As filed
with the Securities and Exchange Commission on August 8, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ENCISION INC.
(Exact name of registrant as specified in its charter)
Colorado
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84-1162056
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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6797 Winchester Circle
Boulder, Colorado 80301
(303) 444-2600
(Address of Principal Executive Offices)
Encision Inc. 2007 Stock Option Plan
(Full title of the Plan)
Marcia K. McHaffie
Controller, Treasurer and
Corporate Secretary
Encision Inc.
6797 Winchester Circle
Boulder, Colorado 80301
(303) 444-2600
(Name, address,
including zip code, and telephone number, including area code,
of agent for service)
Copy to
:
G. James Williams, Esq.
Jason Day, Esq.
Faegre & Benson LLP
1900 Fifteenth Street
Boulder, Colorado 80302
(303) 447-7700
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
To Be registered
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Amount To
Be Registered (1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed Maximum
Aggregate Offering
Price(2)
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Amount of
Registration
Fee
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Common Stock, no
par value
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700,000
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$
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2.00
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$
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1,400,000.00
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$
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55.02
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(1)
Pursuant to Rule 416 under the
Securities Act of 1933 this Registration Statement will also cover any
additional shares of common stock that become issuable under the Encision Inc.
2007 Stock Option Plan by reason of any stock dividend, stock split,
reorganization or other similar transaction effected without the Registrants
receipt of consideration that results in an increase in the number of
outstanding shares of the Registrants common stock.
(2)
Calculated pursuant to Rule 457(h) and
457(c) under the Securities Act of 1933. The proposed maximum offering
price per share represents the average of the high and low prices of the
Registrants common stock on the American Stock Exchange on August 4,
2008.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
*
Item 2. Registrant Information and Employee Plan
Annual Information.
*
* Information
required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by
Reference.
Encision Inc. (the
Registrant) incorporates by reference the following documents filed with the
Securities and Exchange Commission (the Commission):
(1) Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2008; and
(2) The
description of the Registrants common stock, no par value, contained in the
Registration Statement (Reg. No. 333-4118-D) dated June 25, 1996, as
the same may be amended from time to time.
In addition, all other reports and documents filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act) subsequent to the date of
this Registration Statement (except for portions of the Registrants current
reports furnished, as opposed to filed, on Form 8-K) and prior to the filing of
a post-effective amendment that indicates that all the securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.
Any statement contained
in a document incorporated, or deemed to be incorporated, by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or incorporated by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference modifies or supersedes the 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.
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Item 4.
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Description
of Securities.
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Not applicable.
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Item 5.
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Interests
of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification
of Directors and Officers.
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The Colorado Business
Corporation Act (the CBCA) permits a corporation organized under it to
indemnify its directors, officers, employees, and agents for various acts. The bylaws of the Registrant provide for
indemnification, to the full extent authorized or permitted by law, of any
director or officer of the Registrant or any person serving at the request of
the Registrant in any capacity for any other corporation, partnership, joint
venture trust or other enterprise.
The CBCA would permit the
Registrant to indemnify any of its directors against expenses, fines,
penalties, settlements, or judgments arising in connection with a legal
proceeding to which such person was a party because of such persons status as
a director, to the extent that (1) such persons conduct was in good
faith; (2) the person reasonably believed, (a) in the case of conduct
in such persons official capacity, that such conduct was in the Registrants
best interest, or (b) in other cases, that such conduct was at least not
opposed to the Registrants best interests; and (3) in the case of a
criminal proceeding, the person reasonably believed that the conduct was not
unlawful. The CBCA permits the
Registrant to indemnify an officer, employee, fiduciary or agent of the
Registrant to the same extent as a director.
Therefore, if an officer, director, fiduciary or agent of the Registrant
incurs liability as a result of such persons position as such, and such person
acted in good faith or in the belief that his or her actions were in the
Registrants best interests, not opposed to the Registrants best interests, or
not unlawful, the Registrant would be required to indemnify such person. Furthermore, indemnification against
reasonable expenses would be mandatory with respect to an officer, director,
fiduciary or agent who was wholly successful in defense of a proceeding.
Under the CBCA, the
Registrant may not indemnify its directors, officers, employees, fiduciaries,
or other agents against personal liability (a) in connection with a
proceeding by or in the right of the Registrant in which such person was
adjudged liable to the Registrant, or (b) in connection with any other
proceeding charging that such person derived an improper personal benefit,
whether or not involving action in an official capacity, in which proceeding
such person was adjudged liable on the basis that he derived an improper
personal benefit. Indemnification by the
Registrant in connection with a proceeding by or in the right of the Registrant
is limited to reasonable expenses incurred in connection with the proceeding.
