As filed with the Securities and Exchange Commission on June 3, 2002
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISOLYSER COMPANY, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1746149
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1850-E BEAVER RIDGE CIRCLE
NORCROSS, GEORGIA 30071
(Address, including zip code, of registrant's principal executive offices)
1999 LONG-TERM INCENTIVE PLAN, AS AMENDED MAY 23, 2002
(Full Title of Plan)
DAN R. LEE
512 LEHMBERG ROAD
COLUMBUS, MISSISSIPPI 39702
(662) 327-1863
(Name and address, including zip code, and telephone number, including
area code, of agent for service)
COPY TO:
STEPHEN D. FOX, ESQ.
ARNALL GOLDEN GREGORY, LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price per aggregate registration
securities to be registered registered share(1) offering price(1) fee
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Common Stock, $.001 par value 2,000,000 $2.751 $5,502,000 $507.00
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 (c) and (h) based on the average of the bid and
asked price of the Company's Common Stock on May 28, 2002, as reported
by The Nasdaq Stock Market.
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 Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 0-24866);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (File No. 0-24866) filed May 14, 2002; and
(c) The description of the Registrant's Common Stock set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27, 1994 and December 20, 1996.
(d) The Company's Current Report on Form 8-K filed April 23, 2002 (File No.
0-24866).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the filing hereof and prior to a filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to Sections 14-2-851 through 14-2-857 of the Georgia Business
Corporation Code, as amended, the directors, officers, employees and agents of
the Company may, and in some cases must, be indemnified by the Company under
certain circumstances against expenses and liabilities incurred by or imposed
upon them as a result of actions, suits or proceedings brought against them as
directors, officers, employees and agents of the Company (including actions,
suits or proceedings brought against them for violations of the federal
securities laws). Article Nine of the Company's Bylaws provides for
indemnifications of directors to the fullest extent permitted by the Georgia
Business Corporation Code. These provisions generally mirror Sections 14-2-851
through 14-2-857 of the Georgia Business Corporation Code.
II-2
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5 Opinion of counsel as to legality of the securities being
registered
10(A) 1999 Long-Term Incentive Plan, as amended May 23, 2002
23(A) Consent of Arnall Golden Gregory, LLP (included in opinion filed
as Exhibit 5)
23(B) Consent of Deloitte & Touche LLP
24 Power of Attorney (included on page II-5)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes as follows:
(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
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 aggregate, represent a fundamental change in the information
set forth in this registration statement;
II-3
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (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(a) 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 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 the 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.
(4) That, for purposes of determining any liability under the 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 this 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.
(5) Insofar as indemnification for liabilities arising under the Act 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 ON FOLLOWING PAGE]
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SIGNATURES
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Columbus, State of Mississippi, on June 3, 2002.
ISOLYSER COMPANY, INC.
By: /s/ Dan R. Lee
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Dan R. Lee, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Dan R. Lee and Roger G. Wilson, and each of them,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
[ADDITIONAL SIGNATURES ON FOLLOWING PAGE]
II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 was signed by the following persons in the
capacities indicated on June 3, 2002.
SIGNATURE TITLE
/s/ Dan R. Lee President, Chief Executive
- ------------------------------ Officer and Director (principal
Dan R. Lee executive officer)
/s/ Gene R. McGrevin
- ------------------------------ Chairman of the Board of Directors
Gene R. McGrevin
/s/ Rosdon Hendrix
- ------------------------------ Director
Rosdon Hendrix
/s/ Kenneth F. Davis
- ------------------------------ Director
Kenneth F. Davis
/s/ Ronald L. Smorada
- ------------------------------ Director
Ronald L. Smorada
/s/ Roger G. Wilson Chief Financial Officer and Treasurer
- ------------------------------------ (principal financial
Roger G. Wilson and accounting officer)
EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of counsel as to legality of the securities being
registered
10(A) 1999 Long-Term Incentive Plan, as amended May 23, 2002
23(A) Consent of Arnall Golden Gregory, LLP (included in opinion filed
as Exhibit 5)
23(B) Consent of Deloitte & Touche LLP
24 Power of Attorney (included on page II-5)
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* Filed herewith.
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