As filed with the Securities and Exchange Commission on June __, 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. 2000 STOCK INCENTIVE PLAN
(Full title of the plan)
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BRADLEY J. CARVER
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 Proposed maximum Amount of
registered registered offering price per share (1) aggregate offering price registration fee
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Common Stock, par value 1,000,000 shares $7.125 $7,125,000 $1,881
$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 June 7, 2000.
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EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 1,000,000 additional
shares of common stock, par value $.01 per share (the "Common Stock"), of
SafeScience, Inc. for issuance pursuant to the SafeScience, Inc. 2000 Stock
Incentive 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 Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000.
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 June 8, 2000, Mr. B. David Sandberg, who is giving an opinion
upon the validity of the securities being registered, beneficially owned 47,894
shares, and holds options to purchase an additional 8,112 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
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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
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.
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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.
**Incorporated by reference to the Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission, SEC File No. 333-35874.
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 8th day of
June, 2000.
SAFESCIENCE, INC.
By: /s/ Bradley J. Carver
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Bradley J. Carver
Chief Executive Officer, President and Treasurer
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/ Brian G.R. Hughes Chairman of the Board June 8, 2000
------------------------------------------ of Directors
Brian G.R. Hughes
/s/ Bradley J. Carver Chief Executive Officer, June 8, 2000
------------------------------------------ President, Treasurer and
Bradley J. Carver Director (Principal Executive
Officer)
/s/ David W. Dube Director June 8, 2000
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David W. Dube
/s/ Theodore J. Host Director June 8, 2000
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Theodore J. Host
/s/ John W. Burns Chief Financial Officer June 8, 2000
------------------------------------------ and Secretary (Principal
John W. Burns Financial and Accounting Officer)
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EXHIBIT INDEX
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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.
** Incorporated by reference to the Registration Statement on Form S-8, as filed
with Securities and Exchange Commission, SEC file no. 333-35874.
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