As
Filed with the Securities and Exchange Commission on March 3,
2006
Registration
No. 333-__________
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
CAPRIUS,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
22-2457487
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer Identification No.)
|
One
University Plaza, Suite 400
Hackensack,
NJ 07601
(Address
of Principal Executive Offices) (Zip Code)
1993
Stock Option Plan
2002
Stock Option Plan
(Full
title of the plan)
|
Jonathan
Joels
Treasurer
and Chief Financial Officer
Caprius,
Inc.
One
University Plaza, Suite 400
Hackensack,
NJ 07601
(201)
342-0900
|
Copy
to:
Bruce
A. Rich, Esq.
Thelen
Reid & Priest LLP
875
Third Avenue
New
York, New York 10022
(212)
603-2000
|
(Name,
address, telephone number, including area code, of agent for
service)
CALCULATION
OF REGISTRATION FEE
|
Title
Of Securities
To
Be Registered
|
|
Amount
to be
registered(1)
|
|
Proposed
maximum offering price per share
|
|
Proposed
maximum aggregate offering
price
|
|
Amount
of
Registration
Fee
|
|
|
Common
Stock $.01 par value
|
|
|
190,200(2
|
)
|
$
|
1.60
(5
|
)
|
$
|
304,320
|
|
$
|
35.82
|
|
|
Common
Stock $.01 par value
|
|
|
509,800(3
|
)
|
$
|
2.29
(6
|
)
|
$
|
1,166,750
|
|
$
|
137.33
|
|
|
Common
Stock $.01 par value
|
|
|
34,925(4
|
)
|
$
|
4.19
(6
|
)
|
$
|
146,475
|
|
$
|
17.24
|
|
|
Total
|
|
|
734,925
|
|
|
|
|
$
|
1,617,545
|
|
$
|
190.39
|
|
|
(1)
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement also covers any additional
securities to be offered or issued as a result of a stock split,
stock
dividend or similar transactions.
|
|
(2)
|
Shares
issuable upon exercise of options available for grant under 2002
Stock
Option Plan.
|
|
(3)
|
Shares
issuable upon exercise of options previously granted under the
2002 Stock
Option Plan.
|
|
(4)
|
Shares
issuable upon exercise of options previously granted under the
1993 Stock
Option Plan.
|
|
(5)
|
Estimated
solely for the purpose of calculating the registration fee as determined
in accordance with Rule 457(c) and (h) under the Securities Act
(based on
the closing price per share of the common stock as reported on
the OTCBB
as of March 1, 2006.
|
|
(6)
|
Pursuant
to Rule 457(h) under the Securities Act, the proposed maximum offering
price per share was calculated based on the weighted average exercise
price of the options granted.
|
Proposed
sales to take place as soon as possible after the effective date of the
Registration Statement as options granted under the Plan and the Agreements
are
exercised.
EXPLANATORY
NOTE
Caprius,
Inc. (the “Company or “we”) has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of
1933,
as amended (the “Securities Act”), to register an aggregate of 734,925 shares of
our common stock, par value $0.01 per share, that are reserved for issuance
upon
exercise of options granted or to be granted under (1) our 2002 Stock Option
Plan (the “2002 Plan”) and (2) our 1993 Stock Option Plan (the “1993
Plan”).
This
Registration Statement also includes a prospectus (the “Reoffer Prospectus”)
prepared in accordance with General Instruction C of Form S-8 and in accordance
with the requirements of Part I of Form S-3. This Reoffer Prospectus may
be used
for reofferings and resales of shares of common stock which may be deemed
to be
“control securities” under the Securities Act and the rules and regulations
promulgated thereunder that have been acquired by the Selling Stockholders
identified in the Reoffer Prospectus. The number of shares of common stock
included in the Reoffer Prospectus represents the total number of shares
of
common stock that may be acquired by the Selling Stockholders upon exercise
of
options previously granted under the 2002 Plan, and does not necessarily
represent a present intention to sell all such shares of common
stock.
The
second part of this Registration Statement contains information required
in
accordance with the requirements of Part II of Form S-8.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan
Information
Not
filed
as part of this Registration Statement as permitted by the Note to Part 1
of Form S-8. The documents containing the information specified in
this item have been or will be sent or given to participants in the 2002
Stock
Option Plan and the 1993 Plan as specified by Rule 428(b)(1) under the
Securities Act. These documents are not being filed with the Securities and
Exchange Commission (the “Commission”), but constitute along with the documents
incorporated by reference into this Registration Statement, a prospectus
that
meets the requirements of Section 10(a) of the Securities Act.
Item
2. Registrant
Information and Employee Plan Annual Information
We
will
furnish without charge to each person to whom the prospectus is delivered,
upon
the written or oral request of such person, a copy of any and all of the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).
Those documents are incorporated by reference in the Section 10(a) prospectus.
Requests should be directed to Caprius, Inc., One University Plaza, Suite
400,
Hackensack, NJ 07601, Attention: President. Telephone: (201)
342-0900.
REOFFER
PROSPECTUS
CAPRIUS,
INC.
334,175
shares of Common Stock
This
prospectus is being used for the offering and sale of up to an aggregate
of
334,175 shares (the “Shares”) of our common stock that may be issued to certain
of our officers and directors (the “Selling Stockholders”) upon their exercise
of options granted to them under our 2002 Stock Option Plan (the “2002 Plan”)
and the 1993 Stock Option Plan (the “1993 Plan”).
The
Selling Stockholders, or their permitted transferees, who are listed in the
section of this prospectus entitled “Selling Stockholders,” may offer any or all
of the Shares owned by them that are covered by this prospectus for resale
from
time to time. We will not receive any proceeds from the sale of the Shares;
however, we will receive the proceeds, if any, from the exercise of the options
and original issue of the Shares. We will pay all of the expenses associated
with this prospectus. The Selling Stockholders will pay the other costs,
such as
brokerage commissions, if any, associated with the sale of the
Shares.
The
Shares that are issuable to the Selling Stockholders may be “restricted
securities” under the Securities Act of 1933, as amended (the “Securities Act”),
before their sale under this prospectus. We have prepared this prospectus
for
the sole purpose of registering the Shares under the Securities Act in order
to
allow them to offer and sell the Shares to the public, subject to any
contractual limitations or legal restrictions.
Our
common stock is currently traded on an over-the-counter bulletin board under
the
symbol CAPS.OB. On March 1, 2006, the closing price for our common stock
was
$1.60. You are urged to obtain current market quotations for our common stock
before purchasing any of the Shares being offered for sale pursuant to this
prospectus.
