S-8 1 cli2002s8.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 4, 2002 Registration No ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- CARRINGTON LABORATORIES, INC. (Exact name of registrant as specified in its charter) Texas 75-1435663 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2001 Walnut Hill Lane Irving, Texas 75038 (Address of Principal Executive Offices) (Zip Code) --------------- CARRINGTON LABORATORIES, INC. 1995 STOCK OPTION PLAN (Full title of the plan) --------------- Robert W. Schnitzius Copy to: Chief Financial Officer Peter A. Lodwick, Esq. Carrington Laboratories, Inc. Thompson & Knight L.L.P. 2001 Walnut Hill Lane 1700 Pacific Avenue, Suite 3300 Irving, Texas 75038 Dallas, Texas 75201 (Name and address of agent for service) (214) 969-1700 (972) 518-1300 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE =============================================================================== Title of Amount Proposed maximum Proposed Amount of securities to to be offering price maximum aggregate registration be registered registered (1) per share (2) offering price (2) fee ------------------------------------------------------------------------------- Common Stock 750,000 $.01 par value shares (2)(3) $1.61 $1,207,500 $111 per share =============================================================================== (1) Pursuant to Rule 416 under the Securities Act, shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of the average of the high and low sales prices of the Common Stock reported in the consolidated reporting system for the NASDAQ Stock Market on May 30, 2002. (3) Includes an indeterminate number of preferred share purchase rights issuable pursuant to the Registrant's preferred share purchase rights plan, which rights will be transferable only with shares of Common Stock registered hereunder and issued pursuant to the Registrant's 1995 Stock Option Plan. PART I INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statement No. 33-64405 relating to the Carrington Laboratories, Inc. 1995 Stock Option Plan (the "Plan") filed by the Registrant with the Securities and Exchange Commission (the "Commission") on November 17, 1995 (the "Prior Registration Statement") are incorporated herein by reference pursuant to General Instruction E to Form S-8. The purpose of this Registration Statement is to register 750,000 additional shares of Common Stock of the Registrant for offer and sale pursuant to the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 6. Indemnification of Officers and Directors The Registrant is a Texas corporation. Under Article 2.02-1 of the Texas Business Corporation Act, the Registrant has the power to indemnify its directors and officers, subject to certain limitations. Reference is made to Article Nine of the Bylaws of the Registrant, which provides for indemnification of directors and officers of the Registrant under certain circumstances. Pursuant to Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act, the Restated Articles of Incorporation of the Registrant limit the personal liability of the directors of the Registrant to the Registrant or its shareholders for monetary damages for breach of fiduciary duty under certain circumstances. The Registrant maintains a directors' and officers' liability insurance policy insuring its directors and officers against certain liabilities and expenses incurred by them in their capacities as such and insuring the Registrant, under certain circumstances, in the event that indemnification payments are made by the Registrant to such directors and officers. The foregoing summaries are necessarily subject to the complete text of the statute, bylaws, articles of incorporation and insurance policy referred to above and are qualified in their entirety by reference thereto. Item 8. Exhibits In addition to the exhibits incorporated herein by reference to the exhibits filed with or incorporated by reference into the Prior Registration Statement, the following documents are filed as exhibits to this Registration Statement: 4.1 Carrington Laboratories, Inc. 1995 Stock Option Plan, as amended. 5.1 Opinion of Thompson & Knight L.L.P., regarding 750,000 shares of Common Stock. 23.1 Consent of independent public accountants to incorporation of report by reference. 23.2 Consent of counsel (included in the opinion of Thompson & Knight L.L.P., filed herewith as Exhibit 5.1). 24.1 Power of Attorney (included on the signature page of this Registration Statement). 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on June 3, 2002. CARRINGTON LABORATORIES, INC. By: /s/ Carlton E. Turner ------------------------------------- Carlton E. Turner, Ph.D., D.Sc. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. The undersigned persons hereby constitute and appoint Carlton E. Turner and Robert W. Schnitzius, or either of them, as our true and lawful attorneys-in-fact with full power to execute in our names and on our behalf, in the capacities indicated below, any and all amendments to this Registration Statement and the Prior Registration Statement to be filed with the Securities and Exchange Commission and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof. Signature Capacity in Which Signed Date -------------------------------- ------------------------ ------------ /s/ Carlton E. Turner President, Chief June 3, 2002 -------------------------------- Executive Officer and Carlton E. Turner, Ph.D., D. Sc. Director (principal executive officer) /s/ Robert W. Schnitzius Chief Financial June 3, 2002 -------------------------------- Officer and Secretary Robert W. Schnitzius (principal financial and accounting officer) /s/ R. Dale Bowerman Director June 3, 2002 -------------------------------- R. Dale Bowerman /s/ George DeMott Director June 3, 2002 -------------------------------- George DeMott /s/ Thomas J. Marquez Director June 3, 2002 -------------------------------- Thomas J. Marquez /s/ Selvi Vescovi Director June 3, 2002 -------------------------------- Selvi Vescovi INDEX TO EXHIBITS Exhibit Number Exhibit ------- ------- 4.1 Carrington Laboratories, Inc. 1995 Stock Option Plan, as amended. 5.1 Opinion of Thompson & Knight L.L.P., regarding 750,000 shares of Common Stock. 23.1 Consent of independent public accountants to incorporation of report by reference. 23.2 Consent of counsel (included in the opinion of Thompson & Knight L.L.P., filed herewith as Exhibit 5.1). 24.1 Power of Attorney (included on the signature page of this Registration Statement).