Registration No. __________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Sharps Compliance Corp.
(Exact name of Registrant as specified in its charter)
Delaware 74-2657168
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
9350 Kirby Drive, Suite 300, Houston, Texas 77054
(Address of principal executive office)
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Sharps Compliance Corp.
1993 STOCK PLAN
(Full title of the Plan)
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RL&F Service Corp.
One Rodney Square, 10th Floor
Wilmington, Delaware 19801
(302) 651.7700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered Per Share(2) Offering Price(2)
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Common Stock, Par Value $0.01 500,000 shares(1) $0.84 $420,000.00 $44.94
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(1)
Pursuant to Rule 416 under the Securities Act of 1933 as amended (the
"Securities Act"), additional shares of the common stock of the Company
issued or which become issuable in order to prevent dilution resulting
from any future stock split, stock dividend or similar transaction that
are being registered hereunder.
(2)
Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act
solely for the purpose of calculating the registration fee based upon
the average of the bid and asked prices of the Registrant's Common
Stock on the OTC Electronic Bulletin Board on February 1, 2006.
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EXPLANATORY NOTE
This Registration Statement is being filed for purpose of registering
additional securities of the same class as other securities for which
registration statements on Form S-8 were filed relating to the same employee
benefit plan and are effective. Pursuant to General Instruction E of Form S-8,
the Company's Registration Statements on Form S-8, filed with the Securities and
Exchange Commission on September 25, 2002 (File No. 333-100093), January 21,
2003 (File No. 333-102626), and February 12, 2003 (File No. 333-103158), are
hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents and reports filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) Annual Report of the Registrant on Form 10-KSB for the year ended
June 30, 2005.
(b) Quarterly Reports of the Registrant on Form 10-QSB for the quarter
ended September 30, 2005 and December 31, 2005 and Current Reports of
the Registrant on Form 8-K filed with the Commission on August 12,
2005, August 24, 2005, October 3, 2005, October 25, 2005 and January
24, 2006.
(c) The description of the Registrant's common stock, par value $0.01,
set forth on Form 8-K, dated February 27, 1998, including any amendment
or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement and prior to filing of a post-effective amendment to this registration
statement 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 into this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
Delaware law generally sets forth our power to indemnify our officers,
directors, employees and agents. We have authority under Section 145 of the
Delaware General Corporation Law to indemnify our directors, officers, employees
and agents to the extent provided for in that statute. Our Articles of
Incorporation provide as follows:
The corporation shall indemnify and advance expenses to any and all
persons who may serve or who have served at any time as directors or officers,
or who at the request of the Board of Directors of the corporation may serve or
at any time have served as directors or officers of another corporation in which
the corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with the defense
or settlement of any claim, action, suit or proceeding in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, by reason of being or having been directors or officers or a director
or officer of the corporation, or of such other corporation, except in relation
to matters as to which any such director or officer or former director or
officer or person shall be adjudged in any action, suit or proceeding to be
liable for his own negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, by-law, amendment, vote of
stockholders or otherwise.
Except to the extent herein above set forth, there is no charter
provision, bylaw, contract, arrangement or statute pursuant to which any of our
directors or officers are indemnified in any manner against any liability which
he may incur in his capacity as a director or officer. We also maintain a
standard director and officer liability policy to fund our obligation as stated
herein above.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
Item 7. Exemption from Registration Claims.
Not applicable.
Item 8. Exhibits.
Except as noted below, the following Exhibits are filed herewith and
made a part hereof.
Exhibit Description of Document
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4.1 Sharps Compliance Corp. Employee Stock Purchase Plan
5.1* Opinion of Looper Reed & McGraw, a professional corporation and Consent
23.1* Consent of Independent Accountants
24.1* Power of Attorney
99.1* Certification by Chief Executive Officer
99.2* Certification by Chief Financial Officer
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*Filed herewith.
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 the Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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) if, in the aggregate, the changes in volume and price
represent no more than 20 percent 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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, 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 Houston, State of Texas, on January 30, 2006.
Sharps Compliance Corp.
By: /s/ DR. BURTON J. KUNIK
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Dr. Burton J. Kunik,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the dates indicated.
Signatures Titles Date
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/s/ DR. BURTON J. KUNIK Chairman of the Board, Chief January 30, 2006
-------------------------- Executive Officer, President,
Dr. Burton J. Kunik and Director
/s/ RAMSEY GILLMAN* Director January 30, 2006
--------------------------
Ramsey Gillman*
/s/ F. GARDNER PARKER.* Director January 30, 2006
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F. Gardner Parker*
/s/ JOHN R. (RANDY) GROW* Director January 30, 2006
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John R. (Randy) Grow*
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Dr. Burton J. Kunik, the undersigned attorney-in-fact, by signing his
name below, does hereby sign this Registration Statement on behalf of the
directors and officers of Sharps Compliance Corp. indicated above by asterisk
(constituting a majority of the directors) pursuant to a power of attorney
executed by such persons and filed with the Securities and Exchange Commission
contemporaneously herewith.
By: /s/ Dr. Burton J. Kunik, as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on January 30, 2006.
Sharps Compliance Corp
By: /s/ David P. Tusa
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David P. Tusa
Senior Vice President, Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Sharps Compliance Corp. Employee Stock Purchase Plan
5.1* Opinion of Looper Reed & McGraw, P.C., a professional
corporation and Consent
23.1* Consent of Independent Accountants
24.1* Power of Attorney
99.1* Certification by Chief Executive Officer
99.2* Certification by Chief Financial Officer
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*Filed herewith.