<PAGE> 1
As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 333-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ACCUMED INTERNATIONAL,INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4054899
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 N. Franklin Street, Suite 401
Chicago, Illinois 60610
(Address of Principal Executive Offices) (zip code)
Amended and Restated 1990 Stock Option Plan,
Amended and Restated 1992 Stock Option Plan
and
1995 Stock Option Plan, as amended
(Full Title of the Plans)
Peter P. Gombrich
Chief Executive Officer
AccuMed International, Inc.
900 N. Franklin Street, Suite 401
Chicago, Illinois 60610
(Name and address of agent for service)
312-642-9200
(Telephone number, including area code, of agent for service)
With a copy to:
GILLES S. ATTIA, ESQ.
Graham & James
400 Capitol Mall, Suite 2400
Sacramento, California 95814
(916) 558-6700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 507,895(2) $6.13 $3,113,396 $1,074
par value $0.01
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933 based on average of the high and
low prices of a share of common stock of the Company reported
for trading on the Nasdaq SmallCap Market on August 27, 1996.
(2) 500,000 shares of common stock are issuable upon exercise of
options authorized to be granted pursuant to an amendment to
the 1995 Stock Option Plan adopted subsequent to the original
filing of the Registration Statement. An additional 7,895
shares available under the Company's Amended and Restated 1992
Stock Option Plan are also registered hereby; such shares were
inadvertently omitted from the original Registration
Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant hereby incorporates by reference herein the contents of
its Registration Statement on Form S-8 (Reg. No. 333-4320) filed with the
Securities and Exchange Commission (the "Commission") on May 1, 1996.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration
Statement.
<TABLE>
<CAPTION>
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 Amended and Restated 1990 Stock Option Plan
(incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-48302) filed with the Commission on June 3, 1992).
4.2 Amended and Restated 1992 Stock Option Plan
(incorporated by reference to the Registrant's
Pre-Effective Amendment No. 1 on Form SB-2 filed
with the Commission on November 8, 1993).
4.3 1995 Stock Option Plan (incorporated by reference
to the Registrant's Transition Report on Form
10-KSB for the transition period ended December 31,
1995 (the "Transition Report")).
4.4 Amendment, effective July 12, 1996, to the
Registrant's 1995 Stock Option Plan, increasing
the number of shares available.
4.5 Form of 1992 Plan Incentive Stock Option Agreement
(previously filed with this Registration Statement
on Form S-8 on May 1, 1996).
4.6 Form of 1992 Plan Nonstatutory Stock Option
Agreement (previously filed with this Registration
Statement on Form S-8 on May 1, 1996).
4.7 Form of 1990 Plan Incentive Stock Option Agreement
(previously filed with this Registration Statement
on Form S-8 on May 1, 1996).
4.8 Form of 1990 Plan Nonqualified Stock Option
Agreement (previously filed with this Registration
Statement on Form S-8 on May 1, 1996).
</TABLE>
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<TABLE>
<S> <C> <C>
4.9 Form of 1995 Plan Incentive Stock Option Agreement
(incorporated by reference to the Transition
Report).
4.10 Form of 1995 Plan Non-Qualified Stock Option
Agreement (incorporated by reference to the
Transition Report).
4.11 Form of Non-qualified Stock Option Agreement
governing options granted to former employees of
AccuMed, Inc. under the 1995 Plan pursuant to the
Agreement and Plan of Reorganization dated as of
April 21, 1995, as amended (incorporated by
reference to the Transition Report).
5.1 Opinion of Graham & James LLP regarding legality
of the additional shares of Common Stock available
under the 1995 Stock Option Plan, as amended.
23.1 Consent of Graham & James LLP (incorporated by
reference to Exhibit 5.1 hereof).
23.2 Consent of Coopers & Lybrand LLP.
23.3 Consent to Coopers & Lybrand.
23.4 Consent of KPMG Peat Marwick LLP.
</TABLE>
II-2
<PAGE> 4
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 30th day of
August, 1996.
ACCUMED INTERNATIONAL, INC.
By: /s/ Peter P. Gombrich
---------------------------------
Peter P. Gombrich
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Peter P. Gombrich as
attorney-in-fact for the undersigned, with the power of substitution, for the
undersigned in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments) and any new
registration statement filed under Rule 462(b) under the Securities Act of
1933) and any post-effective amendment thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming that said
attorney-in-fact or his substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Peter P. Gombrich Chairman of the Board, Chief August 30, 1996
- ------------------------------------- Executive Officer and President
(Peter P. Gombrich) (Principal Executive Officer)
/s/ Mark L. Santor Chief Financial Officer (Principal August 30, 1996
- ------------------------------------- Financial and Accounting Officer)
(Mark L. Santor)
/s/ John H. Abeles Director August 29, 1996
- -------------------------------------
(John H. Abeles)
Director _________, 1996
- -------------------------------------
(Harold S. Blue)
Director _________, 1996
- -------------------------------------
(Jack H. Halperin)
Director _________, 1996
- -------------------------------------
(Paul F. Lavallee)
/s/ Joseph Plandowski Director August 29, 1996
- -------------------------------------
(Joseph W. Plandowski)
/s/ Leonard Schiller Director August 29, 1996
- -------------------------------------
(Leonard M. Schiller)
</TABLE>
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4.1 Amended and Restated 1990 Stock Option Plan
(incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-48302) filed with the Commission on June 3, 1992).
