- Securities Registration: Employee Benefit Plan (S-8)
April 01 2011 - 4:29PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on April 1, 2011 Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONVERTED ORGANICS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-4075963
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification
Number)
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137A Lewis Wharf
Boston, MA 02110
(Address, including zip code, of registrants principal executive offices)
CONVERTED ORGANICS INC. 2010 OMNIBUS STOCK COMPENSATION PLAN
(Full title of the plans)
Edward J. Gildea
137A Lewis Wharf
Boston, MA 02110
(617) 624-0111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Ralph De Martino, Esq.
Cavas S. Pavri, Esq.
Cozen OConnor
1900 Market Street
Philadelphia, PA 19103
Professional Corporation
(215) 665-5542
Facsimile: (215) 701-2478
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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Calculation of Registration Fee
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Proposed Maximum
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Proposed Maximum
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Title of each Class of
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Amount being
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Offering Price Per
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Aggregate Offering
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Amount of
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Security being Registered
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Registered (1)
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Security (3)
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Price (3)
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Registration Fee
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Common Stock, $0.001 par value
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11,968,911 (2)
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$
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0.34
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$
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4,069,429.74
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$
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472.46
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(1)
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The number of shares being registered represents the aggregate number of shares of
common stock of Converted Organics Inc. issuable under Converted Organics Inc. 2010 Omnibus Stock
Compensation Plan (the 2010 Plan). Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this registration statement also covers any additional shares of Converted Organics Inc.
common stock that may be granted under the 2010 Plan to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
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(2)
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Represents 11,968,911 additional shares of common stock available for issuance under the
2010 Plan. This amount represents the shares by which the 2010 Plan automatically increased on
January 1, 2011 pursuant to the evergreen provision therein.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(c) and (h) under the Securities Act, based on the average of the high and low prices as
reported on the NASDAQ Capital Market on March 29, 2011, which was $0.34 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Documents containing the information required by Part I of this Registration Statement will be
sent or given to participants in the Converted Organics Inc. 2010 Omnibus Stock Compensation Plan
(the 2010 Plan) in accordance with Rule 428(b)(1) of the General Rules and Regulations under the
Securities Act of 1933, as amended (the 1933 Act). These document(s) and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The registrant filed with the Commission the following Registration Statement on Form S-8
relating to shares of the registrants common stock, par value $0.001 per share (the Common
Stock), to be offered and sold under the 2010 Plan, and, pursuant to General Instruction E of Form
S-8, the contents of such prior Registration Statement on Form S-8 filed July 30, 2010 (File No.
333-168430) are incorporated by reference in this Registration Statement to the extent not modified
or superseded hereby or by any subsequently filed document which is incorporated by reference
herein or therein.
The registrant is hereby registering an additional 11,968,911 shares of Common Stock issuable
under the 2010 Plan, bringing the total number of shares registered for purchase under the Plan to
15,426,958 shares.
