S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on November 13, 2007
Registration
No. -___________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CRYOPORT,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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3086
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88-0313393
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
No.)
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20382
Barents Sea Circle
Lake
Forest, California 92630
(Address
and telephone number of principal executive offices)
CONSULTING
AGREEMENT
(Full
title of Plan)
Peter
Berry
Chief
Executive Officer
20382
BARENTS SEA CIRCLE
Lake
Forest, California 92630
(949)
470-2300
(Name,
address and telephone number of agent for service)
Copies
to:
Marc
J.
Ross, Esq.
Louis
A.
Brilleman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Tel:
(212) 930-9700
Fax:
(212) 930-9725
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Proposed
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Proposed
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Maximum
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Maximum
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Amount
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Offering
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Aggregate
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Amount
of
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to
be
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Price
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Offering
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Registration
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Title
of Securities to be
Registered
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Registered
(1)
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Per
Share(2)
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Price(2)
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Fee
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Common
Stock, .001
par value
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150,000
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$
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0.98
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$
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147,000
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$
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15.73
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Issuable
to Stuart Fine pursuant to the Compensation Agreement dated October
1,
2007, between Registrant and Carpe DM, Inc. an entity wholly owned
by Mr.
Fine.
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| (2) |
Estimated
solely for purposes of calculating the registration fee in accordance
with
Rule 457(c) under the Securities Act of
1933.
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PART
I
The
documents containing the information specified in Item 1 will be sent or given
to participants in the Plan as specified by Rule 428(b)(1) of the Securities
Act
of 1933, as amended (the "Securities Act"). Such documents are not required
to
be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Peter
Berry
Chief
Executive Officer
20382
Barents Sea Circle
Lake
Forest, California 92630
(949)
470-2300
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
Registrant hereby incorporates by reference into this Registration Statement
the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(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 into this Registration Statement and to be a part hereof from the
date
of filing of such documents:
| · |
Reference
is made to Registrant's Annual Report on Form 10-KSB for the year
ended
March 31, 2007, as filed with the SEC on July 9, 2006, which is hereby
incorporated by reference.
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| · |
Reference
is made to Registrant's Current Report on Form 8-K, as filed with
the SEC
on August 3, 2007, which is hereby incorporated by
reference.
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Reference
is made to Registrant's Quarterly Report on Form 10-QSB for the three
months ended June 30, 2007, as filed with the SEC on August 14, 2007,
which is hereby incorporated by
reference.
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Reference
is made to Registrant's Current Report on Form 8-K, as filed with
the SEC
on September 12, 2007, which is hereby incorporated by
reference.
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Reference
is made to Registrant's Current Report on Form 8-K, as filed with
the SEC
on September 19, 2007, which is hereby incorporated by
reference.
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| · |
Reference
is made to Registrant's Current Report on Form 8-K, as filed with
the SEC
on October 3, 2007, which is hereby incorporated by
reference.
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| · |
Reference
is made to Registrant's Current Report on Form 8-K, as filed with
the SEC
on October 19, 2007, which is hereby incorporated by
reference.
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Not
Applicable.
Not
applicable.
Under
the
Nevada General Corporation Law and our Articles of Incorporation, as amended,
our directors will have no personal liability to us or our stockholders for
monetary damages incurred as the result of the breach or alleged breach by
a
director of his "duty of care". This provision does not apply to the directors'
(i) acts or omissions that involve intentional misconduct or a knowing and
culpable violation of law, (ii) acts or omissions that a director believes
to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (iii) approval
of
any transaction from which a director derives an improper personal benefit,
(iv)
acts or omissions that show a reckless disregard for the director's duty to
the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the corporation or its
shareholders, (v) acts or omissions that constituted an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, or (vi) approval of an unlawful dividend,
distribution, stock repurchase or redemption. This provision would generally
absolve directors of personal liability for negligence in the performance of
duties, including gross negligence.
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 Securities 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.
Not
applicable.
Item
8. Exhibits.
Exhibit
Description
| 5.1 |
Opinion
of Sichenzia Ross Friedman Ference LLP
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| 10.1 |
Compensation
Agreement with Carpe DM
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| 23.1 |
Consent
of Sichenzia Ross Friedman Ference LLP (included in Exhibit
5.1)
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| 23.2 |
Consent
of KMJ Corbin & Company LLP
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Item
9. Undertakings.
(a)
File,
during any period in which it offers or sells securities, a post-effective
amendment to this Registration Statement to include any additional or changed
material information on the plan of distribution.
(b)
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at the time to be the initial bona
fide
offering.
(c)
File
a post-effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
(2)
The
undersigned Registrant hereby undertakes that, for the 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 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.
(3)
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
In
accordance with 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 of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lake Forest, CA on November 13, 2007.
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CRYOPORT,
INC.
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| By: | /s/ Peter Berry | |
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Peter
Berry
Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/
Peter Berry
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Director
and Chief Executive Officer
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November
13, 2007
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(Principal
Executive Officer)
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/s/
Dee S. Kelly
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Vice
President of Finance
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November
13, 2007
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(Principal
Financial and Accounting Officer)
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/s/
Thomas Fischer
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Director
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November
13, 2007
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/s/
Gary C. Cannon
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Director
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November
13, 2007
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/s/
Adam Michelin
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Director
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November
13, 2007
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/s/
Stephen L. Scott
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Director
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November
13, 2007
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