As filed with the Securities and Exchange Commission on September 30, 2002
Registration No. 333-
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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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CELL ROBOTICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<Table>
COLORADO 84-1153295
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2715 BROADBENT PARKWAY, N.E. 87107
ALBUQUERQUE, NEW MEXICO (Zip Code)
(Address of principal executive offices)
</Table>
2002 STOCK PURCHASE PLAN
(Full title of the plan)
Gary Oppedahl, President and CEO
Cell Robotics International, Inc.
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
(505) 343-1131
(Name and address of agent for service)
with a copy to:
W. Crews Lott
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
(214) 978-3000
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED (1) REGISTERED PER SHARE (2) PRICE (2) FEE
- ------------------------------------- ------------------- ------------------ -------------------- ------------------
Common Stock, $.004 par value 2,000,000 Shares $.72 $ 1,440,000 $133
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(1) Shares of common stock of Cell Robotics International, Inc. (the
"Company"), $.004 par value per share (the "Common Stock"), being
registered hereby relate to shares issuable upon purchase by the
Company's employees, directors and consultants pursuant to the
Company's 2002 Stock Purchase Plan (the "Plan"). Pursuant to Rule 416
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), there are also being registered such additional
shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee. The fee is calculated on the basis of the average
of the bid and ask prices per share of Common Stock on the OTC Bulletin
Board on September 26, 2002 ($.72), in accordance with Rule 457(c).
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EXPLANATORY NOTE
This Registration Statement on Form S-8 covers the offer by the Company
of Common Stock issuable upon purchase by the Company's employees, directors and
consultants pursuant to the Company's 2002 Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (g) below are hereby incorporated
by reference into this Registration Statement. All documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001;
(b) The Amendment to the Company's Annual Report on Form 10-KSB/A
for the fiscal year ended December 31, 2001;
(c) The Amendment No. 2 to the Company's Annual Report on Form
10-KSB/A for the fiscal year ended December 31, 2001;
(d) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 2002;
(e) The Company's Report on Form 8-K dated August 14, 2002;
(f) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended June 30, 2002; and
(g) The description of the Company's Common Stock as contained in
the Company's Registration Statement on Form 8-A, declared
effective on April 5, 1996, pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, including all
amendments and reports filed for the purpose of updating such
descriptions.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7-109-102 of the Colorado Business Corporation Act, or the
CBCA, provides that a company may indemnify a person who was, is or is
threatened to be made a named defendant or respondant in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal (a "proceeding"), because the
person is or was a director, against liability incurred in the proceeding if the
person conducted himself or herself in good faith; and the person reasonably
believed, in the case of conduct in an official capacity with the company, that
his or her conduct was in the company's best interests, and in all other cases,
that his or her conduct was at least not opposed to the company's best
interests; and in the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful. A company may not
indemnify a director in connection with a proceeding by or in the right of the
company in which the director was adjudged liable to the company or in
connection with any other proceeding charging that the director derived an
improper personal benefit, whether or not involving action in an official
capacity, in which
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proceeding the director was adjudged liable on the basis that he or she derived
an improper personal benefit. Unless limited by its articles of incorporation,
Section 7-109-103 of the CBCA states that a company shall indemnify a person who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because the person is or was a
director against reasonable expenses (including attorneys' fees) incurred in
connection with the proceeding. Unless otherwise provided in a company's
articles of incorporation, Section 7-109-107 of the CBCA states that an officer
is entitled to mandatory indemnification under Section 7-109-103 of the CBCA.
Section 7-109-107 also states that unless provided in its articles of
incorporation, a company may indemnify an officer, employee, fiduciary or agent
of the company to the same extent as a director.
The Company's Articles of Incorporation provide that the Company may
and shall indemnify each director, officer and any employee or agent of the
Company, his heirs, executors and administrators, against any and all expenses
or liability reasonably incurred by him in connection with any action, suit or
proceeding to which he may be a party by reason of his being or having been a
director, officer, employee or agent of the Company to the full extent required
or permitted by the CBCA, as amended.
Article XIII of the Company's Amended and Restated Bylaws states that
the Company may indemnify against liability incurred in any proceeding an
individual who was, is or is threatened to be made a named defendant or
respondant in any proceeding because he is or was a director if he conducted
himself in good faith; he reasonably believed, in the case of conduct in his
official capacity with the Company, that his conduct was in the Company's best
interests, or in all other cases, that his conduct was at least not opposed to
the Company's best interests; and in the case of any criminal proceeding, he had
no reasonable cause to believe his conduct was unlawful. The Company may not
indemnify a director in connection with a proceeding by or in the right of the
Company in which the director was adjudged liable to the Company or in
connection with any proceeding charging improper personal benefit to the
director, whether or not involving action in his official capacity, in which he
was adjudged liable on the basis that personal benefit was improperly received
by him. The Company shall indemnify a person who is or was a director or officer
of the Company and who was wholly successful, on the merits or otherwise, in
defense of any proceeding to which he was a party against reasonable expenses
incurred by him in connection with the proceeding.
