As filed with the Securities and Exchange Commission on April 28, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SAFESCIENCE, INC.
(Exact name of Issuer as Specified in its charter)
NEVADA 33-0231238
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PARK SQUARE BUILDING
31 ST. JAMES AVENUE, 8TH FLOOR
BOSTON, MASSACHUSETTS 02116
(Address of Principal Executive Offices, Zip Code)
SAFESCIENCE, INC. 1998 STOCK OPTION PLAN
(Full title of the plan)
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DAVID PLATT, PH.D.
SAFESCIENCE, INC.
PARK SQUARE BUILDING
31 ST. JAMES AVENUE, 8TH FLOOR
BOSTON, MASSACHUSETTS 02116
(Name and address of agent for service)
(617) 422-0674
(Telephone number, including area code, of agent for service)
Copies to:
CHERYL REICIN, ESQ.
MCDERMOTT, WILL & EMERY
50 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 547-5400
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CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered price per share(1) aggregate offering price registration fee
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Common Stock, par value 600,000 shares $9.96875 $5,981,250 $1,580
$0.01 share
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933 on
the basis of the average of the high and low prices of the Common Stock
as reported on the NASDAQ Stock Exchange on April 27, 2000.
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EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 600,000 additional
shares of common stock, par value $.01 per share (the "Common Stock"), of
SafeScience, Inc. for issuance pursuant to the SafeScience, Inc. 1998 Stock
Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company, each as filed with the
Securities and Exchange Commission, are incorporated as of their respective
dates in this Registration Statement by reference:
o Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
o All other reports pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since December
31, 1999.
o The description of Common Stock contained in the
Registration Statement on Form 10 as filed with the
Securities and Exchange Commission, SEC file no.
0-26476
Annual Reports on Form 10-K subsequently filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, and all reports and other
documents subsequently filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, will be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
respective date of filing of each of those documents until the filing of a
post-effective amendment to this Registration Statement which indicates either
that all securities offered by this Registration Statement have been sold or
which deregisters all of the securities under this Registration Statement then
remaining unsold. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement will be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes that statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
As of April 28, 2000, Mr. B. David Sandberg, who is giving an opinion
upon the validity of the securities being registered, beneficially owns 48,394
shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Nevada.
Section 78.7502 of the Nevada General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys, fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner in
which he reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
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reasonable cause to believe his conduct was unlawful. Section 78.7502 further
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. In the case of any action by or in the
right of the corporation, no indemnification may be made for any claim, issue or
matter as to which such person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation, or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which such action or suit was brought or
another court of competent jurisdiction determines that in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. Section 78.7502 further
provides that to the extent a director, officer, employee or agent of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
The bylaws of the Company provide that the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened or pending action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, his testator, or
intestate is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a member of any committee or similar body against all expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding (including appeals) or the defense or settlement thereof or any
claim, issue, or matter therein, to the fullest extent permitted by the laws of
Nevada as they may exist from time to time. The bylaws also provide that the
proper officers of the Company without further authorization by the Board of
Directors, may in their discretion purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent for another corporation, partnership, joint venture, trust or
other enterprise, against any liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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*3.1 Articles of Incorporation of Alvarada, Inc.
*3.2 Amendment to the Articles of Incorporation dated March 1, 1995.
*3.3 Amendment to the Articles of Incorporation dated March 3, 1995.
*3.4 Amendment to the Articles of Incorporation dated March 23, 1995.
3.5 Certificate of Amendment of Articles of Incorporation of IGG
International, Inc. dated January 16, 1998.
3.6 Certificate of Amendment of Articles of Incorporation of SafeScience,
Inc. dated January 24, 2000.
*3.7 Bylaws of Alvarada, Inc.
*4.1 Specimen Stock Certificate
5.1 Opinions (including consent) of B. David Sandberg, Esq. as to the
legality of the securities being offered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of B. David Sandberg, Esq. (included in Exhibit 5.1)
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24.1 Power of Attorney (included on signature page).
* Incorporated by reference to the Registration Statement on Form 10, as filed
with the Securities and Exchange Commission, SEC file no. 0-26476.
ITEM 9. UNDERTAKINGS.
The Company undertakes:
o to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement 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;
o 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 relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offer thereof;
o 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;
o that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934,
and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934, 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; and
o insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the
Company 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 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 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
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 Boston, State of Massachusetts, on the 26th day of
April, 2000.
SAFESCIENCE, INC.
By: /s/ David Platt
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David Platt, Ph.D
Chairman, Chief Executive Officer and Secretary
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Bradley J. Carver and John W. Burns, and each of them, with full power of
substitution and full power to act without the other, his true and lawful
attorney-in-fact and agent in his name, place and stead, to execute in the name
and on behalf of such person, individually and in each capacity stated below,
and to file any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
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Signature Title Date
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/s/ David Platt, Ph.D. Chairman of the Board April 26, 2000
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David Platt, Ph.D. of Directors, Chief Executive
Officer and Secretary (Principal
Executive Officer)
/s/ Bradley J. Carver Director April 26, 2000
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Bradley J. Carver
/s/ David W. Dube Director April 26, 2000
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David W. Dube
/s/ Theodore J. Host Director April 26, 2000
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Theodore J. Host
/s/ Brian G.R. Hughes Director April 26, 2000
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Brian G.R. Hughes
/s/ John W. Burns Chief Financial Officer April 26, 2000
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John W. Burns (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description Page No.
