As filed with the Securities and Exchange Commission on August 20, 2002
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROCYON CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 59-3280822
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1150 Cleveland Street, Suite 410
Clearwater, Florida 33755
Telephone: (727) 447-2998
(Address and telephone number of
registrant's principal executive offices)
Procyon Corporation 1998 Omnibus Stock Option Plan
(Full title of the plan)
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John C. Anderson Copy to:
Procyon Corporation Martin M. Berliner, Esq.
1150 Cleveland Street, Suite 410 Berliner Zisser Walter & Gallegos,
Clearwater, Florida 33755 P.C.
Telephone: (727) 447-2998 1700 Lincoln Street, Suite 4700
(Name, address and telephone Denver, Colorado 80203
number of agent for service) Telephone: (303) 830-1700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to Price Offering Registration
Registered be Registered Per Share Price Fee
---------- ------------- --------- ----- ---
Common Stock 200,000 (1) $0.60 (2) $120,000 $11.04
Common Stock 75,000 (1) 1.60 (2) 120,000 11.04
------- -------- ------
Total 275,000 $240,000 $22.08
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(1) Represents 275,000 shares of our common stock that may be issued upon
exercise of stock options granted pursuant to the Procyon Corporation 1998
Omnibus Stock Option Plan..
(2) Based upon the exercise prices of the options outstanding under the
1998 Omnibus Stock Option Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information required in Part I of this
registration statement pertaining to shares of our common stock issuable upon
exercise of options under the Procyon Corporation 1998 Omnibus Stock Option Plan
will be sent or given to you as required by Rule 428 under the Securities Act of
1933. Such documents are not being filed with the SEC in accordance with the
requirements of Part I of Form S-8, but constitute (along with the documents
incorporated by reference into this registration statement pursuant to Item II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
We hereby incorporate, or will be deemed to have incorporated, herein by
reference the following documents:
(1) Our Annual Report on Form 10-K (File No. 0-17449) for the fiscal year
ended June 30, 2001, as filed with the Securities and Exchange
Commission on October 12, 2001 and amended on October 29, 2001;
(2) All other reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act since June 30,
2001; and
(3) The description of our common stock contained in our Registration
Statement on Form S-1, S.E.C. File No. 33-13273, including any
amendment thereto or report filed for the purpose of updating such
description.
Each document filed subsequent to the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Sections 7-109-102 and 7-109-107 of the Colorado General Corporate Law
provides that a corporation may indemnify directors and officers, as well as
employees, fiduciaries and agents, against reasonable expenses actually incurred
by any such person in connection with any proceeding in which such person is
made a party by reason of such person being or having been a director, officer,
employee or agent of such company. The Colorado General Corporate Law provides
that Section 7-109-107 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, general or specific action of
the board of directors or shareholders or by contract. Article X of our Bylaws
provide for indemnification of our directors, officers, employees, fiduciaries
and agents to the fullest extent permitted by the Colorado General Corporate
Law.
2
We have not, as of this time, obtained any directors' and/or officers'
insurance providing for indemnification of our directors, officers and/or
employees for certain liabilities. We have not entered into any indemnification
agreements with any of our current or past directors or officers providing for
indemnification under certain circumstances for acts and omissions which may not
be covered by any directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 6.
Item 9. Undertakings.
(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 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;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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, 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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 controlling 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 Securities Act and will be governed by the final
adjudication of such issue.
3
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 State of Florida, on this 19th day of August, 2002.
PROCYON CORPORATION
By: /s/ John C. Anderson
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John C. Anderson, President and acting
Principal Executive, Financial and
Accounting Officer
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Anderson his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, could lawfully do or cause to be done
by virtue hereof.
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 dates indicated.
Signature Title Date
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/s/ John C. Anderson President and Acting Principal August 19, 2002
------------------------- Executive, Financial and
John C. Anderson Accounting Officer
/s/ Chester L. Wallack Director August 20, 2002
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Chester L. Wallack
/s/ Fred W. Suggs, Jr. Director August 19, 2002
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Fred W. Suggs, Jr.
/s/ Alan B. Crane Director August 20, 2002
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Alan B. Crane
/s/ Richard T. Thomson Director August 19, 2002
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Richard T. Thomson
/s/ Jeffery S. Slowgrove Director August 19, 2002
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Jeffery S. Slowgrove
5
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Berliner Zisser Walter & Gallegos, P.C. regarding
legality of the securities covered by this Registration Statement.
23.1 Consent of Giunta, Ferlita & Walsh, P.A., independent certified
accountants.
23.2 Consent of Berliner Zisser Walter & Gallegos, P.C. is included in
the opinion in Exhibit 5.1.
24.1 Power of Attorney (included on page 5).