Under the sections of the CBCA and the Company's Bylaws, a "director"
includes an individual who is or was a director of a company or an individual
who, while a director of a company, is or was serving at the company's request
as a director, an officer, an agent, an associate, an employee, a fiduciary, a
manger, a member, a partner, a promoter or a trustee of, or to hold any similar
position with, another domestic or foreign corporation or other person or of an
employee benefit plan.
The Company may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, fiduciary or agent of
the Company and who, while a director, officer, employee, fiduciary or agent of
the Company, is or was serving at the request of the Company as a director,
officer, partner, trustee, employee, fiduciary or agent of any other foreign or
domestic company or of any partnership, joint venture, trust, other enterprise
or employee benefit plan against any liability asserted against or incurred by
him in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such liability under
the provisions of Article XIII of the Company's Bylaws. The Company currently
maintains a $1,000,000 insurance policy that covers directors' and officers'
liability.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
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ITEM 8. EXHIBITS
<Table>
<Caption>
EXHIBIT NO. TITLE
- ----------- -----
4.1(1) Specimen Certificate of Common Stock
4.2(2) Representative Common Stock Purchase Warrant
4.3(3) Warrant Agreement between the Company and Corporate Stock
Transfer, Inc.
4.4(2) Option Agreement between the Company and Ronald K. Lohrding,
Ph.D.
4.5(3) Specimen Common Stock Purchase Warrant Certificate
5.1(4) Legal Opinion of Neuman & Drennen, LLC
23.1(4) Consent of KPMG LLP
23.2(4) Consent of Neuman & Drennen, LLC (included in Exhibit 5.1)
24.1(4) Power of Attorney (included on signature page)
</Table>
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(1) Incorporated by reference from the Company's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2 which was declared
effective by the SEC on February 14, 1996.
(2) Incorporated by reference from the Company's Registration Statement on
Form SB-2, as filed with the SEC on November 24, 1997, SEC File No.
333-40895.
(3) Incorporated by reference from the Company's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2, as filed with the SEC on
January 12, 1998, SEC File No. 333-40895.
(4) Filed herewith.
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;
(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, or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with 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 the 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(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.
(c) 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 otherwise, the
Registrant has been advised that in the opinion of the 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 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 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, 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 Albuquerque, State of New Mexico, on September 30,
2002.
CELL ROBOTICS INTERNATIONAL, INC.
By: /s/ Gary Oppedahl
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Gary Oppedahl
Chief Executive Officer, President and Director
POWER OF ATTORNEY
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 dates indicated. Each person whose signature appears below
hereby authorizes and appoints as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below all amendments and post-effective
amendments to this Registration Statement as that attorney-in-fact may deem
necessary or appropriate.
<Table>
/s/ Gary Oppedahl September 30, 2002
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Gary Oppedahl, Chief Executive Officer, President
and Director
/s/ Paul C. Johnson September 30, 2002
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Paul C. Johnson, Chief Financial Officer, Chief
Accounting Officer, Secretary and Director
/s/ Oton Tisch September 30, 2002
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Oton Tisch, Director
/s/ Eutimo Sena September 30, 2002
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Eutimo Sena, Director
</Table>
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CELL ROBOTICS INTERNATIONAL, INC.
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT NO. TITLE
- ----------- -----
4.1(1) Specimen Certificate of Common Stock
4.2(2) Representative Common Stock Purchase Warrant
4.3(3) Warrant Agreement between the Company and Corporate Stock
Transfer, Inc.
4.4(2) Option Agreement between the Company and Ronald K. Lohrding,
Ph.D.
4.5(3) Specimen Common Stock Purchase Warrant Certificate
5.1(4) Legal Opinion of Neuman & Drennen, LLC
23.1(4) Consent of KPMG LLP
23.2(4) Consent of Neuman & Drennen, LLC (included in Exhibit 5.1)
24.1(4) Power of Attorney (included on signature page)
</Table>
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(1) Incorporated by reference from the Company's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2 which was declared
effective by the SEC on February 14, 1996.
(2) Incorporated by reference from the Company's Registration Statement on
Form SB-2, as filed with the SEC on November 24, 1997, SEC File No.
333-40895.
(3) Incorporated by reference from the Company's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2, as filed with the SEC on
January 12, 1998, SEC File No. 333-40895.
(4) Filed herewith.