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As filed with the Securities and Exchange Commission on September 27, 2000
Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
INTEGRA, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3605119
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1060 First Avenue, King of Prussia, Pennsylvania 19406
(Address of Principal Executive Offices) (Zip Code)
Integra, Inc. 1999 Stock Option Plan
(Full title of the plan)
Eric E. Anderson, Ph.D.
Chief Executive Officer
Integra, Inc.
1060 First Avenue
King of Prussia, Pennsylvania 19406
(Name and address of agent for service)
(610) 992-2600
(Telephone number, including area code, of agent for service)
Copies to:
Stephen M. Goodman, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
---------------- ---------- ----- ----- ---
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 820,000(3) $0.625(1) $512,500
$195
Common Stock, $.01
par value 180,000(3) $1.25(2) $225,000
</TABLE>
(1) Based upon the exercise prices of options issued to date under the
Integra, Inc. 1999 Stock Option Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
based upon the average of the high and low prices of the Company's
Common Stock, as reported on the American Stock Exchange, of $1.25 per
share on September 22, 2000.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Integra, Inc. (the "Registrant") with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934 are incorporated in this registration statement by reference:
1. Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as amended by Form 10-K/A filed on April 28, 2000.
2. Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000, as amended by Form 10-Q/A filed on May 17, 2000.
3. Our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000.
4. The description of our shares of Common Stock, $.01 par value,
contained in the Registration Statement on Form 8-A that we filed with the
Securities and Exchange Commission on July 9, 1997 to register those securities
under the Securities Exchange Act of 1934.
All documents that we file pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement and 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 securities then remaining unsold, will 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
in a document incorporated by reference herein will be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document that also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded will not be deemed to constitute a part hereof except as
so modified or superseded.
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Experts
Our consolidated financial statements as of December 31, 1999 and 1998
and for the years ended December 31, 1999, 1998 and 1997 included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, have been
audited by PricewaterhouseCoopers LLP, independent auditors, as set forth in
their reports thereon included therein and incorporated herein by reference.
Those financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of PricewaterhouseCoopers LLP relating to such financial statements
(to the extent covered by consents filed with the Securities and Exchange
Commission) given upon the authority of that firm as experts in accounting and
auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article Eleventh of our
Certificate of Incorporation provides that the personal liability of our
directors is eliminated to the fullest extent permitted by the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorney's
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article Sixth of our Certificate of Incorporation provides that we will
indemnify our directors, officers, employees and agents against any and all
expenses and liabilities that they incur in connection with a proceeding by
reason of their status as director, officer, employee or agent.
We have purchased directors and officers liability insurance.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
4 Integra, Inc. 1999 Stock Option Plan
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(contained in Exhibit 5)
24 Power of Attorney (contained on signature page
of this Registration Statement)
Item 9. Undertakings.
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)(l)(i) and (a)(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 Registrant 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
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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 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 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 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 AND POWER OF ATTORNEY
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 Philadelphia, Commonwealth of Pennsylvania on this
25th day of September, 2000.
Integra, Inc.
By: /s/ Eric E. Anderson, Ph.D.
---------------------------
Eric E. Anderson, Ph.D.
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eric E. Anderson, Ph.D. and Jack N. Brown
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and 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, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
NOTICE TO SIGNATORIES
The purpose of this Power of Attorney is to give Eric E. Anderson,
Ph.D. and Jack N. Brown (each an "Agent" and together, the "Agents") the power
to execute certain documents related to this registration statement on your
behalf.
This Power of Attorney does not impose a duty on the Agents to exercise
granted powers, but when powers are exercised, they must use due care to act for
your benefit and in accordance with this Power of Attorney.
Agents may exercise the powers given here for the period during which
this registration statement is effective, even after you become incapacitated,
unless you expressly limit the duration of these powers or you revoke these
powers or a court acting on your behalf terminates the Agents' authority. A
court can take away the powers of the Agents if it finds the Agents are not
acting properly.
The powers and duties of an agent under a Power of Attorney are
explained more fully in 20 Pa. C.S. Ch. 56.
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If there is anything about this form that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.
By signing below, you are attesting that you have read or had explained
to you the above Notice and that you understand its contents.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Eric E. Anderson, Ph.D. Chief Executive Officer and Director September 25, 2000
----------------------------
Eric E. Anderson, Ph.D.
/s/ Jack N. Brown Chief Financial Officer September 25, 2000
------------------
Jack N. Brown
/s/ Shawkat Raslan Director September 25, 2000
------------------
Shawkat Raslan
/s/ Elliot Sainer Director September 25, 2000
-----------------
Elliot Sainer
/s/ Charles Henri-Weil Director September 25, 2000
-----------------------
Charles Henri-Weil
</TABLE>
The undersigned have read the above Power of Attorney and acknowledge
that each of them, respectively, is the person identified as the agent for the
principals listed above. The undersigned hereby acknowledge that in the absence
of a specific provision to the contrary in the Power of Attorney or in 20 Pa.
C.S. when they, respectively, act as agent, each of them:
(i) shall exercise the powers for the benefit of the principal;
(ii) shall exercise reasonable caution and prudence; and
(iii) shall keep a full and accurate record of all actions on behalf of
the principal.
/s/ Eric E. Anderson, Ph.D. September 25, 2000
----------------------------
Eric E. Anderson, Ph.D.
/s/ Jack N. Brown September 25, 2000
------------------
Jack N. Brown
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INTEGRA, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
-----------
<S> <C>
4 Integra, Inc. 1999 Stock Option Plan
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(contained in Exhibit 5)
24 Power of Attorney (contained on signature page
of this Registration Statement)
</TABLE>
