As filed with the Securities and Exchange Commission on December 26, 2000
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
COX TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
ARIZONA 86-0220617
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification No.)
NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plan)
69 McAdenville Road
Belmont, North Carolina 28012
(704) 825-8146
(Address, including zip code and telephone number,
including area code, of Registrant's
principal executive offices)
Jack G. Mason
COX TECHNOLOGIES, INC.
69 McAdenville Road
Belmont, North Carolina 28012
(704) 825-8146
(Name, address, including zip code and telephone number,
including area code, of agent for service)
COPY TO:
Jeffrey S. Hay
MCGUIREWOODS LLP
100 North Tryon Street
Suite 2900
Charlotte, North Carolina 28202
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum
Of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------
Common Stock of Cox
Technologies, Inc.
(no par value per share) 6,652,500(1) $1.25(2) $4,369,375(2) $1,092.34(2)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers, in addition to the number of shares of
common stock stated above, additional securities that may be offered as a
result of stock splits, stock dividends or similar transactions.
(2) Pursuant to Rule 457(h), computed based upon the price at which the options
under the Non-Qualified Stock Option Agreements may be exercised.
================================================================================
This Registration Statement on Form S-8 is filed by us, relating to
6,652,500 shares of our common stock, no par value per share, authorized and
reserved for issuance under:
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox, Chairman, President
and Chief Executive Officer, for 500,000 shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox for 500,000 shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox for 1,000,000 shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher, Chief Operating
Officer, for 500,000 shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher for 500,000
shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher for 1,000,000
shares;
* the Non-Qualified Stock Option Agreement, dated March 10, 2000 between
Cox Technologies, Inc. and Brian D. Fletcher for 300,000 shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid, Chief Operating
Officer, for 500,000 shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid for 500,000 shares;
* the Non-Qualified Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid for 1,000,000 shares;
* the Non-Qualified Stock Option Agreement, dated March 10, 2000 between
Cox Technologies, Inc. and Kurt C. Reid for 300,000 shares;
* the Non-Qualified Stock Option Agreement, dated June 16, 2000 between
Cox Technologies, Inc. and Jack G. Mason, Chief Financial Officer and
Secretary, for 50,000 shares; AND
* the Non-Qualified Stock Option Agreement, dated August 1, 2000 between
Cox Technologies, Inc. and Robert L. Thornton, Controller and
Assistant Treasurer, for 2,500 shares; (the Non-Qualified Stock Option
Agreements shall be referred to collectively as the "Plan").
James L. Cox, Brian D. Fletcher, Kurt C. Reid, Jack G. Mason, and Robert L.
Thornton are employees ("Employees") of us that are deemed "employees" for
purposes of this Form S-8 since (a) they are natural persons, (b) they provide
and have provided bona fide services to us and (c) the services are not in
connection with the offer or sale of securities in a capital raising
transaction, and do not directly or indirectly promote or maintain a market for
our securities. The options granted to Employees under the Plan are subject to
the terms of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed as part of this registration statement pursuant to
Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed as part of this registration statement pursuant to
Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This prospectus does not offer to sell or buy any shares in any
jurisdiction where it is unlawful. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
this document. The following documents filed by us with the Securities and
Exchange Commission (the "SEC") are incorporated herein by reference and made a
part hereof:
1. Annual Report on Form 10-K for the year ended April 30, 2000.
2. Quarterly Report on Form 10-Q for the quarter ended July 31, 2000.
3. Quarterly Report on Form 10-Q for the quarter ended October 31, 2000.
4. Current Report on Form 8-K filed on October 17, 2000.
All documents, filed subsequent to the date hereof by us with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, are collectively referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In Arizona Revised Statutes Section 10-850 et seq., Arizona General
Corporation Law provides that a corporation may provide indemnification if:
(1) the director's conduct was in good faith;
(2) the director reasonably believed:
* in the case of conduct in an official capacity with the
corporation, that the conduct was in its best interests; or
* in all other cases, that the conduct was at least not opposed to
its best interests; and
(3) in the case of criminal proceedings, the director had no reasonable
cause to believe the conduct was unlawful.
The Registrant's Bylaws, in Section 13.01, provide that directors and
officers shall have the right to be indemnified "to the fullest permitted by
law" and further provide that the corporation may purchase liability insurance
on behalf of any or all such persons.