Investing
in our common stock involves risks that are described in the “Risk Factors”
section beginning on page 8.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
date
of this Prospectus is March 3, 2006.
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You
should rely only on the information contained in this prospectus. We have
not
authorized anyone to provide you with any information that is different from
the
information contained in this prospectus. The Selling Stockholders are offering
to sell, and seeking offers to buy, the Shares only in jurisdictions where
such
offers and sales are permitted. The information contained in this prospectus
is
accurate only as of the date of the front cover of this Prospectus, regardless
of the time of the delivery of this prospectus or of any sale of the Shares.
Our
business, financial condition, results of operations and prospects may have
changed since that date.
General
Caprius,
Inc. was founded in 1983. Through our subsidiary M.C.M. Environmental
Technologies, Inc., (“MCM”), we are engaged in the development, marketing and
sale of the SteriMed and SteriMed Junior Compact Systems in the U.S. and
international markets. The SteriMed Systems simultaneously shred and disinfect
regulated medical waste.
Through
June 1999, we essentially operated in the business of developing specialized
medical imaging systems, as well as operating the Strax Institute, a
comprehensive breast imaging center. In June 1999, we acquired Opus Diagnostics,
Inc. and began manufacturing and selling medical diagnostic assays constituting
the Therapeutic Drug Monitoring Business (the “TDM Business”). In October 2002,
we sold the TDM business. The Strax Institute was sold in September 2003.
In
December 2002, we acquired 57.33% of the capital stock of MCM, and subsequently
increased our ownership of MCM to 96.66% as of September 30, 2005. In February
2006, we closed the sale of shares of our Series D Convertible Preferred
Stock
and our 2006 Series A and B Warrants in a private placement for net proceeds
of
$2.7 million.
Description
of MCM Environmental Technologies, Inc. Business
Background
of the Regulated Medical Waste Industry in the United
States
In
1988,
the Federal Government passed the Medical Waste Tracking Act (“MWTA”). This Act
defined medical waste and the types of medical waste that were to be regulated.
In addition to defining categories of medical waste, the law mandated that
generators of Regulated Medical Waste (“RMW”) be responsible for and adhere to
strict guidelines and procedures when disposing of RMW. The mandates included
a
“cradle to grave” responsibility for any RMW produced by a facility, the
necessity to track the disposal of RMW and defined standards for segregating,
packaging, labeling and transporting of RMW.
The
MWTA
led to the development of individual state laws regulating how RMW is to
be
disposed of. As a result of these laws, it became necessary for medical waste
generating facilities to institute new procedures and processes for transporting
medical waste from the facility to an offsite treatment and disposal center,
or
obtain their own on-site system for treatment and disposal acceptable to
the
regulators.
The
other
major impact on the RMW market was the adoption of the Clean Air Amendments
of
1997. This act dramatically reduced or eliminated the type of emissions that
are
permitted from the incineration of RMW. Due to this, generators of RMW, which
were incinerating their waste, were forced into costly upgrades of their
incinerators or to find other methods of disposal.
Most
generators of RMW use waste management firms to transport, treat and dispose
of
their waste. Due to legislative and other market factors, the costs for
this type of service have been increasing at a dramatic pace. At the same
time,
many medical waste generators are coming under increasing pressure to reduce
expenses as a result of the decreasing reimbursement payments from Medicare
and
other third party providers. Additionally, the added liability of RMW generators
as a result of the “cradle to grave” manifest requirement has made it more
attractive to use medical waste management methods that do not require tracking
systems. The combination of these pressures is forcing medical waste generators
to seek innovative methods for their waste disposal. We believe these factors
create a demand for an onsite RMW treatment option. MCM has identified and
is
working with specific segments and niches within the RMW market on which
it
feels it might capitalize.
Background
of the Regulated Medical Waste Industry Outside of the United
States
The
industrialized countries of the European Union and Japan are implementing
medical waste laws that are or will be similar to U.S. regulations. In 1994,
the
European Commission implemented a directive where member states had to adhere
to
the provisions of the United Nations Economic Commission for Europe (“UNECE”)
European Agreement on the International Carriage of Dangerous Goods by Road.
This requires that clinical or medical waste be packed, marked, labeled and
documented according to defined specifications. Regulations and
cost
factors have prompted European RMW generators to seek alternative medical
waste
disposal options. MCM recognizes an excellent opportunity for SteriMed sales
in
Europe, and is working with regulators, potential joint venture partners
and
distributors.
Throughout
the less industrialized and third world countries, the disposal of hospital
waste is coming under increasing scrutiny and regulations. Many countries
are in
the process of updating and enforcing regulations regarding the disposal
of RMW.
MCM is attempting to establish relationships worldwide directly or through
distributors, in many of these countries.
The
MCM SteriMed Systems
The
SteriMed Systems are patented, environmentally friendly, on-site disinfecting,
shredding and disposal systems that can process regulated clinical waste,
including sharps, dialysis filters, pads, bandages, plastic tubing and even
glass,
in a 15
minute cycle.
The
units, comparable in size to a washer-dryer, simultaneously shred, grind,
mix
and disinfect the waste with the proprietary Ster-Cid® solution. After
treatment, the material may be discarded as unrecognizable conventional solid
waste, in accordance with appropriate regulatory requirements. The resultant
treated waste is as low as 10% of the original volume.
The
SteriMed Systems are comprised of two different sized units, and the required
Ster-Cid® disinfectant solution which can be utilized with both units. The
larger SteriMed can treat up to 20 gallons (75 liters) of medical waste per
cycle. The smaller version, SteriMed Junior, can treat 4 gallons (15 liters)
per
cycle. As the technology for disinfection is chemical based, within the
definitions used in the industry, it is considered as an alternative treatment
technology.
We
have
the worldwide exclusive rights for the manufacture, use and sale of the
Ster-Cid®
proprietary disinfectant used in the SteriMed System. The Ster-Cid®
is
currently manufactured solely for us by the licensor. In the event that the
licensor is unable to manufacture the Ster-Cid®,
we have
the right to have Ster-Cid® manufactured by an alternative manufacturer.
