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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Volu-Sol, Inc.
(Exact name of registrant as specified in its charter)
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Utah 87-0543981
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
5095 West 2100 South
Salt Lake City, Utah 84120
(801) 974-9474
(Address of Principal Executive Offices and Zip Code
and Telephone Number of Issuer)
Stock Option Agreements
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David G. Derrick, CEO
Volu-Sol, Inc.
5095 West 2100 South
Salt Lake City, Utah 84120
(801) 974-9474
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Kevin R. Pinegar, Esq.
Durham Jones & Pinegar PC
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 415-3000
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum Proposed maxi-
of securities to be Amount to be offering price per mum aggregate Amount of
registered registered(1) share(2) offering price registration fee(3)
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Common Stock 1,600,000 shares $1.00 $1,600,000 $400.00
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(1) This Registration Statement also covers an indeterminate number of Common
Shares that may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the
exercise price of the options and the last sale price of the common stock.
(3) $250 per $1,000,000 of aggregate offering price, pursuant to Section 6(b)
of the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees and consultants as
specified by Rule 428(b)(1). Such documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act").
This registration statement covers the following shares:
1. 500,000 shares issuable at a price of $1.00 per share pursuant to an
option granted to David G. Derrick, an officer and director of the
Company, in October 2000;
2. 500,000 shares issuable at a price of $1.00 per share pursuant to an
option granted to James Dalton, an officer and director of the
Company, in October 2000;
3. 400,000 shares issuable at a price of $1.00 per share pursuant to an
option granted to Bill Kirton, an officer and director of the Company,
in October 2000; and
4. 200,000 shares issuable at a price of $1.00 per share pursuant to an
option granted to Michael G. Acton, an officer of the Company, in
October 2000.
Copies of the relevant stock option agreements are attached to this Registration
Statement as exhibits and by this reference incorporated herein.
Item 2. Registration Information and Employee Plan Annual Information.
Registrant shall provide to the Participant, without charge, upon oral
or written request, the documents incorporated by reference in Item 3 of Part II
of this Registration Statement. The Registrant shall also provide to the
Participant, without charge, upon oral or written request, all of the documents
required to be delivered to the Participant pursuant to Rule 428(b). Any and all
such requests shall be directed to the Registrant at the address set forth on
the cover page hereof. Its telephone number is (801) 974-9474.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Volu-Sol, Inc. (the
"Company") are incorporated herein by reference:
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(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2000; and
(b) Description of the class of securities of the Company to be
offered, (incorporated by reference to the Registration Statement
of the Company previously filed, pursuant to which the class of
Common Stock of the Company was registered under the Securities
Exchange Act of 1934, as amended);
(c) Quarterly reports on Form 10-QSB filed by the Company for the
quarters ended December 31, 2001 and March 31, 2001;
(d) Current report on Form 8-K filed by the Company on July 25, 2001.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement 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 hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Sections 16-10a-841 and 16-10a-842 Revised Business Corporation Act of
Utah, together with Articles IV and V of the Articles of Incorporation of the
Company, provide for indemnification of the Company's directors, officers,
employees, fiduciaries or agents, subject to the Company's determination in each
instance that indemnification is in accordance with the standards set forth in
the Utah Law. The Company may purchase and maintain liability insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the Company against liability asserted against or incurred by him or
her in that capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the Company would have power to
indemnify him or her against the same liability under the provisions of the
Articles of Incorporation. See Articles IV and V of the Company's Articles of
Incorporation, which are incorporated herein by reference and which qualify the
foregoing summary statement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
2
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Option agreement between the Company and David G. Derrick.
4.2 Option agreement between the Company and James Dalton.
4.3 Option agreement between the Company and Bill Kirton.
4.4 Option agreement between the Company and Mike Acton.
5 Opinion of Durham Jones & Pinegar PC regarding validity of
common stock registered herein.
23(a) Consent of Tanner+Co.
23(b) Consent of Durham Jones & Pinegar PC (included in the opinion
filed as Exhibit 5 to this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Company 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;
(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
information required to be included in a post-effective amendment by those
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paragraphs is contained in periodic reports filed by the Company 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, 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.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company'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 the 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Salt Lake City, State of Utah, July 27, 2001.
Volu-Sol, Inc.
By /s/ David G. Derrick
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David G. Derrick
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Derrick his attorney-in-fact,
with the power of substitution, for him and in any and all capacities, to sign
any and all amendments to this Registration Statement (including post effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the dates indicated.
Signature Title Dated
/s/ David G. Derrick
- -------------------------- Chairman and CEO 7/27/01
David G. Derrick
/s/ Michael G. Acton
- -------------------------- CFO (Principal 7/27/01
Michael G. Acton Accounting Officer)
/s/ Wilford W. Kirton, III
- -------------------------- Director 7/27/01
EXHIBIT INDEX
Exhibits
4.1 Option agreement between the Company and David G. Derrick.
4.2 Option agreement between the Company and James Dalton.
4.3 Option agreement between the Company and Bill Kirton.
4.4 Option agreement between the Company and Mike Acton.
5. Opinion of Durham Jones & Pinegar PC regarding validity of common stock
registered herein.
23(a) Consent of Tanner+Co.
23(b) Consent of Durham Jones & Pinegar PC (included in the opinion filed as
Exhibit 5 to this Registration Statement).