As filed with the Securities and Exchange Commission on March 26, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CELL ROBOTICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1153295
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2715 BROADBENT PARKWAY, N.E. 87107
ALBUQUERQUE, NEW MEXICO (Zip Code)
(Address of principal executive offices)
2002 STOCK PURCHASE PLAN
(Full title of the plan)
Gary Oppedahl, President and CEO
Cell Robotics International, Inc.
2715 Broadbent Parkway, N.E.
Albuquerque, New Mexico 87107
(505) 343-1131
(Name and address of agent for service)
WITH A COPY TO:
W. Crews Lott
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
(214) 978-3000
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED (1) REGISTERED PER SHARE (2) PRICE (2) FEE
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Common Stock, $.004 par value 1,000,000 Shares $.43 $430,000 $35
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(1) Shares of common stock of Cell Robotics International, Inc. (the
"Company"), $.004 par value per share (the "Common Stock"), being
registered hereby relate to shares issuable upon purchase by the
Company's employees, directors and consultants pursuant to the
Company's 2002 Stock Purchase Plan (the "Plan"). Pursuant to Rule 416
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), there are also being registered such additional
shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee. The fee is calculated on the basis of the average
of the bid and ask prices per share of Common Stock on the OTC Bulletin
Board on March 21, 2003 ($.43), in accordance with Rule 457(c).
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INCORPORATION BY REFERENCE
The 1,000,000 shares of Common Stock being registered hereby shall be
issued under the 2002 Stock Purchase Plan, which was amended as of March 18,
2003, to increase the number of shares of Common Stock available for issuance
under the 2002 Stock Purchase Plan. Pursuant to Instruction E of Form S-8, the
contents of the Company's Registration Statement on Form S-8 as filed with
Securities and Exchange Commission on September 30, 2002, Registration No.
333-100191, are incorporated by reference herein.
ITEM 8. EXHIBITS
EXHIBIT NO. TITLE
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4.1(1) Specimen Certificate of Common Stock
4.2(2) Option Agreement between the Company and Ronald K. Lohrding, Ph.D.
5.1(3) Legal Opinion of Neuman & Drennen, LLC
23.1(3) Consent of KPMG LLP
23.2(3) Consent of Neuman & Drennen, LLC (included in Exhibit 5.1)
24.1(3) Power of Attorney (included on signature page)
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(1) Incorporated by reference from the Company's Pre-Effective Amendment No. 1
to Registration Statement on Form SB-2 which was declared effective by the
SEC on February 14, 1996.
(2) Incorporated by reference from the Company's Registration Statement on Form
SB-2, as filed with the SEC on November 24, 1997, SEC File No. 333-40895.
(3) Filed herewith.
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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 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 Albuquerque, State of New Mexico, on March 26, 2003.
CELL ROBOTICS INTERNATIONAL, INC.
By: /s/ Gary Oppedahl
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Gary Oppedahl
Chief Executive Officer, President and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, 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 authorizes and appoints as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below all amendments and post-effective
amendments to this Registration Statement as that attorney-in-fact may deem
necessary or appropriate.
/s/ Gary Oppedahl March 26, 2003
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Gary Oppedahl, Chief Executive Officer,
President and Director
/s/ Paul C. Johnson March 26, 2003
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Paul C. Johnson, Chief Financial Officer, Chief
Accounting Officer, Secretary and Director
/s/ Oton Tisch March 26, 2003
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Oton Tisch, Director
/s/ Eutimo Sena March 26, 2003
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Eutimo Sena, Director
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CELL ROBOTICS INTERNATIONAL, INC.
INDEX TO EXHIBITS
EXHIBIT NO. TITLE
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4.1(1) Specimen Certificate of Common Stock
4.2(2) Option Agreement between the Company and Ronald K. Lohrding, Ph.D.
5.1(3) Legal Opinion of Neuman & Drennen, LLC
23.1(3) Consent of KPMG LLP
23.2(3) Consent of Neuman & Drennen, LLC (included in Exhibit 5.1)
24.1(3) Power of Attorney (included on signature page)
_____________
(1) Incorporated by reference from the Company's Pre-Effective Amendment No. 1
to Registration Statement on Form SB-2 which was declared effective by the
SEC on February 14, 1996.
(2) Incorporated by reference from the Company's Registration Statement on Form
SB-2, as filed with the SEC on November 24, 1997, SEC File No. 333-40895.
(3) Filed herewith.