Harvesting ◾ 385
statements other than statements of historical facts contained in this offer-
ing memorandum, including statements regarding our future nancial
position, business strategy, budgets, projected costs, and plans and objec-
tives of management for future operations, are forward-looking statements.
Although we believe that our expectations reected in these forward-
looking statements are based on reasonable assumptions, we cannot assure
you that these expectations will prove to be correct. For detailed informa-
tion regarding some of the risks, uncertainties, and assumptions that could
cause actual results to differ materially from the expectations reected in
the forward-looking statements, please see “Risk Factors” beginning on
page 4 of this prospectus.
We undertake no obligation to update or revise our forward-looking
statements, whether as a result of new information, future events or other-
wise. In light of these risks, uncertainties, and assumptions, you should be
fully aware that the forward-looking events discussed in this offering memo-
randum might not occur.
PART II: INFORMATION NOT
REQUIRED IN PROSPECTUS
EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate of the expenses that we expect to incur in
connection with this registration. We will pay all of these expenses, and the
selling shareholders will not pay any of them.
SEC Registration fee
Printing and engraving expenses $1,000 *
Legal fees and expenses $10,000 *
Accounting fees and expenses $1,500 *
Miscellaneous *
Total *
*Estimate, and subject to future contingencies.
386 ◾ The Guide to Entrepreneurship: How to Create Wealth for Your Company
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnication under CardioTech’s Certicate of Incorporation and By-laws
and Massachusetts Law. CardioTech’s certicate of incorporation provides for
the indemnication of directors or ofcers, in accordance with the by-laws, to
the fullest extent permitted by the Massachusetts General Corporation Law.
CardioTech’s bylaws also provides that CardioTech shall indemnify and hold
harmless, to the fullest extent permitted by law, any person made or threat-
ened to be made a party to any legal action by reason of the fact that such
person is or was a director, ofcer, employee or other corporate agent of
CardioTech or any subsidiary or constituent corporation or served any other
enterprise at the request of CardioTech, against expenses, judgments, nes and
amounts paid in settlement actually and reasonably incurred by such person
in connection with such action. Massachusetts General Corporation Law pro-
vides for the indemnication of directors and ofcers under certain conditions.
CardioTech Directors and Ofcers Insurance. The directors and ofcers
of CardioTech are insured under a policy of directors’ and ofcers’ liabil-
ity insurance.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following is a list of Exhibits included as part of this Registration
Statement. CardioTech agrees to furnish supplementally a copy of any omit-
ted exhibit or schedule to the Commission upon request.
Exhibit No. Exhibit Title
2.1 Agreement and Plan of Merger dated as of October 25, 2002 among
CardioTech International, Inc. and Gish Biomedical, Inc. and Gish
Acquisition Corp., incorporated by reference to the Joint Proxy
Statement/Prospectus led by CardioTech International, Inc. as part
of its Registration Statement on Form S-4 led on December 23, 2002.
2.2 Amendment No. 1 to the Agreement and Plan of Merger dated as of
January 9, 2003 among CardioTech International, Inc., Gish
Biomedical, Inc. and Gish Acquisition Corp., incorporated by
reference to Exhibit 2.2 to Amendment No. 1 to CardioTech’s
Registration Statement on Form S-4, led on January 16, 2003.
Harvesting ◾ 387
3.1 Restated Articles of Organization of CardioTech International, Inc.,
incorporated by reference to Exhibit 3.1 to Amendment No. 1 to
CardioTech International, Inc.’s Registration Statement on Form
10-12G, led on May10, 1996.
3.2 Amended and Restated By-Laws of CardioTech International, Inc.,
incorporated by reference to Exhibit 3.2 to CardioTech International,
Inc.’s Registration Statement on Form 10-12G, led on March 20, 1996.
5.1 ** Opinion of Ellenoff Grossman & Schole, LLP for CardioTech
International, Inc., as to the legality of the securities being registered.
10.2 Tax Matters Agreement between Poly Medica Industries, Inc. and
CardioTech International, Inc., dated as of May 13, 1996, incorporated
by reference to Amendment No. 1 to CardioTech International, Inc.’s
Registration Statement on Form 10-12G, led on May 10, 1996.
