The Registrant requests effectiveness of this
Registration Statement upon filing in accordance
with Rule 462(a).
As filed with the Securities & Exchange Commission on November 19, 1998
Registration No. 33-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
CHRONIMED INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1515691
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
-------------------------
10900 RED CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343
(612) 979-3600
(Address and telephone number of principal executive offices)
-------------------------
CHRONIMED INC. 1999 STOCK OPTION PLAN
(Full title of the Plan)
Maurice R. Taylor, II
10900 Red Circle Drive
Minnetonka, Minnesota 55343
(612) 979-3600
(Name, address and telephone number of agent for service)
-------------------------
Approximate date of proposed commencement of sales pursuant to the Plan:
From time to time after this Registration Statement becomes effective.
-------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1)(2) price (1)(2) fee (2)
=======================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $10.594 $15,891,000 $4,418
par value $.01
</TABLE>
---------------------
(1) Consists of an aggregate of 1,500,000 shares of Common Stock
that may be optioned and sold under one or more offerings to be
made from time to time under the Chronimed Inc. 1999 Stock
Option Plan (the "Plan"). Pursuant to Rule 416 under the
Securities Act of 1933, this registration statement also covers
an indeterminate number of shares which may be offered or sold
pursuant to the Plan as a result of the operation of the
provisions of the Plan intended to prevent dilution in the event
of stock splits, consolidations or similar changes in capital
stock.
(2) Estimated solely for purposes of computing the registration fee.
In accordance with Rule 457(c) and (h), the price used is the
average of the high and low sales prices of the Common Stock in
the NASDAQ National Market as of November 13, 1998.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the document containing the information specified in Part I of Form S-8 will be
distributed to persons who receive options under the Chronimed Inc. 1999 Stock
Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
("Commission"). The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No. 0-19952), are
incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the year ended
July 3, 1998;
(b) All other reports and documents filed by the Company under
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act") since the filing of the most recent Annual
Report on Form 10-K; and
(c) The description of the Company's stock contained in the
Company's Registration Statement on Form 8-A declared effective by the
Commission as of March 19, 1992.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered under the Plan is registered under
Section 12 of the Exchange Act.
3
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the newly issued securities offered pursuant to this
Registration Statement will be passed upon by Gray, Plant, Mooty, Mooty &
Bennett, P.A., counsel to the Company.
As of November 4, 1998, attorneys in the law firm of Gray, Plant, Mooty,
Mooty & Bennett, P.A. beneficially owned an aggregate of approximately $190,000
of common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes, Section 302A.521 provides that a Minnesota business
corporation may indemnify any director, officer, employee or other
representative of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
In addition, Article VII of the Company's Articles of Incorporation
eliminates certain personal liability of the directors of the Company for
monetary damages for certain breaches of directors' fiduciary duties as
permitted by Minnesota Statutes, Section 302A.251. Indemnification Agreements
between the Company and each of its directors and officers provide for
indemnification to the fullest extent allowed under Minnesota law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Specimen Form of Common Stock Certificate (1)
4.2 Chronimed Inc. 1999 Stock Option Plan (2)
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
(contained in Exhibit 5.1 of this Registration Statement).
4
<PAGE>
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
- --------------------
(1) Incorporated by reference to the exhibits filed with the Company's
Registration Statement filed on Form S-1 (Reg. No. 33-45644).
(2) Incorporated by reference to the exhibits filed with the Company's
Annual Report on Form 10-K for the year ended July 3, 1998.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering.
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 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 information required to be included in the 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
5
<PAGE>
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.
(h) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
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.
6
<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 Minneapolis, State of Minnesota, on this 18th day of
November, 1998.
CHRONIMED INC.
By /s/ Maurice R. Taylor, II
-----------------------------------------
Maurice R. Taylor, II
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Maurice R. Taylor, II and Norman A. Cocke, and
each or either one of them, his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) and supplements to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Maurice R. Taylor, II President, Chief Executive November 18, 1998
- ------------------------- Officer (Principal Executive
Maurice R. Taylor, II Officer) and Chairman
/s/ Norman A. Cocke Senior Vice President and November 18, 1998
- ------------------- Treasurer (Principal Financial
Norman A. Cocke and Accounting Officer)
/s/ Henry F. Blissenbach Director November 18, 1998
- ------------------------
Henry F. Blissenbach, Pharm.D.
7
<PAGE>
/s/ John Howell Bullion Director November 18, 1998
- -----------------------
John Howell Bullion
/s/ John H. Flittie Director November 18, 1998
- -------------------
John H. Flittie
/s/ Charles V. Owens, Jr. Director November 18, 1998
- -------------------------
Charles V. Owens, Jr.
/s/ Travers H. Wills Director November 18, 1998
- --------------------
Travers H. Wills
8
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
4.1 Specimen Form of Common Stock Certificate(1) --
4.2 Chronimed Inc. 1999 Stock Option Plan(2) --
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 10
23.1 Consent of Ernst & Young LLP 11
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
(Exhibit 5.1 to this Registration Statement) 10
24.1 Power of Attorney (included on the signature page of this
Registration Statement) 7
- -------------------
(1) Incorporated by reference to the Company's Registration Statement filed
on Form S-1 (Reg. No. 33-45644).
(2) Incorporated by reference to the exhibits filed with the Company's
Annual Report on Form 10-K for the year ended July 3, 1998.
9
November 18, 1998
Securities and Exchange Commission EXHIBIT 5.1
450 Fifth Street N.W.
Washington, DC 20549
Re: Chronimed Inc.
Registration Statement on Form S-8
1999 Stock Option Plan
Dear Sir/Madam:
We are counsel for Chronimed Inc. in connection with a Registration
Statement on Form S-8 for the registration of a maximum of 1,500,000 shares of
common stock, $0.01 par value per share, issuable under the Chronimed Inc. 1999
Stock Option Plan (the "Plan").
In rendering the opinion hereinafter expressed, we have examined such
records and documents of the Company and such other documents and records and
made such factual investigation as we deemed necessary. From such examination we
are of the opinion that:
When the shares of common stock, up to a maximum of 1,500,000 shares,
are issued and paid for pursuant to the Plan, such shares will be duly
and validly authorized and issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to such
registration statement and to the reference to our name therein.
Very truly yours,
GRAY, PLANT, MOOTY, MOOTY &
BENNETT, P.A.
By /s/ Bruce B. McPheeters
-----------------------
Bruce B. McPheeters
10
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Chronimed Inc. 1999 Stock Option Plan of our report dated
August 10, 1998, with respect to the consolidated financial statements and
schedule of Chronimed Inc. for the year ended July 3, 1998, included in its
Annual Report (Form 10-K) filed with the Securities and Exchange Commission.
Ernst & Young LLP
Minneapolis, Minnesota
November 13, 1998
11
