As filed with the Securities and Exchange Commission on August 24, 1998.
Registration No. 333-_____________
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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
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APPLIED BIOMETRICS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1508112
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 EAST HIGHWAY 13, SUITE 108
BURNSVILLE, MINNESOTA 55337
(Address of Principal Executive Offices and zip code)
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APPLIED BIOMETRICS, INC. 1998 STOCK PLAN
(Full title of the Plan)
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Copy to:
Joseph A. Marino, President Patrick Delaney
Applied Biometrics, Inc. Lindquist & Vennum P.L.L.P.
501East Highway 13, Suite 108 4200 IDS Center
Burnsville, MN 55337 Minneapolis, MN 55402
(612) 890-1123 (612) 371-3211
(Name, address and telephone
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered Amount to be Proposed Proposed Amount of
Registered Maximum Maximum Registration Fee
Offering Aggregate
Price Per Offering Price
Share
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Common Stock, $.01 par value to be 500,000 $8.25(1) $4,125,000(1) $1217
issued pursuant to the Applied
Biometrics, Inc. 1998 Stock Plan
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the last reported sales price
of the Company's Common Stock on the Nasdaq SmallCap Market on August 20,
1998.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and
2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 1997.
(b) The Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998.
(c) The Definitive Proxy Statement dated May 1, 1998 for the
Annual Meeting of Shareholders held on June 12, 1998.
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 prior to the
completion or termination of this offering of shares of Common Stock 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.
Item 4. Description of Securities.
The description of the Company's Common Stock as set forth in the
Company's Form SB-2 Registration Statement dated June 4, 1993 (Registration No.
33-63754C), including any amendment or report filed for the purpose of updating
such description.
Item 5. Interests of Named Experts and Counsel.
Patrick Delaney, Secretary, and a Director of the Company, is a partner
in Lindquist & Vennum P.L.L.P., which is the law firm passing on the validity of
the securities issued under the plan.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company shall indemnify its
officers, directors and employees in accordance with, and to the fullest extent
permitted by, the provisions of the Minnesota Business Corporations Act, as it
may be amended from time to time.
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Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation 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 (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) 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. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits. (Filed electronically herewith)
Exhibit
4.1 Applied Biometrics, Inc. 1998 Stock Plan
5.1 Opinion of Lindquist & Vennum P.L.L.P
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The Company hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
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(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.
(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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "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
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 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 Act and will be governed by the final adjudication of such
issue.
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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 Burnsville, State of Minnesota, on August 5, 1998.
APPLIED BIOMETRICS, INC.
By /s/ Joseph A. Marino,
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Joseph A. Marino, Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Applied Biometrics, Inc.
hereby constitute and appoint Joseph A. Marino and Patrick Delaney or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, 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
advisable to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on August 5, 1998.
Signature
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/s/ Joseph A. Marino
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Joseph A. Marino, Chairman, President,
Chief Executive Officer
(Principal Executive Officer)
/s/ Gerald Prescott
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Gerald Prescott, Vice President and
Chief Financial Officer (Principal
Financial Officer)
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/s/ Patrick Delaney
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Patrick Delaney, Director
/s/ Demetre Nicoloff
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Demetre Nicoloff M.D. Ph.D., Director
/s/ Jeffrey W. Green
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Jeffrey W. Green, Director
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