4.2 Amended and Restated 1992 Stock Option Plan
(incorporated by reference to the Registrant's
Pre-Effective Amendment No. 1 on Form SB-2 filed
with the Commission on November 8, 1993).
4.3 1995 Stock Option Plan (incorporated by reference
to the Registrant's Transition Report on Form
10-KSB for the transition period ended December 31,
1995 (the "Transition Report")).
4.4 Amendment, effective July 12, 1996, to the Registrant's
1995 Stock Option Plan, increasing the number of shares
available.
4.5 Form of 1992 Plan Incentive Stock Option Agreement
(previously filed with this Registration Statement on Form
S-8 on May 1, 1996).
4.6 Form of 1992 Plan Nonstatutory Stock Option Agreement
(previously filed with this Registration Statement on Form
S-8 on May 1, 1996).
4.7 Form of 1990 Plan Incentive Stock Option Agreement
(previously filed with this Registration Statement on Form
S-8 on May 1, 1996).
4.8 Form of 1990 Plan Nonqualified Stock Option Agreement
(previously filed with this Registration Statement on Form
S-8 on May 1, 1996).
4.9 Form of 1995 Plan Incentive Stock Option Agreement
(incorporated by reference to the Transition Report).
4.10 Form of 1995 Plan Non-Qualified Stock Option Agreement
(incorporated by reference to the Transition Report).
4.11 Form of Non-qualified Stock Option Agreement governing
options granted to former employees of AccuMed, Inc. under
the 1995 Plan pursuant to the Agreement and Plan of
Reorganization dated as of April 21, 1995, as amended
(incorporated by reference to the Transition Report).
5.1 Opinion of Graham & James LLP regarding
legality of the shares of Common Stock.
23.1 Consent of Graham & James LLP,
(incorporated by reference to Exhibit 5.1
hereof.)
23.2 Consent of Coopers & Lybrand LLP.
23.3 Consent to Coopers & Lybrand.
23.4 Consent of KPMG Peat Marwick LLP.
</TABLE>
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EXHIBIT 4.4
ACCUMED INTERNATIONAL, INC.
SECRETARY'S CERTIFICATE
I, Mark L. Santor, Secretary of AccuMed International, Inc., a
Delaware corporation (the "Corporation"), hereby certify as follows:
1. Attached hereto as Exhibit A is a true, correct and complete
copy of the resolutions of the Board of Directors of the Corporation dated July
12, 1996 approving the increase in authorized number of shares issuable upon
exercise of options authorized to be granted under the Corporation's 1995 Stock
Option Plan. Such resolutions have not been modified, repealed or rescinded
and remain in full force and effect as of the date of this Certificate.
IN WITNESS WHEREOF, I have executed this Certificate as
Officer of the Corporation this 15th day of August, 1996.
/s/ Mark L. Santor
---------------------------
Mark L. Santor
Secretary
<PAGE> 2
AMENDMENT TO ACCUMED INTERNATIONAL, INC.
1995 STOCK OPTION PLAN
AMENDMENT (this "Amendment") to the AccuMed International, Inc.
(formerly "Alamar Biosciences, Inc., the "Company") 1995 Stock Option Plan (the
"Plan") dated July 12, 1996.
WHEREAS, the Plan currently provides for the grant of options to
purchase up to an aggregate of 1,500,000 shares of the Company's common stock,
par value of $.01 per share (the "Common Stock");
WHEREAS, on July 12, 1996 the Board of Directors adopted resolutions
amending the Plan, subject to stockholder approval within 12 months thereafter,
to increase the number of shares available under the Plan and provide for the
grant of options to purchase an aggregate of 2,000,000 shares of the Common
Stock (a copy of such resolutions, certified by the Secretary of the Company
are attached hereto as Exhibit A);
NOW, THEREFORE, in accordance with Section 11 of the Plan, the Plan is
hereby amended as follows:
1. Section 4 of the Plan is hereby deleted in its entirety and
the following is inserted in lieu thereof:
Section 4. Shares Available. Subject to adjustment as
provided in Section 16 of this Plan, 2,000,000 shares of the
common stock, par value of $.01 per share, of the Company (the
"Common Stock"), shall be available for grants of options
under this Plan. To the extent an outstanding option expires
or terminates unexercised or is canceled or forfeited, the
shares of Common Stock subject to the expired, unexercised,
canceled or forfeited portion of such option shall again be
available for grants of options under this Plan. Shares of
Common Stock to be delivered under this Plan shall be
authorized and unissued shares of Common Stock, or authorized
and issued shares of Common Stock reacquired and held as
treasury shares or otherwise or a combination thereof.
