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As filed with the Securities and Exchange Commission on April 24, 1997
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
_______________
AMERICAN BIOMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0136574
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10077 GROGANS MILL ROAD #100
THE WOODLANDS, TEXAS 77380
(281) 367-3895
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
AMERICAN BIOMED, INC.
1996 INCENTIVE STOCK PLAN
(Full Title of Plan)
STEVEN B. RASH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN BIOMED, INC.
10077 GROGANS MILL ROAD #100
THE WOODLANDS, TEXAS 77380
(281) 367-3895
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
DANIEL S. GREENSPAN
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3400
HOUSTON, TEXAS 77002
(713) 226-0600
_________________________________
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Title of Amount to Offering Maximum Aggregate Amount of
Securities to be Registered be registered(1) Price Per Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 1,500,000 $0.9375 $1,406,250 $427
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the
anti-dilution provisions of the American Biomed, Inc. 1996 Incentive
Stock Plan (the "Plan").
(2) Pursuant to Rule 457(h), the registration fee is calculated with
respect to the maximum number of the registrant's securities issuable
under the Plan.
(3) Pursuant to Rule 457(c), the registration fee for these shares is
calculated based on the average of the bid and asked price per share
of the Common Stock, as reported by the NASD's OTC Bulletin Board(R)
on April 22, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
American BioMed, Inc., a Delaware company, ("the Company") hereby
incorporates by reference into this registration statement (the "Registration
Statement") (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 as filed with the Securities and Exchange Commission
(the "Commission"); and (ii) the description of the Company's Common Stock
contained in the Company's Form 8-A, dated October 11, 1991, including any
amendments or reports filed for the purpose of updating such description. All
other reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996 are hereby incorporated herein by
reference.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement 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 date of filing of such
documents.
The Company will provide, without charge, to each participant in the
Company's 1996 Incentive Stock Plan (the "Plan"), on written or oral request of
such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3. All such requests should be directed to
American BioMed, Inc., 10077 Grogans Mill Road #100, The Woodlands, Texas
77380, Attention: Steven B. Rash, telephone number (281) 367-3895.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits 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,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he 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, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
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The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.
The Company's Certificate of Incorporation requires the Company to
indemnify its directors and officers to the fullest extent permitted by Section
145 of the DGCL. In addition, the Company maintains directors' and officers'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 The American BioMed, Inc. 1996 Incentive Stock Plan
(incorporated by reference to the Company's Proxy Statement
for the November 22, 1996 Annual Meeting)
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
ITEM 9. UNDERTAKINGS.
A. Undertaking to Update
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 this 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 a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price
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represent no more than a 20 percent change in 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 this
Registration Statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
this section 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 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. Undertaking With Respect to Documents Incorporated by Reference
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 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. Undertaking With Respect to Indemnification
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
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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.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURES
In accordance with 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 of filing on Form S-8 and has duly authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of The Woodlands, State of Texas on April 24, 1997.
AMERICAN BIOMED INC.
By: /s/ STEVEN B. RASH
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Steven B. Rash,
President and Chief Executive Officer
We, the undersigned directors and officers of American BioMed, Inc.,
constitute and appoint Steven B. Rash or Colene Stigler Blankinship, or either
of them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of
this Registration Statement, including specifically without limitation, power
and authority to sign for any of us, in our names in the capacities indicated
below, any and all amendments hereto; and we do each hereby ratify and confirm
all that the said attorneys and agents, or either of them, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated on April 24, 1997.
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SIGNATURE TITLE
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/s/ STEVEN B. RASH Director, President,
-------------------------------------------------------- and Chief Executive Officer
Steven B. Rash
/s/ CLAUDIO GUAZZONI Director
--------------------------------------------------------
Claudio Guazzoni
/s/ LAWRENCE M. HOFFMAN Director
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Lawrence M. Hoffman
/s/ RICHARD S. SERBIN Director
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Richard S. Serbin
/S/ COLENE STIGLER BLANKINSHIP Controller, Chief Accounting Officer,
-------------------------------------------------------- Secretary and Treasurer
Colene Stigler Blankinship
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 The American BioMed, Inc. 1996 Incentive Stock Plan (incorporated by
reference to the Company's Proxy Statement for the November 22,
1996 Annual Meeting) . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.1 Opinion of Porter & Hedges, L.L.P., as to the legality of the Common Stock .
23.1 Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . . . . .
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1). . . . . . . . .
24.1 Power of Attorney (included on the signature page of this Registration
Statement) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
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EXHIBIT 5.1
April 24, 1997
American BioMed, Inc.
10077 Grogans Mill Road, #100
The Woodlands, Texas 77380
Ladies and Gentlemen:
We have acted as counsel to American BioMed, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended. The Registration Statement relates to an aggregate of 1,500,000 shares
(the "Shares") of the Company's common stock, par value $.001 per share. The
Shares are to be offered upon the terms and subject to the conditions set forth
in the American BioMed, Inc. 1996 Incentive Stock Plan (the "Plan").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
Based on such examination and review and on representations made to us
by the officers and directors of the Company, we are of the opinion that the
Shares have been duly and validly authorized and will, on issuance and delivery
as contemplated in the Plan, be validly issued, fully paid and nonassessable
shares of the Company's capital stock.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
/s/ PORTER & HEDGES, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports which include an explanatory paragraph
concerning the Company's ability to continue as a going concern, dated March
21, 1997, on our audits of the consolidated financial statements and financial
statement schedule of American BioMed, Inc. and Subsidiaries as of December 31,
1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, and
for the period from inception, September 4, 1984, to December 31, 1996.
COOPERS & LYBRAND L.L.P.
Houston, Texas
April 24, 1997
