As filed with the Securities and Exchange Commission on December 4, 1997
Registration No.______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
FOOD TECHNOLOGY SERVICE, INC.
(Exact name of issuer as specified in its charter)
FLORIDA 59-2618503
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(State of Incorporation) (I.R.S. Employer)
502 Prairie Mine Road
Mulberry, Florida 33860
(Address of Principal Executive Offices)
1992 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
--------------------------------------------------
(Full title of the plan)
E.W. (Pete) Ellis
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida 33860
Telephone: (941)425-0039
(Name, Address, including Zip Code and Telephone Number, including Area
Code, of Agent for Service)
------------------------------
Copy to:
WILLIAM J. SCHIFINO, ESQ.
SCHIFIN0 & FLEISCHER, P.A.
Suite 2700
One Tampa City Center
Tampa, Florida 33602
------------------------------
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the effective date of the Registration Statement.
------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price Fee
- -------------------------------------------------------------------------------
Common Stock, $01 150,000 shs $5.875 $881,250 $268.00
par value
- -------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions effected without receipt of consideration as
provided by the Plan.
(2) Based on the average of the high and low prices reported on the Nasdaq
Bulletin Board on November 28, 1997.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. Incorporation of Documents by Reference.
By this reference, the following documents filed or to be filed by Food
Technology Service, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended.
b(1) Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997 filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended.
b(2) Proxy Statement dated June 23, 1997 filed in connection with the
Company's Annual Meeting of Shareholders held July 14, 1997.
b(3) All documents filed by the Company with the Commission subsequent
to the date of this Registration Statement under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, and 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 into and made a part of this Registration
Statement from the date of filing of such documents with the
Commission.
(c) The Company's Certificate of Incorporation authorizes the issuance
of up to 20,000,000 shares of Common Stock, $.01 par value. The
holders of the shares of Common Stock are entitled to one vote for
each share held of record on all matters on which stockholders are
entitled or permitted to vote. Such holders may not cumulate votes
in the election of directors. The holders of Common Stock are
entitled to receive such dividends as may lawfully be declared by
the Board of Directors out of funds legally available therefor and
to share pro rata in any other distribution to the holders of
Common Stock. The holders of Common Stock are entitled to share
ratably in the assets of the Company remaining after the payment
of liabilities in the event of any liquidation, dissolution or
winding up of the affairs of the Company. There are no preemptive
rights, conversion rights, redemption or sinking fund provisions or
fixed dividend rights with respect to Common Stock. All outstanding
shares of Common Stock are fully paid and non-assessable, and the
shares of Common Stock to be issued in this offering, upon payment
therefor, will be fully paid and non-assessable.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock issuable under the Company's 1992
Incentive and Non-Statutory Stock Option Plan will be passed
upon for the Company by Schifino & Fleischer, P.A., Tampa, Florida.
Item 6. Indemnification of Directors and Officers.
The Company has authority under applicable provisions of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided under such Act. The Company's Bylaws provide indemnification
provisions for the benefit of the Company's directors and officers. See Item 8,
Exhibit 3(f).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibit numbers on the following list correspond to the numbers in the
exhibit table required pursuant to Item 601 of Regulation SB:
Exhibit
Number Description
- ------- -----------
3(a) Articles of Incorporation incorporated by reference to Exhibit
3(a) of the Company's Registration Statement (File No. 33-36838-A)
ordered effective May 9, 1991.
3(b) Amendment to the Company's Articles of Incorporation effective
July 22, 1991.
3(c) Amendment to the Company's Articles of Incorporation effective
June 17, 1992.
3(d) Amendment to the Company's Articles of Incorporation effective
June 22, 1994.
3(e) Amendment to the Company's Articles of Incorporation effective
December 1, 1997.
3(f) By-Laws incorporated by reference to Exhibit 3(b) of the Company's
Registration Statement (File No. 33-36838-A) ordered effective
May 9, 1991.
4(a) 1992 Incentive and Non-Statutory Stock Option Plan incorporated by
reference to Exhibit 4 of the Company's Registration Statement (File
No. 33-36838-A) ordered effective May 9, 1991.
5 Opinion of Schifino & Fleischer, P.A.
23(a) Consent of Schifino & Fleischer, P.A. See Exhibit 5.
23(b) Consent of John J. Faircloth, C.P.A.
<PAGE>
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers of 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 event 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 (1)(i) and (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 Company pursuant to
Section 13 or 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 of 1933, 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.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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.
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 Company
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 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 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 Tampa and State of Florida, on the 24th day of
November, 1997.