Indemnification may also
be granted under the terms of agreements that the Registrant and any of its
officers or directors may enter into in the future, and the Registrant may
purchase and maintain insurance that protects its officers and directors
against any liabilities incurred in connection with their services in these
positions.
Item 7.
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Exemption
from Registration Claimed
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Not applicable.
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Item 8.
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Exhibits.
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The following is a list
of all exhibits filed as part of this Registration Statement or, as noted,
incorporated by reference into this Registration Statement:
Exhibit No.
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Description
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4.1*
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Articles of Incorporation of Encision Inc.
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4.2**
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Bylaws of Encision Inc.
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4.3*
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Specimen common stock certificate.
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3
5.1
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Opinion of Faegre & Benson LLP.
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10.1***
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Encision Inc. 2007 Stock Option Plan.
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23.1
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Consent of
Independent Registered Public Accounting Firm, Gordon, Hughes and Banks, LLP.
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23.2
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Consent of Faegre & Benson LLP (included in Exhibit 5.1).
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* Incorporated by reference to Registration Statement,
Reg. No. 333-4118-D, dated June 25, 1996.
** Incorporated by
reference to Current Report on Form 8-K filed by the Registrant, File No. 000-51754,
on October 30, 2007.
***Incorporated by
reference to Current Report on Form 8-K filed by the Registrant, File No. 000-51754,
on July 12, 2007.
Item 9.
Undertakings.
(a)
The undersigned
Registrant hereby undertakes:
(1)
To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(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 this 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; and
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission 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 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; and
(3)
To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
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(b) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrants annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of the Plans annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
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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 Boulder,
Colorado, on this 7 day of August 2008.
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ENCISION
INC.
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By:
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/s/ Marcia K.
McHaffie
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Marcia K. McHaffie
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Controller,
Principal Accounting Officer and Principal
Financial Officer
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KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and
appoints John R. Serino and Marcia K. McHaffie or either of them (with full
power to each of them to act alone), as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him
and on his behalf to sign any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and any documents required to be filed
with respect therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such 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 connection therewith and about the
premises in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on behalf of the Registrant in the capacities indicated.
Signature
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Title
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Date
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/s/ John R. Serino
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President, Chief
Executive Officer
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August 8, 2008
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John R. Serino
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and Director
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Principal Executive Officer
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/s/ Marcia K. McHaffie
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Controller,
Principal Accounting
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August 8, 2008
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Marcia K. McHaffie
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Officer and
Principal Financial
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Principal Accounting and Financial
Officer
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Officer
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/s/ David W. Newton
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Vice President
Technology and
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August 8, 2008
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David W. Newton
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Director
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/s/ Roger C. Odell
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Chairman of the
Board of Directors
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August 8, 2008
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Roger C. Odell
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and Vice President
Business
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Development
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/s/ Bruce L. Arfmann
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Director
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August 8, 2008
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Bruce L. Arfmann
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/s/ Robert H. Fries
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Director
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August 8, 2008
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Robert H. Fries
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/s/ Vern D. Kornelsen
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Director
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August 8, 2008
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Vern D. Kornelsen
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/s/ George A. Stewart
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Director
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August 8, 2008
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George A. Stewart
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Index of Exhibits
Exhibits (including those
incorporated by reference):
Exhibit No.
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Description
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4.1*
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Articles of Incorporation of Encision Inc.
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4.2**
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Bylaws of Encision Inc.
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4.3*
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Specimen common stock certificate.
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5.1
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Opinion of Faegre & Benson LLP.
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10.1***
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Encision Inc. 2007 Stock Option Plan.
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23.1
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Consent of
Independent Registered Public Accounting Firm, Gordon, Hughes and Banks, LLP.
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23.2
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Consent of Faegre & Benson LLP (included in Exhibit 5.1).
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* Incorporated by reference to Registration Statement,
Reg. No. 333-4118-D, dated June 25, 1996.
** Incorporated by
reference to Current Report on Form 8-K filed by the Registrant, File No. 000-51754,
on October 30, 2007.
***Incorporated by
reference to Current Report on Form 8-K filed by the Registrant, File No. 000-51754,
on July 12, 2007.
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