As filed with the Securities and Exchange Commission on November 18, 1997.
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
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MEDI-JECT CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 41-1350192
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
161 Cheshire Lane, Suite 100
Minneapolis, Minnesota 55441
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(Address of principal executive offices) (Zip code)
1996 STOCK OPTION PLAN, AS AMENDED
(Full title of plan)
______________________
Franklin Pass, M.D.
161 Cheshire Lane, Suite 100
Minneapolis, Minnesota 55441
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(Name and address of agent for service)
(612) 475-7700
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(Telephone number, including area code, of agent for service)
____________________
Copy to:
Amy E. Ayotte
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
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Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
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Common Stock
($.01 par value) 700,000(2) $3.219 $2,253,300 $683
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(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock as reported
by the Nasdaq National Market on November 13, 1997.
(2) The number of shares being registered represents the number of additional
shares of Common Stock that may be issued pursuant to the Medi-Ject
Corporation 1996 Stock Option Plan, as amended (the "Plan"), in addition to
500,000 shares previously registered under the Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Company's Registration Statement
on Form S-8 relating to the Plan and filed with the Securities and Exchange
Commission on January 24, 1997 (File No. 333-20389).
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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5 Opinion of Dorsey & Whitney LLP
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe 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 Minneapolis, State of Minnesota, on this 18th day of
November, 1997.
Medi-Ject Corporation
By: /s/ Franklin Pass, M.D.
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Franklin Pass, M.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated:
Dated: November 18, 1997
SIGNATURE TITLE
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/s/ Franklin Pass, M.D. President, Chief Executive Officer and Director
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Franklin Pass, M.D. (principal executive officer)
/s/ Mark S. Derus Vice President of Finance, Chief Financial
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Mark S. Derus Officer (principal financial and accounting
officer)
* Director
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Kenneth Evenstad
* Director
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Geoffrey Guy
* Director
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Norman Jacobs
* Director
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Fred Shapiro, M.D.
* Director
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Peter Sjostrand
*By: /s/ Franklin Pass, M.D.
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Franklin Pass, M.D.,
Attorney-In-Fact
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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5 Opinion of Dorsey & Whitney LLP
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
24 Power of Attorney