As filed with the Securities and Exchange Commission on February 15, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SGI INTERNATIONAL
(Exact Name of Registrant as Specified in its Charter)
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Utah 33-0119035
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1200 Prospect Street, Suite 325, La Jolla, California, CA 92037
(Address of Registrant's Principal Executive Office)
SGI International 2001 Non-Qualified Stock Plan
Executive Employment Agreement dated as of January 1, 1999; April 1, 1999
Employment Agreement dated as of January 1, 1999; April 1, 1999
Employment Agreement (AMS) dated as of January 1, 1996;
Employment Agreement (AMS) dated as of July 25, 1996;
Employment Agreement (AMS) (various);
Employment Offer Letter effective
November 20, 2000; Directors Agreements dated July
1, 1995, August 1, 1996, February 11, 1999;
Consulting Agreements dated October 25,
2000, January 1, 2000, April 1, 1999, October 5, 1999,
January 15, 1999, January 15, 1998, April 1, 1998, May 12,
1997.
(Full title of the plan)
Copies of correspondence to:
David A. Fisher
Fisher Thurber, LLP
4225 Executive Square, Suite 1600
La Jolla, California 92037-1483
(858) 535-9400
(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
to be registered registered(1) Offering Price per Unit (3) Offering Price (2) Registration Fee
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Common Stock, no par value 7,117,057 $0.27 $1,921,605 $480.40
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(1) Includes 353,946 shares of common stock previously issued.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(h)(1) based on the average of the bid and
ask prices of the Common Stock on the OTCBB on February 12, 2001.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not filed as part of this Registration Statement pursuant to Note to Part I of
Form S-8.
Item 2. Registration Information and Employee Plan Annual Information
Not filed as part of this Registration Statement pursuant to Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the Securities and Exchange
Commission, are hereby incorporated by reference as of their respective dates as
a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended December 31,
1999;
(b) The Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2000,
June 30, 2000; and September 30, 2000, and
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated April 6, 1988, as amended by
an amendment to Application or Report on Form 8 dated April 13, 1988.
Additionally, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
hereto which indicates that all of the shares of the Common Stock offered hereby
have been sold or which deregisters all such shares then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Shares under Warrant for David Fisher, Counsel for Company.
Item 6. Indemnification of Directors and Officers
Under the Company's Bylaws, and in accordance with Section 16-10a-901 et seq. of
the Utah Revised Business Corporation Act ("Utah Corporation Act"), the Company
shall indemnify any person who was or is a party or is threatened to made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as an officer or director or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses reasonably incurred by him or imposed on him in the connection with or
resulting from the defense of such action, suit or other proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith or in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, or with respect to any criminal action or proceeding,
that the person had reasonable cause to believe that his conduct was unlawful.
The Company's Bylaws provide the Company shall pay for expenses incurred
defending a civil or criminal action, suit or proceeding against a director or
officer of the Company, and shall be paid in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the officer or director, that he shall repay the amount advanced, if it is
ultimately determined he is not entitled to be indemnified by the Company. The
Board of Directors shall approve such undertaking, but shall be liberal with
respect to the requirements for the undertaking, to promote the beneficial and
remedial purposes of protecting those persons who serve as directors and
officers. The Company's Bylaws also provide the Company may purchase and
maintain insurance on behalf of any person who is or was a director or officer,
or employee of the Company, or is or was serving at the request of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any capacity, or arising
out of his status as such, whether or not the Company would have the power to
indemnify him against liability under the provisions of the Bylaws.
Section 16-10a-901 et seq. of the Utah Corporation Act provides for the
indemnification of officers, directors and agents of the Company against
expenses, judgments, fines and amounts paid in settlement under certain
conditions and subject to certain limitations. The Company currently maintains
officer and director liability insurance with policy limits of $2,000,000.
Pursuant to authorization provided under the Bylaws and the Utah Corporation
Act, the Company has entered into indemnification agreements with each of its
directors and officers. Generally, the indemnification agreements attempt to
provide the maximum protection permitted by Utah law as it may be amended from
time to time. Moreover, the indemnification agreements provide for certain
additional indemnification. Under such additional indemnification provisions,
however, an individual will not receive indemnification for judgments,
settlements or expenses if he or she is found liable to the Company (except to
the extent the court determines he or she is fairly and reasonably entitled to
indemnity for expenses), for settlements not approved by the Company or for
settlements and expenses if the settlement is not approved by the court.