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Exhibit
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Number
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Description
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3.1
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Amendment to Certificate of Incorporation (incorporated by
reference to Annex B to our Definitive Schedule 14A filed March 5,
2008)
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3.2
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Registrants Certificate of Amendment of Certificate of
Incorporation (incorporated by reference to Exhibit 3.2 to our
Registration Statement on Form S-1 filed September 15, 2009)
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3.3
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Registrants Certificate of Amendment of Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to our
Current Report on Form 8-K filed June 30, 2010)
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3.4
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Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to our Current Report on Form 8-K filed June 6, 2008)
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3.5
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Certificate of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock, dated October 18, 2010
(incorporated by reference to Exhibit 3.1 to our Current Report on
Form 8-K filed October 19, 2010)
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4.1
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Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to our Form SB-2/A filed January 25, 2007)
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4.2
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Form of Class B Warrant (incorporated by reference to Exhibit B to
Exhibit 4.5 on Post-Effective Amendment No. 1 to our Registration
Statement on Form SB-2 filed February 20, 2007)
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4.3
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Class A and Class B Warrant Agreement between the Registrant and
Computershare Shareholder Services, Inc. and Computershare Trust
Company N.A., dated February 16, 2007 (incorporated by reference
to Exhibit 4.5 on Post-Effective Amendment No. 1 to our
Registration Statement on Form SB-2 filed February 20, 2007)
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1
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Exhibit
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Number
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Description
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4.4
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Form of Representatives Purchase Warrant issued in IPO
(incorporated by reference to Exhibit 4.6 to our Registration
Statement on Form SB-2 filed June 21, 2006)
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4.5
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Form of Class C Warrant (incorporated by reference to Exhibit 10.5
to our current report on Form 8-K filed May 13, 2009)
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4.6
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Form of Class D Warrant (incorporated by reference to Exhibit 10.5
to our current report on Form 8-K filed May 13, 2009)
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4.7
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Form of Class E Warrant (incorporated by reference to Exhibit 4.1
to our current report on Form 8-K filed May 20, 2009 and to
Exhibit 10.1 to our current report on Form 8-K filed May 27, 2009)
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4.8
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Form of Class F Warrant (incorporated by reference to Exhibit 4.1
to our current report on Form 8-K filed July 16, 2009)
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4.9
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Form of Class G Warrant (incorporated by reference to Exhibit 10.5
to our current report on Form 8-K filed September 14, 2009)
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4.10
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Form of Class H Warrant (incorporated by reference to Exhibit 4.1
to our Quarterly Report on Form 10-Q filed November 16, 2009)
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4.11
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Secured Convertible Promissory Note dated September 14, 2009
payable to Iroquois Master Fund Ltd. (incorporated by reference to
Exhibit 10.4 to our current report on Form 8-K filed September 14,
2009)
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4.12
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Class H Warrant Agreement between the Registrant and Computershare
Trust Company N.A., dated October 20, 2009 (incorporated by
reference to Exhibit 10.3 to our Form 8-K filed on October 21,
2009)
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4.13
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Form of Representatives Purchase Option issued in October 2009
Offering (incorporated by reference to Exhibit 4.15 to our Form
S-1 filed October 14, 2009)
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4.14
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Form of Iroquois Master Fund Ltd. Warrant dated April 20, 2010
(incorporated by reference to Exhibit 4.1 to our Form 8-K filed
April 21, 2010)
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4.15
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Form of convertible note issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.1 to our current report on
Form 8-K filed December 17, 2010)
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4.16
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Form of Series A Warrant issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.2 to our current report on
Form 8-K filed December 17, 2010)
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4.17
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Form of Series B Warrant issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.3 to our current report on
Form 8-K filed December 17, 2010)
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4.15
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Form of Series C Warrant issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.4 to our current report on
Form 8-K filed December 17, 2010)
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5
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Opinion of Cozen OConnor
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23.1
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Consent of CCR LLP
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23.2
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Consent of Cozen OConnor (included in Exhibit 5)
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24
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Power of Attorney (included on signature page)
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2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on April 1,
2011.
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CONVERTED ORGANICS INC.