Ster-Cid®
is
approximately 90% biodegradable. Ster-Cid®
is
considered a pesticide by the U.S. EPA and, in compliance with Federal
Insecticide, Fungicide, Rodenticide Act of 1972 (“FIFRA”), and it is registered
with the U.S. EPA. The
process
of
registering a pesticide under FIFRA involves submission of an application
package to the U.S. EPA. The EPA’s review of this application includes
assessment of the hazards to human health and the environment that may be
posed
by the pesticide. This process can take up to a year or more to complete.
MCM
had assigned an agent experienced with the FIFRA registration process to
carry
out this process for Ster-Cid®.
This
process was completed in September 1999 at which time the Ster-Cid®
was
assigned a FIFRA Registration number.
During
the SteriMed disinfecting cycle, the concentration of Ster-Cid® is approximately
0.5% of the total volume of liquids. The Ster-Cid®
disinfectant has been tested in independent laboratories and has been shown
to
meet U.S. EPA guidelines for disinfection. Furthermore, it is accepted by
the
Publicly Owned Treatment Works (“POTW”) allowing for its discharge into the
sewer system.
Both
the
SteriMed and SteriMed Junior are safe and easy to operate, involving ½ day of
training provided by our technical support staff to operators as designated
by
the end-user. The operator is trained to handle the daily and weekly
responsibilities for the routine preparation, maintenance, and minor
troubleshooting of the SteriMed Systems. Daily maintenance includes filling
the
system with the Ster-Cid®,
removal
and replacement of the filter bags, and disposing of the filter bag as black
bag
waste.
The
trained operator places the red bag waste containing RMW into the SteriMed
receiver chamber and activates the start button. The water and
Ster-Cid®
are
then
automatically released into the treatment chamber. The shredding, grinding
and
mixing of the waste is then initiated to expose all surfaces of the medical
waste to the chemical solution during the
15 minute
processing cycle. At the end of each specified number of cycles, the trained
operator then puts the residue into a regular black bag, ready for disposal
as
regular solid waste.
Both
SteriMed and the SteriMed Junior are equipped with an integrated monitoring
system, including a PLC display, which indicates each of the system’s functions
to guide the operator through its operations. Access to the PLC program is
secured, accessible only by MCM’s technicians to prevent operators from
overriding the treatment process. Relevant information concerning treatment
parameters may be electronically forwarded, at the
end
of
each treatment cycle, to a designated printer at any location within the
facility. In addition, the system is capable, at the option of the facility,
to
have the treatment parameters for all cycles in a day forwarded to MCM’s
maintenance center.
Regulations
and Regulatory Compliance for Alternative Medical Waste Treatment Technologies
in the United States
Our
use
of the Ster-Cid®
disinfectant in the SteriMed Systems is registered by the U.S. EPA under
FIFRA.
The SterCid®
disinfectant is considered a pesticide, and is registered under FIFRA Number
71814. FIFRA gives the federal government control over the distribution,
sale
and use of pesticides. All pesticides used in the U.S. must be registered
(licensed) by the U.S. EPA under FIFRA. Registration of pesticides is to
seek
assurance that they will be properly labeled, and if used in accordance with
label specifications, will not cause unreasonable harm to the
environment.
The
MCM
SteriMed systems are regulated at the state level by the individual states’
Environmental, Conservation, Natural Resources, or Health Department. Each
state
has its own specific approval requirements. Generally, most states require
an
application for registration or approval be submitted along with back-up
information, including but not limited to operating manuals, service manuals,
and procedures. Additionally, many states require contingency and safety
plans
be submitted, and that efficacy testing be performed. MCM has demonstrated
through efficacy testing that it can inactivate the 4Log10 concentration
of
Bacillus
atrophaeus (formerly
Bacillus subtilis)
spores.
This meets or exceeds most state regulatory requirements.
The
SteriMed Senior has been cleared for marketing
in 47 states and the SteriMed Junior in 42 states.
The
Ster-Cid®
disinfectant has been registered in 49 states. We are currently seeking to
obtain approvals from the remaining states.
Local
and
county level authorities generally require that discharge permits be obtained
from POTW by all facilities that discharge a substantial amount of liquids
or
specifically regulated substances to the sewer system. The SteriMed Systems
process effluent has been characterized and found to be within the lower
range
of the general discharge limits set forth by the National Pollutant Discharge
Elimination System (NPDES) Permitting Program, which are used to establish
POTW
discharge limits.
These
approvals allow the SteriMed Systems effluent to be discharged to a municipal
sewer and the treated disinfected solid waste to be disposed of in a municipal
landfill.
The
process used by the SteriMed Systems, unlike many other waste medical disposal
technologies, is not subject to the Clean Air Act Amendments of 1990 because
there is no incineration or generation of toxic fumes in the process. It
is also
not subject to the Hazardous Materials Transportation Authorization Act of
1994
as there is no transportation of hazardous waste involved.
Regulations
and Regulatory Compliance for Alternative Medical Waste Treatment Technologies
outside of the United States
CE
Mark
compliancy is a requirement for equipment sold in the European Union
(“EU”).
The
SteriMed Systems are CE Mark compliant as well as ISO Certified, 9001:2000
and
14001:1996. In order to meet the specific regulatory requirements of the
individual members of the EU, MCM has undertaken further efficacy testing
where
necessary in order to demonstrate that the SteriMed conforms to all the
standards in the specific EU member country. Outside of the EU, we are required
to review and meet whatever the specific
standards a country may impose. In countries where we have distributors,
they
are required to obtain the necessary regulatory approvals on our behalf at
their
expense.
Competition
RMW
has
routinely been treated and disposed of by means of incineration. Due to the
pollution generated by medical waste incinerators, novel technologies have
been
developed for the disposal of RMW. Some of the
issues
confronting these technologies are: energy requirements, space requirements,
unpleasant odor, radiation exposure, excessive heat, volume capacity and
reduction, steam and vapor containment, and chemical pollution. The use of
the
SteriMed Systems eliminates concern about these issues: space and energy
requirements are minimal, there are no odors, radiation, steam, vapor or
heat
generated, solid waste volume is reduced by up to 90% and the disinfecting
chemical is 94% biodegradable.