The indemnification agreements provide for the Company to advance to the
individual any and all reasonable expenses (including legal fees and expenses)
incurred in investigating or defending any such action, suit or proceeding. The
individual must repay such advances upon a final judicial decision that he or
she is not entitled to indemnification. The Company's Bylaws contain a provision
of similar effect relating to advancement or expenses to a director or officer,
subject to an undertaking to repay if it is ultimately determined that
indemnification is unavailable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed pursuant to Item 601 of Regulation S-B:
4.1 Form of Executive Employment Agreement dated as of January 1, 1999, between
Registrant and: George E. Donlou; Ernest P. Esztergar; Richard Gibbens;
Claudine Hagerstrom; John W. Hart; Kim Krmpotich; James W. Mahler; Barry
Meisen; Nancy Propp; Michael L. Rose; Joseph A. Savoca; John R. Taylor; Robert
Walty; and Ming Wang.(3)
4.2 Form of Employment Agreement dated as of January 1, 1999, between
Registrant and Rowena Bunnell; Gina Hilton; Tatyana Kuperman; Joshua Li; Ron
Lukasiewicz; Tanya Schaffer; Marvin Schwedock and Eric Weiner.(3)
4.3 Form of Executive Employment Agreement dated as of April 1, 1999, between
Registrant and Jim Frederick; Brent Knottnerus; Karl Sass; and Kirk Weber. (3)
4.4 Employment Agreement dated as of April 1, 1999, between Registrant and
Carol Ann Terrell.(3)
4.5 Form of Standard Executive Employment Agreement (AMS) dated as of
January 1, 1996, between Registrant's subsidiary and Clarence Dyksterhuis, Amir
Modarres-Khiabani. (2)
4.6 Form of Employment Agreement (AMS) dated as of July 25, 1996, between
Registrant's subsidiary and Kathy Brickman; Colin Burrows; Neil DeGuire;
Mitchell Johnson; Steve Rodriques; Gary Vasey.(2)
4.7 Form of Employment Agreement (AMS) dated as of July 25, 1996, between
Registrant's subsidiary and Richard Adolf; Helmut Bader; Maykoe Baltodano; Brian
Bevis; Jose Cruz; James Fucich; Henry Galeano; Graham Greenaway; Edvin Gudelman;
Charles Hippert; Guenter Pust; Eric Regan; Oscar Saldain; Stanley Stock. (3)
4.8 Form of Employment Agreement (AMS) between Registrant's subsidiary and
Guillermo Casanova; Terry Davison; Raymond Odrey; Deborah Westcott. (3)
4.9 Form of Employment Agreement (AMS) between Registrant's subsidiary and
Gregory Kaufman, and Thomas Tran. (3)
4.10 Form of Standard Directors Agreement dated as of July 1, 1995, (except
where noted) between Registrant and Norman Grant; William Kerr; William Harris
(8/1/96); Bernard Baus (8/1/96)(2); and Jeffrey L. Smith (2/11/99).(3)
4.11 Consulting Agreement dated as of January 1, 2000, between Registrant and
Jeffrey Breault.(3)
4.12 Consulting Agreement dated as of January 1, 2000, between Registrant and
Thomas Hoover.(3)
4.13 Consulting Agreement dated as of April 1, 1999, between Registrant and
Barry Leichtling.(3)
4.14 Consulting Agreement dated as of October 5, 1999, between Registrant and
Elon Place.(3)
4.15 Consulting Agreement dated as of January 1, 2000, between Registrant and
Russell W. Savatt, Jr.(3)
4.16 Consulting Agreement dated as of May 12, 1997 between Registrant and David
A. Fisher.(2)
4.17 Consulting Agreement dated as of January 15, 1998, between Registrant and
John Mazrum.(3)
4.18 Consulting Agreement dated as of January 15, 1999, between Registrant and
Jeff Parsons.(3)
4.19 Form of Consulting Agreement dated as of April 1, 1998, between Registrant
and Ronn Smith and James O. Sutherland.(3)
4.20 Consulting Agreement dated as of October 25, 2000, between Registrant and
James Warwick.(3)
4.21 Employment Offer letter between Registrant and Ivy B. Coker effective
November 20, 2000. (3)
4.22 Consulting Agreement dated as of January 1, 2000, between Registrant and
Glen Wattley. (3)
5 Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock
registered hereby.(3)
23. Consent of J.H. Cohn LLP, Independent Auditors.(3)
23.1 Consent of Fisher Thurber, LLP.(included in Exhibit 5).(3)
99.1 SGI International 2001 Non-Qualified Stock Plan. (3)
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(1) Incorporated by reference to Annual Report on Form 10-K (File No. 2-93124)
for the year ended December 31, 1985.
(2) Incorporated by reference to Registration Statement on Form S-8 (File No.
2-93124) filed dated December 2, 1998.
(3) Filed herewith.
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales of the Common Stock are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) 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; provided that
if the information in paragraphs (i) and (ii) above and to be included in a
post-effective amendment hereto is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act and is
incorporated by reference in the S-8 Registration Statement, no post-effective
amendment hereto shall be filed;
(2) that, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment 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; and
(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.
