UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OURPET’S COMPANY
(Exact name of registrant as specified in its charter)
| Colorado | 34-1480558 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
| 1300 East Street, Fairport Harbor, OH | 44077 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2008 Stock Option Plan
(Full Title of the Plan)
| Copy to: | ||
| Steven Tsengas | Connie S. Carr, Esq. | |
| Chairman, President and CEO | Kohrman Jackson & Krantz P.L.L. | |
| OurPet’s Company | 1375 East 9th Street, 20th Floor | |
| 1300 East Street | Cleveland, Ohio 44114 | |
| Fairport Harbor, Ohio 44077 | 216-696-8700 | |
| (440) 354-6500 | ||
(Name, address, telephone number, including area code of agent for service)
Calculation of Registration Fee
Title of securities to be registered | Amount to be registered(1) | Proposed maximum per share | Proposed maximum offering price | Amount of registration fee | ||||
Common Stock, without par value | 1,000,000 shares | $0.46(2) | $460,000 | $18.08 | ||||
| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this registration statement shall cover any additional shares of common stock which become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of outstanding shares of common stock of the Company. |
| (2) | Estimated solely for the purpose of computing the registration fee upon the basis of fluctuating market prices pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price was determined by averaging the high and low prices of the Company’s shares of common stock, as reported on the OTC Bulletin Board on June 17, 2008. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given to participants in the 2008 Stock Option Plan of OurPet’s Company (the “Plan”) pursuant to Rule 428(b)(1) issued by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by OurPet’s Company, a Colorado corporation (the “Company”), with the Commission are hereby incorporated by reference in this Registration Statement:
| (a) | The Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007; |
| (b) | The Company’s Proxy Statement filed with the Commission on May 7, 2008; |
| (c) | The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008; |
| (d) | The Company’s Current Report on Form 8-K dated April 28, 2008; |
| (e) | The description of the Company’s Common Stock contained in its Registration Statement on Form 10-SB dated January 8, 2001 (File No. 000-31279), as amended, filed with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and |
| (f) | All reports and documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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. |
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
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| Item 6. | Indemnification of Directors and Officers. |
Certain provisions of the Colorado Business Corporation Act, the Company’s Articles of Incorporation, as amended, the Company’s Bylaws, the Indemnification Agreement between the Company and each director, and certain other contracts provide that in certain cases, officers and directors of the Company will be indemnified by the Company against certain costs, expenses and liabilities which such officer or director may incur in his or her capacity as such.
| Item 7. | Exemption From Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
| 4.1 | 2008 Stock Option Plan of OurPet’s Company (incorporated by reference to Annex A to the Company’s Proxy Statement filed with the Commission on May 7, 2008) | |
| 5.1 | Opinion of Kohrman Jackson & Krantz P.L.L. | |
| 23.1 | Consent of S. R. Snodgrass, A. C. | |
| 23.2 | Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion filed as Exhibit 5.1) | |
| 24.1 | Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein | |
| Item 9. | Undertakings. |
| (a) | The Company hereby undertakes: |
(1) To include any additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initialbona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) For determining liability of the Company under the Securities Act to any purchaser in the initial distribution of the securities, the Company undertakes that in a primary offering of securities of the Company pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Company will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the Company relating to the offering required to be filed pursuant to Rule 424;
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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Company or used or referred to by the Company;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Company or its securities provided by or on behalf of the Company; and
(iv) Any other communication that is an offer in the offering made by the Company to the purchaser.
(b) 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 foregoing provisions, 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.
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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 Fairport Harbor, State of Ohio, on June 20, 2008.
| OurPet’s Company | ||
| By: | /s/ Steven Tsengas | |
| Steven Tsengas, Chairman, President and CEO | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Connie S. Carr his true and lawful attorney-in-fact, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Steven Tsengas | Chairman, President and CEO | June 20, 2008 | ||
| Steven Tsengas | (Principal Executive Officer) | |||
/s/ John G. Murchie | Vice President, Treasurer and Controller (Principal Financial and Accounting Officer) | June 20, 2008 | ||
| John G. Murchie | ||||
/s/ Joseph T. Aveni | Director | June 20, 2008 | ||
| Joseph T. Aveni | ||||
/s/ William M. Fraser | Director | June 20, 2008 | ||
| William M. Fraser | ||||
/s/ James D. Ireland III | Director | June 20, 2008 | ||
| James D. Ireland III | ||||
/s/ John Spirk | Director | June 20, 2008 | ||
| John Spirk | ||||
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EXHIBIT INDEX
| 4.1 | 2008 Stock Option Plan of OurPet’s Company (incorporated by reference to Annex A to the Company’s Proxy Statement filed with the Commission on May 7, 2008) | |
| 5.1 | Opinion of Kohrman Jackson & Krantz P.L.L. | |
| 23.1 | Consent of S. R. Snodgrass, A. C. | |
| 23.2 | Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion filed as Exhibit 5.1) | |
| 24.1 | Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein | |
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