock-based awards granted 18,000 shares $2.00
and outstanding under other employee benefit 290,000 shares $0.75 $253,500.00 $ 66.92
plans ("Benefit Plans")(2)
TOTAL $13,255,955.10 $3,491.65
============================================= ================ ================= ================ ==============
</TABLE>
<PAGE>
__________________________________
(1) Pursuant to Rule 416, there are also being registered additional shares
of common stock as may become issuable pursuant to the anti-dilution
provisions of such plan.
(2) Represents the exercise prices payable for the shares issuable upon
exercise of outstanding options granted under the 1990 Plan and the
2000 Plan in accordance with Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act").
(3) Based on the last sale price of the Common Stock as reported by The
Nasdaq Stock Market on October 25, 2000 in accordance with Rules 457(c)
and 457(h) promulgated under the Securities Act.
---------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act, the Registration Statement will become effective upon filing
with the Securities and Exchange Commission ("Commission").
---------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Plan Annual Information *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, and the Note to Part I of the Instructions to Form
S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Commission are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1999 and amendment thereto on Form 10-K/A, filed with the
Commission pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, filed with the Commission pursuant to Section 13(a) of
the Exchange Act;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, filed with the Commission pursuant to Section 13(a) of
the Exchange Act;
(d) Proxy Statement, dated May 26, 2000, relating to the Annual
Meeting of Stockholders, filed with the Commission pursuant to
Section 14 of the Exchange Act;
(e) All other reports filed by the Registrant since December 31,
1999 with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act; and
(f) The description of the Common Stock contained in the
Registrant's Form 8-A Registration Statement filed with the
Commission pursuant to Section 12(g) of the Exchange Act,
including any subsequent amendment(s) or report(s) filed for
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 Exchange Act, 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 this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
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<PAGE>
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that such person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.
In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in and not opposed to the
best interests of the corporation, except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought determines upon
application that, despite the adjudicate of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
deems proper. Section 145 further provides: that a Delaware corporation is
required to indemnify a director, officer, employee, or agent against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with any action, suit, or proceeding or in defense of any claim,
issue, or matter therein as to which such person has been successful on the
merits or otherwise; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of such person's heirs, executors, and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer against any such liability asserted against such person in any such
capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify him against liability under
Section 145. A Delaware corporation may provide indemnification only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit, or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
The Registrant's By-Laws and Article Ninth of its Certificate of
Incorporation provides for indemnification of directors and officers of the
corporation to the fullest extent permitted by law, as now in effect or later
amended.
Article Tenth of the Registrant's Certificate of Incorporation
eliminates the personal liability of the directors of the Registrant for any
monetary damages for breaches of fiduciary duty as a director, provided that
such breach does not involve (i) a breach of the director's duty of loyalty to
the corporation, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) liability under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) a
transaction from which the director derived an improper benefit.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 1990 Stock Option Plan of the Registrant (Incorporated
by reference to Registrant's Annual Report on Form 10-K
for the years ended May 31, 1995, May 31, 1994, May 31,
1993, May 31, 1992 or May 31, 1991)
4.2 2000 Performance Equity Plan*
4.3 Stock Option Agreement for the purchase of 100,000
shares between the Registrant and Richard Axel*
4.4 Stock Option Agreement for the purchase of 40,000 shares
between the Registrant and Robert A. Reinhart*
5.1 Opinion of Graubard Mollen & Miller*
10.7.1 Schedule of Omitted Document in the Form of
Exhibit 4.3, including material detail in
which such document differs from Exhibit
4.3*
10.7.2 Schedule at Omitted Document in the Form of
Exhibit 4.4, including material detail in
which such document differs from Exhibit
4.4*
23.1 Consent of Raich Ende Malter & Co. LLP*
23.2 Consent of Graubard Mollen & Miller (included in
Exhibit 5.1)*
24.1 Power of Attorney (included on signature page)*
*Filed Herewith
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. Notwithstanding the foregoing, any
increase or decrease in 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 and 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
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the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act 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.
(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 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 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 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.
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<PAGE>
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 New York, State of New York, on this 1st day of
November, 2000.
SENTIGEN HOLDING CORP.
By:/s/ Joseph K. Pagano
--------------------
Joseph K. Pagano
Chairman of the Board
of Directors and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph K. Pagano and Robert A. Reinhart
his true and lawful attorneys-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, 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
dates indicated.
/s/ Joseph K. Pagano Director, President November 1, 2000
------------------------- (Principal Executive
Joseph K. Pagano Officer)
/s/ Robert A. Reinhart Chief Financial Officer, November 1, 2000
------------------------- Treasurer, Secretary and
Robert A. Reinhart Vice President(Principal
Financial Officer and
Principal Accounting Officer)
/s/ Frederick R. Adler Director November 1, 2000
-------------------------
Frederick R. Adler
/s/ Samuel Rozzi Director November 1, 2000
-------------------------
Samuel Rozzi
/s/ Richard Malavarca Director November 1, 2000
-------------------------
Richard Malavarca
/s/ Thomas Livelli Director November 1, 2000
-------------------------
Thomas Livelli
/s/ Brett Fialkoff Director November 1, 2000
-------------------------
Brett Fialkoff
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 1990 Stock Option Plan of the Registrant (Incorporated
by reference to Registrant's Annual Report on Form 10-K
for the years ended May 31, 1995, May 31, 1994, May 31,
1993, May 31, 1992 or May 31, 1991)
4.2 2000 Performance Equity Plan*
4.3 Stock Option Agreement for the purchase of 100,000
shares between the Registrant and Richard Axel*
4.4 Stock Option Agreement for the purchase of 40,000 shares
between the Registrant and Robert A. Reinhart*
5.1 Opinion of Graubard Mollen & Miller*
10.7.1 Schedule of Omitted Document in the Form of
Exhibit 4.3, including material detail in
which such document differs from Exhibit
4.3*
10.7.2 Schedule at Omitted Document in the Form of
Exhibit 4.4, including material detail in
which such document differs from Exhibit
4.4*
23.1 Consent of Raich Ende Malter & Co. LLP*
23.2 Consent of Graubard Mollen & Miller (included in
Exhibit 5.1)*
24.1 Power of Attorney (included on signature page)*
*Filed Herewith
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