As filed with the Securities and Exchange Commission on April 10, 2002
Registration No. 333-00909
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALCIDE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 22-2445061 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8561 154th Avenue N.E.
Redmond, Washington 98052
(Address of principal executive offices, including zip code)
ALCIDE CORPORATION 1993 STOCK OPTION PLAN
(Full title of the plan)
JOHN P. RICHARDS
Chief Financial Officer and President
Alcide Corporation
8561 154th Avenue N.E.
Redmond, Washington 98052
(425) 882-2555
(Name, address and telephone number, including area code, of agent for service)
Copy to:
JAMES R. LISBAKKEN
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to Be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
| Common Stock, par value $0.01 per share, under the Alcide Corporation 1993 Stock Option Plan | (1) | (1) | (1) | (1) | ||||
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AMENDMENT OF PRIOR REGISTRATION STATEMENT
The Registrant's initial Form S-8 Registration Statement filed with the Commission on February 13, 1996 and effective as of March 3, 1996 (File No. 333-00909) is hereby amended to provide that up to 50,000 shares of the Registrant's common stock previously authorized for issuance under the Registrant's 1993 Stock Option Plan may now be issued under the Registrant's 2001 Stock Incentive Plan, provided such shares (a) were not issued or subject to outstanding options under the 1993 Stock Option Plan as of July 19, 2001, the date the Registrant's Board of Directors approved the 2001 Stock Incentive Plan, or (b) are shares subject to outstanding options as of July 19, 2001 that subsequently cease to be subject to such options (other than by reason of exercise of the options). No additional stock options will be granted under the Registrant's 1993 Stock Option Plan but all outstanding options granted under that plan will continue to be governed by the terms of the Registrant's 1993 Stock Option Plan and the original Form S-8 Registration Statement for that plan. A Form S-8 Registration Statement for an additional 275,000 shares of the Registrant's common stock available for issuance under the Registrant's 2001 Stock Incentive Plan will be filed with the Commission.
The contents of the original Form S-8 Registration Statement referred to above are incorporated by reference into this Amendment No. 1 to such Registration Statement, except as described herein. Required consents and signatures are included in this amendment.
Exhibit No. | Description | |
|---|---|---|
*5.1 | Opinion of Perkins Coie LLP regarding legality of the common stock being registered | |
23.1 | Consent of Independent Public Accountants | |
23.2 | Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1) | |
24.1 | Power of Attorney (see signature page) | |
*99.1 | Alcide Corporation 1993 Stock Option Plan |
II-1
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement originally filed on February 13, 1996 (File No. 333-00909), and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on the 8th day of April, 2002.
ALCIDE CORPORATION | |||
By: | /s/ JOHN P. RICHARDS John P. Richards Chief Financial Officer and President | ||
Each person whose individual signature appears below hereby authorizes John P. Richards, as attorney-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all additional amendments to this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No. 333-00909).
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 8th day of April, 2002.
| Signature | Title | |
|---|---|---|
| *JOSEPH A. SASENICK Joseph A. Sasenick | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |
/s/ JOHN P. RICHARDS John P. Richards | Chief Financial Officer, President and Secretary (Principal Financial and Accounting Officer) | |
*CHARLES A. BAKER Charles A. Baker | Director | |
*THOMAS L. KEMPNER Thomas L. Kempner | Director | |
*WILLIAM G. SPEARS William G. Spears | Director |
*By: | /s/ JOHN P. RICHARDS John P. Richards, Attorney-in-Fact |
II-2
Exhibit No. | Description | |
|---|---|---|
*5.1 | Opinion of Perkins Coie LLP regarding legality of the common stock being registered | |
23.1 | Consent of Independent Public Accountants | |
23.2 | Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1) | |
24.1 | Power of Attorney (see signature page) | |
*99.1 | Alcide Corporation 1993 Stock Option Plan |
