Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISOLYSER COMPANY, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1746149
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4320 INTERNATIONAL BOULEVARD, N.W.
NORCROSS, GEORGIA 30093
(Address, including zip code, of registrant's principal executive
offices)
STOCK OPTION PLAN
(Full Title of Plan)
ROBERT L. TAYLOR
4320 INTERNATIONAL BOULEVARD, N.W.
NORCROSS, GEORGIA 30093
(770) 381-7566
(Name and address, including zip code, and telephone number,
including area code,of agent for service)
COPY TO:
STEPHEN D. FOX, ESQ.
ARNALL GOLDEN & GREGORY
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
________________________________________________________________________________________
Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $10.25 $20,500,000.00 $7068.97
$.001 par value
________________________________________________________________________________________
</TABLE>
(1) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) and (h) and based
upon the average of the high and low prices of the Company's
Common Stock on August 27, 1996, as reported by The
Nasdaq Stock Market.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-24866);
(b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996 (File No. 0-
24866) filed May 15, 1996 and August 14, 1996, respectively; and
(c) The description of the Registrant's Common Stock set
forth in the Registrant's Form 8-A Registration Statement (File
No. 0-24866) filed September 27, 1996.
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, as amended (the "Exchange Act") after the filing
hereof and prior to a filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which de-registers all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to Sections 14-2-851 through 14-2-857 of the Georgia
Business Corporation Code, as amended, the directors, officers,
employees and agents of the Corporation may, and in some cases
must, be indemnified by the Company under certain circumstances
against expenses and liabilities incurred by or imposed upon them
as a result of actions, suits or proceedings brought against them
as directors, officers, employees and agents of the Corporation
(including actions, suits or proceedings brought against them for
violations of the federal securities laws). Article Nine of the
Company's Bylaws provides for indemnifications of directors to
the fullest extent permitted by the Georgia Business Corporation
Code. These provisions generally mirror Sections 14-2-851
through 14-2-857 of the Georgia Business Corporation Code.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers or persons controlling the Company pursuant
to the foregoing provisions of the Georgia Business Corporation
Code and the Company's Bylaws, the Company has been informed that
indemnification is considered by the Securities and Exchange
Commission to be against public policy and therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
3.1 Articles of Incorporation of
Isolyser Company, Inc.*
3.2 Amended and Restated By-laws of
Isolyser Company, Inc.*
3.3 First Amendment to the Amended and
Restated By-laws of Isolyser Company, Inc.**
5 Opinion of counsel as to legality of
the securities being registered
23.1 Consent of Arnall Golden &
Gregory (included in opinion
filed as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (Included on signature page)
_____________________________
* Incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 33-83474)
** Incorporated by reference to the Company's Current Report on
Form 8-K filed with the Commission
on July 29, 1996.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes as follows:
(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 Act;
(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
aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above 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(a) or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Act, 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 the 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.
(4) That, for purposes of determining any liability under the
Act each filing of the registrant'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 this 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.
(5) Insofar as indemnification for liabilities arising under
the Act 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 manner 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.
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURES
In accordance with 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 of filing on Form
S-8 and authorized this registration statement to be signed on
its behalf by the undersigned, in the City of Atlanta, State of
Georgia, on August 29, 1996.
ISOLYSER COMPANY, INC.
By:/s/ Robert L. Taylor
_____________________________________
Robert L. Taylor, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Robert L. Taylor and C.
Fred Harlow, and each of them, as 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 (including
post-effective amendments) 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, and
each of them, 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 either of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
[ADDITIONAL SIGNATURES ON FOLLOWING PAGE]
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 was signed by the
following persons in the capacities indicated on August 29, 1996.
SIGNATURE TITLE
/s/ Robert L. Taylor President, Chief Executive Officer
__________________________ and Chairman of the Board of Directors
Robert L. Taylor (principal executive officer)
/s/ Travis W. Honeycutt Executive Vice President,
__________________________ Secretary and Director
Travis W. Honeycutt
/s/ C. Fred Harlow Senior Vice President of Finance, Chief
__________________________ Financial Officer, Treasurer and Director
C. Fred Harlow (principal financial and accounting officer)
/s/ Rosdon Hendrix Director
__________________________
Rosdon Hendrix
/s/ Jamal Silim Director
__________________________
Jamal Silim
Director
_________________________
Kenneth F. Davis
EXHIBIT 5
August 29, 1996
Isolyser Company, Inc.
4320 International Boulevard, N.W.
Norcross, Georgia 30093
RE: Registration Statement on Form S-8
Gentlemen:
We have acted as your counsel in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement")
filed by you with the Securities and Exchange Commission covering
2,000,000 shares (the "Shares") of common stock, $.001 par value,
which may be issued by the Company upon the exercise of stock
options under its Stock Option Plan and otherwise.
In so acting, we have examined and relied upon such records,
documents and other instruments as in our judgment are necessary
or appropriate in order to express the opinion hereinafter set
forth and have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the
Shares, when issued and delivered in the manner and on the terms
described in the Registration Statement (after it is declared
effective), will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the general rules and regulations
thereunder.
Very truly yours,
ARNALL GOLDEN & GREGORY
ARNALL GOLDEN & GREGORY
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of Isolyser Company, Inc.
Norcross, Georgia
We consent to the incorporation by reference in this Registration
Statement of Isolyser Company, Inc. (the "Company") on Form S-8
of our report dated February 9, 1996 (March 26, 1996 as to Note
13) appearing in the annual report on Form 10-K of the Company
for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
August 29, 1996