10.3 Amended and Restated License Agreement between PMI and
CardioTech International, Inc., dated as of May9, 1996, incorporated
by reference to Exhibit 10.4 to Amendment No. 1 to CardioTech
International, Inc.’s Registration Statement on Form 10-12G, led on
May 10, 1996.
10.4 1996 Employee, Director and Consultant Stock Option Plan,
incorporated by reference to Exhibit 10.4 to CardioTech International,
Inc.’s Annual Report on Form 10-K for the year ended March 31, 1998,
led on June29, 1998.
10.5 Employment Agreement, dated as of March 26, 1998, between
Michael Szycher, Ph.D., and CardioTech, incorporated by reference
to Exhibit 10.5 to CardioTech International, Inc.’s Annual Report on
Form 10-K for the year ended March 31, 1998, led on June 29, 1998.
10.6 Development, Supply and License Agreement between PMI and Bard
Access Systems, dated November 11, 1992, incorporated by reference
to Exhibit 10.10 to CardioTech International, Inc.’s Registration
Statement on Form 10-12G, led on March 20, 1996.
10.7 Commercial Lease between CardioTech International, Inc. and
Cummings Properties Management, Inc., dated June 26, 1998,
incorporated by reference to Exhibit 10.11 to CardioTech
International, Inc.’s Annual Report on Form 10-K for the year ended
March 31, 1998, led on June 29, 1998.
10.8 Form of Unit Purchase Agreement, incorporated by reference to
Exhibit 99.1 to CardioTech International, Inc.’s Registration Statement
on Form S-3 led on February 12, 1999.
388 ◾ The Guide to Entrepreneurship: How to Create Wealth for Your Company
10.9 Form of Warrant to purchase shares of CardioTech International, Inc.
common stock, incorporated by reference to Exhibit 99.2 to
CardioTech International, Inc.’s Registration Statement on Form S-3,
led on February 12, 1999.
23.1 ** Consent of Ernst & Young LLP, Independent Auditors.
**Filed herewith
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To le, 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 Section10(a)(3) of the
Securities Act of 1933;
(ii) To reect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effec-
tive amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration state-
ment. 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 reected in
the form of prospectus led with the Commission pursuant to Rule424(b)
if, in the aggregate, the changes in volume and price represent no more
than a 20percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registra-
tion statement;
(iii) To include any material information with respect to the plan of distri-
bution not previously disclosed in the registration statement or any material
change to such information 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
de 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 termina-
tion of the offering.
Harvesting ◾ 389
(4) That prior to any public reoffering of the securities registered here-
under through use of a prospectus which is a part of this registration state-
ment, by any person or party who is deemed to be an underwriter within
the meaning of Rule145(c), such reoffering prospectus will contain the
information called for by the applicable registration form with respect to re-
offerings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(5) That every prospectus (i)that is led pursuant to paragraph(4)
immediately preceding, or (ii)that purports to meet the requirements of
Section10(a)(3) of the Securities Act of 1933 and is used in connection with
an offering of securities subject to Rule415, will be led as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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 securi-
ties offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona de offering thereof.
(6) That, for purposes of determining any liability under the Securities Act
of 1933, each ling of the registrant’s annual report pursuant to Section13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
ling of an employee benet plan’s annual report pursuant to Section15(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 de offering thereof.
(7) To respond to requests for information that is incorporated by refer-
ence into the joint proxy statement/prospectus pursuant to Item 4, 10(b),
11 or 13 of this form, within one business day of receipt of such request,
and to send the incorporated documents by rst class mail or other equally
prompt means. This includes information contained in documents led sub-
sequent to the effective date of the registration statement through the date of
responding to the request.
(8) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when it
became effective.
(b) Insofar as indemnication for liabilities arising under the Securities
Act of 1933 may be permitted to directors, ofcers and controlling per-
sons of the registrant pursuant to the foregoing provisions, or otherwise,
..................Content has been hidden....................
You can't read the all page of ebook, please click here login for view all page.