FOOD TECHNOLOGY SERVICE, INC.
By: /s/ E.W. (Pete) Ellis
-------------------------
E.W. (Pete) Ellis
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ E.W. (Pete) Ellis
- ------------------------
E. W. (Pete) Ellis Chief Executive Officer November 24, 1997
and Director
/s/ Harley W. Everett
- ------------------------
Harley W. Everett Chief Financial Officer November 24, 1997
/s/ Frank M. Fraser
- ------------------------
Frank M. Fraser Director November 24, 1997
/s/ Geoff Marott
- ------------------------
Geoff Marott Director November 24, 1997
/s/ Paul O'Neill
- ------------------------
Paul O'Neill Director November 24, 1997
/s/ Gordon H. Shirah, II
- ------------------------
Gordon H. Shirah, II Director November 24, 1997
</PAGE>
SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW
WILLIAM J. SCHIFINO TELEPHONE: (813)223-1535 ONE TAMPA CITY CENTER
FRANK N. FLEISCHER TELECOPIER: (813)223-3070 201 N. FRANKLIN STREET
CYNTHIA C. ELLIS INTERNET: [email protected] SUITE 2700
TAMPA, FLORIDA 33602
December 1, 1997
EXHIBIT 5
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida 33860
Re: Form S-8 Registration
Gentlemen:
We are acting as counsel for Food Technology Service, Inc. a Florida
corporation (the "Company"), in connection with the proposed offer by the
Company of up to 150,000 shares of the Company's Common Stock (the "Shares")
pursuant to the Company's 1992 Incentive and Non-Statutory Stock Option Plan
(the "Plan"). Such offering of shares is covered by a prospectus forming a part
of the Company's Registration Statement on Form S-8, being filed with the
Securities and Exchange Commission. We are rendering this opinion as of the
date hereof.
We have examined, among other things, the Certificate of Incorporation
and By-laws, as amended, of the Company, the records of corporate proceedings
of the Company which have occurred prior to the date hereof with respect to
such offering, the Registration Statement, the Plan and such other documents
and representations as we deemed necessary in order to render the opinion
expressed herein.
Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, upon the issuance and delivery thereof
in accordance with the provisions of the Plan, and as set forth in the
Registration Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the statements with respect to us in connection with
the filing of this opinion as an exhibit to the Registration Statement.
Yours truly,
SCHIFINO & FLEISCHER, P.A.
William J. Schifino
For the Association
WJS/amh
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent certified accountant, I hereby consent to the incorporation
by reference in this Form S-8 of my report dated March 24, 1997, included in
the Company's Form 10-KSB for the year ended December 31, 1996, and to all
references to my firm included in this Form S-8.
John J. Faircloth, C.P.A.
Tampa, Florida
December 1, 1997
EXHIBIT 3(b)
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VINDICATOR OF FLORIDA, INC.
Pursuant to the provisions of Section 607.181 of the Florida General
Corporation Act, the undersigned corporation does hereby adopt these Articles
of Amendment to its Articles of Incorporation, and the undersigned officers do
hereby certify individually and on behalf of the undersigned corporation as
follows:
1. The name of the corporation is Vindicator of Florida, Inc. (this
"Corporation"). The Articles of Incorporation of this Corporation were filed by
the Department of State of the State of Florida on December 9, 1985, effective
December 11, 1985, and the document number of this Corporation is H89387.
2. ARTICLE I of the Articles of Incorporation of this Corporation shall
be deleted in its entirety, and in its place and stead shall be substituted the
following:
ARTICLE I
The name of this corporation shall be: Vindicator, Inc.
3. This Amendment was recommended by the Board of Directors to the
Corporation's shareholders on May 30, 1991.
4. On July 16, 1991 the holders of a majority of the outstanding shares
of Common Stock of the Corporation, the only class of securities outstanding,
adopted this amendment to the Corporation's Articles of Incorporation at a duly
called and convened meeting of such shareholders.
IN WITNESS WHEREOF, Vindicator of Florida, Inc. has caused these Articles
of Amendment to its Articles of Incorporation to be executed on this 19th day
of July, 1991.
VINDICATOR OF FLORIDA, INC.
By: /s/ Sam R. Whitney
____________________________
Sam R. Whitney, President
EXHIBIT 3(c)
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VINDICATOR, INC.
