As filed with the Securities and Exchange Commission on September 20, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CRYOCON, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1206503
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
Cryocon, Inc.
2773 Industrial Drive
Ogden, Utah 84401
(Address of principal executive offices) (Zip Code)
2002 Consultant Services Plan
(Full title of the plan)
Vaughn Griggs
Cryocon, Inc.
2773 Industrial Drive
Ogden, Utah 84401
(Name, address and telephone number including area code, of agent for service)
All Correspondence to:
Brenda Lee Hamilton, Esquire
Hamilton, Lehrer & Dargan, P.A.
2 East Camino Real, Suite 202
Boca Raton Florida 33432
Telephone (561) 416-8956
Facsimile (561) 416-2855
CALCULATION OF REGISTRATION FEE
- ----------------- ---------- ---------------- ---------------- ------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price Fee (1)
- ----------------- ---------- ---------------- ---------------- ------------
Common Stock,
without par value 500,000 $0.15 $75,000 $6.90
TOTAL 500,000 $0.15 $75,000 $6.90
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average (any
day within five days) of the bid and ask price of the Common Stock as reported
on OTCBB on September 18, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission ("Commission")
as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been previously filed by Cryocon, Inc. (the
"Company") with the Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB filed on August 14, 2002, and all
subsequent amendments filed thereto, for the fiscal year ended March 31, 2002
which includes audited financial statements as of and for the year ended March
31, 2002.
(b) The Company's Quarterly Report on Form 10-QSB filed on September 6, 2002,
and all subsequent amendments filed thereto for the quarter ending June 30,
2002.
(c) The Company's Quarterly Report on Form 10-QSB filed on February 26, 2002,
and all subsequent amendments filed thereto for the quarter ending December 31,
2001.
(d) The Company's Quarterly Report on Form 10-QSB filed on November 23, 2001,
and all subsequent amendments filed thereto for the quarter ending September 30,
2001.
(e) The Company's Quarterly Report on Form 10-QSB filed on August 21, 2001, and
all subsequent amendments filed thereto for the quarter ending June 30, 2001.
(f) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 2001.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Members of the Law Firm of Hamilton, Lehrer & Dargan, P.A. hold approximately
135,000 shares of our common stock which are being registered on this S-8
Registration Statement. Hamilton, Lehrer & Dargan, P.A. will review the validity
of the issuance of the shares of our common stock being offered.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Articles of Incorporation and Bylaws provide that the Company
shall indemnify directors and executive officers to the fullest extent now or
hereafter permitted under Colorado law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following exhibits have been filed (except where otherwise indicated) as
part of this Registration Statement:
Exhibit No. Exhibit
- ----------- -------
(4.1) Consultant Services Agreement with Brenda Hamilton
(5) Opinion of Hamilton, Lehrer & Dargan, P.A.
(10.1) Year 2002 Stock Award - Plan 2
(23.1) Consent of HJ & Associates, LLC
(23.2) Consent of Hamilton, Lehrer & Dargan, P.A. (contained in
Exhibit 5 hereto)
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) 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.
(2) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(b) 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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.
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 ____________, and State of _______, on this 12th day
of September, 2002.
DATED: September 12, 2002
CRYOCON, INC.
By: /s/ J. Brian Morrison
------------------------
J. Brian Morrison, Chairman/Chief Executive Officer
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
dates respectively indicated.
Signature Title Date
- ---------- ----- -----
/s/ J. Brian Morrison Chairman, September 12, 2002
- --------------------------- Chief Executive Officer
J. Brian Morrison
/s/ Vaughn P. Griggs Chief Financial Officer, September 12, 2002
- ---------------------------- Principal Accounting Officer
Vaughn P. Griggs
/s/ P. Clay Thomas Corporate Secretary, September 12, 2002
- ---------------------------- Director
P. Clay Thomas
/s/ Jim Cundiff Director September 12, 2002
- ----------------------------
Jim Cundiff
/s/ Sterling Redfern Director September 12, 2002
- ----------------------------
Sterling Redfern
/s/ Dr. Richard L. Lindstrom Director September 12, 2002
- ----------------------------
Dr. Richard L. Lindstrom