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Directors may not be indemnified in connection with proceedings brought 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 improper personal
benefit to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director. Under Arizona General
Corporation Law, indemnification in connection with a proceeding by or in the
right of the Company is limited to reasonable expenses incurred in connection
with the proceeding.
In Arizona Revised Statutes Section 10-202(B)(1), Arizona General
Corporation Law limits or eliminates the liability of a director of a
corporation for money damages for any action taken or not taken as a director in
all instances except:
(1) where a director receives financial benefits to which he is not
entitled;
(2) any intentional infliction of harm on the corporation or its
shareholders;
(3) the making of unlawful distributions; and
(4) intentional violations of criminal law.
Arizona General Corporation Law also provides for mandatory and
court-ordered indemnification in certain instances, including on behalf of
officers, employees and agents of the Company who are not also directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox
4.2 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox
4.3 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox
4.4 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4.5 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4.6 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4.7 Non-Statutory Stock Option Agreement, dated March 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4
4.8 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.9 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.10 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.11 Non-Statutory Stock Option Agreement, dated March 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.12 Non-Statutory Stock Option Agreement, dated June 16, 2000
between Cox Technologies, Inc. and Jack G. Mason
4.13 Non-Statutory Stock Option Agreement, dated August 1, 2000
between Cox Technologies, Inc. and Robert L. Thornton
5.1 Opinion of McGuireWoods, LLP.
23.1 Consent of Bedinger & Company, independent auditors.
23.2 Consent of McGuireWoods, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
ITEM 9. UNDERTAKINGS.
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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended ("the Securities Act");
(b) 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 hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this 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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee";
(c) 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 the undertakings set forth in paragraphs (a) and (b) above shall
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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
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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.
(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.
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 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 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 our 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.
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, when applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities 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.
For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus 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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SIGNATURES
Pursuant to the requirements of the Securities Act, 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, the city of Belmont, state of North Carolina, on December 22, 2000.
COX TECHNOLOGIES, INC.
By: /s/ James L. Cox
------------------------------------
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, 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 appoints Jack
G. Mason as such person's true and lawful attorney, with full power for him to
sign, for such person and in such person's name and capacity indicated below,
any and all amendments to this registration statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James L. Cox Chairman, President and Chief December 22, 2000
- ------------------------- Executive Officer (Principal
James L. Cox Executive Officer)
/s/ Jack G. Mason Chief Financial Officer and December 22, 2000
- ------------------------- Secretary (Principal Financial
Jack G. Mason and Accounting Officer)
/s/ Brian D. Fletcher Chief Operating Officer December 22, 2000
- ------------------------- and Director
Brian D. Fletcher
/s/ Kurt C. Reid Chief Operating Officer December 22, 2000
- ------------------------- and Director
Kurt C. Reid
/s/ Robert D. Voigt Director December 22, 2000
- -------------------------
Robert D. Voigt
/s/ Uri M. Dahan Executive Vice President - December 22, 2000
- ------------------------- Engineering and Director
Uri M. Dahan
/s/ George M. Pigott Director December 22, 2000
- -------------------------
George M. Pigott
/s/ Michael E. Fonzo Director December 22, 2000
- -------------------------
Michael E. Fonzo
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox
4.2 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox
4.3 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and James L. Cox
4.4 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4.5 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4.6 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4.7 Non-Statutory Stock Option Agreement, dated March 10, 2000
between Cox Technologies, Inc. and Brian D. Fletcher
4.8 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.9 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.10 Non-Statutory Stock Option Agreement, dated August 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.11 Non-Statutory Stock Option Agreement, dated March 10, 2000
between Cox Technologies, Inc. and Kurt C. Reid
4.12 Non-Statutory Stock Option Agreement, dated June 16, 2000 between
Cox Technologies, Inc. and Jack G. Mason
4.13 Non-Statutory Stock Option Agreement, dated August 1, 2000
between Cox Technologies, Inc. and Robert L. Thornton
5.1 Opinion of McGuireWoods, LLP.
23.1 Consent of Bedinger & Company, independent auditors.
23.2 Consent of McGuireWoods, LLP (included in 5.1).
24.1 Power of Attorney (included in signature page).