As filed with the Securities and Exchange Commission on June 24, 1999
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
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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)
1999 Long-Term Incentive Plan
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,200,000 $3.944 $4,612,800 $1,283.00
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 (c) and (h) based on the average of the bid and asked price of
the Company's Common Stock on June 21, 1999, as reported by The Nasdaq
Stock Market.
</TABLE>
840108v1
<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, 1998, as amended (File No. 0-24866);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999 (File No. 0-24866) filed May 14, 1999; and
(c) 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.
II-2
<PAGE>
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
5 Opinion of counsel as to legality of the
securities being registered
10(a) 1999 Long-Term Incentive Plan (incorporated by
reference to Exhibit A to the Company's Schedule
14A filed with the Commission on April 19, 1999)
23(a) Consent of Arnall Golden & Gregory, LLP
(included in opinion filed as Exhibit 5)
23(b) Consent of Deloitte & Touche LLP
24 Power of Attorney (included on page II-5)
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 June 23, 1999.
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 June 23, 1999.
SIGNATURE TITLE
/s/ MIGIRDIC NALBANTYAN President, Chief Executive Officer and
Migirdic Nalbantyan Director (principal executive officer)
/s/ TRAVIS W. HONEYCUTT Executive Vice President, Secretary and
Travis W. Honeycutt Director
/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
Director
Rosdon Hendrix
/s/ KENNETH F. DAVIS Director
Kenneth F. Davis
Director
John E. McKinley
Director
Ronald L. Smorada
/s/ PETER A. SCHMITT Executive Vice President, Chief Financial
Peter A. Schmitt Officer and Treasurer (principal financial
and accounting officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5* Opinion of counsel as to legality of the
securities being registered
10(a) 1999 Long-Term Incentive Plan (incorporated by
reference to Exhibit A to the Company's Schedule 14A
filed with the Commission on April 19, 1999)
23(a) Consent of Arnall Golden & Gregory, LLP
(included in opinion filed as Exhibit 5)
23(b)* Consent of Deloitte & Touche LLP
24 Power of Attorney (included on page II-5)
- -------------------
* Filed herewith.
840108v1
ARNALL GOLDEN & GREGORY, LLP
2800 One Atlantic Center
1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309-3450
(404) 873-8500
(404) 873-8501
June 23, 1999
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 1,200,000 shares (the "Shares") of
common stock, $.001 par value, which may be issued by the Company in accordance
with Awards granted under your 1999 Long-Term Incentive Plan (the "LTIP").
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 LTIP, 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
/s/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 March 22, 1999 appearing
in the annual report on Form 10 -K /A of Isolyser Company, Inc. for the year
ended December 31, 1998.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 23, 1999
