<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1996
REGISTRATION NO. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________
KYZEN CORPORATION
(Exact name of Registrant as specified in its charter)
__________________
UTAH 87-0475115
(State of Incorporation) (I.R.S. Employer
Identification No.)
__________________
430 Harding Industrial Drive
Nashville, TN 37211
(615) 831-0888
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
1994 STOCK OPTION PLAN, AS AMENDED
109,702 OUTSTANDING STOCK OPTIONS
(Full title of the Plan)
__________________
Kyle J. Doyel Copy to:
430 Harding Industrial Drive Norman R. Miller, Esq.
Nashville, TN 37211 Wolin, Fuller, Ridley & Miller LLP
(Name and Address of Agent for Service) 3100 Bank One Center
(615) 831-0888 1717 Main Street
(Telephone Number, including Area Code, Dallas, Texas 75201
of Agent for Service) (214) 939-4900
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of Each of Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share/1/ Offering Price /1/ Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value per share 709,702 $3.25 $2,306,531 $795
===================================================================================================
</TABLE>
/1/ Based on the last reported sales price of the Class A Common Stock of
Kyzen Corporation as reported on the NASDAQ Small-Cap Market on September
26, 1996, pursuant to Rule 457(c) and (h).
<PAGE>
KYZEN CORPORATION
1994 STOCK OPTION PLAN, AS AMENDED
109,702 OUTSTANDING STOCK OPTIONS
______________________
709,702 SHARES
CLASS A COMMON STOCK
($.01 PAR VALUE)
______________________
Shares of Class A Common Stock covered by this Prospectus are being offered
by Kyzen Corporation (the "Company") to holders of options granted pursuant to
the Company's 1994 Stock Option Plan, as amended (the "1994 Plan"), and to
holders of 109,702 outstanding stock options previously issued to employees of
the Company. These securities have been registered under the Securities Act of
1933, as amended (the "Securities Act").
______________________
Certain officers of the Company should be aware, in the case of the grant
and exercise of options and the resale of shares acquired upon exercise of
options, of the reporting requirements applicable to them under Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and of the
six-month short-swing recapture provisions that may be applicable to them under
Section 16(b) of the Exchange Act.
The executive office of the Company is located at 430 Harding Industrial
Drive, Nashville, Tennessee 37211. Its telephone number is (615) 831-0888.
This Prospectus also covers an indeterminate number of additional shares
which may be issuable upon exercise of the options in the event of a stock
dividend, split-up of shares, recapitalization or other similar change in the
Class A Common Stock.
______________________
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
______________________
The date of this Prospectus is September 30, 1996.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Company's 1994 Stock Option Plan 1
Prior Outstanding Options 3
Certain Reporting Requirements and Resale Conditions 3
Tax Considerations 4
Incorporation of Certain Documents by Reference 4
Experts 5
Additional Information 5
</TABLE>
______________________
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates or an offer
to sell or a solicitation of an offer to buy such securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or thereof or
that the information contained or incorporated by reference herein or therein is
correct as of any time subsequent to its date.
______________________
<PAGE>
1994 STOCK OPTION PLAN
GENERAL
Kyzen Corporation (the "Company") is hereby offering shares of its Class A
Common Stock, $.01 par value (the "Class A Common Stock"), to holders of options
granted under the 1994 Plan and to holders of 109,702 outstanding stock options.
The 1994 Plan provides for the grant of both incentive stock options
("ISO"), within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, and nonqualified options. An aggregate of 600,000 shares has been
reserved for issuance under the 1994 Plan, subject to adjustment in the event of
a stock dividend, combination, or reclassification or similar event. The 1994
Plan was adopted by the Board of Directors and approved by the stockholders on
January 10, 1994. The 1994 Plan will terminate on January 10, 2004. On January
1, 1996, options for the purchase of 347,132 shares were outstanding under the
1994 Plan.
Administration
The 1994 Plan is administered by the Compensation Committee (the
"Committee") of the Board of Directors, which consists of not less than two
directors who are "disinterested persons" as defined in Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. The Committee has the authority to
grant options, to determine whether an option is to be an incentive stock option
("ISO") or a nonqualified stock option, the exercise price, the period during
which the option may be exercised, and any other terms or conditions of the
option. The Board of Directors may from time to time appoint members of the
Committee in substitution for, or in addition to, members previously appointed
and may fill vacancies in the Committee.
