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Registration No. 33-
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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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FLORAFAX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0719035
(State of Incorporation) (I.R.S. Employer
Identification No.)
8075 20TH STREET, VERO BEACH, FLORIDA 32966
(Address of Principal Executive Offices) (Zip Code)
FLORAFAX INTERNATIONAL, INC.
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of Plan)
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with copies to:
JAMES H. WEST DREW R. FULLER, JR. or
PRESIDENT HOLLY H. FULLER
FLORAFAX INTERNATIONAL, INC. CAUTHORN HALE HORNBERGER FULLER
8075 20TH STREET SHEEHAN & BECKER, INCORPORATED
VERO BEACH, FLORIDA 32966 700 NORTH ST. MARY'S STREET, SUITE 620
SAN ANTONIO, TEXAS 78205
(Names and addresses of agent for service)
(407) 563-0263 (210) 271-1700
(Telephone numbers, including area codes, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be Registered Registered offering price per aggregate offering registration fee
share price
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Common Stock, par (1) (2) (2)
value, $.01 per share 500,000.00 $2.125 $1,062,500 $366.38
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(1) Plus such indeterminate number of additional shares of Common Stock as
may be issuable by reason of the operation of the anti-dilution
provisions of awards granted under the Plan.
(2) In accordance with Rule 457(c), computed upon the basis of the average
of the bid and asked price of the Company's Common Stock as reported on
NASD's electronic OTC Bulletin Board, on June 24, 1996, which price is
used solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Florafax International, Inc. is referred to herein as the "Company."
The documents listed below are incorporated by reference in this registration
statement:
The Company's Annual Report on Form 10-KSB for the fiscal year ended
August 31, 1995; Quarterly Reports on Form 10-QSB for the fiscal quarters ended
November 30, 1995, and February 29, 1996; Current Report on Form 8-K dated
February 8, 1996; and all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since
August 31, 1995 are hereby incorporated herein by reference. The shares of
Common Stock registered pursuant to the Registration Statement of which the
Prospectus is a part are of the same class of securities of the Company
currently registered under Section 12 of the Exchange Act. The descriptions of
the Common Stock contained in previous registration statements, as amended by
any amendment or reports filed which update such registration statements, and as
amended by the Company's Restated Certificate of Incorporation and all
amendments thereto, are hereby incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a),13(c), 14
and 15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all securities offered
by the registrant have been sold or which deregisters all securities then
remaining unsold, will be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or replaces such statement.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 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 a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No expert or counsel for the Company has an interest in the Company
which exceeds Fifty Thousand Dollars ($50,000.00).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
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trust or other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matters as to
which such person shall have been adjudged liable to the corporation, except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, in the case of
criminal actions or proceedings, the person had no reasonable cause to believe
his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, or (2) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
The Company's Restated Certificate of Incorporation and Bylaws require
the Company to indemnify the Company's directors to the maximum extent permitted
under Delaware law or any other applicable law in effect, but if such statute or
law is amended, the Company may change the standard of indemnification only to
the extent that such amended statute or law permits the Company to provide
broader indemnification rights to the Company's directors. Pursuant to
employment agreements entered into in the normal course of business by the
Company with its executive officers and certain other key employees, the Company
may be required to indemnify such officers and employees in the same manner and
to the same extent that the Company is required to indemnify its directors under
its Restated Certificate of Incorporation and Restated Bylaws. The Company's
Restated Certificate of Incorporation limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are to be reoffered or resold pursuant to this
registration statement.
ITEM 8. EXHIBITS.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-B:
Number Description
4 Certificate of Amendment to the Restated Certificate
of Incorporation of the Company, Restated Certificate
of Incorporation of the Company and Bylaws of the
Company.
5 Opinion of Cauthorn Hale Hornberger Fuller Sheehan &
Becker Incorporated, as to the legality of the Common
Stock of the Company to be registered hereunder.
23.1 Consent of Cauthorn Hale Hornberger Fuller Sheehan &
Becker Incorporated (incorporated within Exhibit
Number 5 hereof).
