As filed with the Securities and Exchange Commission on April 14, 2010

Registration No.________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

VYCOR MEDICAL, INC.

 (Exact Name of registrant as specified in its charter)

 

Delaware

20-3369218

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

80 Orville Drive

Suite 100

Bohemia, New York 11716

 (Address of principal executive offices) (Zip Code)

 

Registrant’s telephone Number: (631) 244-1435

 

2010 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

(Full title of Plan)

 

Kenneth T. Coviello

80 Orville Drive

Suite 100

Bohemia, New York 11716

  (631) 244-1435

(Name, address and telephone number of agent for service)

 

Wi t h a copy to:

Gregory Sichenzia, Esq.

Peter Dichiara, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

 

Large accelerated filer  o

 

Accelerated filer  o

 

Non-accelerated filer  o

 

Smaller reporting company  x

 

 

 

 

( Do not check if a smaller reporting company)

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered

 

Amount to be Registered (1)

 

 

Proposed Maximum Offering Price Per Share (2)

 

 

Proposed Maximum Aggregate Offering Price (2)

 

 

Amount of Registration Fee

 

Common Stock, par value $0.0001 per share (3)

 

 

934,986

 

 

$

0.04

 

 

$

37,399.44

 

 

$

2.67

 

 

(1)           Pursuant to Rule 416(a) of the Securities Act of 1993, as amended, this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable under the 2010 Professional/Consultant Stock Compensation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of common stock.

 

(2)           Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, using the average of the high and low price of the common stock of Vycor Medical, Inc. as reported on The Over-The-Counter Bulletin Board on April 12, 2010 of $0.04 per share.

 

(3)           Represents shares of Common Stock of Vycor Medical, Inc. to be registered under the 2010 Professional/Consultant Stock Compensation Plan.

 

 

PART I

 

Item 1. Plan Information.

 

The documents containing the information specified in Item 1 will be sent or given to participants in the 2010 Professional/Consultant Stock Compensation Plan (the “Plan”) as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not 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 of the Securities Act. These documents and the documents incorporated by reference in 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.

 

Item 2. Registrant Information and Employee Plan Annual Information.

 

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

 

Kenneth T. Coviello

80 Orville Drive, Suite 100

Bohemia, New York 11716

 

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 documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered 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:

 

 

•

Reference is made to the Registrant's annual report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on March 31, 2010, which is hereby incorporated by reference.

 

Item 4. Description of Securities.

 

Not Applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Certain legal matters in connection with this registration statement will be passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, New York, New York (“SRFF”). SRFF owns 285,000 shares of the Company’s common stock, and will receive 934,986 shares of common stock issuable pursuant to the Plan.

 

 

Item 6. Indemnification of Directors and Officers.

 

The Company’s directors and officers are indemnified to the fullest extent permitted by the Delaware General Corporation Law and the Company’s Bylaws. These provisions state that the Company’s directors or officers may cause the Company to indemnify a director, a former director, an officer, or former officer, against all liability and losses suffered and expenses (including attorneys’ fees) reasonably incurred by such persons only if the commencement of the proceeding relating to such liabilities and losses (or part thereof) was authorized in the specific case of the board of directors.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, the Company 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.

 

Item 7. Exemption from Registration Claimed.

 

Not Applicable.

 

Item 8. Exhibits.

 

EXHIBIT

NUMBER

EXHIBIT

 

 

5.1  

Legality Opinion of Sichenzia Ross Friedman Ference LLP

 

 

10.1

2010 Professional/Consultant Stock Compensation Plan

 

 

23.1

Consent of Sichenzia Ross Friedman Ference LLP is included in Exhibit 5.1

 

 

23.2

Consent of Paritz & Company, P.A.

 

 

24.1

Powers of Attorney (included on signature page)

 

Item 9. Undertakings.

 

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 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;

 

(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 paragraphs (1)(i), and (1)(ii) do not apply if the Registration Statement is on Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference 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 fide 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 termination of the offering.

 

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(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 fide offering thereof.

 

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(A) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),  (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(6) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

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 Securities and Exchange 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 Act and will be governed by the final adjudication of such issue.

 

 

 

 

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 Bohemia, State of New York, on April 14, 2010.

 

 

VYCOR MEDICAL, INC.

 

 

 

 

 

 

By:

 /s/ Heather N. Vinas

 

 

 

Name: Heather N. Vinas

 

 

 

Title:   President, Founder and Director (Principal Executive Officer)

 

 

 

 

 

 

By:

 /s/ Kenneth T. Coviello

 

 

 

Name: Kenneth T. Coviello

 

 

 

Title:   Chief Executive Officer and Director (Principal Financial Officer)

 

 

 

 

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Heather Vinas, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place, and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) and additions 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, and hereby grants to such attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, 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 agents or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons the capacities and on April 14, 2010.

 

Signature

Title

 

 

 

 

/s/ Kenneth T. Coviello

 

Kenneth T. Coviello

 

Chief Executive Officer and Director

/s/ Heather N. Vinas

 

Heather N. Vinas

President and Director

 

 

 

/s/ David Marc Cantor

 

David Marc Cantor

Director

 

 

 

/s/ Adrian Christopher Lidell

 

Adrian Christopher Lidell

Director

 

 

 

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