All other provisions of the Plan shall remain in full force and
effect.
2
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EXHIBIT 5.1
[LETTERHEAD]
August 30, 1996
AccuMed International, Inc.
900 N. Franklin Street, Ste. 401
Chicago, IL 60610
Gentlemen:
You have requested our opinion as counsel for AccuMed International, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), and the Rules
and Regulations promulgated thereunder, of an aggregate of 507,895 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"), issuable upon exercise of stock options granted or to be granted in
connection with the Company's Amended and Restated 1992 Stock Option Plan (the
"1992 Plan") and the 1995 Stock Option Plan, as amended (the "1995 Plan" and
together with the 1992 Plan, the "Option Plans").
This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-B
promulgated under the Securities Act.
For purposes of this opinion, we have examined the Registration Statement on
Form S-8 (Reg. No. 333-04320) filed with the Commission on May 1, 1996, the
exhibits thereto, and the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Commission on or about August 30, 1996. We
have also been furnished with and have examined originals or copies, certified
or otherwise identified to our satisfaction, of all such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed it necessary as a basis for the opinions hereafter expressed. As to
questions of fact material to such opinions, we have, where relevant facts were
not independently established, relied upon certifications by principal officers
of the Company. We have made such further legal and factual examination and
investigation as we deem necessary for purposes of rendering the following
opinions.
3
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AccuMed International, Inc.
August 30, 1996
Page 2
In our examination we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the correctness of facts set forth in
certificates, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of such
copies. We have also assumed that such documents have each been duly
authorized, properly executed and delivered by each of the parties thereto
other than the Company.
We are members of the bar of the State of California. Our opinions below are
limited to the laws of the State of California, the General Corporation Law of
the State of Delaware and the federal securities laws of the United States.
Based on the foregoing, it is our opinion that all of the Shares, when issued
and delivered against payment in full of the respective exercise prices in
accordance with the terms of the respective Option Plans and option agreements
governing such options, will be legally and validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Post-Effective
Amendment.
Very truly yours,
/s/ Graham & James LLP
GRAHAM & JAMES LLP
4
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, to be filed with the Commission on or about August 30, 1996, of our
report dated September 14, 1995, on our audit of the balance sheet of
Sensititre/Alamar, the Microbiology Division of AccuMed, Inc., as of December
31, 1994, and the net sales, cost of sales and selling expenses for the eight
months ended December 31, 1994, and the years ended April 30, 1994 and 1993; of
our report, which includes an explanatory paragraph related to substantial doubt
about the ability of AccuMed, Inc. to continue as a going concern, dated
September 29, 1995, on our audit of the balance sheet of AccuMed, Inc. as of
December 31, 1994, and for the period from February 7, 1994 (inception) through
December 31, 1994, appearing in the registration statement on Form S-4 (SEC File
No. 33-99680) of Alamar Biosciences, Inc. filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 as incorporated by reference
in the Current Report on Form 8-K dated December 29, 1995; and of our report,
which includes an explanatory paragraph related to substantial doubt about the
ability of Alamar Biosciences, Inc. to continue as a going concern, dated
November 19, 1995, on our audits of the financial statements of Alamar
Biosciences, Inc. as of September 30, 1995 and 1994, and for the years ended
September 30, 1995, 1994 and 1993, which report is included in the Annual Report
on Form 10-KSB for the year ended September 30, 1995.
/s/ Coopers & Lybrand LLP
Sacramento, CA
August 30, 1996
5
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, to be filed with the Commission on or about August 30, 1996, of our
report dated December 8, 1995, on our audit of the balance sheets of AccuMed
International Limited as of December 31, 1994, April 30, 1994 and 1993, and
related statements of operations and cashflows for the eight months ended
December 31, 1994, and the years ended April 30, 1994 and 1993, appearing in the
registration statement on Form S-4 (SEC File No. 33-99680) of Alamar
Biosciences, Inc. filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 as incorporated by reference in the Current Report on
Form 8-K dated December 29, 1995.
/s/ Coopers & Lybrand
Croydon
United Kingdom
August 30, 1996
6
<PAGE> 1
EXHIBIT 23.4
REPORT AND CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders
AccuMed International, Inc.:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated April 5, 1996, relating to the consolidated
balance sheet of AccuMed International, Inc. and subsidiaries as of
December 31, 1995 and the related consolidated statements of operations,
stockholders' equity and cash flows for the three months ended December 31,
1995, which report appears in the December 31, 1995 transition report on
Form 10-K of AccuMed International, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
August 30, 1996
7