Eligibility
Options may be granted only to persons (the "Optionees") who, on the date
of grant, are determined by the Committee to be employees, officers, directors
and consultants of the Company. In making such determination, the Committee
shall take into account the nature of the services rendered by eligible persons,
their present and potential contributions to the Company's success and such
other factors as the Committee shall deem relevant.
If granted to an employee, an option may at the time of grant be designated
an ISO within the meaning of the provisions of Section 422 of the Internal
Revenue Code, as amended (the "Code"). The aggregate fair market value
(determined as of the time the option is granted) of the stock for which an
eligible employee may be granted an ISO in any calendar year may not exceed
$100,000, plus any "unused limit carryover" to such year.
Option Price
The purchase price per share of the Class A Common Stock covered by each
option shall be established by the Committee, but shall be not less than the
fair market value of a share of Class A Common Stock on the date the option is
granted. In the case of an employee who, at the time the option is granted, owns
Class A Common Stock possessing more than 10% of the total combined voting power
of all classes of capital stock of the Company (a "10% Holder"), the exercise
price per share of each option covered by any ISO shall be not less than 110% of
the fair market value per share of the Class A Common Stock on the date the ISO
is granted.
Term and Exercise of Options
The term of each option shall be fixed by the Committee but shall not
exceed ten years from the date of grant. The term of an ISO granted to a 10%
Holder shall be no more than five years from the date of grant.
<PAGE>
An ISO shall not be exercisable by the Optionee while there is outstanding
any other ISO which was earlier granted to such Optionee.
The holder of an option may pay the option price in (1) cash, (2) check,
(3) other shares of the Company, (4) authorization for the Company to retain
from the total number of shares to be issued that number of shares having a fair
market value on the date of exercise equal to the exercise price for the total
number of shares, (5) irrevocable instructions to a broker to deliver to the
Company the amount of sale or loan proceeds required to pay the exercise price,
(6) delivery of an irrevocable subscription agreement for the shares which
irrevocably obligates the option holder to take and pay for shares not more than
12 months after the date of the delivery of the subscription agreement, (7) any
combination of the foregoing methods of payment, or (8) other consideration or
method of payment for the issuance of shares as may be permitted under
applicable law. The options are non-transferable except by will or by the laws
of descent and distribution. Upon dissolution, liquidation, merger, sale of
stock or sale of substantially all assets, outstanding options, notwithstanding
the terms of the grant, will become exercisable in full at least 10 days prior
to the transaction. The Stock Option Plan is subject to amendment or termination
at any time and from time to time, subject to certain limitations.
The Stock Option Plan provides for the formula grant at fair market value
on the date of the grant of 5,000 options to each Director upon initial election
to the Board of Directors, and 5,000 options to each Director upon re-election
to the Board of Directors.
Non-Transferability; Termination
Options granted under the 1994 Plan are not transferable, except by will or
by the laws of descent and distribution. An Optionee who terminates his
relationship with the Company or a subsidiary may exercise his option to the
extent the option was exercisable at the time of termination of his employment
or service as a director at any time within 90 days after such termination but
not more than ten years after the date on which such option was granted or the
expiration of the option, if earlier (five years in the case of a 10% Holder).
However, if the position of an Optionee is terminated by the Company or a
subsidiary for cause, or if the Optionee terminates his employment or position
voluntarily and without the consent of the Company or a subsidiary, the option
granted to such person to the extent not theretofore exercised will terminate
immediately.
Death or Disability
If an Optionee dies or becomes permanently and totally disabled while
employed by the Company or a subsidiary, the period of exercise of the option
will be extended to nine months after the date of death or the date of the
permanent and total disability of the Optionee, but in either case not more than
ten years after the date the option was granted or beyond the expiration date of
the option, if earlier. In the event that an Optionee's option is exercisable in
installments, upon the Optionee's death or permanent and total disability at any
time subsequent to the first anniversary of the grant of the option, the option
will be exercisable as to all shares remaining subject to option.
Adjustments Upon Changes in Capitalization
The option price and the number of shares as to which an option shall be
exercisable at any time will be adjusted in the event of changes in the
outstanding Class A Common Stock of the Company by reason of a stock dividend,
stock split, recapitalization, merger, consolidation, combination or exchange of
shares, spin-off, reorganization, liquidation or similar event.
