As filed with the Securities and Exchange Commission on July 19, 2001.
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CRYO-CELL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3023093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3165 McMullen Booth Road, Building B
Clearwater, Florida 33761
(727) 723-0333
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CRYO-CELL INTERNATIONAL, INC.
STOCK INCENTIVE PLAN
(Full Title of Plan)
Daniel D. Richard
Chief Executive Officer
Cryo-Cell International, Inc.
3165 McMullen Booth Road, Building B
Clearwater, Florida 33761
(727) 450-8000
(Name, Address and Telephone number of
Agent for Service)
Copies to:
Mark A. Catchur, Esquire
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, Florida 33602
(813) 229-7600
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered Registered maximum offering aggregate registration fee
price per share offering price
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 Par Value................ 1,500,000 shares/(1)/ $6.74/ (2)/ $10,116,687.50/(2)/ $2,529.17
====================================================================================================================================
____________________
/(1)/Pursuant to Rule 416(a), this Registration Statement also covers additional
securities that may be offered as a result of stock splits, stock dividends, or
similar transactions relating to the shares covered by this Registration
Statement.
/(2)/Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457. Pursuant to Rule 457(h)(1), a portion of the fee is
calculated on the basis of the prices at which 1,100,500 previously granted
options may be exercised. The remainder of the fee is allocated to 399,500
unissued shares and is based upon the average price of the Registrant's Common
Stock on July 17, 2001, in accordance with Rule 457(h) under the Securities Act.
The price per share represents the number determined by dividing the aggregate
exercise amount by the number of shares to be acquired upon exercise.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
The documents containing the information concerning the Cryo-Cell
International, Inc. Stock Incentive Plan (the "Plan") required by Item 1 of Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), and the
statement of availability of the registrant information, and other information
required by Item 2 of Form S-8 will be sent or given to participants as
specified in Securities Act Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission either as part of this registration statement
on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424.
The Company will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon written or oral request to 3165 McMullen Booth
Road, Building B, Clearwater, Florida 33761 (telephone number (727) 723-0333),
Attention: Chief Financial Officer, the Company shall furnish, without charge,
to employees, the Commission or its staff a copy or copies of all of the
documents included in such file.
Item 1(b). Securities to be Offered
The Company hereby registers 1,500,000 shares of the Company's
Common Stock, par value $.01 per share, under the Cryo-Cell International, Inc.
Stock Incentive Plan.
Item 2. Registration Information and Employee Plan Annual Information.
See Item 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Prospectus the
following documents, all of which are previously filed by the Company with the
Commission:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended November 30, 2000, as filed with the Commission on March
14, 2001.
(b) The Company's quarterly Report on Form 10-QSB for the quarter
ended February 28, 2001, as filed with the Commission on April
13, 2001.
(c) The Company's quarterly Report on Form 10-QSB for the quarter
ended May 31, 2001, as filed with the Commission on July 13,
2001.
(d) The Company's proxy statement on Form DEF 14A for the annual
meeting on June 20, 2001, as filed with the Commission on May 21,
2001.
(e) The Company's description of securities to be registered
contained in the Registration Statement filed with the Commission
on the Company's Form 8-A dated February 4, 1994.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in documents 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 document that is subsequently incorporated by reference herein modifies
such statement. Any statement so modified or superseded shall not be deemed,
except as to be modified or superseded, to constitute a part of this
Registration Statement.
2
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Company, as permitted in
Section 102 of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) paying a
dividend or approving a stock repurchase in violation of Delaware law, or (iv)
any transaction from which the director derived any improper personal benefit.
Under the Certificate of Incorporation of the Company, the Company
shall indemnify to the fullest extent permitted by Sections 102(b)(7) and 145 of
the GCL, as amended from time to time, each person that such Sections grant the
Company the power to indemnify.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit Description
- ------ -------------------
3.1 Amended and Restated Certificate of Incorporation of Cryo-Cell
International, Inc., filed February 4, 2001, with the State of Delaware,
Office of Secretary of State.
3.2 Amended and Restated Bylaws of Cryo-Cell International, Inc., dated July
10, 2000.
4.1 Cryo-Cell International, Inc. Stock Incentive Plan.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
securities being registered.
23.1 Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as
an Exhibit to this Registration Statement is included in their opinion
filed herewith as Exhibit 5.1.
23.2 Consent of Weinick Sanders Leventhal & Co., LLP
24.1 Powers of Attorney (included with the signature page to this
Registration Statement).
__________________
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers of sales are
being made, a post-effective amendment to this registration
statement that includes 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.
(2) That, 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
3
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 that remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 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 in 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 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 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.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing 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 Clearwater, State of Florida this 18/th/ day of July,
2001.
Cryo-Cell International, Inc.
By: /s/ Daniel D. Richard
-------------------------------------------
Daniel D. Richard, Chief Executive Officer
By: /s/ Jill M. Taymans
-------------------------------------------
Jill M. Taymans, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
POWER OF ATTORNEY
Each of the undersigned officers and directors of Cryo-Cell
International, Inc., hereby constitutes and appoints, Daniel D. Richard, Chief
Executive of the Company, and Jill M. Taymans, Chief Financial Officer of the
Company, or either of them individually, his or her true and lawful attorney-in-
fact and agent, for the undersigned and in his or her name, place and stead, in
any and all capacities, to sign the undersigned's name to any and all amendments
to this Registration Statement on Form S-8, including post-effective amendments
and other related documents, and to cause the same to be filed with the
Securities and Exchange Commission, granting unto said attorneys, or either of
them individually, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and the undersigned
for himself or herself hereby ratifies and confirms all that said attorneys
shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Daniel D. Richard Chief Executive Officer July 18, 2001
- ---------------------------------
Daniel D. Richard and Chairman of the Board
/s/ Wanda D. Dearth President, Chief Operating Officer July 18, 2001
- ---------------------------------
Wanda D. Dearth and Director
/s/ Gerald F. Maass Executive V.P. and Director July 18, 2001
- ---------------------------------
Gerald F. Maass
/s/ Jill M. Taymans Chief Financial Officer July 18, 2001
- ---------------------------------
Jill M. Taymans
/s/ Ed Modzelewski Director July 18, 2001
- ---------------------------------
Ed Modzelewski
/s/ Ronald B. Richard Director July 18, 2001
- ---------------------------------
Ronald B. Richard
/s/ Mercedes Walton Director July 18, 2001
- ---------------------------------
Mercedes Walton
/s/ Frederick C.S. Wilhelm Director July 18, 2001
- ---------------------------------
Frederick C.S. Wilhelm
/s/ Junior Winokur Director July 18, 2001
- ---------------------------------
Junior Winokur
5
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
3.1 Amended and Restated Certificate of Incorporation of Cryo-Cell
International, Inc., filed February 4, 2001, with the State of Delaware,
Office of Secretary of State .
3.2 Amended and Restated Bylaws of Cryo-Cell International, Inc., dated July
10, 2000.
4.1 Cryo-Cell International, Inc. Stock Incentive Plan.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
securities being registered.
23.1 Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as
an Exhibit to this Registration Statement is included in their opinion
filed herewith as Exhibit 5.1.
23.2 Consent of Weinick Sanders Leventhal & Co., LLP
24.1 Powers of Attorney (included with the signature page to this
Registration Statement).
6