Additionally, the undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act), 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 Company
pursuant to the foregoing provisions, or otherwise, the registrant 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 registrant of expense incurred or paid by a director, officer
or controlling person 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 Securities Act and will be governed by the final adjudication
of such issue.
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 La Jolla, State of California, on February 14, 2001.
SGI INTERNATIONAL
By: /s/ MICHAEL L ROSE
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Michael L. Rose, 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 indicated.
Signature Title Date
/s/ MICHAEL L. ROSE Chairman of the Board February 14, 2001
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Michael L. Rose & Chief Executive Officer
/s/ GEORGE E. DONLOU Vice President Finance/Controller February 14, 2001
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George E. Donlou
/s/ RICHARD B. BEIN Director February 14, 2001
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Richard B. Bein
/s/ EDWARD D. DOHERTY Director February 14, 2001
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Edward D. Doherty
/s/ ERNEST P. ESZTERGAR Director February 14, 2001
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Ernest P. Esztergar
/s/ WILLIAM A. KERR Director February 14, 2001
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William A. Kerr
/s/ JAMES W. MAHLER Director February 14, 2001
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James W. Mahler
/s/ BEN W. REPPOND Director February 14, 2001
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Ben W. Reppond
/s/ JEFFREY L. SMITH Director February 14, 2001
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Jeffrey L. Smith
/s/ JOHN R. TAYLOR Director February 14, 2001
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John R. Taylor
Index to Exhibits Filed with Registration Statement
on Form S-8 of SGI International
No. Description
4.1 Form of Executive Employment Agreement dated as of January 1, 1999, between
Registrant and: George E. Donlou; Ernest P. Esztergar; Richard Gibbens;
Claudine Hagerstrom; John Hart; Kim Krmpotich; James W. Mahler; Barry Meisen;
Nancy Propp; Michael L. Rose; Joseph A. Savoca; John R. Taylor; Robert Walty;
and Ming Wang.
4.2 Form of Employment Agreement dated as of January 1, 1999, between Registrant
and Rowena Bunnell; Gina Hilton; Tatyana Kuperman; Joshua Li; Ron Lukasiewicz;
Tanya Schaffer; Marvin Schwedock; and Eric Weiner.
4.3 Form of Executive Employment Agreement dated as of April 1, 1999, between
Registrant and Jim Frederick; Brent Knottnerus; Karl Sass; and Kirk Weber.
4.4 Employment Agreement dated as of April 1, 1999, between Registrant and
Carol Ann Terrell.
4.7 Form of Employment Agreement (AMS) dated as of July 25, 1996, between
Registrant's subsidiary and Richard Adolf; Helmut Bader; Maykoe Baltodano; Brian
Bevis; Jose Cruz; James Fucich; Henry Galeano; Graham Greenaway; Edvin Gudelman;
Guenter Pust; Eric Regan; Oscar Saldain; Stanley Stock.
4.8 Form of Employment Agreement (AMS) between Registrant's subsidiary and
Guillermo Casanova; Terry Davison; Charles Hippert; Raymond Odrey; Deborah
Westcott.
4.9 Form of Employment Agreement (AMS) between Registrant's subsidiary and
Gregory Kaufman and Thomas Tran.
4.10 Form of Standard Directors Agreement dated as of July 1, 1995, (except
where noted) between Registrant and Jeffrey L. Smith (2/11/99).
4.11 Consulting Agreement dated as of January 1, 2000, between Registrant and
Jeffrey Breault.
4.12 Consulting Agreement dated as of January 1, 2000, between Registrant and
Thomas Hoover.
4.13 Consulting Agreement dated as of April 1, 1999, between Registrant and
Barry Leichtling.
4.14 Consulting Agreement dated as of October 5, 1999, between Registrant and
Elon Place.
4.15 Consulting Agreement dated as of January 1, 2000, between Registrant and
Russell W. Savatt, Jr.
4.17 Consulting Agreement dated as of January 15, 1998, between Registrant and
John Mazrum.
4.18 Consulting Agreement dated as of January 15, 1999, between Registrant and
Jeff Parsons.
4.19 Form of Consulting Agreement dated as of April 1, 1998, between Registrant
and Ronn Smith and James O. Sutherland.
4.20 Consulting Agreement dated as of October 25, 2000, between Registrant and
James Warwick.
4.21 Employment Offer letter between Registrant and Ivy B. Coker effective
November 20, 2000.
4.22 Consulting Agreement dated as of January 1, 2000, between Registrant and
Glen Wattley.
5. Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock
registered hereby.
23. Consent of J.H. Cohn LLP, Independent Auditors.
23.1 Consent of Fisher Thurber, LLP.(included in Exhibit 5).
99.1 SGI International 2001 Non-Qualified Stock Plan.