2
<PAGE>
Termination and Amendment of the Plan
The Board of Directors may, at any time prior to termination of the 1994
Plan, suspend, terminate, modify or amend the 1994 Plan; provided that an
increase in the aggregate number of shares reserved for issuance upon the
exercise of options, any reduction in the purchase price of the shares covered
by an option, any extension of the period during which options may be granted or
exercised, or any material modification in the requirements as to eligibility
for participation in the 1994 Plan shall be subject to the approval of
stockholders.
PRIOR OUTSTANDING OPTIONS
The Company has outstanding stock options to employees to purchase 109,702
shares of Class A Common Stock at an average exercise price of $0.188 per share.
These options expire in June 2002 through January 2004.
CERTAIN REPORTING REQUIREMENTS AND RESALE CONDITIONS
Section 16 - Reporting Requirements; Short Swing Profits Liability
The reporting requirements of Section 16(a) under the Exchange Act and the
"short swing profits" provisions of Section 16(b) under the Exchange Act may be
applicable to certain holders of options under the Plan or otherwise who acquire
shares of Class A Common Stock or who sell shares of Class A Common Stock
acquired. These provisions of the law will be applicable to each person who is a
beneficial owner, directly or indirectly, of 10% of any class of registered
equity security of the Company, or who is an officer or director of the Company.
Under Section 16(a) of the Exchange Act, each such person will be required to
file a report with the Securities and Exchange Commission (the "Commission")
upon becoming such beneficial owner, officer or director, and a further
statement within ten days from the close of any calendar month during which any
change in such person's beneficial ownership shall occur. Under Section 16(b) of
the Exchange Act, any such beneficial owner, officer or director may be held
liable for the amount of all profits resulting from the sale and purchase, or
purchase and sale, of equity securities of the Company within any period of less
than six months.
Affiliate Status - Rule 144
In addition to the foregoing, certain holders of options under the Plan or
otherwise may be deemed to be "affiliates" of the Company, within the meaning of
Rule 144 under the Securities Act, because of their position in the Company and
their stock ownership and, as a result, may be subject to certain restrictions
in connection with the sale of shares of Class A Common Stock acquired upon
exercise of the options. Generally, Rule 144 provides that an "affiliate" is a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company and
that, unless otherwise exempt from the sale provisions of Rule 144, such person
may only sell shares of Class A Common Stock acquired under the Plan if (i) the
Company is current with respect to its filing requirements with the Commission,
(ii) the amount of shares to be sold does not exceed the quantity limitations
set forth in Rule 144, (iii) the sale is executed through a broker in an
ordinary brokerage transaction or a market marker in such securities, and (iv)
an appropriate reporting form (Form 144) has been filed by such person with the
Commission before or concurrently with the sale of such shares. Under Rule
144(k), if any such persons cease to be an affiliate, they may sell such shares
after three months if a period of three years has elapsed from the date the
shares were acquired, without regard to the value depreciation, manner of sale,
notice or current public information requirements of the Rule. The Company is
not obligated to provide any registration for resale of Class A Common Stock.
Because of the complex legal questions and potential liabilities involved in
connection with the purchase or sale of any Class A Common Stock that may be
acquired upon exercise of the options, each person acquiring shares of Class A
Common Stock should consult his or her personal legal advisor prior to any
acquisition or sale of such Class A Common Stock.
3
<PAGE>
TAX CONSIDERATIONS
Options that are presently outstanding or subsequently granted under the
1994 Plan, if granted to employees of the Company or a subsidiary and are so
designated, constitute ISOs under Section 422 of the Code, and options that may
be granted under, are outstanding, or that may be subsequently granted to non-
employees and are so designated, will constitute options that are not qualified
under Section 422 of the Code ("Nonqualified Options").
Under the applicable provisions of the Code, the holder of a Nonqualified
Option granted under the 1994 Plan realizes no taxable income upon receipt of
the option but will realize compensation upon the exercise of any such option,
taxable as ordinary income to the extent that the fair market value on the date
of exercise exceeds the option price. The Company is entitled to a deduction
from income in an equal amount at the same time the Optionee realizes such
income.
