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As filed with the Securities and Exchange Commission on January 9, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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APOLLO EYE GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 65-0257498
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(State of Incorporation) (I.R.S. Employer Identification No.)
2424 N. Federal Highway, Boca Raton, Florida 33431
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(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Melvin S. Shotten, Esq.
Taft, Stettinius & Hollister
1800 Star Bank Center
Cincinnati, Ohio 45202
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 381-2838
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, par 400,000 $2.25 $900,000 $272.73
value $.001 shares
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<FN>
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Apollo Eye Group, Inc. as may become
issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the average of the bid and asked prices of the Common Stock on January 6,
1997, as reported by the National Association of Securities Dealers, Inc.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The documents listed below are incorporated by reference into and
made a part of this registration statement. In addition, all documents
subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (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 the registration statement and to
be part thereof from the date of filing of such documents.
(a) The registrant's annual report on Form 10-KSB for the fiscal
year ended December 31, 1995;
(b) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December
31, 1995; and
(c) The description of the registrant's Common Stock contained
in its registration statement on Form 8-A (File No. 0-23184)
filed on January 7, 1994 under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose
of updating such description.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law (the "GCL")
authorizes certain indemnification by the registrant to directors, officers and
other persons and authorizes the registrant to purchase insurance against such
liabilities. This section allows indemnification by the registrant to any person
made or threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the registrant, by reason of the fact that such
person is or was a director, officer, employee or agent of the registrant, or is
or was serving at the request of the registrant in a similar capacity with
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including judgments, fines and amounts paid in settlement, if
that person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the registrant, and, with respect to
criminal actions, had no reasonable cause to believe that the person's conduct
was unlawful. Similar provisions apply to actions brought by or in the right of
the registrant, except that no indemnification shall be made in such cases when
the person shall have been adjudged to be liable to the registrant unless deemed
otherwise by the court in which the action was brought. Indemnifications are to
be made by a majority vote of directors who are not parties to the action or the
written opinion of independent legal counsel or by stockholders or by the court.
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The registrant's Certificate of Incorporation provides for
indemnification to the fullest extent permitted by Section 145 of the GCL.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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5 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
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(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;
(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) 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
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.
(b) 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.
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(h) 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 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.
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SIGNATURES
The Registrant. 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 Boca Raton, State of Florida as of the 8th day
of January, 1997.
APOLLO EYE GROUP, INC.
By /s/ James R. Cook, M.D.
-----------------------------
James R. Cook, M.D., Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 8th day of January, 1997.
Signature Title
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/s/ James R. Cook, M.D. Chairman of the Board
- ------------------------------ (principal executive officer)
James R. Cook, M.D.
/s/ J. Richard Damron, Jr. Chief Financial Officer, Treasurer and
- ------------------------------ Director (principal financial and
J. Richard Damron, Jr. accounting officer)
/s/ Vincent C. Manopoli* Director
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Vincent C. Manopoli
/s/ Peter Molinaro, Jr.* Director
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Peter Molinaro, Jr.
/s/ John C. Prelaz* Director
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John C. Prelaz
*Pursuant to Power of Attorney
/s/ J. Richard Damron, Jr.
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J. Richard Damron, Jr.
Attorney-in-Fact
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Exhibit 5
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
January 8, 1997
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Apollo Eye Group, Inc.
1996 Stock Option Plan
----------------------
Dear Sir or Madam:
We have acted as counsel for Apollo Eye Group, Inc., a Delaware corporation
(the "Corporation"), in connection with its 1996 Stock Option Plan (the "Plan").
We have examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion and, based thereupon, we are of the
opinion that the shares of common stock, $.001 par value, of the Corporation
which may be issued or transferred and sold pursuant to the Plan will be, when
issued or transferred in accordance with the terms of the Plan, duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Corporation with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of 400,000 shares to be issued or transferred and sold pursuant to
the Plan.
TAFT, STETTINIUS & HOLLISTER
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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 report dated March 29, 1996, on our audits of the financial
statements of Apollo Eye Group as of December 31, 1995 and 1994 and for the year
ended December 31, 1995 and the period from July 1, 1994 (inception) to December
31, 1994.
Coopers & Lybrand L.L.P.
Atlanta, Georgia
January 8, 1997
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Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Apollo Eye Group, Inc.,
hereby appoint James R. Cook, M.D. and J. Richard Damron, Jr., or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our names and on our behalf in our capacities indicated below, which
said attorneys and agents, or each 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 a Registration Statement on Form S-8 to be filed
in connection with the corporation's 1996 Stock Option Plan including, without
limitation, power and authority to sign for us, or any of us, in our names in
the capacities indicated below, any and all amendments to such Registration
Statement, and we hereby ratify and confirm all that said attorneys and agents,
or each of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Power of Attorney has been signed below by the following
persons as of the 31st day of December, 1996, in the capacities indicated:
Signature Title
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/s/ James R. Cook, M.D. Chairman of the Board
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James R. Cook, M.D.
/s/ J. Richard Damron, Jr. Director
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J. Richard Damron, Jr.
/s/ Vincent C. Manopoli Director
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Vincent C. Manopoli
/s/ Peter Molinaro, Jr. Director
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Peter Molinaro, Jr.
/s/ John C. Prelaz Director
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John C. Prelaz
