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As filed with the Securities and Exchange Commission on June 9, 2000
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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CVF TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 87-0429335
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(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
916 Center Street, Lewiston, New York 14092 (716) 754-7883 (Address,
including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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STOCK OPTION AGREEMENTS
(Full title of the plan)
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John J. Zak, Esq.
Hodgson, Russ, Andrews, Woods & Goodyear, LLP
One M & T Plaza, Suite 2000
Buffalo, New York 14203
(716) 843-1253
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Calculation of Registration Fee
Title of securities to be Amount to be registered Aggregate offering price (1) Amount of registration fee (1)
registered
Common Stock, par 865,000 Shares $2,615,150 $690.40
value $.001 per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1).The offering price per share for the
outstanding stock options is the exercise prices of such options. The
chart below illustrates the calculation of the registration fee:
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Offering Price Aggregate
Number of Shares Per Share Offering Price
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530,000 $2.88 $1,526,400
335,000 $3.25 $1,088,750
(Shares issuable pursuant to outstanding options granted under Stock Option
Agreements between the Company and each Awardee. Amounts shown are an aggregate
number.)
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to participants as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
CVF Technologies Corporation (the "Company") hereby incorporates by
reference into this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the Annual Report
referred to in (a) above, including the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000; and
(c) The description of the Company's common stock included under the
caption "Securities to be Registered" in the Company's registration
statement on Form 10-SB, File No. 000- 29266, dated February 12, 1997 (as
amended on February 26, 1997, May 30, 1997 and August 22, 1997), including
any amendments or reports filed for the purpose of updating such
description.
(d) In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to
the filing of a post-effective amendment which indicates that the
securities offered hereby have been sold or which deregisters the
securities offered hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing from the date of filing of such documents.
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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 VIII of the Company's bylaws provides for the indemnification of
the Company's officers and directors to the extent authorized by the Nevada
Revised Statutes. Section 78.7502(1) of the Nevada Revised Statutes allows the
Company to indemnify any person made or threatened to be made a party to any
action, except an action by the Company or in the Company's right, by reason of
the fact that he or she is or was a director, officer, employee or agent of, or
is or was serving at the Company's request as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
the action, suit or proceeding if the person acted in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the Company's
best interests, and, with respect to any criminal proceeding, had no reasonable
cause to believe the conduct was unlawful. Article VIII of the Company's charter
provides for indemnification of such a person to the full extent provided by the
Nevada Revised Statutes, as amended from time to time.
Under Section 78.7502(2), a similar standard of care applies to derivative
actions by the Company or in the Company's right, except that indemnification is
limited solely to expenses (including attorneys' fees) incurred in connection
with the defense or settlement of the action and court approval of the
indemnification is required where the person seeking indemnification has been
found liable to the Company.
In addition, Section 78.751(2) allows the Company to advance payment of
indemnifiable expenses prior to final disposition of a proceeding. Decisions as
to the payment of indemnification are made by a majority of the Board of
Directors at a meeting at which a quorum of disinterested directors is present,
or by written opinion of special legal counsel or by the stockholders.
Section 78.751(3) provides that the power to indemnify is not exclusive of
any rights granted under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 78.752 of the Nevada Revised Statutes and Section 8.06 of our
Bylaws enable the Company to purchase and maintain insurance for the Company's
present and former directors, officers, employees and agents. Accordingly, the
Company has provided liability insurance for each director and officer for
certain losses arising from claims or charges made against him or her while
acting in his or her capacity as our director or officer, including liabilities
under federal securities laws.
Additionally, Article V of the Company's charter limits the liability of
the Company's directors under certain circumstances. Article V states:
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A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (b) the payment of
distributions in violation of section 78.300 of the Nevada Revised Statutes.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Description
4.1 Form of Stock Option Agreement (Executive Officers).
4.2 Form of Stock Option Agreement (Vesting Schedule).
4.3 Form of Stock Option Agreement (Immediate Vesting).
5 Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
(included in Exhibit 5.1)
24 Power of Attorney (included on signature page)
Item 9. Undertakings
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events arising after the
effective date of this 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; and
(iii) 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 paragraphs (1)(i) and (1)(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 Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
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(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.
(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 Company hereby undertakes that, for purposes of determining any
liability under the Exchange Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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 herein, 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 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer of controlling person of the Company 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 Company 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 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, 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 Lewiston, State of New York, on the 9th day of June, 2000.
CVF TECHNOLOGIES CORPORATION
By: /s/ Jeffrey I. Dreben
Jeffrey I. Dreben, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jeffrey
I. Dreben or Robert Miller, each or either of them, such person's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the ratifying and confirming all
that said attorney-in-fact and agent, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ Jeffrey I. Dreben Chairman of the Board, President , Chief June 9, 2000
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Jeffrey I. Dreben Executive Officer and Director
(Principal Executive Officer)
/s/ Robert Nally Chief Operating Officer, Chief Technology June 9, 2000
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Robert Nally Officer, Secretary, Treasurer and Director
/s/ George Khouri Director June 9, 2000
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George Khouri
/s/ Robert Glazier Director June 9, 2000
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Robert Glazier
/s/ Robert Miller Chief Financial Officer (Principal Financial June 9, 2000
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Robert Miller and Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Description Page No.
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4.1 Form of Stock Option Agreement (Executive Officers).
4.2 Form of Stock Option Agreement (Vesting Schedule).
4.3 Form of Stock Option Agreement (Immediate Vesting).
5 Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
(included in Exhibit 5)
24 Power of Attorney (included on signature page)