As filed with the Securities and Exchange Commission on November 26, 2002
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)
Amended and Restated Employee Stock Purchase Plan
Amended and Restated 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
========================================================================
Title of each class Amount to be Proposed Proposed Amount of
of securities to registered maximum maximum registration
be registered offering price aggregate fee
per share (1) offering
price (1)
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Common Stock ($.001 740,000 $.355 $262,700 $24.17
par value) (2) shares
==================================================================
(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 November 20, 2002 as reported on
the OTC Bulletin Board(R).
(2) Amount to be registered includes 600,000 shares of Common stock to be
issued pursuant to the Amended and Restated 1999 Incentive Stock Plan and
140,000 shares of Common stock to be issued pursuant to the Amended and
Restated Employee Stock Purchase Plan.
EXPLANATORY NOTE
This Registration Statement registers an additional 600,000 shares of
common stock, $0.001 par value per share (the "Common Stock"), of Corgenix
Medical Corporation (the "Company"), issuable under the Company's Amended and
Restated 1999 Incentive Stock Plan (the "1999 Plan"). The remaining 2000,000
(post-reverse stock split) shares of Common Stock available under the 1999 Plan
were previously registered by Registration Statement on Form S-8 (File No.
333-55682) filed February 15, 2001, which Registration Statement is hereby
incorporated by reference.
This Registration Statement also registers an additional 140,000 shares of
Common Stock issuable under the Company's Amended and Restated Employee Stock
Purchase Plan (the "ESPP"). The remaining 60,000 (post-reverse stock split)
shares of Common Stock available under the ESPP were previously registered,
30,000 (post-reverse stock split) shares by Registration Statement on Form S-8
(File No. 333-69775) filed December 18, 1998 and 30,000 (post-reverse stock
split) shares by Registration statement on Form S-8 (File No. 333-55682) filed
February 15, 2001, which Registration Statements are hereby incorporated by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.1 Amended and Restated Employee Stock Purchase Plan. 1/
-
4.2 Amended and Restated 1999 Incentive Stock Plan. 1/
-
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP. 2/
-
23.1 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1).
-
23.2 Consent of KPMG LLP. 2/
--
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 23, 2002, and incorporated herein by
reference.
2/ Attached hereto.
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 26th day of
November, 2002.
CORGENIX MEDICAL CORPORATION
By: s/ Luis R. Lopez, M.D.
------------------------------
Luis R. Lopez, MD
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
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
S/ Luis R. Lopez, M.D Chairman of the November 26, 2002
- ----------------------- Board, Chief
Luis R. Lopez, M.D. Executive Officer
and Director
(principal executive
officer)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
S/ Douglass T. Simpson President and November 26, 2002
- ----------------------- Director
Douglass T. Simpson
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
S/ William H. Critchfield Vice President and November 26, 2002
- -------------------------- CFO (principal
William H. Critchfield finiancial and
accounting officer)
S/ Jack W. Payne Director November 26, 2002
- -----------------------
Jack W. Payne
S/ Wendell J. Gardner Director November 26, 2002
- -----------------------
Wendell J. Gardner
S/ Jun Sasaki Director November 26, 2002
- -----------------------
Jun Sasaki
- -------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit
No. Description
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).
EXHIBIT 5.1
November 26, 2002
Corgenix Medical Corporation
12061 Tejon Street
Westminster, CO 80234
Re: Sale of Shares of Common Stock Pursuant to Registration Statement on
Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to Corgenix Medical Corporation (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about November 14, 2002. The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 600,000 shares of the Company's
common stock, $.01 par value per share ("Common Stock"), reserved for issuance
under the Company's Amended and Restated 1999 Incentive Stock Plan (the "1999
Plan"), and 140,000 shares of Common Stock reserved for issuance under the
Company's Amended and Restated Employee Stock Purchase Plan (the "ESPP).
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In rendering the following opinion, we have examined and relied only
upon the documents specifically described below. In our examination, we have
assumed the genuineness of all signatures, the authenticity, accuracy and
completeness of the documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as copies. Our
examination was limited to the following documents: (1) Articles of
Incorporation of the Company, as amended, (2) Bylaws of the Company, as amended,
(3) resolutions adopted by the Board of Directors of the Company authorizing the
adoption and any amendments to the 1999 Plan and the ESPP and any related
matters; and (4) the Registration Statement and any exhibits thereto.
We have not undertaken, nor do we intend to undertake, any
independent investigation beyond such documents and records, or to verify the
adequacy or accuracy of such documents and records.
The following opinion is limited solely to the applicable provisions
of the Nevada General Corporation Law. While we are not licensed to practice in
the State of Nevada, we have reviewed applicable provisions of the Nevada
General Corporation Law as we have deemed appropriate. Except as described, we
have neither examined nor do we express any opinion with respect to Nevada law.
Based upon and subject to the foregoing, we are of the opinion that
the Shares are duly and validly authorized and when issued and sold as
contemplated by the 1999 Plan or the ESPP, as the case may be, will be legally
and validly issued, fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules of the Securities and Exchange Commission.
Very truly yours,
Davis Graham & Stubbs LLP
<page>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Corgenix Medical Corporation:
We consent to the use of our report dated August 23, 2002, with respect to the
consolidated balance sheets of Corgenix Medical Corporation and subsidiaries as
of June 30, 2002 and 2001, and the related consolidated statements of operations
and comprehensive income, stockholders' equity (deficit), and cash flows for
each of the years in the two-year period ended June 30, 2002, which is included
the June 30, 2002 Form 10-KSB of Corgenix Medical Corporation, incorporated
herein by reference.
KPMG LLP
Denver, Colorado
November 26, 2002