This document contains 9 pages. The exhibit index is located on page 7.
As filed with the Securities and Exchange Commission on June 30, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH AMERICAN BIOLOGICALS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 59-121226
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5800 PARK OF COMMERCE BOULEVARD, N.W., BOCA RATON, FLORIDA 33487
(Address of principal executive offices)
__________________
1990 EQUITY INCENTIVE PLAN
AND
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plans)
______________
ALFRED J. FERNANDEZ Copy to:
NORTH AMERICAN BIOLOGICALS, INC. CONSTANTINE ALEXANDER, ESQ.
5800 PARK OF COMMERCE BOULEVARD, N.W. NUTTER, MCCLENNEN & FISH
BOCA RATON, FLORIDA 33487 ONE INTERNATIONAL PLACE
(407) 989-5800 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
______________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each class of securities to Amount being offering price aggregate offering Amount of
be registered registered (1) per share price registration fee
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Common Stock,
$.10 par value per share 652,288 Shares $ 9.25(2) $ 6,033,664.00 $ 2,080.59(2)
122,712 Shares 6.82 836,895.84 288.59
130,000 Shares 9.25(2) 1,202,500.00 414.66(2)
20,000 Shares 9.125 182,500.00 62.93
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Total 925,000 Shares $ 8,255,559.84 $ 2,846.77
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(1) This Registration Statement covers 775,000 shares of Common Stock under the
1990 Equity Incentive Plan and 150,000 shares of Common Stock under the
Stock Plan for Non-Employee Directors. In addition, this Registration
Statement also covers an indeterminate number of additional shares of
Common Stock which may be issued under said Plans as a result of a stock
dividend, stock split or other recapitalization.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 based
upon the average of the high and low prices per share of Common Stock
reported on NASDAQ on June 27, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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North American Biologicals, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1994 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's quarterly report on Form 10-Q for the period ended
March 31, 1995 filed pursuant to Section 13(a) or 15(d) of the Exchange Act; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed with the Commission on May 4,
1970, as amended, pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a 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 any other subsequently filed document which also is
incorporated or 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.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The validity of the shares of Common Stock offered hereunder has been
passed upon by Nutter, McClennen & Fish. Constantine Alexander, a partner in the
firm of Nutter, McClennen & Fish, is the Secretary of the Company.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite an adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the Court of
Chancery or such other court shall deem proper. The Company's Certificate of
Incorporation further provides that the Company shall indemnify its directors
and officers to the full extent permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company's
Directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION.
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Not applicable.
ITEM 8. EXHIBITS.
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See the exhibit index immediately preceding the exhibits attached hereto.
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ITEM 9. UNDERTAKINGS.
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(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 thereof) which,
individually or in the aggregate, represent 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 or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 Exchange Act 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.
(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
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 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 registrant pursuant to the provisions of the Delaware General
Corporation Law and the registrant's certificate of incorporation and by-laws,
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
a controlling
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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
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 30th day of June
1995.
NORTH AMERICAN BIOLOGICALS, INC.
By: /s/ David J. Gury
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David J. Gury
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Gury, Alfred J. Fernandez and
Constantine Alexander, and each of them singly, his or her attorneys-in-fact and
agents, each with full power of substitution, for him or her in any and all
capacities, to sign this registration statement and any amendments hereto, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other regulatory
authority or body, granting unto each said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection with this registration statement, as fully as
he or she might or could do in person, hereby ratifying and confirming all that
each said attorney-in-fact and agent, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
SIGNATURES TITLE DATE
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/s/ David J. Gury Chairman of the Board, President, June 30, 1995
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David J. Gury Chief Executive Officer
/s/ Alfred J. Fernandez Vice President, Finance, June 30, 1995
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Alfred J. Fernandez Chief Financial Officer
/s/ Lorraine M. Breece Chief Accounting Officer June 30, 1995
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Lorraine M. Breece
/s/ Paul Bogikes Director June 30, 1995
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Paul Bogikes
/s/ David L. Castaldi Director June 30, 1995
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David L. Castaldi
____________________________ Director
Richard A. Harvey, Jr.
____________________________ Director
David A. Thompson
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EXHIBIT INDEX
Exhibit No. Title Page
- ---------- ----- ----
Exhibit 4.1 1990 Equity Incentive Plan *
Exhibit 4.2 Stock Option Plan for Non-Employee Directors *
Exhibit 5 Opinion of Nutter, McClennen & Fish 8
Exhibit 23.1 Consent of Nutter, McClennen & Fish Contained in
Exhibit 5
Exhibit 23.2 Consent of Price Waterhouse LLP 9
Exhibit 24 Power of Attorney Contained in
Part II of the
Registration
Statement
_________________
* Incorporated by reference to the registrant's definitive Proxy Statement
dated April 26, 1995 for the Annual Meeting of Shareholders held on May 26,
1995 filed pursuant to Section 14 of the Exchange Act.
Exhibit 5
NUTTER, McCLENNEN & FISH
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
June 30, 1995
North American Biologicals, Inc.
5800 Park of Commerce Boulevard, N.W.
Boca Raton, FL 33487
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") which North American Biologicals, Inc. (the
"Company") is filing concurrently herewith with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (the "Securities
Act"), with respect to (i) 775,000 shares of the Company's Common Stock,
$0.10 par value (the "Common Stock"), issuable pursuant to the Company's
1990 Equity Incentive Plan as amended (the "1990 Plan"), (ii) 150,000
shares of the Company's Common Stock issuable pursuant to the Company's
Stock Plan for Non-Employee Directors (the "Director Plan" and, together
with the 1990 Plan, the "Plans"), and (iii) an indeterminate number of
shares of such Common Stock which may be issued or become issuable under
the Plans by reason of stock dividends, stock splits or other
recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with
the amendment to the 1990 Plan and the adoption of the Director Plan, are
familiar with the Company's Restated Certificate of Incorporation and By-
Laws, both as amended to date, and have examined such other documents as we
deemed necessary for this opinion. Based upon the foregoing, we are of the
opinion that:
1. When issued and paid for in compliance with the terms of
the Plans, the 925,000 shares of Common Stock referred to above will be
duly and validly issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become
issuable under the Plans by reason of stock dividends, stock splits or
other recapitalizations hereafter executed, if and when issued in
accordance with the terms of the Plans and upon compliance with the
applicable provisions of law and of the Company's Restated Certificate of
Incorporation and By-Laws, both as amended to date, will be duly and
validly issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in connection
with the Registration Statement and hereby consent to the filing of this
opinion letter with and as a part of the Registration Statement and of any
amendments thereto. It is understood that this opinion letter is to be used
in connection with the offer and sale of the aforesaid shares only while
the Registration Statement, as it may be amended from time to time as
contemplated by Section 10(a)(3) of the Securities Act, is effective under
the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish
Nutter, McClennen & Fish
Exhibit 23.2
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of North American Biologicals, Inc. of our report dated
March 7, 1995 appearing on page 28 of North American Biologicals, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Miami, Florida
June 27, 1995
