As filed with the Securities and Exchange Commission on September 12, 2001
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENDOREX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-1505029
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices) (Zip Code)
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ENDOREX CORPORATION AMENDED AND RESTATED 1995 OMNIBUS INCENTIVE PLAN
(Full title of the Plans)
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STEVE J. KOULOGEORGE
CONTROLLER
ENDOREX CORPORATION
28101 BALLARD DRIVE, SUITE F, LAKE FOREST, ILLINOIS 60045
(Name and address of agent for service)
(847) 573-8990
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee
------------------------------------ ------------- --------------------------- --------------------------- -------------------
AMENDED AND RESTATED 1995
OMNIBUS INCENTIVE PLAN
Common Stock, par value $.001 334,336 shares $1.03 $344,366 $86
(1) This Registration Statement shall also cover any additional shares of the
Registrant's Common Stock which become issuable under the Registrant's
Amended and Restated 1995 Omnibus Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the outstanding shares of Registrant's Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on
September 10, 2001 as reported by the American Stock Exchange.
Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 registers the offer and sale of an additional 334,336
shares of Common Stock of the Registrant for issuance under the Amended and
Restated 1995 Omnibus Incentive Plan. The contents of the prior Registration
Statement relating to such Plan, Filing No. 333-64035, are incorporated herein
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Endorex Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ending June 30, 2001 filed with the Commission on
August 14, 2001.
(b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ending March 31, 2001 filed with the Commission on May
14, 2001.
(c) The Registrant's Amendment to the Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 filed with the
Commission on April 30, 2001.
(d) The Registrant's Amendment to the Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 filed with the
Commission on April 24, 2001.
(e) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2000 filed with the Commission on
April 2, 2001.
(f) The Registrant's Registration Statement No. 000-16929 on Form
8-A filed with the SEC on July 8, 1992 pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "1934
Act"), in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.
(g) The Registrant's Registration Statement No. 333-64035 on Form
S-8 filed with the Commission on September 23, 1998.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this 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 subsequently filed
document which also 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.
II-1
Item 8. EXHIBITS
Exhibit Number Exhibit
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4.1 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-16929 on
Form 8-A, as amended, together with the exhibits thereto,
which is incorporated herein by reference pursuant to Item
3(b) of this Registration Statement
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
24.0 Power of Attorney. Reference is made to page II-3 of this
Registration Statement
99.1* Endorex Corporation Amended and Restated 1995 Omnibus
Incentive Plan (as of February 11, 1998)
99.2** Form of Notice of Grant of Stock Option
99.3** Form of Stock Option Agreement
99.4** Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right)
99.5** Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction/Change in
Control)
99.6** Form of Notice of Grant of Automatic Stock Option (Initial
Grant)
99.7** Form of Notice of Grant of Automatic Stock Option (Annual
Grant)
99.8** Form of Automatic Stock Option Agreement
* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the
Registrant's 10KSB/A for the fiscal year ended December 31, 2000 filed with the
Commission on April 30, 2001.
**Exhibits 99.2 through 99.8 are incorporated herein by reference to the
Exhibits of the same number filed with the Registrant's Registration Statement
No. 333-64035 on Form S-8 which was filed with the Commission on September 23,
1998.
II-2
SIGNATURES
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 Lake Forest, State of Illinois on
September 12, 2001.
ENDOREX CORPORATION
By: /s/ Michael S. Rosen
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Michael S. Rosen
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Endorex
Corporation, a Delaware corporation, do hereby constitute and appoint Michael S.
Rosen and/or Steve J. Koulogeorge, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents determine may be necessary
or advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and the undersigned
hereby ratifies and confirms that said attorneys and agents shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Michael S. Rosen President, Chief Executive Officer and Director September 12, 2001
----------------------------- (Principal Executive Officer)
Michael S. Rosen
/s/ Steve J. Koulogeorge Controller September 12, 2001
----------------------------- (Principal Financial and Accounting Officer)
Steve J. Koulogeorge
II-3
SIGNATURE TITLE DATE
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Director September 12, 2001
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Richard Dunning
/s/ Steve H. Kanzer Director September 12, 2001
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Steve H. Kanzer
/s/ Paul D. Rubin Director September 12, 2001
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Paul D. Rubin
/s/ H. Laurence Shaw Director September 12, 2001
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H. Laurence Shaw
/s/ Kenneth Tempero Director September 12, 2001
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Kenneth Tempero
/s/ Steven Thornton Director September 12, 2001
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Steven Thornton
II-4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
ENDOREX CORPORATION
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
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4.1 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-16929 on
Form 8-A, as amended, together with the exhibits thereto,
which is incorporated herein by reference pursuant to Item
3(b) of this Registration Statement
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1
24.1 Power of Attorney. Reference is made to page II-3 of this
Registration Statement
99.1* Endorex Corporation Amended and Restated 1995 Omnibus
Incentive Plan (as of February 11, 1998)
99.2** Form of Notice of Grant of Stock Option
99.3** Form of Stock Option Agreement
99.4** Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right)
99.5** Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Corporate Transaction/Change in
Control)
99.6** Form of Notice of Grant of Automatic Stock Option (Initial
Grant)
99.7** Form of Notice of Grant of Automatic Stock Option (Annual
Grant)
99.8** Form of Automatic Stock Option Agreement
* Exhibit 99.1 is incorporated by reference to Exhibit 10.6 filed with the
Registrant's 10KSB/A for the fiscal year ended December 31, 2001 filed with the
Commission on April 30, 2001.
**Exhibits 99.2 through 99.8 are incorporated herein by reference to the
Exhibits of the same number filed with the Registrant's Registration Statement
No. 333-64035 on Form S-8 which was filed with the Commission on September 23,
1998.