As filed with the Securities and Exchange Commission on April 10, 2002,
Registration No. ________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CARING PRODUCTS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 98-0134875
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(State or other (I.R.S. Employer
jurisdiction of organization) Identification No.)
7025 East 1st Avenue, Suite No. 5, Scottsdale, AZ 85251
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(Address of Principal Executive Offices) (Zip Code)
2001 Employee Stock Compensation Plan
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(Full title of the plan)
Ian Rice
President
7025 East 1st Avenue, Suite No. 5
Scottsdale, AZ 85251
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(Name and address of agent for service)
(480) 954-2232
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(Telephone number, including area code,
of agent for service)
continued overleaf
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to be offering price offering registration
to be registered registered per Share (2) price fee
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Common Stock 5,000,000(1) $4,875,000(3) $448.50
Total $448.50
(1) In addition, pursuant to Rule 416 under the Securities Act, this
registration statement also covers an indeterminate number of shares as
may be required by reason of any stock dividend, recapitalization,
stock split, reorganization, merger, consolidation, combination or
exchange of shares or other similar change affecting the stock.
(2) Omitted pursuant to Rule 457(o) under the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) based on the average of the bid
and ask prices for the Common Stock on April 5, 2002 as reported on the
over the counter market OTCBB.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
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Item 2. Registrant Information and Employee Plan Annual Information
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As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this registration statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I of this registration statement will be sent or given to eligible
employees as specified by Rule 428(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424 promulgated under the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
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The following documents, as filed by Caring Products International,
Inc., a Delaware corporation (the "Registrant"),with the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
(1) Quarterly Report on Form 10-QSB for the fiscal quarter ended December
31, 2001.
(2) Quarterly Report on Form 10-QSB for the fiscal quarter ended September
30, 2001.
(3) Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30,
2001.
(4) Information Statement on Form 14C dated June 25, 2001.
(5) Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001.
(6) The description of the common stock, par value $0.001 per share
("Common Stock"), of the Registrant contained in the Registrant's
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, subsequent to the effective date of this
registration statement and prior to the filing of a post-effective amendment
which indicate that all securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the date of
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filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 of this
registration statement.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its officers and directors to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law ("DGCL").
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceedings, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agent in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such adjudication of liability.
In addition, the Registrant's Certificate of Incorporation eliminates
the personal liability of directors to the fullest extent permitted by Section
102 of the DGCL.
Item 7. Exemption from Registration Claimed
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Not Applicable.
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Item 8. Exhibits
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Reference is made to the Exhibit Index following the signature page.
Item 9. Undertakings
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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 to;
(i) Include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) 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) 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 (1)(i) and (1)(ii) do 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 the
registration statement;
(2) 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 be deemed to be the initial bona fide
offering thereof; and;
(3) File a post-effective registration statement to remove from
registration any of the securities being registered which
remain unsold at the end 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 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 herein, 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 provisions described in Item 6, 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
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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
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Pursuant to the requirement of the Securities Act of 1933, as amended,
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 Scottsdale, Arizona, on the 8th day of April 2002.
CARING PRODUCTS INTERNATIONAL, INC.
By: /s/ IAN RICE
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Chairman of the Board,
President, Chief Executive Officer,
Treasurer & Principal Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ IAN RICE Director April 8, 2002
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Ian Rice
/s/ RAYMOND A. BILLS Director April 8, 2002
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Raymond A. Bills
/s/ SUSAN SCHRETER Director April 8, 2002
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Susan Schreter
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INDEX TO EXHIBITS
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The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
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5.1 Opinion of Brown Rudnick Berlack Israels LLP.
10.1 2001 Employee Stock Compensation Plan
23.1 Consent of Brown Rudnick Berlack Israels LLP (included in
Exhibit 5.1).
23.2 Consent of Grant Thornton LLP.