Marketing
Strategy
We
have
designed and are implementing a marketing program which maximizes the uniqueness
and strengths of the SteriMed Systems while enhancing our customers’ cash flow
and minimizing their financial restraints. Our sales focus is to those sites
which best fit the capabilities and requirements of our systems. These include
those sites generating approximately 2,000 to 12,000 pounds of RMW per month
and
are able to provide a room with a minimum of 75 square feet with proper plumbing
and electricity for the storage and operation of the machine. Within the
United
States these facilities include dialysis centers, surgical centers,
plasmapheresis centers, blood banks, commercial laboratories (both research
and
clinical), large physician group practices and specific sites within
hospitals
Many
of
these facilities are owned by national or international corporations operating
many facilities. By focusing our sales efforts to these corporations we will
be
able to have multiple machine placements within the same organization. This
offers many advantages to the customer and to us. Not only will we be able
to
maximize our selling efforts, we will also be able to compound our warranty
and
service effectiveness. This strategy should enable us to maximize resources
and
quickly obtain market penetration. We are presently working with a number
of
these customers in the implementation of this strategy and in fiscal year
2005,
the Company received its first significant order in the U.S. for the SteriMed
Junior Systems
from a major dialysis company. In addition, in December 2005, we received
an
order for two SteriMed Junior Systems from the United States Department of
Defense for use by the U.S. Navy. The units are for laboratory test and
evaluation as part of the U.S. Navy’s Shipboard Medical Waste Management
Program.
We
do not
have the depth of marketing or financial capacity that many of our competitors
have and thus are reliant upon generating interest in our products by virtue
of
our technical advantages. This aspect is emphasized in our limited budget
allocated for marketing.
Our
business marketing models in the U.S. are either to lease or to sell SteriMed
Systems. The basic lease terms are a single monthly fee which will include
the
cost of the SteriMed, disposables and service for the life of the lease.
Lease
terms are usually five years. In the rest of the world, only the sale option
is
available. Leasing is not available outside of the US because of the potential
difficulty in monitoring and collecting monthly leasing fees. Our distributors,
however, are free to sell or lease the SteriMed Systems in their respective
markets. Regulatory approvals are required prior to marketing in any country,
whether the business is conducted by us or our distributors.
To
maximize and augment our sales efforts in the U.S., we have been actively
recruiting distributors. Ideally, we are seeking local, regional and national
distributors who will have the right to sell the SteriMed Systems and related
products within their prescribed geographical areas or business sectors.
In
order to gain exclusivity, the distributor must commit to minimum annual
purchases. The distributor is obligated to work within the guidelines and
regulatory approvals set up and maintained by us.
Internationally,
we have distribution agreements in the following countries: Argentina, Brazil,
Columbia, Costa Rica, Cyprus, Greece, Japan, Mexico, Paraguay, Poland,
Scandinavia (Norway, Sweden, Finland and Iceland), Singapore, Taiwan, Tunisia
and Uruguay. In January 2006, we entered into a three-year exclusive
distributorship agreement for the Caribbean. In February 2006, we entered
into a
five-year exclusive distributorship agreement for the territories of Australia
and New Zealand. In each of the countries, it is the distributors’
responsibility to obtain, at their own expense, all regulatory approvals
which
will be registered in the name of MCM.
Manufacturing
Presently,
we manufacture the SteriMed at our facility in Moshav Moledet, Israel. The
SteriMed Junior is currently manufactured by a third-party manufacturer in
Israel. We continue to seek sub-assembly manufacturers to enable us to reduce
the cost of the SteriMed Junior as well as alternative locations in North
America for the manufacture of our SteriMed Junior.
Approximately
half of the SteriMed Systems’ components are commercially available from
third-party suppliers. The remaining components are either generic with
modification or customized specifically for the SteriMed. We presently have
depots for parts and supplies located in Ridgefield, NJ and Moledet, Israel.
Maintenance
and Customer Service Model
Critical
to the successful use of the SteriMed Systems is the proper training of the
personnel carrying out the installation, operation and service of the equipment.
We provide our customers with a warranty covering parts and labor for one
year.
Thereafter, we offer an extended warranty program. Our technical service
staff
assists clients in the installation of units and the training of their staff
and
on-site operators. This training program is strongly geared towards safety
and
maintenance to assure ongoing safe and smooth operation of the unit. After
installation and training, operation of the unit is monitored by our technical
staff to assure proper performance. Our technical staff is on-call to assist
in
fixing problems or performing repairs. Our goal is to minimize problems through
ongoing training and strict adherence to maintenance schedules. Our customer
service staff is available to help with any questions or issues our customers
might have.
CAUTIONARY
NOTE
REGARDING FORWARD LOOKING
STATEMENTS
This
prospectus contains or incorporates by reference forward-looking statements
that
we believe are within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, which are intended to
be
covered by the safe harbors created by such acts. These statements describe
our
attempt to predict future events, such as our ability to achieve satisfactory
operating performance, the viability of our business model, the regulatory
responses to our product candidates, our ability to obtain needed working
capital, the market acceptance of our product candidates and the protection
of
our proprietary information.
The
shares of our common stock being offered for resale by the selling stockholders
are highly speculative in nature, involve a high degree of risk and should
be
purchased only by persons who can afford to lose the entire amount invested
in
the common stock. Before purchasing any of the shares of common stock, you
should carefully consider the following factors relating to our business
and
prospects which factors constitute the material risks related to an investment
in our common stock. If any of the following risks actually occurs, our
business, financial condition or operating results could be materially adversely
affected. In such case, the trading price of our common stock could decline,
and
you may lose all or part of your investment.
The
medical infectious waste disposal industry is subject to extensive federal,
state and local laws and regulations, both in the US and overseas. Our business
requires us to obtain many different approvals and permits or other types
of
governmental authorizations for each jurisdiction in which we operate. Other
risks that we face are more specifically defined as follows:
Manufacturing
Presently,
we manufacture the SteriMed at our facility in Moshav Moledet, Israel. The
SteriMed Junior is currently manufactured by a third-party manufacturer in
Israel. We continue to seek sub-assembly manufacturers to enable us to reduce
the cost of the SteriMed Junior as well as alternative locations in North
America for the manufacture of our SteriMed Junior. If
we fail
to effectively manufacture or fail to develop a market for our SteriMed Systems,
we will likely be unable to recover the losses we will have incurred in
attempting to produce and market these products and technologies and may
be
unable to make sales or become profitable.
We
are
dependent on third-party suppliers for the components of our SteriMed and
SteriMed Junior Systems and also for the Ster-Cid®
disinfectant. At present there are no supply contracts in place and our
requirements are fulfilled against purchase orders. There can be no assurances
that we will have adequate supplies of materials. Although we believe that
the
required components are readily available and can be provided by other
suppliers, delays may be incurred in establishing relationships or in waiting
for quality control assurance with other manufacturers for substitute
components.
