As filed with the Securities and Exchange Commission on February 15, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CORGENIX MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 93-1223466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12061 Tejon Street
Westminster, Colorado 80234
(303) 457-4345
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Employee Stock Purchase Plan
Stock Compensation Plan
1999 Incentive Stock Plan
(Full title of plan)
Douglass T. Simpson With a copy to:
President Lester R. Woodward, Esq.
12061 Tejon Street Davis Graham & Stubbs LLP
Westminster, Colorado 80234 1550 17th Street, Suite 500
(303) 457-4345 Denver, Colorado 80202
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be maximum maximum Amount of
each class of registered offering price aggregate offering registration
securities to be per share(1) price(1) fee
registered
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Common Stock 1,250,000 shares $0.175 $218,750 $55
($.001 par value)
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(1)Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon the average of the bid and asked price of the
Company's Common Stock on February 12, 2001 as reported on the OTC Bulletin
Board(R).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. Incorporation of Documents by Reference.
The following documents filed or to be filed by Corgenix Medical
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2000, filed with the Commission on October 2, 2000.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 2000, filed with the Commission on February 6, 2001.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB/A-2, filed with the Commission on
November 3, 1998.
All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
4. Description of Securities.
Not applicable.
5. Interests of Named Experts and Counsel.
Not applicable.
6. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada General Corporation Law ("NGCL") permits,
subject to certain conditions, a corporation to indemnify its directors,
officers, employees and agents against expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonably
incurred by such director, officer, employee or agent in connection with the
threatened, pending or completed actions, suits or proceedings (other than
actions by or in the right of the corporation) in or to which any of such
persons is a party or is threatened to be made a party.
Our articles of incorporation contain certain provisions permitted under
the NGCL relating to the liability of directors, officers and employees. These
provisions eliminate a director's personal liability for monetary damages
resulting from a breach of a fiduciary duty, except in connection with acts or
omissions that involve intentional misconduct, fraud or a knowing violation of
law, or the payment of dividends in violation of Nevada corporate law. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws.
The articles of incorporation and our by-laws also contain provisions
indemnifying our directors and executive officers and may indemnify its other
officers, employees and agents to the fullest extent not prohibited by Nevada
law. The Company has also entered into indemnification agreements with each of
its directors and officers. The Company is empowered under its Bylaws to
purchase insurance on behalf of any person it is required or permitted to
indemnify.
There is no pending litigation or proceeding involving a director or
officer of the Company as to which indemnification is being sought, nor is the
Company aware of any pending or threatened litigation that may result in claims
for indemnification by any director or officer.
7. Exemption from Registration Claimed.
Not applicable.
8. Exhibits
4.1 Employee Stock Purchase Plan. 1/
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4.2 Stock Compensation Plan.
4.3 1999 Incentive Stock Plan. 1/
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5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included in signature page).
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1/ Filed previously as an Exhibit to the Company's Proxy Statement on Form
14A, as filed with the Commission on October 28, 1999, and incorporated
herein by reference.
9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which it offers or sells securities, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution, 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 offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (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 Registrant 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
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 that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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 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 Westminster, State of Colorado, on the 15th day of
February, 2001.
CORGENIX MEDICAL CORPORATION
By: s/ Luis R. Lopez, M.D.
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Dr. Luis R. Lopez
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Luis R. Lopez and Douglass T. Simpson,
and each or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signatures Title Date
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S/ Luis R. Lopez, M.D Chairman of the February 15, 2001
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Luis R. Lopez, M.D. Board, Chief
Executive Officer
and Director
(principal executive
officer)
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S/ Douglass T. Simpson President (principal February 15, 2001
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Douglass T. Simpson financial and
accounting officer)
and Director
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S/ Brian E. Johnson Director February 15, 2001
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Brian E. Johnson
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EXHIBIT INDEX
Exhibit
No. Description
4.2 Stock Compensation Plan.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included in signature page).