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23.2 Consent of Ernst & Young, L.L.P.
24 Power of Attorney (included as part of the signature
page of this registration statement).
99.1 Description of Common Stock of the Company contained
in Form 8-A, dated December 28, 1971 as amended by the
Company's Restated Certificate of Incorporation and
all amendments thereto (filed as Exhibit 4 to the
registration statement and incorporated herein by
reference).
99.2 Florafax International, Inc. Annual Report on Form
10-KSB for the fiscal year ended August 31, 1995,
incorporated by reference.
99.3 Florafax International, Inc. Quarterly Reports on Form
10-QSB for the fiscal quarters ended November 30,
1995, and February 29, 1996 incorporated by reference.
99.4 Current Report on Form 8-K dated February 8, 1996,
incorporated by reference.
ITEM 9. UNDERTAKINGS.
(1) 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 ("Securities Act");
(ii) To 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 (or the most recent post-effective amendment
thereof);
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment to this
registration statement by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act and are incorporated by reference therein.
(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.
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SIGNATURES
The Registrant. 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 Vero Beach, and the State of Florida, as of the
28th day of June, 1996.
FLORAFAX INTERNATIONAL, INC.
By:/s/ James H. West
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James H. West, President, Chief Operating
Officer and Chief Financial Officer
We, the undersigned officers and directors of Florafax International,
Inc. (the "Company"), hereby severally appoint Andrew W. Williams or James H.
West and each of them, agent and attorney-in-fact to sign for us, and in our
names in the capacities indicated below, a Registration Statement on Form S-8
relating to certain shares of the Company's Common Stock, and any and all
amendments to such Registration Statement, for the purpose of registering such
shares under the Securities Act of 1933, hereby ratifying and confirming our
signatures as they may be signed by our attorneys to such Registration Statement
and any and all Amendments thereto.
Witness our hands on the respective dates set forth below.
____________________
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Date Title
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June 28, 1996
_________/s/___________ ____________ Chairman of the Board, Chief
Andrew W. Williams Executive Officer and Director
June 28, 1996
_________/s/_____________ ____________ President, Chief Operating Officer,
James H. West Chief Financial Officer and Director
June 28, 1996
_________/s/___________ ____________ Principal Accounting Officer
Kelly S. McMakin
June 28, 1996
_________/s/______________ ____________ Director
T. Craig Benson
June 28, 1996
_________/s/______________ _____________ Director
Solomon O. Howell, Jr.
June 28, 1996
_________/s/______________ ____________ Director
Glenn R. Massey
_________/s/______________ June 28, 1996 Director
William E. Mercer
June 28, 1996
_________/s/______________ ____________ Director
Kenneth G. Puttick
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EXHIBIT INDEX
Exhibit
Number Description Page
4 Restated Certificate of Incorporation of the _____
Company and all amendments thereto, and
Bylaws of the Company.
5 Opinion of Cauthorn Hale Hornberger Fuller _____
Sheehan & Becker Incorporated, as to the
legality of the Common Stock of the Company
to be registered hereunder.
23.1 Consent of Cauthorn Hale Hornberger Fuller _____
Sheehan & Becker, Incorporated (incorporated
within Exhibit Number 5 hereof).
23.2 Consent of Ernst & Young, L.L.P. _____
24 Power of Attorney (included as part of the
signature page of this registration statement).
99.1 Description of Common Stock of the Company
contained in Form 8-A, dated December 28, 1971
as amended by the Company's Restated Certificate
of Incorporation and all amendments thereto (filed
as Exhibit 4 to this registration statement and
incorporated herein by reference).
99.2 Florafax International, Inc. Annual Report on
Form 10-KSB for the fiscal year ended August 31, 1995,
incorporated by reference.
99.3 Florafax International, Inc. Quarterly Reports on
Form 10-QSB for the fiscal quarters ended November 30,
1995, and February 29, 1996 incorporated by reference.
99.4 Current Report on Form 8-K dated February 8, 1996,
incorporated by reference.
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