Ontro Inc – ‘S-8’ on 5/19/99

As of:  Wednesday, 5/19/99   ·   Effective:  5/19/99   ·   Accession #:  1047469-99-21586   ·   File #:  333-78817

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     40K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.4      Instrument Defining the Rights of Security Holders    11     33K 
 3: EX-4.5      Instrument Defining the Rights of Security Holders    14     59K 
 4: EX-5        Opinion re: Legality                                   2      8K 
 5: EX-23.1     Consent of Experts or Counsel                          1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1999.
    REGISTRATION NO.
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

    SECURITIES AND EXCHANGE COMMISSION
   WASHINGTON, DC  20549

        ------------------------

    FORM S-8
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

        ------------------------

   ONTRO, INC.
    (Exact name of Registrant as specified in its charter)

      CALIFORNIA                                    33-0638356
(State or other jurisdiction of                         (I.R.S. Employer    
incorporation or organization)                        Identification No.) 

    13250 GREGG STREET, POWAY, CALIFORNIA  92064
    (619) 486-7200
(Address of Principal Executive Offices)

ONTRO, INC. 1996 STOCK OPTION PLAN      MONACO 1997 OPTION AGREEMENT            
COSTON 1996 AND 1998 OPTION AGREEMENTS  THOROGOOD 1996 OPTION AGREEMENT         
MASON 1996 OPTION AGREEMENT             WRIGHT 1996 OPTION AGREEMENT            
HORSMAN 1996 OPTION AGREEMENT           HANSON 1996 AND 1998 OPTION AGREEMENTS  
PETTERSON 1996 OPTION AGREEMENT         POTOMAC 1996 OPTION AGREEMENT           
FISHER 1996 OPTION AGREEMENT            HULL 1997 OPTION AGREEMENT              
FITZPATRICK 1997 OPTION AGREEMENT       JOHNSON 1997 OPTION AGREEMENT           
MAURIELLO 1997 OPTION AGREEMENT         LA BARBERA 1997 OPTION AGREEMENT        
CANNON 1997 OPTION AGREEMENT            MOUL 1998 OPTION AGREEMENTS             
SCHWEGMAN 1997 OPTION AGREEMENT         TAYLOR 1998 OPTION AGREEMENTS           
NEWHALL 1997 OPTION AGREEMENT                                                   

         CT CORPORATION SYSTEM
    818 WEST SEVENTH STREET, LOS ANGELES, CA 90017, (213) 627-8252
   (Name, address and telephone number of agent for service)

        ------------------------

      COPIES TO:
   FISHER THURBER, LLP
DAVID A. FISHER 
      TIMOTHY J. FITZPATRICK
                 4225 Executive Square, Suite 1600
        La Jolla, CA  92037-1483
   Tel. (619) 535-9400
  Fax (619) 535-1616

        ------------------------

     CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM            PROPOSED MAXIMUM              AMOUNT OF   
      TITLE OF SECURITIES             AMOUNT TO BE         OFFERING PRICE PER          AGGREGATE OFFERING           REGISTRATION  
        TO BE REGISTERED             REGISTERED (1)            SHARE (2)                      PRICE                      FEE      
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
 Common Stock, no par value(3)        1,548,065 shares            $ 2.75                     $ 4,257,179              $ 1,183     
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------

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(1)  This Registration Statement shall also cover any additional shares of      
    Common Stock which become issuable under the Ontro, Inc. 1996 Stock Option
Plan or the various option agreements described above by reason of any
    stock dividend, stock split, recapitalization or other similar transaction
    effected without the receipt of consideration which results in an increase
in the number of the Company's outstanding shares of Common Stock.    

(2)  Estimated solely for the purpose of computing the amount of the            
registration fee under Rule 457(h) of the Securities Act of 1933, as  
   amended, based on the average of the high and low prices of the Company's
Common Stock as reported on the Nasdaq Stock Market on May 18, 1999.  

(3)  Consists of:                                                               
   545,400 shares to be issued under the Ontro, Inc. 1996 Stock Option Plan;
  70,000 shares to be issued under the Coston 1996 and 1998 Stock Option
Agreements;                                           
   20,000 shares to be issued under the Mason 1996 Stock Option Agreement;
     20,000 shares to be issued under the Horsman 1996 Stock Option Agreement;
20,000 shares to be issued under the Petterson 1996 Stock Option    
Agreement;                                            
    30,000 shares to be issued under the Fisher 1997 Stock Option Agreement;
10,000 shares to be issued under the Fitzpatrick 1997 Stock Option  
Agreement;                                            
5,000 shares to be issued under the Mauriello 1997 Stock Option   
Agreement;                                            
     1,500 shares to be issued under the Cannon 1997 Stock Option Agreement;
1,500 shares to be issued under the Schwegman 1997 Stock Option   
Agreement;                                            
      1,000 shares to be issued under the Newhall 1997 Stock Option Agreement;
     1,000 shares to be issued under the Monaco 1997 Stock Option Agreement;
250,930 shares to be issued under the Thorogood 1996 Stock Option     
Agreement;                                            
    34,335 shares to be issued under the Wright 1996 Stock Option Agreement;
 298,000 shares to be issued under the Hanson 1996 and 1998 Stock Option
Agreements;                                           
     54,400 shares to be issued under the Potomac 1996 Stock Option Agreement;
  20,000 shares to be issued under the Hull 1997 Stock Option Agreement;
      5,000 shares to be issued under the Johnson 1997 Stock Option Agreement;
20,000 shares to be issued under the La Barbera 1997 Stock Option   
Agreement;                                            
   70,000 shares to be issued under the Moul 1998 Stock Option Agreements;
and                                                   
     70,000 shares to be issued under the Taylor 1998 Stock Option Agreements.