The holder of an ISO granted under the 1994 Plan, if the conditions of
Section 422 of the Code are satisfied, including certain employment
requirements, will realize no taxable income upon receipt or exercise of such
option (subject to certain alternative minimum tax consequences described below)
and any difference between the option price and the amount received on a
subsequent sale of the shares acquired through the exercise of such option will
constitute capital gain or loss, assuming the holder held the shares as a
capital asset. The Company will not be allowed an income tax deduction in
connection with the granting or exercise of such option. However, in order to
obtain the full tax benefits of Section 422, an employee exercising an ISO,
except in the case of death, may not dispose of the shares acquired upon the
exercise of such option within two years from the date the option is granted to
him and must hold such shares for at least one year after the transfer of such
shares to him. If such holding period requirements are not met, the gain, if
any, realized by such employee will be taxed as ordinary income for the taxable
year of disposition to the extent of the difference between the option price and
the fair market value of the shares on the date the option was exercised, and
the Company will be entitled to a deduction from income for tax purposes in an
equal amount at the time the employee realizes such ordinary income. Any
additional gain will be taxable to the employee as capital gain and will have no
tax effect on the Company.
Upon exercise of an ISO, the difference between the option price and the
fair market value of shares acquired upon the exercise of such option is an
alternative minimum tax preference to the exercising employee includable for
purposes of making the alternative minimum tax calculation for the year in which
the ISO was exercised. The alternative minimum tax is payable only if it exceeds
the exercising employee's regular tax.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, and is not qualified under Section 401(a) of
the Code.
Since the fact situation concerning each individual participant in the Plan
may differ, each participant should consult his or her own tax advisor only with
respect to the federal income tax consequences of the grant or exercise of an
option and with respect to any state tax law consequence.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents:
(a) The Company's Registration Statement on Form SB-2 (File No. 33-91854-
A), which was declared effective by the Commission on August 4, 1995,
pursuant to the Securities Act.
(b) The Company's Form 10-Q for the fiscal quarter ended March 31, 1996.
(c) The description of the Class A Common Stock of the Company
incorporated by reference in its Registration Statement on Form 8-A (File No.
0-26434), as amended, which was declared effective by the Commission on
August 4, 1995, pursuant to Section 12(b) and (g) of the Exchange Act.
4
<PAGE>
All documents filed with the Commission by the Company subsequent to the
date of this Prospectus pursuant to Section 13, 14, or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in this Prospectus
or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
EXPERTS
The financial statements and schedules for each of the three years in the
period ended December 31, 1995 which are incorporated by reference in this
Prospectus have been audited by Price Waterhouse LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm
as experts in giving said reports.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company with the Commission may be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, DC 20549, and
at the regional offices of the Commission located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 65064, and 7
World Trade Center, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, Washington, DC 20549, at
prescribed rates.
The Company has filed with the Commission a registration statement on
Form S-8 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act with respect to the
Plan and the shares of Class A Common Stock offered hereby. This Prospectus
does not contain all of the information set forth in the Registration
Statement. Any statements contained herein concerning the contents of any
document (including the Plan) are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit
to the Registration Statement or incorporated therein by reference. Each such
statement is qualified in its entirety by such reference. For further
information, reference is hereby made to the Registration Statement.
Any person receiving a copy of this Prospectus may obtain, without
charge, upon written or oral request, a copy of (i) any of the documents
incorporated by reference herein, except for the exhibits to such documents,
and (ii) any documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. Requests may be directed to: Benjamin D. Wolfley,
Treasurer, Kyzen Corporation, 430 Harding Industrial Drive, Nashville,
Tennessee 37211; telephone number (615) 831-0888; telecopy number (615) 831-
0889.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents hereto filed or to be filed by Kyzen Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(a) The Company's Registration Statement on Form SB-2 (File No. 33-91854-
A), which was declared effective by the Commission on August 4, 1995.
(b) The Company's Form 10-Q for the fiscal quarter ended March 31, 1996.
(c) The description of the Common Stock of the Company incorporated by
reference in its Registration Statement on Form 8-A (File No. 0-26434), as
amended, which was declared effective by the Commission on August 4, 1995.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective dates of
filing of such 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.
Under Utah law and the Company's Bylaws, an officer or director of the
Company is entitled to indemnification from the Company against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with a pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative. No director of the Company is liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Company or its shareholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of laws; (iii) under
Utah General Corporation Law; or (iv) for any transaction from which the
director derives an improper personal benefit.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
ITEM 8. Exhibits.
The documents listed below are filed as exhibits to this Registration
Statement.
Exhibit No. Description
----------- -----------
5 Opinion of Wolin, Fuller, Ridley & Miller LLP
23.1 Consent of Wolin, Fuller, Ridley & Miller LLP (included
in opinion filed as Exhibit 5)
23.2 Consent of Price Waterhouse LLP
ITEM 9. Undertakings.