Regulatory
The
medical waste management industry is subject to extensive U.S. EPA, state
and
local laws and regulations relating to the collection, packaging, labeling,
handling, documentation, reporting, treatment and disposal of regulated medical
waste. The use of the Ster-Cid®
disinfectant
in the SteriMed Systems is registered with the U.S. EPA under FIFRA, however,
the SteriMed Systems are not subject to U.S. EPA registration. Our business
requires us to comply with these extensive laws and regulations and also
to
obtain permits, authorizations, approvals, certificates or other types of
governmental permission from all states and some local jurisdictions where
we
sell or lease the SteriMed Systems. The SteriMed has
been
cleared for marketing in 47 states and the SteriMed Junior in 42 states.
It is
our objective to obtain approvals from the remaining states. The
Ster-Cid®
has been
registered in 49 states. Our ability to obtain such approvals in the remaining
states and the timing and cost to do so, if successful, cannot be easily
determined nor can the receipt of ultimate approval be assumed.
In
markets outside the U.S., our ability to market the SteriMed Systems is governed
by the regulations of the specific country. In foreign countries where we
market
through distributors, we rely on them to obtain the necessary regulatory
approvals to permit the SteriMed System to be marketed in that country. We
are
therefore dependent on the distributor to process these applications where
required. In many of these countries we have no direct control or involvement
in
the approval process, and therefore we cannot estimate when our product will
be
available in that market.
We
believe that we currently comply in all material respects with all applicable
laws, regulations and permitting requirements. State and local regulations
change often, however, and new regulations are frequently adopted. Changes
in
the applicable regulations could require us to obtain new approvals or permits,
to change the way in which we operate or to make changes to our SteriMed
Systems. We might be unable to obtain the new approvals or permits that we
require, and the cost of compliance with new or changed regulations could
be
significant. In the event we are not in compliance, we can be subject to
fines
and administrative, civil or criminal sanctions or suspension of our
business.
The
approvals or permits that we require in foreign countries may be difficult
and
time-consuming to obtain. They may also contain conditions or restrictions
that
limit our ability to operate efficiently, and they may not be issued as quickly
as we need (or at all). If we cannot obtain the necessary approval or permits
when needed, or if they contain unfavorable conditions, it could substantially
impair our ability to sell the SteriMed System in certain
jurisdictions.
Intellectual
Property
We
regard
certain aspects of our products, processes, services and technology as
proprietary, and we have trademarks and patents for certain aspects of the
SteriMed System.
Our
ability to compete successfully will depend in part on our ability to protect
our proprietary rights and to operate without infringing on the proprietary
right of others, both in the United States and abroad. Our proprietary rights
to
Ster-Cid®
relate
to
an exclusive worldwide license that we had obtained from a third party
manufacturer in Europe to purchase the Ster-Cid®
disinfectant.
The patent positions of medical waste technology companies generally involve
complex legal and factual questions. While patents are important to our
business, the regulatory approvals are more critical in permitting us to
market
our products. We may also apply in the future for patent protection for uses,
processes, products and systems that we develop. There can be no assurance
that
any future patent that we apply for will be issued, or that any existing
patents
issued will not be challenged, invalidated or circumvented, or that the rights
granted thereunder will provide any competitive advantage, or that
third parties will not infringe or misappropriate our proprietary rights
or that
third parties will not independently develop similar products, services and
technology.
We may
incur substantial costs in defending any patent or license infringement suits
or
in asserting any patent or license rights, including those granted by third
parties, the expenditure of which we might not be able to afford. An adverse
determination could
subject
us to significant liabilities to third parties, require us to seek licenses
from
or pay royalties to third parties or require us to develop appropriate
alternative technology. There can be no assurance that any such licenses
would
be available on acceptable terms or at all, or that we could develop alternate
technology at an acceptable price or at all. Any of these events could have
a
material adverse effect on our business and profitability.
We
may
have to resort to litigation to enforce our intellectual property rights,
protect our trade secrets, determine the validity and scope of the proprietary
rights of others, or defend ourselves from claims of infringement, invalidity
or
unenforceability. Litigation may be expensive and divert resources even if
we
win. This could adversely affect our business, financial condition and operating
results such that it could cause us to reduce or cease operations.
Developing
products based upon new technologies can result in litigation based on
allegations of patent and other intellectual property infringement. While
no
infringement claims have been made or threatened against us, we cannot assure
you that third parties will not assert infringement claims against us in
the
future, that assertions by such parties will not result in costly litigation,
or
that they will not prevail in any such litigation. In addition, we cannot
assure
you that we will be able to license any valid and infringed patents from
third
parties on commercially reasonable terms or, alternatively, be able to redesign
products on a cost-effective basis to avoid infringement.
Marketing
Our
future growth and profitability depend in part on our ability to respond
to
technological changes and successfully develop and market new products that
achieve significant market acceptance. This industry has been historically
marked by very rapid technological change and the frequent introductions
of new
products. There is no assurance that we will be able to develop new products
that will realize broad market acceptance.
Competition
There
are
numerous methods of handling and disposing of RMW, of which our technology
is
one of the available systems. We are not aware of any competitive product
that
is similar to the SteriMed Systems with respect to its design and compactness.
We believe that our SteriMed Systems, due to its ability to be used on site,
the
cost basis and ease of use, offers a significant advantage over RMW systems
offered by our competitors. We realize, however, there can be no assurance
that
a different or new technology may not supplant us in the market. Further,
we
cannot guarantee that in the event that we are successful in the deployment
of
our systems in the marketplace, the predominant companies in the field, which
have substantially greater resources and market visibility than us, will
not try
to develop similar systems.
Liability
The
malfunction or misuse of our SteriMed Systems may result in damage to property
or persons, as well as violation of various health and safety regulations,
thereby subjecting us to possible liability. Although our insurance coverage
is
in amounts and deductibles customary in the industry, there can be no assurance
that such insurance will be sufficient to cover any potential liability.
We
currently retain a claims made worldwide product liability insurance policy.
Further, in the event of either adverse claim experience or insurance industry
trends, we may in the future have difficulty in obtaining product liability
insurance or be forced to pay very high premiums, and there can be no assurance
that insurance coverage will continue to be available on commercially reasonable
terms or at all. In addition, there can be no assurance that insurance will
adequately cover any product liability claim against us. A successful product
liability, environmental or other claim with respect to uninsured liabilities
or
in excess of insured liabilities could have a material adverse effect on
our
business, financial condition and operations. To date, no claims have been
made
against us. We believe that our insurance coverage is adequate to cover any
claims made, and we review
our
insurance requirement with our insurance broker on an annual basis.