ii  

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   PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE                               

The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:         

 (a)  The Registrant's Registration Statement on Form SB-2 dated May 11,
1998.                                                       

(b)  The Registrant's Annual Report on Form 10-KSB for the year ended 
December 31, 1998.                                          

   All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this 
Registration Statement and prior to the filing of a post-effective amendment    
which indicates that all securities offered hereby have been sold or which      
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 or deemed to be    
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes hereof to the extent that a statement contained in any other       
subsequently filed document which also is or is deemed to be incorporated by    
reference herein modifies or supersedes such statement.  Any such statement so  
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this registration statement.                              

ITEM 4.   DESCRIPTION OF SECURITIES                                             

Not applicable.                                                       

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL                                

 Certain legal matters in connection with the issuance of the securities
offered hereby have been passed upon for the Company by Fisher Thurber LLP, La  
Jolla, California 92037.  Partners, associates and employees of Fisher Thurber  
own options to purchase an aggregate of 50,000 shares of Common Stock           
exercisable at $2.50 per share, all of which were acquired for services         
rendered.                                                                       

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

  The statutes, charter provisions, Bylaws, Indemnification Agreements, or
other arrangements under which any controlling person, director or officer of   
the Registrant is insured or indemnified in any manner against any liability    
which he may incur in his capacity as such, are as follows:                     

  The Company has adopted provisions in its Articles that eliminate to the
fullest extent permissible under California  law the liability of its directors 
to the Company for monetary damages.  Such limitation of liability does not     
affect the availability of equitable remedies such as injunctive relief or      
rescission.                                                                     

    The Company's Articles and Bylaws provide that the Company shall indemnify
its directors and officers to the fullest extent permitted under California law,
and the forms of indemnification include indemnification in circumstances in    
which indemnification is otherwise discretionary under California law.  The     
Company has entered into indemnification agreements with its officers and       
directors containing provisions that may require the Company, among other       
things, to indemnify the officers and directors against certain liabilities that
may arise by reason of their status or service as directors or officers (other  
than liabilities arising from intentional or knowing and culpable violations of 
law)                                                                            

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and to advance their expenses incurred as a result of any proceeding against    
them as to which they could be indemnified.  The Company has obtained an        
insurance policy covering officers and directors for claims made that such      
officers or directors may otherwise be required to pay or for which the         
Company is required to indemnify them, subject to certain exclusions.           
Insofar as indemnification for liabilities arising under the Securities Act     
may be permitted to directors of the Company pursuant to the foregoing          
provision, or otherwise, the Company has been advised that in the opinion of    
the Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Securities Act and is, therefore, unenforceable.     

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED                                   

Not applicable.                                                       

ITEM 8.   EXHIBITS                                                              

                                                                [Download Table]

Exhibit                                                                         
Number    Exhibits                                                              
_______   _______                                                               
                                                                                
4.1       Ontro 1996 Stock Option Plan.(1)                                      

4.2       Form of Incentive Stock Option Agreement under Ontro 1996 Stock Option
          Plan.(2)                                                              

4.3       Form of Nonqualified Stock Option Agreement under Ontro 1996 Stock    
          Option Plan.(3)                                                       

4.4       Form of Stock Option Agreement between the registrant and Robert F.   
          Coston, James W. Mason, Robert B. Horsman, Tor Petterson, David A.    
          Fisher, Timothy J. Fitzpatrick, Nancy L. Mauriello, Merrill R. Cannon,
          Angela M. Schwegman, Rachel A. Newhall, Nancy L. Monaco, D. Scott     
          Thorogood, Clifford Wright, C. Rowland Hanson, L. Lawrence Potomac,   
          Fred Hull, Suzanne Johnson and Sal La Barbera.(4)                     

4.5       Form of Stock Option Agreement between the registrant and Robert F.   
          Coston, Douglas W. Moul, Carroll E. Taylor and C. Rowland Hanson.(4)  

