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Registration No. 333-______
As filed with the Securities and Exchange Commission on November 4, 1998
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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ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3317208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
28025 OAKLAND OAKS 48393
WIXOM, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
ROCKWELL MEDICAL TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
ROBERT L. CHIOINI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROCKWELL MEDICAL TECHNOLOGIES, INC.
28025 OAKLAND OAKS
WIXOM, MI 48393
(Name and address of agent for service)
(248) 449-3353
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
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Common Shares (1) 450,000 shares (2) $ 2.31(3) $1,039,500(3) $ 288.98
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(1) No par value per share (the "Common Shares").
(2) This Registration Statement shall also cover any additional Common Shares
which become available for grant under the Plan by reason of any stock
dividend, stock split, recapitalization or similar transaction effected
without receipt of consideration which results in an increase in the
number of outstanding Common Shares.
(3) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act,
solely for the purpose of computing the registration fee and, based on the
average of the high and low (or bid and asked) prices of the Common Shares
as traded on The Nasdaq SmallCap Market on November 2, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Rockwell Medical Technologies, Inc. (the
"Registrant"), on Form 10-KSB for the fiscal year ended December 31,
1997, filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. Quarterly Report of the Registrant on Form 10-QSB for the
fiscal quarter ended March 31, 1998, filed with the Commission
pursuant to the Exchange Act.
3. Quarterly Report of the Registrant on Form 10-QSB for the
fiscal quarter ended June 30, 1998, filed with the Commission
pursuant to the Exchange Act.
4. The description of the Registrant's Common Shares contained
in Item 1 of the Registrant's Registration Statement on Form 8-A
filed with the Commission on January 23, 1998, pursuant to Section 12
of the Exchange Act.
All documents subsequently filed by the Registrant 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 then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act, as amended, authorizes a
Michigan corporation under specified circumstances to indemnify its directors
and officers (including reimbursement for expenses incurred). The provisions of
the Registrant's Bylaws relating to indemnification of directors and executive
officers generally provide that directors and executive officers will be
indemnified to the fullest extent permissible under Michigan law. The provisions
also provide for the advancement of litigation expenses at the request of a
director or executive officer. These obligations are broad enough to permit
indemnification with respect to liabilities arising under the Securities Act of
1933, as amended, or the Michigan Uniform Securities Act, as amended.
The Michigan Business Corporation Act, as amended, also permits
Michigan corporations to limit the personal liability of directors for a breach
of the director's fiduciary duty. The provisions of the Registrant's Articles of
Incorporation limit director liability to the maximum extent currently permitted
by Michigan law. Michigan law currently allows a corporation to provide in its
articles of incorporation that a director of the corporation will not be
personally liable to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability for specified
acts. As a result of the inclusion of such a provision, shareholders of the
Registrant may be unable to recover monetary damages against directors for
actions taken by them which constitute negligence or gross negligence or which
are in violation of their fiduciary duties, although it may be possible to
obtain injunctive or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to shareholders in any
particular case, shareholders may not have any effective remedy against the
challenged conduct. These provisions, however, do not affect liability under the
Securities Act of 1933, as amended.
In addition, the Registrant has obtained Directors' and Officers'
liability insurance. The policy provides for $2,000,000 in coverage including
prior acts dating to the Registrant's inception and liabilities under the
Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of Rockwell Medical Technologies,
Inc., as amended, incorporated by reference to Exhibits
3(i).1, 3(i).2, 3(i).3 and 3(i).4 to the Registrant's
Registration Statement on Form SB-2, Registration No.
333-31991
4.2 Bylaws of Rockwell Medical Technologies, Inc.,
incorporated by reference to Exhibit 3(ii) to the
Registrant's Registration Statement on Form SB-2,
Registration No. 333-31991
4.3 Rockwell Medical Technologies, Inc. 1997 Stock Option Plan
5 Opinion of Honigman Miller Schwartz and Cohn
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23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Honigman Miller Schwartz and Cohn
(included in the opinion filed as Exhibit 5 to this
Registration Statement)
24 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
ITEM 9. UNDERTAKINGS.
(a) 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 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 a 20% 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 by
the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated
by reference in the 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
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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 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 Section
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 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, 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 Wixom, State of Michigan, on October 30, 1998.
ROCKWELL MEDICAL TECHNOLOGIES, INC.
By: /s/ Robert L. Chioini
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Robert L. Chioini
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of ROCKWELL MEDICAL TECHNOLOGIES, INC., a Michigan corporation
(the "Company"), hereby constitutes and appoints Robert L. Chioini and James J.
Connor, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Shares pursuant
to the Rockwell Medical Technologies, Inc. 1997 Stock Option Plan, and any of
the documents relating to such registration statement, any and all amendments to
such registration statement, including any amendment thereto changing the amount
of securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority; granting unto said attorneys, 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 in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Gary D. Lewis
- ----------------------------------------------- Chairman of the Board October 29, 1998
Gary D. Lewis of Directors
/s/ Robert L. Chioini
- ----------------------------------------------- President, Chief Executive October 30, 1998
Robert L. Chioini Officer and Director
(Principal Executive Officer)
/s/ James J. Connor
- ----------------------------------------------- Vice President of Finance, October 30, 1998
James J. Connor Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Norman L. McKee
- ----------------------------------------------- Director October 30, 1998
Norman L. McKee
- ----------------------------------------------- Director
Michael J. Xirinachs
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Articles of Incorporation of Rockwell Medical Technologies, Inc.,
as amended, incorporated by reference to Exhibits 3(i).1, 3(i).2,
3(i).3 and 3(i).4 to the Registrant's Registration Statement on
Form SB-2, Registration No. 333-31991
4.2 Bylaws of Rockwell Medical Technologies, Inc., incorporated by
reference to Exhibit 3(ii) to the Company's Registration Statement
on Form SB-2, Registration No. 333-31991
4.3 Rockwell Medical Technologies, Inc. 1997 Stock Option Plan
5 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5 to this Registration Statement)
24 Powers of Attorney (included after the signature of the Registrant
contained on page 6 of this Registration Statement)
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