As filed with the Securities and Exchange Commission on June 27, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARDIOTECH INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
| Massachusetts (State or other jurisdiction of incorporation or organization) | 04-3186647 (IRS Employer Identification Number) | |
78-E Olympia Ave. Woburn, Massachusetts (Address of principal executive offices) | 01801 (Zip code) |
CardioTech International, Inc. 1996 Employee, Director and
Consultant Stock Option Plan
(Full title of the plan)
MICHAEL SZYCHER, PH.D.
CHIEF EXECUTIVE OFFICER
CARDIOTECH INTERNATIONAL, INC.
78-E OLYMPIA AVE.
WOBURN, MASSACHUSETTS 01801
(617) 933-4772
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David Selengut, Esq.
Bentzion S. Turin, Esq.
Ellenoff Grossman & Schole LLP
New York, New York 10017
(212) 370-1300
CALCULATION OF REGISTRATION FEE
| Title Of Each Class of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Offering Price Per Unit | Proposed Aggregate Maximum Offering Price | Amount Of Registration Fee | ||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value | 6,389,920(1) | $3.26(2) | $20,831,139 | $1,685.24 | ||||
This registration statement shall become effective immediately upon filing with the Securities and Exchange Commission in accordance with Section 8(a) of the Securities Act of 1933 and Rule 462 thereunder.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E of Form S-8 the contents of Registration Statement No. 333-05893 filed by the Registrant on July 12, 1996 are incorporated herein by reference. Additionally, the following documents filed by CardioTech International, Inc. ("CardioTech") with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference.
| CardioTech SEC Filings (File No. 001-11737) | Period | |
|---|---|---|
| Annual Report on Form 10-KSB | Fiscal Year ended March 31, 2003 | |
| Current Reports on Form 8-K | Filed on June 23, 2003, April 22, 2003, April 7, 2003, November 7, 2002, August 5, 2002 and July 1, 2002 | |
| Proxy Statement on Schedule 14A | Filed on October 2, 2002 |
| Gish SEC Filings (File No. 000-110728) | Period | |
|---|---|---|
| Annual Report on Form 10-KSB | Fiscal Year ended June 30, 2002 | |
| Quarterly Report on Form 10-QSB | Quarter ended September 30, 2002 | |
| Quarterly Report on Form 10-QSB | Quarter ended December 31, 2002 | |
| Proxy Statement on Schedule 14A | Filed on October 9, 2001 |
All documents filed by CardioTech with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of such filing.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.
Item 8. Exhibits.
| EXHIBIT NO. | EXHIBIT TITLE | |
|---|---|---|
| 5.1 | Opinion of Ellenoff Grossman & Schole LLP for CardioTech International, Inc., as to the legality of the securities being registered. | |
23.1 | Consent of Ernst & Young LLP, Independent Auditors | |
24.1 | Powers of Attorney |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woburn, State of Massachusetts, as of June 27, 2003
| CARDIOTECH INTERNATIONAL, INC. | |||
By: | /s/ MICHAEL SZYCHER Michael Szycher, Ph.D. President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Dr. Michael Szycher, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and on his behalf to sign, execute and file this registration statement and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and any and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ MICHAEL SZYCHER Michael Szycher | President, Chief Executive Officer and Director (Principal Executive Officer) | June 27, 2003 | ||
/s/ THOMAS LOVETT Thomas Lovett | Vice President of Finance (Principal Financial Officer) | June 27, 2003 | ||
/s/ MICHAEL ADAMS Michael Adams | Director | June 27, 2003 | ||
/s/ ANTHONY J. ARMINI Anthony J. Armini | Director | June 27, 2003 | ||
/s/ MICHAEL BARRETTI Michael Barretti | Director | June 27, 2003 |
