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As filed with the Securities and Exchange Commission on July 18, 2001
Registration No. 333-_____
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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CELERIS CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1545493
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1801 West End Avenue, Suite 750
Nashville, Tennessee 37203
(Address of principal executive offices) (Zip code)
CELERIS CORPORATION
STOCK OPTION PLAN OF 1993
CELERIS CORPORATION
2000 STOCK OPTION PLAN
(Full title of the plans)
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Paul R. Johnson, Vice President and Chief Financial Officer
1801 West End Avenue, Suite 750
Nashville, Tennessee 37203
(Name and address of agent for service)
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(615) 341-0223
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to be price offering registration
registered registered per share(1) price(1) fee
Common Stock
($.01 par value) 165,000 $ 0.35 $57,750 $ 14.44
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
prices of the Common Stock as reported by the OTC Bulletin Board on June
26, 2001
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Celeris Corporation
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (File No. 0-26390).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 (File No. 0-26390).
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, dated August 3, 1995
(File No. 33-93700), and any amendment or report filed to update such
description filed subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
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.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines (including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan), settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person complained
of in the proceeding, the person (1) has not been indemnified by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit, and
statutory procedure has been followed in the case of any conflict of interest by
a director; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) in the case of acts or omissions
occurring in the person's performance in the official capacity of director or,
for a person not a director, in the official capacity of officer, board
committee member or employee, reasonably believed that the conduct was in the
best interests of the Company, or, in the case of performance by a director,
officer or employee of the Company involving service as a director, officer,
partner, trustee, employee or agent of another organization or employee benefit
plan, reasonably believed that the conduct was not opposed to the best interests
of the Company. In addition, Section 302A.521, subd. 3, requires payment by the
Company, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain instances. A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a
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meeting at which a disinterested quorum is present, or by a designated committee
of the Board, by special legal counsel, by the shareholders, or by a court.
Article VII of the Company's Restated Articles of Incorporation, as
amended provides that a director of the Company shall not be personally liable
to the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a breach of the duty of
loyalty to the Company or the shareholders; (ii) liability for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law; (iii) liability based on the payment of an improper dividend or an
improper repurchase of the Company's stock under Minnesota Statutes Section
302A.559 or on the sale of unregistered securities or securities fraud under
Minnesota Statutes Section 80A.23; or (iv) liability for any transaction from
which the director derived an improper personal benefit. Article VII goes on to
provide that if Minnesota Statues Chapter 302A is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company shall be limited to the fullest extent
permitted by Minnesota Statues Chapter 302A, as amended.
Item 7. Exemption From Registration Claimed.
Not applicable
Item 8. Exhibits.
The Exhibits to this registration statement are listed in the index to
Exhibits immediately following the signature page of this registration
statement, which index is incorporated herein by reference.
Item 9. Undertakings
A. Post-Effective Amendments
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 (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.
(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 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.
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(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Not withstanding the foregoing, with respect to
registration on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3) of the
Act or Rule 3-19 of this chapter if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission 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 Form F-3.
B. Subsequent Documents Incorporated by Reference
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 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. Claims for Indemnification
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 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 Nashville, State of Tennessee, on this 18th day of
July, 2001.
CELERIS CORPORATION
By /s/ Barbara A. Cannon
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Barbara A. Cannon
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on July 18, 2001.
Signature Title
/s/ Barbara A. Cannon President, Chief Executive Officer and Director
- ------------------------------------ (Principal Executive Officer)
Barbara A. Cannon
/s/ Paul R. Johnson Vice President and Chief Financial Officer
- ------------------------------------ (Principal Financial and Accounting Officer)
Paul R. Johnson
* Chairman, Board of Directors
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John M. Nehra
* Director
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W. Hudson Connery, Jr.
* Director
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Richard B. Fontaine
* Director
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Peter T. Garahan
* Director
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Andre G. Pernet, Ph.D.
*By /s/ Paul R. Johnson
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Paul R. Johnson
as Attorney-in-Fact
Dated: July 18, 2001
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EXHIBIT INDEX
Exhibit No. Name
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*4.1 Form of Certificate for Common Stock
**4.2 Restated Articles of Incorporation, as amended
*4.3 Amendment of Articles of Incorporation of the Company for name
change
**4.4 Bylaws of the Company
***4.5 Rights Agreement dated March 6, 2001, between the Company and
Wells Fargo Bank Minnesota, N.A., including Certificate of
Designations, Preferences and Rights (Exhibit A), Form of
Rights Certification (Exhibit B), and Form of Summary of
Rights (Exhibit C)
****4.6 Stock Purchase Warrant
*****4.7 First Amendment to the Celeris Corporation Employee Stock
Purchase Plan
5 Opinion of Harwell, Howard, Hyne, Gabbert & Manner P.C.
regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Harwell, Howard, Hyne, Gabbert & Manner P.C.
(included in Exhibit 5 above)
24 Powers of Attorney
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* Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (File No. 0-26390).
** Incorporated by reference to the Company's Registration Statement on
Form S-1 dated August 3, 1995 (File No. 33-93700).
*** Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A dated March 6, 2001 (File No. 0-26390).
**** Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000 (File No. 0-26390).
***** Incorporated by reference to the Company's Proxy Statement on Schedule
14A dated April 23, 2001 (File No. 0-26390).