As filed with the Securities and Exchange Commission on August 17, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1176514
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
1111 SOUTH PACA STREET
BALTIMORE, MARYLAND 21230-2591
(Address of principal executive offices) (Zip Code)
CHESAPEAKE BIOLOGICAL LABORATORIES, INC. FIFTH STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT GRANTED TO THOMAS P. RICE
STOCK OPTION AGREEMENT GRANTED TO JOHN T. BOTEK
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
THOMAS P. RICE RICHARD C. TILGHMAN, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER PIPER MARBURY RUDNICK & WOLFE LLP
CHESAPEAKE BIOLOGICAL LABORATORIES, INC. 6225 SMITH AVENUE
1111 SOUTH PACA STREET BALTIMORE, MARYLAND 21209-3600
BALTIMORE, MARYLAND 21230-2591 (410) 580-3000
(410) 843-5000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER UNIT OFFERING PRICE FEE
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Class A Common Stock, $0.01 par
value per share (2) 750,000 $4.00 (3) $3,000,000 (3) $792.00 (3)
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Class A Common Stock, $0.01 par
value per share (4) 200,000 $1.00 $200,000 $ 53.00 (6)
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Class A Common Stock, $0.01 par
value per share (5) 125,000 $1.00 $125,000 $ 33.00 (6)
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions.
(2) Shares of Class A Common Stock that may be offered or issued under the
Chesapeake Biological Laboratories, Inc. Fifth Stock Incentive Plan.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of Chesapeake Biological
Laboratories, Inc. Class A Common Stock reported on the NASDAQ National Market
on August 15, 2000.
(4) Shares of Class A Common Stock that may be issued under the options granted
to Thomas P. Rice.
(5) Shares of Class A Common Stock that may be issued under the options granted
to John T. Botek.
(6) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise prices of the outstanding
options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to
introductory 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 by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended ("Exchange Act");
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
charter of the Company (the "Charter") contains such a provision which
eliminates such liability to the maximum extent permitted by Maryland law.
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The Charter provides that the Company shall, to the full extent
permitted by Maryland law, indemnify its directors and officers, including the
advance of related expenses. The Charter also authorizes it, upon authorization
of the Board of Directors, to indemnify other employees and/or agents of the
Company to the same extent as directors and officers of the Company. The
Company's bylaws (the "Bylaws") provide that, on the terms, to the extent, and
subject to the conditions prescribed by statute and by rule and regulations, not
inconsistent with statute, imposed by the Board of Directors in its discretion
in general or particular cases or classes of cases, the Company shall indemnify
any person who was or is a party, or is threatened to be made a party, to the
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, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another enterprise, against expenses including attorneys' fees, judgements,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, or any appeal therein. The
Bylaws also provide that the Company may pay, in advance of the final
disposition of the action, suit or proceeding, expenses incurred by the person
which may be indemnifiable as provided therein.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of this service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, under the MGCL, a Maryland corporation may
not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit
was improperly received, unless in either case a court orders indemnification
and then only for expenses. In addition, the MGCL requires the Company, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the Company as authorized by the Bylaws
and (b) a written statement by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the standard
of conduct was not met.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
DESCRIPTION
4.1 Articles of Amendment and Restatement of the Charter of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-2, (File No.
333-25903, dated April 25, 1997)) and Articles Supplementary
to the Articles of Amendment and Restatement of the Charter
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-3, (File No. 333-86819,
dated September 9, 1999))
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
fiscal quarter ended September 30, 1994)
4.3 Chesapeake Biological Laboratories, Inc. Fifth Stock
Incentive Plan (incorporated by reference to Exhibit 99-1 to
the Company's Definitive Proxy Statement (File No.
001-12748, filed September 9, 1999))
4.4 Stock Option Agreement granted to Thomas P. Rice (filed
herewith)
4.5 Stock Option Agreement granted to John T. Botek (filed
herewith)
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
the Registrant, regarding the legal validity of the shares
of Class A Common Stock being registered for issuance under
the Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney of Directors and Officers
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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 this 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.
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Paragraphs (l)(i) and (l)(ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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 therein, 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.
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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Baltimore, State of
Maryland, on the 17th day of August, 2000.
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
By: /s/ Thomas P. Rice
-------------------------------------------------
Thomas P. Rice
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Thomas P. Rice President and Chief Executive Officer August 17, 2000
- --------------------------------- (Principal Executive Officer)
Thomas P. Rice
/s/ John T. Janssen
- --------------------------------- Chief Financial Officer and Treasurer August 17, 2000
John T. Janssen (Principal Financial and Accounting Officer)
A majority of the Board of Directors (Thomas P. Rice, Narlin B. Beaty,
Ph.D., Harvey L. Miller, Regis F. Burke and Elliot F. Hahn, Ph.D.).
Date: August 17, 2000 By: /s/ Thomas P. Rice
----------------------------------
Thomas P. Rice, For Himself and as
Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Articles of Amendment and Restatement of the Charter of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-2, (File No.
333-25903, dated April 25, 1997)) and Articles Supplementary
to the Articles of Amendment and Restatement of the Charter
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-3, (File No. 333-86819,
dated September 9, 1999))
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
fiscal quarter ended September 30, 1994)
4.3 Chesapeake Biological Laboratories, Inc. Fifth Stock
Incentive Plan (incorporated by reference to Exhibit 99-1 to
the Company's Definitive Proxy Statement (File No.
001-12748, filed September 9, 1999))
4.4 Stock Option Agreement granted to Thomas P. Rice (filed
herewith)
4.5 Stock Option Agreement granted to John T. Botek (filed
herewith)
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
the Registrant, regarding the legal validity of the shares
of Class A Common Stock being registered for issuance under
the Plan
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney of Directors and Officers
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