As Filed with the Securities and Exchange Commission on January 8, 2003
Registration Number
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
International Biochemical Industries, Inc.
formerly Bioshield Technologies, Inc.
-------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2181628
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4405 International Blvd. - Suite B109
Norcross, Georgia 30093
Telephone: (770) 925-3653
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(Address of principal executive offices)
International Biochemical Industries, Inc.
2002 Stock Option Plan
----------------------
(Full title of the Plan)
Gary B. Wolff, P.C.
805 Third Avenue
New York New York 10022
Telephone: (212) 644-6446
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE(1)
- --------------------------------------------------------------------------------
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
- ---------- ---------- --------- -------------- ---
Common Stock
No par value 7,000,000 $ .026 $182,000 $16.75
(1) Registration fee has been calculated based upon the closing bid price of
$ .026 as of January 7, 2003
The Registrant previously filed a Form S-8 Registration Statement on September
12, 2002 (SEC File No. 333-99471) so as to register 7,000,000 shares of its
common stock underlying the maximum number of options (7,000,000) which were
then permitted to be issued in accordance with its "broadly based" 2002
Non-Statutory Stock Option Plan ("Plan"). This new Form S-8 Registration
Statement is being filed to register an additional 7,000,000 shares of
Registrant's common stock in accordance with the Amended Plan, which increased
the number of options available for issuance from 7,000,000 to 14,000,000. In
all other respects, the Plan and Prospectus are substantially identical to those
previously filed on September 12, 2002 as Exhibits 4 and 99 to S-8 File No.
333-99471. In accordance with Instruction E to Form S-8, the contents of S-8 No.
333-99471 are herewith incorporated by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
a. The registrant's latest annual report on Form 10-KSB, as
amended to date;
b. All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the year covered by the Form 10-KSB referred to in
(a) above; and
c. Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of 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 such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
The total number of shares authorized which the corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares, of which One
Hundred Million (100,000,000) shares shall be Common Stock, no par value per
share without cumulative voting rights and without any preemptive rights and
10,000,000 shares shall be Preferred Stock, no par value per share.
Item 5. Interest of Named Experts and Counsel.
Not Applicable
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Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide for the Company to indemnify each director
and officer of the Company against liabilities imposed upon him (including
reasonable amounts paid in settlement) and expenses incurred by him in
connection with any claim made against him or any action, suit or proceeding to
which he may be a party by reason of his being or having been a director or
officer of the Company. The Company has also entered into Indemnification
Agreements with each officer and director pursuant to which the Company will, in
general, indemnify such persons to the maximum extent permitted by the Company's
Bylaws and the laws of the State of Georgia against any expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred in
connection with any actual or threatened action or proceeding to which such
director or officer is made or threatened to be made a party by reason of the
fact that such person is or was a director or officer of the Company. The
foregoing provisions may reduce the likelihood of derivative litigation against
directors and may discourage or deter shareholders or management from suing
directors for breaches of their duty of care, even though such an action, if
successful, might otherwise benefit the Company and its shareholders.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code
provides that a corporation's articles of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of duty of care or other
duty as a director. This Section also provides, however, that such a provision
shall not eliminate or limit the liability of a director (i) for any
appropriation, in violation of his duties, of any business opportunities of the
corporation, (ii) for acts or omissions involving intentional misconduct or a
knowing violation of law, (iii) for certain other types of liabilities set forth
in the Code and (iv) for transactions from which the director derived an
improper personal benefit. Article VI of the Company's Articles of Incorporation
contains a provision eliminating or limiting the personal liability of a
director of the Company to the fullest extent authorized by the Georgia Business
Corporation Code.
In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business
Corporation Code, provides for indemnification of directors and officers of the
Company for liability and expenses reasonably incurred by them in connection
with any civil, criminal, administrative or investigative action, suit or
proceeding in which they may become involved by reason of being a director or
officer of the Company. Indemnification is permitted if the director or officer
acted in a manner which he believed in good faith to be in or not opposed to the
best interests of the Company, and with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct to be unlawful;
provided that the Company may not indemnify any director or officer (i) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or (ii) in connection with any
other proceeding in which he was adjudged liable on the basis that personal
profit was improperly received by him, except as determined by a court of
competent jurisdiction. Article 9 of the Company's Bylaws contains a provision
providing for the indemnification of officers and directors and advancement of
expenses to the fullest extent authorized by the Georgia Business Corporation
Code.
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Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
Item 9. Undertakings.
a. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
i. To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereto) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration statement;
and
iii. To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement;
Provided, however, that paragraph a.1.i. and a.1.ii. shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
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.
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b. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
e. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 124c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
h. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6, 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 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 Act and will be
governed by the final adjudication of such issue.
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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 or Amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Norcross, Georgia on January 7, 2003.
International Biochemical Industries, Inc.
/s/ Timothy C. Moses
___________________________________________________
By: Timothy C. Moses, Chairman, President,
Chief Executive Officer and Secretary/Treasurer
Name Date
---- ----
/s/ Timothy C. Moses Chairman, President, Chief January 7, 2003
____________________________ Executive Officer and
Timothy C. Moses Secretary/Treasurer
/s/ Dr. Rodothea Mialtou Director January 7, 2003
____________________________
Dr. Rodothea Milatou
/s/ Alan Lingo Director January 7, 2003
____________________________
Alan Lingo
/s/ Dr. Kevin Smith Director January 7, 2003
____________________________
Dr. Kevin Smith
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Page in Sequential
Exhibit Index. Number system
1. Not Applicable
2. Not Applicable
3. Not Applicable
4. Instrument defining the rights of security holders - 2002 Stock
Option Plan .............................................................8
5. Consent and Opinion of Gary B. Wolff, P.C., 805 Third
Avenue, New York, New York 10022 regarding legality
of securities registered under this Registration Statement
and to the references to such attorney in the Registration Statement ...18
6. Not Applicable
7. Not Applicable
8. Not Applicable
9. Not Applicable
10. Not Applicable
11. Not Applicable
12. Not Applicable
13. Not Applicable
14. Not Applicable
15. Not Applicable
16. Not Applicable
17. Not Applicable
18. Not Applicable
19. Not Applicable
20. Not Applicable
21. Not Applicable
22. Not Applicable
23. Consent of Sherb & Co., LLP, Certified Public Accountants for the
Company for years ended June 30, 2001 and 2002 .........................19
24. Not Applicable
25. Not Applicable
26. Not Applicable
27. Not Applicable
99. Prospectus dated September 6, 2002 as amended December 23, 2002 ........20
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