Financial
We
raised
gross proceeds of $3.0 million in a placement of Series D Preferred Stock
and
warrants in the second quarter of Fiscal 2006, gross proceeds of $4.5 million
in
a placement of Series C Preferred Stock and warrants in the second quarter
of
fiscal 2005, and gross proceeds of $1.5 million in a placement of convertible
secured notes in the third quarter of fiscal 2004. The net proceeds from
these
placements should fulfill our capital needs through
March
31,
2007 based upon our present business plan. However, we expect to require
additional working capital or other funds in the near future should we need
to
modify our business plan. These funds are required to support our marketing
efforts, to obtain additional regulatory approvals both domestically and
overseas as well as to support our manufacturing purposes. In the event we
are
unable to achieve any market penetration in the near term, secure regulatory
approvals or build inventory available for immediate delivery, our ability
to
secure additional funding could be severely jeopardized. No assurance can
be
given that we will be successful in obtaining additional funds, whether publicly
or privately or through equity or debt. Any such financing could be highly
dilutive to stockholders.
In
the
past, we have experienced significant losses and negative cash flows from
operations. If these trends continue in the future, it could adversely effect
our financial condition. For the years ended September 30, 2005 and September
30, 2004, we experienced net losses of approximately $2.5 and $3.2 million
from
continuing operations respectively. Further, we incurred negative cash flows
from operations of approximately $2.9 million and $2.8 million for the years
ended September 30, 2005 and 2004, respectively. These results have had a
negative impact on our financial condition. There can be no assurance that
our
business will become profitable in the future and that additional losses
and
negative cash flows from operations will not be incurred. If these trends
continue in the future, it could have a material adverse effect on our financial
condition
Personnel
Our
success is highly dependent on the continued efforts of a small management
team.
Should operations expand, we will need to hire persons with a variety of
skills.
Competition for these skilled individuals could be intense, and there can
be no
assurance that we will be successful in attracting and retaining key personnel
in the future. Our failure to do so could adversely affect our business and
financial condition. We do not have employment agreements with or carry any
“key-man” insurance on the lives of any of our officers or
employees.
The
Selling Stockholders will receive all of the proceeds from the resale of
the
Shares. We will not receive any of the proceeds from the resale of the Shares.
To the extent the Selling Stockholders exercise their options to purchase
shares
of common stock offered hereby, we would receive up to approximately $830,000
from such exercises, all of which funds will be added to our general working
capital and used for general business purposes.
We
are
authorized to issue 50,000,000 shares of common stock, $0.01 par value. Each
share has one vote for election of directors and all other matters submitted
to
a vote of stockholders. Shares of common stock do not have cumulative voting,
preemptive, redemption or conversion rights.
The
holders of shares of common stock are entitled to dividends when and as declared
by the board of directors from funds legally available therefore, and, upon
liquidation are entitled to share pro rata in any distribution to holders
of
common stock, subject to the right of holders of outstanding preferred stock.
No
dividends have ever been declared by the board of directors on the common
stock.
There are no conversion rights or redemption or sinking fund provisions with
respect to our common stock. All of the outstanding shares of common stock
are,
and all shares sold hereunder will be, when issued upon payment therefore,
duly
authorized, validly issued, fully paid and non-assessable.
The
table
and notes below describe, as of January 31, 2006, certain information regarding
the beneficial ownership of common stock with respect to each Selling
Stockholder: (a) the name of the Selling Stockholder and his relationship
to us
during the last three years; (b) the number of shares of common stock he
beneficially owned as of the date of this prospectus; (c) the number of Shares
which he may offer pursuant to this prospectus; and (d) the amount and the
percentage our common stock that would be owned by him after completion of
this
offering, assuming he disposes of all of the Shares being offered by him
pursuant to this prospectus. The information contained in this table or notes
may be amended or supplemented from time to time.
| |
|
|
|
|
|
|
|
Beneficial
Ownership after
the
Offering
|
|
Name*
|
|
Relationship
to
Company
|
|
Number
of Shares
Beneficially
Owned
Prior to
the
Offering1
|
|
Shares
being
offered
|
|
Number
of Shares
|
|
Percentage
of Common Stock
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
George
Aaron
|
|
Chairman
of the Board; Chief Executive Officer; President |
|
|
360,887(2
|
)
|
|
120,000
|
|
|
240,887
|
|
|
7.2
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan
Joels
|
|
Director;
Chief Financial Officer; Treasurer; Secretary |
|
|
355,226(3
|
)
|
|
120,000
|
|
|
235,226
|
|
|
7.1
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliott
Koppel
|
|
VP
Sales & Marketing |
|
|
50,194(4
|
)
|
|
45,000
|
|
|
5,194
|
|
|
**
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sol
Triebwasser, Ph.D.
|
|
Director |
|
|
25,495(5
|
)
|
|
25,425
|
|
|
70
|
|
|
**
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey
L. Hymes, M.D.
|
|
Director |
|
|
23,750(6
|
)
|
|
23,750
|
|
|
-0-
|
|
|
**
|
|
* Except
otherwise indicated above, the address of the holder is Caprius, Inc., One
University Plaza, Hackensack, NJ 07601.
**
Less
than
one percent (1%).
|
(1)
|
Beneficial
owner means any person who, directly, or indirectly, through any
contract
arrangement, understanding, relationship or otherwise has or shares:
(i)
voting power, which includes the power to vote, or to direct the
voting
of, shares of our common stock; and/or (ii) investment power, which
includes the power to dispose, or to direct the disposition of,
shares of
our common stock, except where otherwise noted. While under SEC
rules, a
person is also deemed to be a beneficial owner of a security if
that
person has the right to acquire beneficial ownership of such security
at
any time within 60 days from the date of this prospectus, the table
includes shares underlying outstanding options that are to vest
more than
60 days from the date hereof.
|
|
(2)
|
Includes
(i) 353 shares in retirement accounts, (ii) 9,075 shares underlying
warrants presently exercisable, (iii) 5 shares jointly owned with
his wife
and (iv) 20,000 shares underlying options presently exercisable.
