Cytomedix Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
26 Marzo 2008 - 3:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CYTOMEDIX,
INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
23-3011702
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
|
416
Hungerford Dr., Suite 330
Rockville,
Maryland
|
20850
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Cytomedix,
Inc. Long-Term Incentive Plan
(Full
title of the plan)
ANDREW
MASLAN
CHIEF
FINANCIAL OFFICER
416
HUNGERFORD DR., SUITE 330
ROCKVILLE,
MARYLAND 20850
(240)
499-2680
(Name,
address and telephone number of agent for service)
WITH
COPIES TO:
|
MICHELE
SIMMONS ALLGOOD
|
|
WILLIAMS
& ANDERSON PLC
|
|
111
CENTER STREET, 22ND FLOOR
|
|
LITTLE
ROCK, ARKANSAS 72201
|
|
501.372.0800
|
Indicate
by check mark whether the registrant is a "large accelerated filer," "an
accelerated filer," "a non-accelerated filer," or "smaller reporting company"
in
Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
|
Non-accelerated
filer
o
|
Smaller
reporting company
x
|
(Do
not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of securities to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price per share (2)
|
Proposed
maximum aggregate offering price (2)
|
Amount
of Registration Fee
|
|
Common
Stock, $.0001 par value
|
1,000,000
Shares
|
$0.96
per share
|
$960,000
|
$29.47
|
(1)
The
Registrant previously registered 4,000,000 shares that may be issued pursuant
to
the Cytomedix, Inc. Long-Term Incentive Plan by filing a Registration Statement
on Form S-8 on November 1, 2004, as amended by Post-Effective Amendment No.
1
filed on June 12, 2006. This filing is made solely to register 1,000,000
additional shares which may be issued upon the exercise of options or otherwise
under the Cytomedix Inc. Long-Term Incentive Plan.
(2)
The
proposed offering price per share (and thus the proposed maximum aggregate
offering price) was estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under
the
Securities Act of 1933. The exercise prices of the options are not known and
therefore have been determined in accordance with Rule 457(c) based upon the
average of the high and low sale prices per share of the Registrant’s Common
Stock as reported by the American Stock Exchange on March 24, 2008.
REGISTRATION
OF ADDITIONAL SECURITIES AND INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
BY
REFERENCE
Cytomedix
previously registered an aggregate 4,000,000 shares of its Common Stock issuable
under the Cytomedix Long-Term Incentive Plan (the “Plan”). On November 3, 2006,
the Company’s shareholders approved an amendment to the Plan, increasing the
number of shares of Common Stock issuable thereunder from 4,000,000 to
5,000,000. This Registration Statement is being filed pursuant to General
Instruction E to Form S-8 to register such additional shares which may be issued
under the Plan.
The
contents of the registration statement on Form S-8, as amended by Post-Effective
Amendment No. 1 (Commission File No.
333-120141)
previously filed by the Company and relating to the registration of shares
of
Common Stock for issuance under the Plan, are hereby incorporated by reference
into this registration statement in accordance with General Instruction E to
Form S-8.
PART
II
INFORMATION
REQUIRED TO BE IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Certain Documents by Reference
The
following documents of the Registrant filed with the Securities and Exchange
Commission (the “Commission”) are incorporated herein by reference:
|
(a)
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The
Registrant’s Annual Report on Form 10-K for its fiscal year ended December
31, 2007, originally filed with the Commission on March 25, 2008,
(Commission File No. 000-32518);
|
|
(b)
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The
Registrant’s Current Reports on Form 8-K, filed with the Commission on
April 13, 2007, August 8, 2007, September 24, 2007, October 16, 2007,
November 7, 2007, December 21, 2007, January 29, 2008, and March
18, 2008
(each, Commission File No. 000-32518);
and
|
|
(c)
|
The
Registrant’s Registration Statement on Form S-8 relating to the Plan,
filed with the Commission on November 1, 2004, as amended by
Post-Effective Amendment No. 1 filed with the Commission on June
12, 2006
(Commission File No. 333-120141).
|
In
addition, all documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after
the date of this registration statement, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold under this
registration statement, shall be deemed to be incorporated by reference in
this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained herein or 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 earlier statement. Any statement so modified or superseded
shall
not be deemed, except as so modified or superseded, to constitute a part of
this
registration statement.
ITEM
8.
EXHIBITS
|
5.1
|
Opinion
of Williams & Anderson PLC
|
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10.1
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Cytomedix,
Inc. Long-Term Incentive Plan as amended on November 3, 2006 (Previously
filed as Exhibit 10.4 to Form 10-K filed on February 26, 2007, File
No.
000-32518)
|
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23.1
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Consent
of L J Soldinger Associates, LLC
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23.2
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Consent
of PricewaterhouseCoopers LLP
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23.3
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Consent
of Williams & Anderson PLC (included in Exhibit
5.1)
|
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
Rockville, State of Maryland, on March 26, 2008.
Cytomedix,
Inc.
By:
/s/Kshitij
Mohan
Kshitij
Mohan
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 date
indicated.
/s/Kshitij
Mohan
Kshitij
Mohan, Chief Executive Officer and Chairman of the Board
Dated:
March 26, 2008
/s/James
S. Benson
__________________
James
S.
Benson, Director
Dated:
March 26, 2008
/s/David
P.
Crews
David
P.
Crews, Director
Dated:
March 26, 2008
/s/Arun
K.
Deva
Arun
K.
Deva, Director
Dated:
March 26, 2008
/s/David
F.
Drohan
David
F.
Drohan, Director
Dated:
March 26, 2008
/s/Mark
T.
McLoughlin
Mark
T.
McLoughlin, Director
Dated:
March 26, 2008
/s/Andrew
S.
Maslan
Andrew
Maslan, Chief Financial Officer
Dated:
March 26, 2008
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