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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Michigan
(State or other jurisdiction of
incorporation or organization)
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38-3317208
(I.R.S. Employer
Identification No.) |
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30142 Wixom Road
Wixom, Michigan
(Address of Principal Executive Offices)
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48393
(Zip Code) |
Rockwell Medical Technologies, Inc. Amended and Restated 2007 Long Term Incentive Plan
(Full Title of the Plan)
Robert L. Chioini
President and Chief Executive Officer
Rockwell Medical Technologies, Inc.
30142 Wixom Road
Wixom, Michigan 48393
(Name and address of agent for service)
(248) 960-9009
(Telephone number, including area code, of agent for service)
Copy to:
Mark A. Metz
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313)568-6800
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 o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Amount of
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Title of securities
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Amount to be
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offering
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aggregate
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registration
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to be registered
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registered(1)
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price per share(2)
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offering price(2)
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fee
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Common Stock, no par value
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1,000,000
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$8.60
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$8,600,000
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$998.46
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This Registration Statement covers 1,000,000 shares, which includes options, restricted
stock and other rights to acquire common stock, under the Rockwell Medical Technologies, Inc.
Amended and Restated 2007 Long-Term Incentive Plan, and, pursuant to Rule 416(a), an indeterminate
number of additional shares which may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions. |
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This calculation is made solely for the purpose of determining the amount of the registration
fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based on the
average of the high and low prices for the Common Stock on August 22, 2011, as reported by the
Nasdaq Stock Market. |
TABLE OF CONTENTS
In accordance with general instruction E to Form S-8, Rockwell Medical Technologies, Inc.
(the “Company”) hereby incorporates by reference the contents of its Registration Statement on Form S-8 (No. 333-146817) filed October 19, 2007.
The following exhibits are filed with this Registration Statement or were previously filed and
incorporated herein by reference to the filing indicated. Exhibits not required for this
Registration Statement have been omitted. Our Commission file number is 000-23661.
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| Exhibit |
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Description |
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10.41 |
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Rockwell Medical Technologies, Inc. Amended and Restated 2007 Long Term Incentive Plan
(incorporated by reference to Appendix A of the Company’s Proxy Statement for the 2011 Annual
Meeting of Shareholders filed on April 15, 2011). |
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5.1 |
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Opinion of Dykema Gossett PLLC. |
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23.1 |
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Consent of Plante & Moran, PLLC. |
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23.2 |
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Consent of Dykema Gossett PLLC (contained in Exhibit 5.1). |
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24.1 |
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Power of Attorney (contained on signature page). |
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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 the City of Wixom, State of Michigan on August 29, 2011.
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ROCKWELL MEDICAL TECHNOLOGIES, INC.
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By: |
/s/ Robert L. Chioini
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Robert L. Chioini |
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Chairman, President and Chief Executive Officer |
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POWER OF ATTORNEY
We, the undersigned directors and officers of Rockwell Medical Technologies, Inc., do hereby
constitute and appoint Robert L. Chioini and Thomas E. Klema, or any of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments for us and in our names
in the capacities indicated below, which said attorneys and agents, or any of them, may deem
necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any
rules, regulations and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but without limitation, power and authority to
sign for us or any of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and registration statements filed pursuant to Rule 462
under the Securities Act of 1933, and we do hereby ratify and confirm all that said attorneys and
agents, or any of them, shall 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 indicated on August 29, 2011.
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| Signature |
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Title |
| /s/ ROBERT L. CHIOINI
Robert L. Chioini |
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Chairman, President and Chief Executive Officer
(principal executive officer) |
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| /s/ THOMAS E. KLEMA
Thomas E. Klema |
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Vice President of Finance, Chief Financial
Officer, Treasurer and Secretary
(principal
financial officer and principal accounting officer) |
| /s/ KENNETH L. HOLT
Kenneth L. Holt |
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Director |
| /s/ RONALD D. BOYD
Ronald D. Boyd |
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Director |
| /s/ PATRICK J. BAGLEY
Patrick J. Bagley |
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Director |
EXHIBIT INDEX
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| Exhibit |
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Description of Exhibit |
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5.1 |
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Opinion of Dykema Gossett PLLC. |
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23.1 |
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Consent of Plante & Moran, PLLC. |
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23.2 |
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Consent of Dykema Gossett PLLC (contained in Exhibit 5.1). |
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24.1 |
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Power of Attorney (contained on signature page). |