5         Opinion and Consent of Fisher Thurber LLP.(4)                         

23.1      Consent of KPMG LLP dated May 17, 1999.(4)                            

23.2      Consent of Fisher Thurber LLP (contained in Exhibit 5).               

24        Power of Attorney.  Reference is made to the signature page of this   
          Registration Statement.                                               

____________________                                                            

(1)  Incorporated by reference to Exhibit 10.17 to Registrant's Form SB-2 which 
became effective on May 11, 1998.                                     
(2)  Incorporated by reference to Exhibit 10.18 to Registrant's Form SB-2 which 
became effective on May 11, 1998.                                     
(3)  Incorporated by reference to Exhibit 10.19 to Registrant's Form SB-2 which 
became effective on May 11, 1998.                                     
(4)  Filed herewith.                                                            

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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, as amended (the "Securities Act");

            (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of this 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; and                         

           (iii) To include any material information with respect to the
      plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
        Registration Statement; PROVIDED, however, that paragraphs (a)(1)(i)
    and (a)(1)(ii) shall not apply if the information required to be
 included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the Registrant pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934
   (the "Exchange Act") that are incorporated herein by reference;

     (2)  That, for the purpose of determining any liability under the
    Securities Act, 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 Registrant's 1996 Stock Option Plan.               

 (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of a            
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Exchange Act that is incorporated by reference into this 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 in the initial bona fide offering thereof.                         

(c)  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 Commission 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.                                                     

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  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Poway, State of California, on this 19th day of 
May, 1999.                                                                      

Ontro, Inc.                                                                     

By: /s/ James A. Scudder                                                        
------------------------------------------------------------------      
James A. Scudder, President, Chief Executive Officer and Director     

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears    
below constitutes and appoints James A. Scudder, as his true and lawful         
attorney-in-fact and agent, with full power of substitution, 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 to    
file the same, with all exhibits thereto, and other documents in connection     
therewith, with the Securities and Exchange Commission, granting unto said      
attorney-in-fact and agent, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in connection therewith  
as fully to all intents and purposes as he or she might or could do in person,  
hereby ratifying and confirming all that said attorney-in-fact and agent, or    
their 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.                                          

SIGNATURES                                                                      

/s/ James A. Scudder                   /s/ James L. Berntsen      
-------------------------------------    -------------------------------------  
James A. Scudder                         James L. Berntsen                      
President, Chief Executive Officer       Executive Vice President and           
and Director                             Director                               
May 19, 1999                             May 19, 1999                           

/s/ Robert F. Coston                    /s/ Douglas W. Moul         
-------------------------------------    -------------------------------------  
Robert F. Coston                         Douglas W. Moul                        
Director                                 Director                               
May 19, 1999                             May 19, 1999                           

/s/ Carroll E. Taylor                                                 
-------------------------------------                                           
Carroll E. Taylor                                                               
Director                                                                        
May 19, 1999                                                                    

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   INDEX TO EXHIBITS TO FORM S-8

                                                                [Download Table]

EXHIBIT                                                                        
NUMBER         DESCRIPTION                                                     
---------------------------                                                    
                                                                               
4.1            Ontro 1996 Stock Option Plan.(1)                                

4.2            Form of Incentive Stock Option Agreement under Ontro 1996 Stock 
               Option Plan.(2)                                                 

4.3            Form of Nonqualified Stock Option Agreement under Ontro 1996    
               Stock Option Plan.(3)                                           

4.4            Form of Stock Option Agreement between the registrant and Robert
               F. Coston, James W. Mason, Robert B. Horsman, Tor Petterson,    
               David A. Fisher, Timothy J. Fitzpatrick, Nancy L. Mauriello,    
               Merrill R. Cannon, Angela M. Schwegman, Rachel A. Newhall, Nancy
               L. Monaco, D. Scott Thorogood, Clifford Wright, C. Rowland      
               Hanson, L. Lawrence Potomac, Fred Hull, Suzanne Johnson and Sal 
               La Barbera.(4)                                                  

4.5            Form of Stock Option Agreement between the registrant and Robert
               F. Coston, Douglas W. Moul, Carroll E. Taylor and C. Rowland    
               Hanson.(4)                                                      

5              Opinion and Consent of Fisher Thurber LLP.(4)                   

23.1           Consent of KPMG LLP dated May 17, 1999.(4)                      

23.2           Consent of Fisher Thurber LLP (contained in Exhibit 5).         

24             Power of Attorney.  Reference is made to the signature page of  
               this Registration Statement.                                    

____________________                                                            

(1)  Incorporated by reference to Exhibit 10.17 to Registrant's Form SB-2 which 
became effective on May 11, 1998.                                     
(2)  Incorporated by reference to Exhibit 10.18 to Registrant's Form SB-2 which 
became effective on May 11, 1998.                                     
(3)  Incorporated by reference to Exhibit 10.19 to Registrant's Form SB-2 which 
became effective on May 11, 1998.                                     
(4)  Filed herewith.                                                            

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		5/19/99		1		6
		5/18/99		2
		5/17/99		4		7			10QSB
		12/31/98		3					10KSB
		5/11/98		3		7			3
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