Also
includes 100,000 shares underlying options not presently
exercisable.
|
|
(3)
|
Includes
(i) 48,000 shares as trustee for his children, (ii) 8,618 shares
underlying warrants presently exercisable, (iii) 875 shares underlying
warrants owned by his wife for which he disclaims beneficial ownership,
(iv) 20,000 shares underlying options presently exercisable and
(v) 17,241
shares in a retirement account. Also includes 100,000 shares underlying
options not presently exercisable.
|
|
(4)
|
Includes
(i) 4,644 shares underlying warrants and (ii) 20,000 shares underlying
options presently exercisable. Also includes 25,000 shares underlying
options not presently exercisable.
|
|
(5)
|
Includes
5,425 shares underlying options presently exercisable. Also includes
options for 20,000 shares not presently
exercisable.
|
|
(6)
|
Includes
2,500 shares underlying options presently exercisable and 1,250
shares
underlying options which are currently not exercisable. Also includes
20,000 shares underlying options not presently
exercisable.
|
The
Selling Stockholders listed in the above table may have sold or transferred,
in
transactions pursuant to this prospectus or exempt from the registration
requirements of the Securities Act, some or all of their Shares since the
date
on which the information in the above table is presented. Information about
the
Selling Stockholders may change from time to time. Information about other
person who may hereafter become Selling Stockholders will be set forth in
prospectus supplements or post-effective amendments, if required.
Because
the Selling Stockholders may offer all or some of their common stock from
time
to time, and none is obligated to sell any Shares, we cannot estimate the
amount
of the common stock in the column “Shares Being Offered” in the above table that
will be held by the Selling Stockholders after this offering. Also, this
prospectus
does
not
include shares that may be acquired upon exercise of options that we may
grant
to the Selling Stockholders in the future. The shares issuable upon exercise
of
options granted in the future may subsequently be sold pursuant to this
prospectus, as supplemented to reflect the offering of such underlying shares
for resale or in transaction exempt from the registration requirements of
the
Securities Act. See “Plan of Distribution” for further information.
None
of
the Selling Stockholders has advised us of any specific plans for the sale,
transfer, gift or other disposition of the Shares offered under this prospectus.
However, if any Shares are sold, we expect that the Shares will be sold from
time to time primarily through transactions on the over-the-counter bulletin
board, or on any other national securities exchanges or market system where
our
common stock is then listed, although sales also may be made in negotiated
transactions or otherwise.
The
Selling Stockholders may sell the Shares through various means, including
directly or indirectly to purchasers, in one or more transactions on any
stock
exchange or securities market on which the Shares are traded at the time
of
sale, in privately negotiated transactions, or through a combination of these
methods. These sales may be at fixed prices, which may change, at market
prices
available at the time of sale, at prices based on the available market price
at
the time of sale, or at negotiated prices. If the Shares are sold through
underwriters, broker-dealers, or agents, these parties may be compensated
for
their services in the form of discounts or brokerage commissions and charges
or
compensation in the form of discounts, concessions or commissions from such
Selling Stockholder or the purchaser of the Shares so sold for whom such
broker-dealers may act or to whom they may sell as principal or both (which
compensation, as to a particular broker-dealer, may be in excess of customary
commissions). Shares covered by this prospectus also may be sold under Rule
144
or another exemption under the Securities Act, rather than pursuant to this
Prospectus, provided they meet the criteria and conform to the requirements
for
such Rules.
In
connection with the sale of the Shares, the Selling Stockholders and any
participating broker or dealer may be deemed to be “underwriters” within the
meaning of the Securities Act, and any profits on the sale of Shares or
commissions they receive may be deemed to be underwriting discounts and
commissions under the Securities Act.
We
will
pay all costs, expenses and fees in connection with the registration of the
Shares offered by the Selling Stockholders under this Prospectus. Brokerage
commissions and similar selling expenses, if any, attributable to the sale
of
the Shares will be borne by the Selling Stockholders.
There
is
no assurance that any of the Selling Stockholders will sell any or all of
the
Shares offered by them hereby.
The
financial statements incorporated in this prospectus by reference to the
Annual
Report on Form 10-KSB for the year ended September 30, 2005, have been so
incorporated in reliance on the report of Marcum & Kliegman LLP, an
independent registered public accounting firm, given upon the authority of
said
firm as experts in accounting and auditing.
The
validity of the Shares that may be sold using this prospectus will be passed
upon for us by Thelen Reid & Priest LLP.
We
have
filed with the SEC a Registration Statement on Form S-8 with respect to the
Shares offered in this prospectus. This prospectus does not contain all of
the
information and exhibits set forth in the Registration Statement. For further
information regarding us and the Shares, we refer you to the Registration
Statement. With
respect
to each such document filed with the SEC as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description
of
the matter involved.
We
are
subject to the reporting requirements of the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”), and file quarterly and annual reports, proxy
statements and other information with the SEC. You may read and copy any
document that we file, including the Registration Statement and its exhibits,
at
the public reference facilities of the SEC in Washington, D.C. or online
at
www.sec.gov
or from
commercial document retrieval services. Additionally, you may request a copy
of
any such document from us by contacting us at (212) 554-4550.
The
SEC
allows us to “incorporate by reference” information in this prospectus certain
information we file with the SEC, which means that:
| |
·
|
incorporated
documents are considered part of this
prospectus;
|
| |
·
|
we
can disclose important information to you by referring you to
those
documents; and
|
| |
·
|
certain
information that we file after the date of this prospectus
with the SEC
will automatically update and supersede information contained
in this
prospectus and the registration
statement.
|
The
following documents filed with the SEC are incorporated herein by
reference:
| |
(a)
|
the
Caprius, Inc. equity financing of February 17, 2006 on Form 8-K
filed with
the SEC on February 17, 2006; and on Form 8-K-A thereto filed on
March 3,
2006.
|
| |
(b)
|
the
Caprius, Inc. Quarterly Report on Form 10-QSB for the three months
ended
December 31, 2005 filed with the SEC on February 14,
2006;
|
| |
(c)
|
the
Caprius, Inc. Annual Report on Form 10-KSB for the fiscal year
ended
September 30, 2005, filed with the SEC on December 21,
2005;
|
| |
(d)
|
the
Caprius, Inc. Information Statement, dated December 6, 2005, filed
with
the SEC on December 8, 2005; and
|
| |
(e)
|
the
description of our common stock contained in our Certificate of
Incorporation, filed as Exhibit 3.1 to our Form 8-K filed with
the SEC on
April 5, 2005.
|
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Certain Documents by Reference.