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By:
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/s/
Edward J. Gildea
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Name:
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Edward J. Gildea
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Title:
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President, Chief Executive Officer, and Chairman of the Board
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Edward J. Gildea, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the
Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed 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/ Edward J. Gildea
Edward J. Gildea
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Chairman, President
and Chief Executive
Officer
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April 1, 2011
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/s/ David R. Allen
David R. Allen
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Chief Financial
Officer, Chief
Accounting Officer,
Executive Vice
President of
Administration
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April 1, 2011
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/s/ Robert E. Cell
Robert E. Cell
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Director
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April 1, 2011
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/s/ John P. DeVillars
John P. DeVillars
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Director
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April 1, 2011
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/s/ Edward A. Stoltenberg
Edward A. Stoltenberg
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Director
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April 1, 2011
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/s/ Marshall Sterman
Marshall Sterman
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Director
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April 1, 2011
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3
EXHIBIT INDEX
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Exhibit
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Number
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Description
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3.1
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Amendment to Certificate of Incorporation (incorporated by
reference to Annex B to our Definitive Schedule 14A filed March 5,
2008)
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3.2
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Registrants Certificate of Amendment of Certificate of
Incorporation (incorporated by reference to Exhibit 3.2 to our
Registration Statement on Form S-1 filed September 15, 2009)
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3.3
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Registrants Certificate of Amendment of Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to our
Current Report on Form 8-K filed June 30, 2010)
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3.4
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Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to our Current Report on Form 8-K filed June 6, 2008)
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3.5
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Certificate of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock, dated October 18, 2010
(incorporated by reference to Exhibit 3.1 to our Current Report on
Form 8-K filed October 19, 2010)
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4.1
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Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to our Form SB-2/A filed January 25, 2007)
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4.2
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Form of Class B Warrant (incorporated by reference to Exhibit B to
Exhibit 4.5 on Post-Effective Amendment No. 1 to our Registration
Statement on Form SB-2 filed February 20, 2007)
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4.3
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Class A and Class B Warrant Agreement between the Registrant and
Computershare Shareholder Services, Inc. and Computershare Trust
Company N.A., dated February 16, 2007 (incorporated by reference
to Exhibit 4.5 on Post-Effective Amendment No. 1 to our
Registration Statement on Form SB-2 filed February 20, 2007)
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4.4
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Form of Representatives Purchase Warrant issued in IPO
(incorporated by reference to Exhibit 4.6 to our Registration
Statement on Form SB-2 filed June 21, 2006)
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4.5
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Form of Class C Warrant (incorporated by reference to Exhibit 10.5
to our current report on Form 8-K filed May 13, 2009)
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4.6
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Form of Class D Warrant (incorporated by reference to Exhibit 10.5
to our current report on Form 8-K filed May 13, 2009)
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4.7
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Form of Class E Warrant (incorporated by reference to Exhibit 4.1
to our current report on Form 8-K filed May 20, 2009 and to
Exhibit 10.1 to our current report on Form 8-K filed May 27, 2009)
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4.8
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Form of Class F Warrant (incorporated by reference to Exhibit 4.1
to our current report on Form 8-K filed July 16, 2009)
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4.9
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Form of Class G Warrant (incorporated by reference to Exhibit 10.5
to our current report on Form 8-K filed September 14, 2009)
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4.10
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Form of Class H Warrant (incorporated by reference to Exhibit 4.1
to our Quarterly Report on Form 10-Q filed November 16, 2009)
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4.11
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Secured Convertible Promissory Note dated September 14, 2009
payable to Iroquois Master Fund Ltd. (incorporated by reference to
Exhibit 10.4 to our current report on Form 8-K filed September 14,
2009)
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4.12
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Class H Warrant Agreement between the Registrant and Computershare
Trust Company N.A., dated October 20, 2009 (incorporated by
reference to Exhibit 10.3 to our Form 8-K filed on October 21,
2009)
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4
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Exhibit
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Number
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Description
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4.13
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Form of Representatives Purchase Option issued in October 2009
Offering (incorporated by reference to Exhibit 4.15 to our Form
S-1 filed October 14, 2009)
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4.14
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Form
of Iroquois Master Fund Ltd. Warrant dated April 20, 2010 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed April 21, 2010)
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4.15
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Form of convertible note issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.1 to our current report on
Form 8-K filed December 17, 2010)
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4.16
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Form of Series A Warrant issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.2 to our current report on
Form 8-K filed December 17, 2010)
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4.17
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Form of Series B Warrant issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.3 to our current report on
Form 8-K filed December 17, 2010)
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4.15
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Form of Series C Warrant issued in December 17, 2010 offering
(incorporated by reference to Exhibit 4.4 to our current report on
Form 8-K filed December 17, 2010)
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5
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Opinion of Cozen OConnor
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23.1
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Consent of CCR LLP
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23.2
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Consent of Cozen OConnor (included in Exhibit 5)
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24
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Power of Attorney (included on signature page)
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5
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