Pursuant to the provisions of Section 607.181 of the Florida General
Corporation Act, the undersigned corporation does hereby adopt these Articles
of Amendment to its Articles of Incorporation, and the undersigned officers do
hereby certify individually and on behalf of the undersigned corporation as
follows:
1. The name of the corporation is Vindicator, Inc.
(the "Corporation") The Articles of Incorporation of this Corporation were
filed by the Department of State of the State of Florida on December 9, 1985,
effective December 11, 1985, and the document number of this Corporation is
H89387.
2. ARTICLE III of the Articles of Incorporation of this Corporation
shall be deleted in its entirety, and in its place and stead shall be
substituted the following:
ARTICLE III
The maximum number of shares of stock that this corporation
is authorized to have outstanding at any one time is 10,000,000
shares of common stock having a par value of $.01 per share.
3. This Amendment was recommended by the Board of Directors to the
Corporation's shareholders on April 23, 1992.
4. On May 18, 1992 the holders of a majority of the outstanding shares
of Common Stock of the Corporation, the only class of securities outstanding,
adopted this amendment to the Corporation's Articles of Incorporation at a duly
called and convened meeting of such shareholders. The amendment was unanimously
adopted by all the shareholders.
IN WITNESS WHEREOF, Vindicator, Inc. has caused these Articles of
Amendment to its Articles of Incorporation to be executed on this 5th day
of June, 1992.
VINDICATOR, INC.
By: /s/ Sam R. Whitney
____________________________
Sam R. Whitney, President
EXHIBIT 3(d)
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VINDICATOR, INC.
Pursuant to the provisions of Section 607.181 of the Florida General
Corporation Act, the undersigned corporation does hereby adopt these Articles
of Amendment to its Articles of Incorporation, and the undersigned officers do
hereby certify individually and on behalf of the undersigned corporation as
follows:
1. The name of the corporation is Vindicator, Inc. (this Corporation")
The Articles of Incorporation of this Corporation were filed by the Department
of State of the State of Florida on December 11, 1985, and the document number
of this Corporation is H89387.
2. ARTICLE I of the Articles of Incorporation of this Corporation shall
be deleted in its entirety, and in its place and stead shall be substituted the
following:
ARTICLE I
The name of this corporation shall be:
FOOD TECHNOLOGY SERVICE, INC.
3. This Amendment was recommended by the Board of Directors to the
Corporation's shareholders on May 16, 1994.
4. On June 16, 1994, the holders of a majority of the outstanding
shares of Common Stock of the Corporation, the only class of securities
outstanding, adopted this amendment to the Corporation's Articles of
Incorporation at a duly called and convened meeting of such shareholders.
The number of votes cast for the amendment by the shareholders was sufficient
for approval.
IN WITNESS WHEREOF, Vindicator, Inc. has caused these Articles of
Amendment to the Articles of Incorporation to be executed this 20th day
of June, 1994.
VINDICATOR, INC.
By: /s/ Sam R. Whitney
____________________________
Sam R. Whitney
Chairman of the Board
EXHIBIT 3(e)
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FOOD TECHNOLOGY SERVICE, INC.
Pursuant to the provisions of Section 607.181 of the Florida General
Corporation Act, the undersigned corporation does hereby adopt these Articles
of Amendment to its Articles of Incorporation, and the undersigned officers do
hereby certify individually and on behalf of the undersigned corporation as
follows:
1. The name of the corporation is Food Technology Service, Inc. (the
"Corporation"). The Articles of Incorporation of this Corporation were filed
by the Department of State of the State of Florida on December 9, 1985,
effective December 11, 1985, and the document number of this Corporation is
H89387.
2. ARTICLE III of the Articles of Incorporation of this Corporation
shall be deleted in its entirety, and in its place and stead shall be
substituted the following:
ARTICLE III
The maximum number of shares of stock that this corporation
is authorized to have outstanding at any one time is 20,000,000
shares of common stock having a par value of $.01 per share.
3. This Amendment was recommended by the Board of Directors to the
Corporation's shareholders on February 11, 1997.
4. On July 14, 1997 the holders of a majority of the outstanding shares
of Common Stock of the Corporation, the only class of securities outstanding,
adopted this amendment to the Corporation's Articles of Incorporation at a duly
called and convened meeting of such shareholders. The number of votes cast for
the amendment by the shareholders was sufficient for approval.
IN WITNESS WHEREOF, Food Technology Service, Inc. has caused these
Articles of Amendment to its Articles of Incorporation to be executed on this
20th day of November, 1997.
FOOD TECHNOLOGY SERVICE, INC.
By: /s/ E.W. (Pete) Ellis
____________________________
E.W. (Pete) Ellis, President
