As filed with the Securities and Exchange Commission on December 18, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MedicalCV, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | 41-1717208 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
9725 South Robert Trail
Inver Grove Heights, Minnesota 55077
(Address, including Zip Code, of Principal Executive Offices)
MEDICALCV, INC. 1992 STOCK OPTION PLAN
MEDICALCV, INC. 1997 STOCK OPTION PLAN
MEDICALCV, INC. 1993 DIRECTOR STOCK OPTION PLAN
MEDICALCV, INC. 2001 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
| BLAIR P. MOWERY President and Chief Executive Officer MedicalCV, Inc. 9725 South Robert Trail Inver Grove Heights, Minnesota 55077 (651) 452-3000 (phone) (Name, address, including zip code, and telephone number, including area code, of Agent for Service) | Copies to: AVRON L. GORDON, ESQ. BRETT D. ANDERSON, ESQ. Briggs and Morgan, P.A. 2400 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 (612) 334-8400 (phone) (612) 334-8650 (fax) |
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities To Be Registered | Amount To Be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||||
|---|---|---|---|---|---|---|---|---|---|
| MedicalCV, Inc. 1992 Stock Option Plan | |||||||||
| Options to purchase common stock | 208,748 | N/A | N/A | N/A | |||||
| Common stock (par value $0.01 per share) | 133,800 shares | $2.50 | $334,500 | $79.95 | |||||
| Common stock (par value $0.01 per share) | 10,340 shares | $5.00 | $51,700 | $12.36 | |||||
| Common stock (par value $0.01 per share) | 64,608 shares | $3.875(2) | $250,356 | $59.84 | |||||
| MedicalCV, Inc. 1997 Stock Option Plan | |||||||||
| Options to purchase common stock | 500,000 | N/A | N/A | N/A | |||||
| Common stock (par value $0.01 per share) | 185,000 shares | $2.50 | $462,500 | $110.54 | |||||
| Common stock (par value $0.01 per share) | 307,500 shares | $4.50 | $1,383,750 | $330.72 | |||||
| Common stock (par value $0.01 per share) | 7,500 shares | $3.875(2) | $29,063 | $6.95 | |||||
| MedicalCV, Inc. 1993 Director Stock Option Plan | |||||||||
| Options to purchase common stock | 245,000 | N/A | N/A | N/A | |||||
| Common stock (par value $0.01 per share) | 35,000 shares | $2.50 | $87,500 | $20.92 | |||||
| Common stock (par value $0.01 per share) | 28,000 shares | $4.50 | $126,000 | $30.12 | |||||
| Common stock (par value $0.01 per share) | 91,000 shares | $5.00 | $455,000 | $108.75 | |||||
| Common stock (par value $0.01 per share) | 91,000 shares | $3.875(2) | $352,625 | $84.28 | |||||
| MedicalCV, Inc. 2001 Equity Incentive Plan | |||||||||
| Options to purchase common stock | 500,000 | N/A | N/A | N/A | |||||
| Common stock (par value $0.01 per share) | 500,000 shares | $3.875(2) | $1,937,500 | $463.07 | |||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to documents we file with the SEC. The information incorporated by reference is considered to be part of this registration statement. Information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the shares covered by this registration statement have been sold or deregistered:
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
We are governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation; or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.
As permitted by Section 302A.251 of the Minnesota Statutes, Article 6 of our articles of incorporation provides that we will indemnify current and former directors in the manner and to the fullest extent permitted by law. Section 6.1 of our bylaws provides that we will indemnify, in accordance with the terms and conditions of Section 302A.521 of the Minnesota Statutes, the following persons: (a) officers and former officers; (b) directors and former directors; (c) members and former members of committees appointed or designated by the board of directors; and (d) employees and former employees.
Item 7. Exemption From Registration Claimed.
Not applicable.
2
See "Exhibit Index."
The small business issuer hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) 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 initial bona 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.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'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 the 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 small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer 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.
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Pursuant to the requirements of the Securities Act, 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 Inver Grove Heights, State of Minnesota, on the 18th day of December, 2001.
| MedicalCV, Inc. | |||
By | /s/ BLAIR P. MOWERY Blair P. Mowery President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Blair P. Mowery and Allan R. Seck, each or either of them, such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ BLAIR P. MOWERY Blair P. Mowery | President, Chief Executive Officer and Director (Principal Executive Officer) | December 18, 2001 | ||
/s/ JULES L. FISHER Jules L. Fisher | Chief Financial Officer (Principal Financial Officer) | December 18, 2001 | ||
/s/ GEORGE M. WETTSTAEDT George M. Wettstaedt | Principal Accounting Officer (Principal Accounting Officer) | December 18, 2001 | ||
/s/ ADEL A. MIKHAIL, PH.D. Adel A. Mikhail, Ph.D. | Chairman of the Board | December 18, 2001 |
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/s/ NORMAN DANN Norman Dann | Director | December 18, 2001 | ||
/s/ PAUL K. MILLER Paul K. Miller | Director | December 18, 2001 | ||
/s/ RICHARD A. DEWALL, M.D. Richard A. DeWall, M.D. | Director | December 18, 2001 | ||
/s/ SALVADOR MERCÉ CERVELLÓ Salvador Mercé Cervelló | Director | December 18, 2001 | ||
/s/ RONALD M. BOSROCK Ronald M. Bosrock | Director | December 18, 2001 |
5
| Exhibit Number | Description | |
|---|---|---|
| 4.1 | Restated Articles of Incorporation of the Registrant (incorporated by reference to our Registration Statement on Form SB-2 (File No. 333-68884) filed August 31, 2001). | |
4.2 | Bylaws of the Registrant (incorporated by reference to our Registration Statement on Form SB-2 (File No. 333-68884) filed August 31, 2001). | |
4.3 | Specimen common stock certificate (incorporated by reference to our Registration Statement on Form SB-2 (File No. 333-68884) filed August 31, 2001). | |
5 | Opinion of Briggs and Morgan, Professional Association. | |
23.1 | Consent of Briggs and Morgan, Professional Association (included in Exhibit 5). | |
23.2 | Consent of PricewaterhouseCoopers LLP. | |
23.3 | Consent of Bertram Vallez Kaplan & Talbot Ltd. | |
24 | Powers of Attorney (included on Signature Page). |