The undersigned Registrant hereby undertakes:
(9) 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; (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; and (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 (l)(1) and (l)(2) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Sections 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(10) That, for the purpose of determining any liability under the
Securities 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 that time shall be deemed to be the
initial bona fide offering thereof;
(11) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination
of the offering; and
(12) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Sections 13(a) or
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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the provisions described in Item 6 of this Registration Statement,
or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Nashville, State of Tennessee, on the 26th day of
September, 1996.
KYZEN CORPORATION
By:/s/ KYLE J. DOYEL
_____________________________________
Kyle J. Doyel
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- ---------------------------------- ------------------
<S> <C> <C>
/s/ KYLE J. DOYEL September 26, 1996
- --------------------- President, CEO and Director
Kyle J. Doyel (Principal Executive Officer)
/s/ BENJAMIN D. WOLFLEY
____________________ Treasurer (Principal Financial September 26, 1996
Benjamin D. Wolfley and Accounting Officer)
/s/ MICHAEL L. BIXENMAN
____________________ Chairman of the Board, September 26, 1996
Michael L. Bixenman Vice President and Director
/s/ THOMAS M. FORSYTHE
____________________ Vice President and Director September 26, 1996
Thomas M. Forsythe
/s/ JOHN A. DAVIS, III
____________________ Director September 26, 1996
John A. Davis, III
/s/ PETER J. MURPHY
____________________ Director September 26, 1996
Peter J. Murphy
/s/ LARRY A. LOFGREEN
____________________ Director September 26, 1996
Larry A. Lofgreen
/s/ JAMES R. GORDON
____________________ Director September 26, 1996
James R. Gordon
</TABLE>
3
<PAGE>
September 26, 1996
Kyzen Corporation
430 Harding Industrial Drive
Nashville, Tennessee 37211
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Kyzen Corporation, a Utah corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of an aggregate of 600,00 shares (the
"Shares") of Class A Common Stock, $.01 par value (the "Class A Common Stock"),
of the Company under the Company's 1994 Stock Option Plan, as amended (the "1994
Plan"), and 109,702 outstanding stock options for certain officers, directors
and employees of the Company. A registration statement on Form S-8 (the
"Registration Statement") covering the issuance and sale of the Shares from time
to time upon exercise of stock options pursuant to the Plan is being filed under
the Securities Act with the Securities and Exchange Commission (the
"Commission") as of the date of this opinion.
In reaching the conclusions expressed in this opinion, we have examined
executed copies of the Registration Statement and all exhibits thereto. We have
also examined and relied upon the original, or copies certified to our
satisfaction, of (i) the Restated Articles of Incorporation of the Company and
the Bylaws, (ii) minutes and records of the corporate proceedings of the Company
with respect to the issuance of the Shares and related matters, (iii) the 1994
Plan, (iv) outstanding stock option agreements, and (v) such other agreements
and instruments relating to the Company as we deem necessary or appropriate for
the purposes of the opinion expressed herein. In rendering such opinion, we have
made such further investigation and inquiries relevant to the transactions
contemplated by the Registration Statement as we have deemed necessary to the
opinion expressed herein, and have relied, to the extent we deemed reasonable,
on certificates and certain other information provided to us by officers of the
Company and public officials as to matters of fact of which the maker of such
certificate or the person providing such other information had knowledge.
Furthermore, in rendering our opinion, we have assumed that the signatures on
all documents examined by us are genuine, that all documents and corporate
record books submitted to us as original are accurate and complete, and that all
documents submitted to us as copies are true, correct and complete copies of the
originals thereof.
In issuing the opinion hereinafter expressed, we do not purport to be
experts in the laws of any jurisdiction other than the United States of America.
Based upon the foregoing and subject to the qualifications, exceptions,
assumptions and limitations set forth, we are of the opinion that the shares of
Class A Common Stock issuable upon exercise of options granted under the 1994
Plan and upon exercise of the 109,702 outstanding stock options have been duly
authorized and, when issued by the Company upon payment of the exercise price,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
WOLIN, FULLER, RIDLEY & MILLER LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Kyzen Corporation of our report dated January 30, 1996
appearing on page 17 of the Form 10-KSB of Kyzen Corporation.
Price Waterhouse
Nashville, TN
September 26, 1996
