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As filed with the Securities and Exchange Commission on December 19, 2000
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
Cardiac Science, Inc.
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(Exact name of Company as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
33-0465681
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(I.R.S. employer identification number)
16931 Millikan Avenue
Irvine, California 92606
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(Address of principal executive offices) (Zip code)
Issuance of Stock Pursuant to Sections 11.2 and 11.3 of the Merger Agreement
and Plan of Reorganization between
Cardiac Science, Inc., Cardiac Acquisition Corp., and Cadent Medical Corporation
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(Full title of the plan)
Raymond W. Cohen
Cardiac Science, Inc.
16931 Millikan Avenue
Irvine, California 92606
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(Name and address of agent for service)
(949) 587-0357
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Telephone number, including area code, of agent for service.
- copy to -
Leonard J. Breslow, Esq.
Breslow & Walker, LLP
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-6505
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price per aggregate offering registration
be registered share price fee
--------------------------------- -------------------- -------------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001
per share ("Common Stock") 295,658 $5.61(1) $1,658,641(1) $438
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</TABLE>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), the proposed maximum offering price and the proposed maximum
aggregate offering price have been calculated on the basis of $5.61, the average
of the high and low prices of the Common Stock reported on the National Market
System on December 15, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by Cardiac Science,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000 (as amended by
the Company's Quarterly Report on Form 10-Q/A filed with the Commission
on November 20, 2000);
(c) The Company's Current Report on Form 8-K dated July 5, 2000 (as amended
by the Company's Current Report on Form 8-K/A dated August 10, 2000);
and
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form 10, including any amendment or report
filed with the Commission for the purpose of updating such description.
In addition, all documents and reports subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15 (d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all such 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. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement 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 such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as modified or superseded.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
The validity of the securities offered hereby will be passed upon for
the Company by Breslow & Walker, LLP, New York, New York. BWM Investments, an
affiliate of Breslow & Walker, LLP, owns 2,188 shares of Common Stock and
warrants to purchase 262,500 shares of Common Stock. Howard Breslow, a member of
Breslow & Walker, LLP, owns 875 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of such corporation. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article VIII of the Company's Bylaws provides for indemnification by
the Company of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law and California Law.
Article VIII of the Company's Bylaws also provides for the prepayment
of expenses to persons entitled to indemnification (subject to certain
conditions), and permits the Company to purchase and maintain insurance on
behalf of any director, officer, employee, or agent against any liability
asserted against or incurred by them in any such capacity, or arising out of
their status as such, whether or not the Company would have the power or
obligation to indemnify them against such liability under the Company's Bylaws.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation 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
unlawful payments of dividends or unlawful stock repurchase, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. Article SIXTH of the Company's Certificate of
Incorporation provides for such limitation of liability.
The general effect of the foregoing provisions is to reduce the
circumstances in which an officer, director, agent, or employee may be required
to bear the economic burdens of the foregoing liabilities and expenses.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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Sequentially
Numbered Page
Exhibit Description Where Located
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<S> <C> <C>
5 Opinion of Breslow & Walker, LLP as to the legality of the securities 9
being registered
23(a) Consent of PricewaterhouseCoopers LLP regarding Cardiac Science, Inc. 10
23(b) Consent of PricewaterhouseCoopers LLP regarding Cadent Medical Corporation 11
23(c) Consent of Breslow & Walker, LLP (included in Exhibit 5) --
99 Sections 11.2 and 11.3 of the Merger Agreement and Plan of Reorganization --
between Cardiac Science, Inc., Cardiac Acquisition Corp., and Cadent
Medical Corporation (incorporated by reference to Exhibit A of the Cardiac
Science Form 8-K dated July 1, 2000)
</TABLE>
Item 9. Undertakings
A. 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 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 final adjudication of
such issue.
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B. The undersigned Company hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities,
a post-effective amendment to the registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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
together, 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 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
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) Include any material information with respect to the plan
of distribution not previously discussed in the registration statement
or any material change to such information in the registration
statement;
(2) For determining any liability under the Securities Act, treat
each such post-effective amendment as a new registration statement for the
securities offered in the registration statement, and the offering of the
securities at that time as the initial bona fide offering of those securities.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering;
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 Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
C. 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 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.
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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 Irvine, State of California, as of this 19th day
of December, 2000.
CARDIAC SCIENCE, INC.
By: /s/ Raymond W. Cohen
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Raymond W. Cohen, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Brett L. Scott
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Brett L. Scott, Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Raymond W. Cohen Director December 19, 2000
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Raymond W. Cohen
/s/ Paul D. Quadros Director December 19, 2000
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Paul D. Quadros
/s/ Peter Crosby Director December 19, 2000
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Peter Crosby
/s/ Howard Evers Director December 19, 2000
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Howard Evers
/s/ Robert Carpenter Director December 19, 2000
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Robert Carpenter
/s/ Brian Dovey Director December 19, 2000
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Brian Dovey
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Numbered Page
Exhibit Description Where Located
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5 Opinion of Breslow & Walker, LLP as to the legality of the securities 9
being registered
23(a) Consent of PricewaterhouseCoopers LLP regarding Cardiac Science, Inc. 10
23(b) Consent of PricewaterhouseCoopers LLP regarding Cadent Medical 11
Corporation
23(c) Consent of Breslow & Walker, LLP (included in Exhibit 5) --
99 Sections 11.2 and 11.3 of the Merger Agreement and Plan of --
Reorganization between Cardiac Science, Inc., Cardiac Acquisition Corp.,
and Cadent Medical Corporation (incorporated by reference to Exhibit A
of the Cardiac Science Form 8-K dated July 1, 2000)
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