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As filed with the Securities and Exchange Commission on October 4, 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
CryoPort, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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88-0313393 |
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(State or other jurisdiction of
of incorporation or organization)
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(IRS Employer
Identification No.) |
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20382 Barents Sea Circle |
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Lake Forest, California
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92630 |
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(Address of principal executive offices)
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(Zip Code) |
2011 Stock Incentive Plan (2011 Plan)
(Full title of the plan)
Larry G. Stambaugh
Chief Executive Officer
20382 Barents Sea Circle
Lake Forest, California 92630
(949) 470-2300
(Name, address and telephone number, including area code, of agent for service)
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
(check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company þ |
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Title of securities to be |
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Amount to be |
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offering price per |
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aggregate offering |
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Amount of |
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Registered |
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registered (1) |
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share |
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price |
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registration fee |
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Common Stock, $0.001 par value per share |
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2,300,000 shares(2) |
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$1.06(3) |
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$2,438,000 |
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$279.40 |
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(1) |
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Pursuant to Rule 416(a) of the Securities Act of 1933, as
amended (the Securities Act), there are also being
registered additional shares of common stock that may
become available for purchase in accordance with the
provisions of the 2011 Plan to prevent dilution in the
event of any future change in the outstanding shares of
common stock as a result of a recapitalization, stock
dividends, stock splits or similar adjustments. |
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Represents shares of common stock reserved for issuance
upon the exercise of stock options and grant of stock
awards that may be granted under the 2011 Plan. |
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(3) |
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Estimated solely for purposes of calculating the
registration fee pursuant to Rules 457(c) and 457(h) based
upon the last sales price of the Companys common stock as
reported on the OTCQB on September 28, 2011. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Form S-8 will be
delivered to each employee who is eligible to participate in the CryoPort, Inc. 2011 Stock
Incentive Plan (the 2011 Plan) in accordance with Rule 428(b)(1) under the Securities Act of
1933, as amended (the Securities Act). These documents are not being 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 under the Securities Act. These
documents and the documents incorporated by reference into 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by CryoPort, Inc. (the Company) with the Securities and
Exchange Commission (the SEC) are incorporated by reference into this Registration Statement and
are deemed to be a part hereof from the date of filing:
(a) The Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2011, as
filed with the SEC on June 27, 2011.
(b) The Companys Definitive Proxy Statement with respect to the 2011 Annual Meeting of
Stockholders held on September 22, 2011, as filed with the SEC on August 15, 2011.
(c) The Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as filed
with the SEC on August 15, 2011.
(d) The Companys Current Reports on Form 8-K filed with the SEC on June 28, 2011, September
23, 2011 and September 27, 2011.
(e) The description of the Companys Common Stock, $0.001 par value (the Common Stock), is
contained in the Companys Registration Statement on Form 10-SB filed with the SEC on October 20,
2005, including any amendments or reports filed for the purpose of updating such information.
In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Act), after the date of this
Registration Statement and prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that 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. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document that is incorporated by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Nothing in this registration statement shall be deemed to incorporate information furnished
but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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Item 6. Indemnification of Directors and Officers.
Under the Nevada General Corporation Law and our Amended and Restated Articles of
Incorporation, as amended, our directors will have no personal liability to the Company or its
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 (a) 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 stockholders 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 directors duty to the corporation or its
stockholders in circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a directors duties, of a risk of serious injury to the corporation
or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention
that amounts to an abdication of the directors duty to the corporation or its stockholders, 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 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 SEC 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.
We have in place a directors and officers liability insurance policy that, subject to the
terms and conditions of the policy, insures our directors and officers against losses arising from
any wrongful act (as defined by the policy) in his or her capacity as a director or officer. The
policy reimburses us for amounts for which we lawfully indemnify or are required or permitted by
law to indemnify our directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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Item 9. Undertakings.
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a. |
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The undersigned registrant hereby undertakes: |
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(1) |
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To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement: |
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(i) |
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
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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 the 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. |
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(iii) |
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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 Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the registration statement is on Form S-8, and 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 Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
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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. |
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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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The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, 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 an employee
benefit 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. |
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Insofar as indemnification for liabilities arising under
the Securities Act 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 pubic
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 Securities Act 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 on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake Forest, State of California, on October 4, 2011.
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CRYOPORT, INC. |
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By:
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/s/ Larry G. Stambaugh
Larry G. Stambaugh,
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints, Larry G. Stambaugh and Robert S. Stefanovich, and each of them, as his or
her attorney-in-fact, each with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement (including post-effective
amendments), and any and all Registration Statements filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, in connection with or related to the Offering contemplated by
this Registration Statement and its amendments, if any, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said attorney to any and all
amendments to said Registration Statement.
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/ Larry G. Stambaugh
Larry G. Stambaugh
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Director and Chief
Executive
Officer
(Principal
Executive Officer)
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October 4, 2011 |
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/s/ Robert S. Stefanovich
Robert S. Stefanovich
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Chief Financial
Officer
(Principal
Financial and Accounting
Officer)
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October 4, 2011 |
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/s/ Carlton M. Johnson, Jr. |
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Carlton M. Johnson, Jr.
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Director
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October 4, 2011 |
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/s/ Adam M. Michelin |
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Adam M. Michelin
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Director
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October 4, 2011 |
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/s/ Karen M. Muller |
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Karen M. Muller
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Director
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October 4, 2011 |
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit |
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10.36 |
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2011 Stock Incentive Plan (Incorporated by reference to
Registrants Definitive Proxy Statement with respect to the
2011 Annual Meeting of Stockholders held on September 22,
2011, as filed with the SEC on August 15, 2011. |
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10.37 |
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Form of Stock Option Award Agreement (Incorporated by
reference to Exhibit 10.37 to Registrants Current Report
on Form 8-K filed with the SEC on September 27, 2011). |
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10.38 |
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Form of Non-Qualified Stock Option Award Agreement
(Incorporated by reference to Exhibit 10.38 to Registrants
Current Report on Form 8-K filed with the SEC on September
27, 2011). |
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5.1 |
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Opinion of Counsel * |
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23.1 |
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Consent of Independent Registered Public Accounting Firm * |
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23.2 |
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Consent of Counsel (included in Exhibit 5.1) |
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24.1 |
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Power of Attorney (on signature page) * |
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