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As filed with the Securities and Exchange Commission on October 27, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BIO-PLEXUS, INC.
(Exact Name of Registrant as Specified in its Charter)
CONNECTICUT 06-1211921
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
129 RESERVOIR ROAD
VERNON, CONNECTICUT 06066
(Address of Principal Executive Offices)
1991 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JOHN S. METZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BIO-PLEXUS, INC.
129 RESERVOIR ROAD
VERNON, CONNECTICUT 06066
(Name and Address of Agent for Service)
(860) 870-6112
(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
ESTEBAN A. FERRER, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
1055 WASHINGTON BOULEVARD
STAMFORD, CONNECTICUT 06901
TELEPHONE: (203) 961-7400
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Amount to be Proposed Proposed Amount of
Registered Maximum Offering Maximum Registration Fee
Price Per Share Aggregate
(1) Offering Price
(1)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 1,798,000 $1.40625 $2,528,437 $702.90
(1) Pursuant to Rule 416(a), the Registration Statement also includes an
indeterminable number of additional shares that may become issuable as a result
of terminated, expired or surrendered options for shares of Common Stock, or
pursuant to the antidilution provisions of the 1991 Long-term Incentive Plan, as
amended (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low prices of
the Common Stock as reported on the NASDAQ SmallCap Market on October 9, 2000.
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EXPLANATORY NOTE
This Registration Statement relates to the amendment of the 1991 Long-term
Incentive Plan (the "Plan"). The Plan has been amended to increase the number of
shares of common stock authorized to be issued thereunder from 1,000,000 shares
to 2,500,000 shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Bio-Plexus, Inc. (the "Registrant") will send or give to all participants in the
Plan the document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "1933 Act"). The Registrant
has not filed such document(s) with the Commission, but such documents (along
with the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets
the requirements of Section 10(a) of the 1933 Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information filed with the Commission is
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as filed with the Commission on April 14, 2000 pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A, filed with the Commission under
the Exchange Act on May 12, 1994, including any amendments or reports filed for
the purpose of updating such description.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement. In addition, all documents
filed by the registrant with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the registrant's Bylaws provides that the Registrant
shall indemnify shareholders, directors, officers, employees and agents of the
Corporation to the maximum extent permitted by the Stock Corporation Act of the
State of Connecticut (effective January 1, 1997, the Stock Corporation Act of
the State of Connecticut was been repealed, superseded by the Business
Corporation Act of the State of Connecticut).
Pursuant to the statutes of the State of Connecticut, a director,
officer or employee of a corporation incorporated in Connecticut prior to
January 1, 1999, as was the Registrant, is entitled, under specified
circumstances, to indemnification by the corporation against reasonable
expenses, including
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attorney's fees, incurred by him in connection with the defense of a civil or
criminal proceeding to which he has been made, or threatened to be made, a party
by reason of the fact that he was a director, officer or employee. In certain
circumstances, indemnity is provided against judgments, fines and amounts paid
in settlement. In general, indemnification is not available where the director,
officer or employee has been adjudged to have breached his duty to the
corporation or where he did not act in good faith. Specific court approval is
required in some cases. The foregoing statement is subject to the detailed
provisions of Sections 33-770 through 33-779 of the Connecticut Business
Corporation Act.
The registrant maintains directors' and officers' liability insurance
with policy limits which are reasonable and customary for its industry. The
policy covers losses caused by the directors and officers in their capacity as
directors and officers arising from, among other things: claims of breach of
duty; neglect; error; alleged misstatement; misleading statement; and omission.
Payment for loss would be made to or on the registrant's behalf where required
or permitted to indemnify directors or officers for covered losses in accordance
with statutory or common law, its certificate of incorporation, its bylaws or by
agreement. The policy provides for retentions at various limits.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this registration statement are as
follows:
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Registrant, as amended (1)
4.2 By-Laws of the Registrant, as amended (2)
4.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant (3)
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
Exhibit 5.1 of this Registration Statement)
23.2 Consent of Mahoney Sabol & Company, L.L.P.
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 1991 Long-term Incentive Plan (4)
99.2 Amended 1991 Long-term Incentive Plan
(1) Incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
1998 (File 0-24128).
(2) Incorporated by reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K filed on April 13, 1998 (File 0-24128).
(3) Incorporated by reference to Exhibit 3.3 to the Registrant's
Quarterly Report on Form 10-Q for the period ended March 31, 2000
(File 0-24128).
(4) Incorporated by reference to Exhibit 10.7 to the Registrant's
Amendment No. 2 Annual Report on Form 10-K filed on June 30, 1995
(File 0-24128).
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. (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;
(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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(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 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, each filing of the
registrant'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 registrant pursuant to the foregoing provisions, or
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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 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 expenses incurred 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 of 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.
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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 Vernon, Connecticut, on this October 23, 2000.
Bio-Plexus, Inc.
By: /s/ John S. Metz
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John S. Metz
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John S. Metz, his attorney-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ John S. Metz President and Chief Executive Officer and October 23, 2000
- --------------------------- Director (Principal Executive Officer)
John S. Metz
/s/ Kimberley A. Cady Chief Financial Officer and Vice President, October 23, 2000
- ----------------------- Finance (Principal Financial Officer)
Kimberley A. Cady
/s/ Herman Gross Director October 23, 2000
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Herman Gross
/s/ Richard L. Higgins Director October 23, 2000
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Richard L. Higgins
/s/ David Himick Director October 23, 2000
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David Himick
/s/ Richard D. Ribakove Director October 23, 2000
- ---------------------------
Richard D. Ribakove
/s/ Carl R. Sahi Director October 23, 2000
- --------------------------------
Carl R. Sahi
/s/ Scott M. Tepper Director October 23, 2000
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Scott M. Tepper
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Certificate of Incorporation of the Registrant, as amended
(Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998)*
4.2 Bylaws of the Registrant, as amended (Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K filed on April 13, 1998)*
4.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant (Exhibit 3.3 to the Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 2000)*
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
Exhibit 5.1 of this Registration Statement)
23.2 Consent of Mahoney Sabol & Company, LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 1991 Long-term Incentive Plan (Exhibit 10.7 to the Registrant's
Amendment No. 2 to Annual Report on Form 10-K filed on June 30,
1995)
99.2 Amended 1991 Long-term Incentive Plan
* These items are hereby incorporated by reference from the exhibits of the
filing or report indicated (Commission File No. 0-24128) and are hereby
made a part of this Registration Statement.