Caprius,
Inc. is subject to the informational requirements of the Securities Exchange
Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports and other information with the Securities and Exchange Commission
(the
“SEC”). The following documents, which are on file with the SEC, are
incorporated herein by reference and made a part hereof:
| |
(a)
|
the
Caprius, Inc. equity financing of February 17, 2006 on Form 8-K
filed with
the SEC on February 17, 2006; and on Form 8-K-A thereto filed on
March 3,
2006.
|
| |
(b)
|
the
Caprius, Inc Quarterly Report on Form 10-QSB for the three months
ended
December 31, 2005 filed with the SEC on February 14,
2006;
|
| |
(c)
|
the
Caprius, Inc. Annual Report on Form 10-KSB for the fiscal year
ended
September 30, 2005, filed with the SEC on December 21,
2005;
|
| |
(d)
|
the
Caprius, Inc. Information Statement, dated December 6, 2005, filed
on
December 8, 2005; and
|
| |
(e)
|
the
description of our Common Stock contained in our Certificate of
Incorporation, filed as Exhibit 3.1 to our Form 8-K filed on April
5,
2005.
|
All
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the
Exchange Act, 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 by reference in
this
Registration Statement and to be a part hereof from the date of filing such
documents. Any document, or 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
document or statement contained herein, or in any other subsequently filed
document that also is deemed to be incorporated by reference herein, modifies
or
supersedes such document or 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. Subject to the foregoing, all information
appearing in this Registration Statement is qualified in its entirety by
the
information appearing in the documents incorporated by reference.
Item
4. Description
of Securities.
Not
applicable.
Item
5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification
of Directors and Officers.
We
shall
indemnify any person who was or is a party or is threatened to be made a
party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, or by or in the right of
the
Company to procure judgment in our favor, by reason of the fact that he is
or
was a director, officer, employee or agent of the Company, or is or was serving
at our request as a director, officer, manager employee or agent of another
corporation, partnership, joint venture, limited liability company, trust
or
other enterprise against expenses (including attorneys’ fees), judgment, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in
a manner he reasonably believed to be in or not opposed to our best interests,
in accordance with and to the full extent permitted
by
statute. Expenses (including attorneys’ fees) incurred in defending any civil,
criminal administrative or investigative action, suit or proceeding may be
paid
by us in advance of the final disposition of such action, suit or proceeding
as
authorized by the Board of Directors in the specific case upon receipt of
an
undertaking by or on behalf of the director, officer, manager, employee or
agent
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by us as authorized by this paragraph.
Specifically,
no indemnification shall be made in respect of any claim, issue or matter
as to
which such director or officer shall have been adjudged to be liable to the
Company unless and only to the extent that the Delaware Court of Chancery
or the
court in which action or suit was brought shall determine upon application
that,
despite the adjudication of liability but in view of all the circumstances
of
the case, such person is fairly and reasonably entitled to indemnity for
such
expenses which the Court of Chancery or such other court shall deem
proper.
The
indemnification shall not be deemed exclusive of any other rights to which
those
seeking indemnification may be entitled under this Certificate of Incorporation,
the By-Laws or any agreement or vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action
in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to
the benefit of the heirs, executors and administrators of such a
person.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following is a list of exhibits filed as a part of this Registration Statement
which are incorporated herein:
|
Exhibit
No.
|
Exhibit
|
|
4.1
|
Caprius,
Inc. 2002
Stock Option Plan (the “Plan”) (incorporated by reference to Appendix A to
Proxy Statement,
dated May 31, 2002).
|
|
5.1*
|
Opinion
of Thelen Reid & Priest LLP regarding the legality of shares of Common
Stock being registered.
|
|
10.1*
|
Form
of Option Agreement for Stock Option granted under the 2002
Plan.
|
|
23.1*
|
Consent
of Marcum & Kliegman LLP
|
|
23.2*
|
Consent
of Thelen Reid & Priest LLP (included in Exhibit 5.1).
|
|
24.1*
|
Power
of Attorney (included in the signature pages to this Registration
Statement).
|
*
Filed herewith.
Item
9. Undertakings.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, 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 this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such
securities at that time shall be deemed to be the initial bona fide offering
thereof
(f) 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:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the “Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective
date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in the Registration Statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (§230.424(b) of this chapter)
if, in the aggregate, the changes in volume and price represent no more than
a
20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(iii) 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;
Provided,
however, that paragraphs (f)(1)(i) and (f)(1)(ii) shall not apply to
information contained in periodic reports filed by the Registrant pursuant
to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That,
for
the purpose of determining any liability under the 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.
(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.
(h) Insofar
as
indemnification for liabilities arising under the Act of 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 Act and will be governed by the final adjudication
of
such issue.
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 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 New
York, State of New York, on this 3rd day of March, 2006.
| |
CAPRIUS,
INC.
|
| |
By:
|
/s/
Jonathan Joels
|
| |
|
Jonathan
Joels
Chief
Financial Officer, Treasurer and
Secretary
|
POWER
OF ATTORNEY
That
each
of the undersigned appoints George Aaron and Jonathan Joels as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him including post-effective amendments and related
registration statements, to this Registration Statement, and to file same,
with
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 separately and perform each and every
act
requisite and necessary to be done, as fully to all intents and purposes
as he
might or could so 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. This Power of Attorney may be signed in several
counterparts.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and
on the
date indicated.
|
Name
|
Title
|
Date
|
|
/s/
George Aaron
George
Aaron
|
Chairman
of the Board, President and Chief Executive Officer
|
March
3,
2006
|
|
/s/
Jonathan Joels
Jonathan
Joels
|
Director,
Chief Financial Officer and Treasurer
|
March
3,
2006
|
|
/s/
Jeffrey L. Hymes
Jeffrey
L. Hymes, M.D.
|
Director
|
March
3,
2006
|
|
/s/
Sol Triebwasser
Sol
Triebwasser, Ph.D.
|
Director
|
March
3,
2006
|
INDEX
TO EXHIBITS
The
following is a list of exhibits filed as part of this Registration Statement,
which are incorporated herein:
|
Exhibit
No.
|
Description
of Exhibits
|
|
5.1*
|
|
|
10.1*
|
|
|
23.1*
|
|
|
23.2*
|
Consent
of Thelen Reid & Priest LLP (included in Exhibit 5.1)
|
|
24.1*
|
Power
of Attorney (included in the signature pages to this Registration
Statement)
|
*
Filed herewith.