As filed with the Securities and Exchange Commission on December 31, 1998
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, NW
Norcross, Georgia 30093
(Address, including zip code, of registrant's principal executive offices)
Nonqualified Stock Options
(Full Title of Plan)
Migirdic Nalbantyan
4320 International Boulevard, NW
Norcross, Georgia 30093
(770) 806-9898
(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, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price per aggregate registration
securities to be registered registered share (1) offering price (1) fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 207,334 Not Applicable $552,188 $154.00
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated based upon the price at which the nonqualified stock options may
be exercised (7,334 shares at $2.00 per share and 200,000 shares at $2.6876
per share) to purchase the securities registered under this registration
statement pursuant to rule 457(h).
<PAGE>
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, 1997 (File No. 0-24866);
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998 (File No. 0-24866) filed
May 14, 1998, August 14, 1998 and November 16, 1998;
(c) The Company's Current Report on Form 8-K filed August 24, 1998, as
amended by Form 8-K/A filed October 26, 1998; and
(d) The description of the Registrant's Common Stock set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27, 1994 and December 20, 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 Company 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 Company (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.
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
5 Opinion of counsel as to legality of the
securities being registered
23(a) Consent of Arnall Golden & Gregory, LLP
(included in opinion filed as Exhibit 5)
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on page II-4)
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;
II-3
<PAGE>
(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 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.
[SIGNATURES ON FOLLOWING PAGE]
II-4
<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 December 11, 1998.
ISOLYSER COMPANY, INC.
By: /s/ Migirdic Nalbantyan
Migirdic Nalbantyan, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Migirdic Nalbantyan and Peter A. Schmitt, 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]
II-5
<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 December 11, 1998.
SIGNATURE TITLE
/s/ Migirdic Nalbantyan President, Chief Executive Officer and Director
Migirdic Nalbantyan (principal executive officer)
/s/ Travis W. Honeycutt Executive Vice President, Secretary and Director
Travis W. Honeycutt
/s/ Dan R. Lee Executive Vice President and Director
Dan R. Lee
/s/ Gene R. McGrevin Chairman of the Board of Directors
Gene R. McGrevin
/s/ Terence N. Furness Director
Terence N. Furness
/s/ Rosdon Hendrix Director
Rosdon Hendrix
/s/ Kenneth F. Davis Director
Kenneth F. Davis
/s/ John E. McKinley Director
John E. McKinley
/s/ Peter A. Schmitt Executive Vice President, Chief Financial Officer
Peter A. Schmitt and Treasurer (principal financial and accounting
officer)
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
_______ ___________
5* Opinion of counsel as to legality of the
securities being registered
23(a) Consent of Arnall Golden & Gregory, LLP
(included in opinion filed as Exhibit 5)
23(b)* Consent of Deloitte & Touche LLP
23(c)* Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on page II-4)
_____________________________
* Filed herewith.
ARNALL GOLDEN & GREGORY, LLP
2800 One Atlantic Center
1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309-3450
(404) 873-8500
(404) 873-8501
December 31, 1998
Isolyser Company, Inc.
4320 International Boulevard, NW
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 207,334 shares (the "Shares") of
common stock, $.001 par value, which may be issued by the Company upon the
exercise of certain stock options.
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) and the underlying stock options,
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, LLP
ARNALL GOLDEN & GREGORY, LLP
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders of Isolyser Company, Inc.
We consent to the incorporation by reference in this Registration Statement of
Isolyser Company, Inc. on Form S-8 of our report dated February 27, 1998 (March
20, 1998 as to the 7th paragraph of Note 5) appearing in the annual report on
Form 10-K of Isolyser Company, Inc. for the year ended December 31, 1997.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
December 29, 1998
Exhibit 23(c)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Microtek Medical, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Isolyser Company, Inc. pertaining to the Isolyser Company, Inc.
Nonqualified Stock Options of our report dated March 27, 1998 with respect to
the consolidated statements of earnings, stockholders' equity and cash flow of
Microtek Medical, Inc. and subsidiaries for the year ended November 30, 1995,
which report appears in the December 31, 1997 annual report on Form 10-K of
Isolyser Company, Inc.
/s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jackson, Mississippi
December 28, 1998
