-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GFZHzZfXKwH+pPCUGcp5rR1Qypgn0kLGxc3N+lqtttupftg4pjV8RHtD+wc0fLuI PhiMn37breuzIW15/6BEhg== 0001045969-97-000145.txt : 19971119 0001045969-97-000145.hdr.sgml : 19971119 ACCESSION NUMBER: 0001045969-97-000145 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971118 EFFECTIVENESS DATE: 19971118 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDI JECT CORP /MN/ CENTRAL INDEX KEY: 0001016169 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411350192 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40483 FILM NUMBER: 97723717 BUSINESS ADDRESS: STREET 1: 161 CHESHIRE LANE STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6124757700 MAIL ADDRESS: STREET 1: 161 CHESHIRE LANE STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 18, 1997. Registration No. 333- -------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act __________________ MEDI-JECT CORPORATION --------------------- (Exact name of registrant as specified in its charter) Minnesota 41-1350192 --------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 161 Cheshire Lane, Suite 100 Minneapolis, Minnesota 55441 ---------------------------- (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 ----------------------------- (Name and address of agent for service) (612) 475-7700 -------------- (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 ____________________ 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
=================================================================================================== 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 - --------------------------------------------------------------------------------------------------- Common Stock ($.01 par value) 700,000(2) $3.219 $2,253,300 $683 - ---------------------------------------------------------------------------------------------------
(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. -------- 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. ------------------------------------- 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 --------- ----- /s/ Franklin Pass, M.D. President, Chief Executive Officer and Director - ---------------------------- Franklin Pass, M.D. (principal executive officer) /s/ Mark S. Derus Vice President of Finance, Chief Financial - ---------------------------- Mark S. Derus Officer (principal financial and accounting officer) * Director - ---------------------------- Kenneth Evenstad * Director - ---------------------------- Geoffrey Guy * Director - ---------------------------- Norman Jacobs * Director - ---------------------------- Fred Shapiro, M.D. * Director - ---------------------------- Peter Sjostrand *By: /s/ Franklin Pass, M.D. ----------------------- Franklin Pass, M.D., Attorney-In-Fact -2- EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------ ------- 5 Opinion of Dorsey & Whitney LLP 23.1 Consent of KPMG Peat Marwick LLP, independent accountants 24 Power of Attorney EX-5 2 OPINION OF DORSEY & WHITNEY LLP Exhibit 5 [Dorsey & Whitney LLP Letterhead] Medi-Ject Corporation 1840 Berkshire Lane Minneapolis, MN 55441 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Medi-Ject Corporation, a Minnesota corporation (the "Company"), in connection with a Registration Statement on Form S-8 relating to the sale by the Company from time to time of up to 1,200,000 shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially issuable upon the exercise of stock options granted pursuant to the Company's 1996 Stock Option Plan, as amended (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan under which such Shares are issued, will be validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the laws of the State of Minnesota. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Dated: November 18, 1997 Very truly yours, /s/ DORSEY & WHITNEY LLP EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS - ---------------------------------- The Board of Directors Medi-Ject Corporation: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota November 18, 1997 EX-24 4 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Franklin Pass, M.D. and Mark S. Derus, and each of them, his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to execute a Registration Statement on Form S8 to be filed under the Securities Act of 1933, as amended, relating to Medi- Ject Corporation's 1996 Stock Option Plan, as amended, and any and all post- effective amendments thereto, 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 full power and authority to do and perform to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. Dated: November 18, 1997 /s/ Kenneth Evenstad -------------------------------------- Kenneth Evenstad /s/ Geoffrey Guy -------------------------------------- Geoffrey Guy /s/ Norman Jacobs -------------------------------------- Norman Jacobs /s/ Fred Shapiro, M.D. -------------------------------------- Fred Shapiro, M.D. /s/ Peter Sjostrand -------------------------------------- Peter Sjostrand /s/ Franklin Pass, M.D. -------------------------------------- Franklin Pass, M.D. /s/ Mark S. Derus -------------------------------------- Mark S. Derus -----END PRIVACY-ENHANCED MESSAGE-----