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*3.1 Articles of Incorporation of Alvarada, Inc.
*3.2 Amendment to the Articles of Incorporation
dated March 1, 1995.
*3.3 Amendment to the Articles of Incorporation
dated March 3, 1995.
*3.4 Amendment to the Articles of Incorporation
dated March 23, 1995.
3.5 Certificate of Amendment of Articles of
Incorporation of IGG International, Inc. dated
January 16, 1998.
3.6 Certificate of Amendment of Articles of
Incorporation of SafeScience, Inc. dated
January 24, 2000.
*3.7 Bylaws of Alvarada, Inc.
*4.1 Specimen Stock Certificate
5.1 Opinions (including consent) of B. David Sandberg, Esq.
as to the legality of the securities being offered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of B. David Sandberg, Esq. (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page).
* Incorporated by reference to the Registration Statement on Form 10, as filed
with the Securities and Exchange Commission, SEC file no. 0-26476.
EXHIBIT 3.5
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
IGG International, Inc.
We the undersigned Bradley J. Carver and David Platt of IGG
International, Inc. do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 22nd day December, 1997, adopted a resolution to amend the
original articles as follows:
Article 1 is hereby amended to read as follows: The exact name of the
Corporation is SafeScience, Inc.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 11,696,278 that the
said change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Bradley J. Carver
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President or Vice President
/s/ David Platt
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Secretary or Assistant Secretary
State of Massachusetts )
) ss.:
County of Suffolk )
On January 9, 1998 personally appeared before me, a Notary Public,
Bradley J. Carver, who acknowledged that he executed the above instrument.
/s/ B. David Sandberg
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Signature of Notary
[NOTARY STAMP OR SEAL]
*Only the President or Vice President's signature need to be acknowledged.
FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JANUARY 16, 1998
NO. C2421-87
/s/ Dean Heller
DEAN HELLER, SECRETARYOF STATE
EXHIBIT 3.6
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR PROFIT NEVADA CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: SafeScience, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Please see ATTACHMENT "A"
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 11,750,500.*
4. Signatures:
/s/ Bradley J. Carver /s/ David Platt
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President or Vice President Secretary or Asst. Secretary
(acknowledgement required) (acknowledgement not required)
State of: Massachusetts
County of: Middlesex
This instrument was acknowledged before me on January 13, 2000, by Bradley J.
Carver as President as designated to sign this certificate of SafeScience, Inc.
/s/ B. David Sandberg
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Notary Public Signature
* If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
FILED # C2421-87
JANUARY 24, 2000
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
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ATTACHMENT "A"
Article Four to the Articles of Incorporation is amended to read in its entirety
as follows: "The maximum number of shares of all classes which the corporation
is authorized to have outstanding is one hundred five million (105,000,000)
shares, consisting of one hundred million (100,000,000) shares of Common Stock,
par value $.01 per share; and five million (5,000,000) shares of Preferred
Stock, par value $.01 per share. The holders of preferred stock shall have such
rights, preferences and privileges as may be determined, prior to the issuance
of such shares, by the Board of Directors."
EXHIBIT 5.1
April 28, 2000
SafeScience, Inc.
Park Square Building, 8th Floor
31 St. James Avenue
Boston, Massachusetts 02116
Re: 600,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock"),
to be issued pursuant to the SafeScience, Inc. 1998 Stock Option Plan
(the "Plan").
Dear Ladies and Gentlemen:
I have acted as counsel for SafeScience, Inc. (the "Company"). The
Company is presently engaged in the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 600,000 shares of Common Stock to be
issued pursuant to the Plan.
In arriving at the opinions expressed below I have examined the
Registration Statement, the Plan, and such other documents as I have deemed
necessary to enable me to express the opinions hereinafter set forth. In
addition, I have examined and relied, to the extent I deemed proper, on
certificates of officers of the Company as to factual matters, on the originals
or copies certified or otherwise identified to my satisfaction of all such
corporate records of the Company and such other instruments and certificates of
public officials and other persons as I have deemed appropriate. In my
examination, I have assumed the authenticity of all documents submitted to me as
originals, the conformity to the original documents of all documents submitted
to me as copies, and the genuineness of all signatures on documents reviewed by
me and the legal capacity of natural persons.
Based upon and subject to the foregoing, I am of the opinion that the
Common Stock, when sold, issued and paid for in accordance with the terms of the
Plan and the Registration Statement, will be legally issued, fully paid and
non-assessable.
I am admitted to the Bar of the Commonwealth of Massachusetts. I
express no opinion as to the laws of any jurisdiction other than the laws of the
Commonwealth of Massachusetts, the General Corporation Law of the State of
Nevada and the Federal laws of the United States of America. I also note that I
have not represented the Company in connection with the preparation and filing
of the Registration Statement.
I hereby consent to all references to my firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement.
Very truly yours,
/s/ B. David Sandberg
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 23, 2000
included in SafeScience, Inc.'s Form 10-K for the year ended December 31, 1999
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 28, 2000
