As filed with the Securities and Exchange Commission on May 27, 2005
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CRDENTIA CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0585701
------------------------------- -------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
14114 Dallas Parkway, Suite 600
Dallas, Texas 75254
(972) 850-0780
(Address of Principal Executive Offices)
---------------------------
2004 Stock Incentive Plan
Option and Restricted Stock Grants to and Purchase Rights of James D. Durham
Pursuant to Written Compensation Agreements
Option and Restricted Stock Grants to Pamela G. Atherton
Pursuant to Written Compensation Agreements
Option Grants to Thomas F. Herman Pursuant to Written Compensation Agreements
Option Grants to C. Fred Toney Pursuant to Written Compensation Agreements
Restricted Stock Grants to James J. TerBeest Pursuant to
Written Compensation Agreements
Restricted Stock Grants to Vicki L. Smith Pursuant to
Written Compensation Agreements
(Full title of the Plan(s))
---------------------------
James D. Durham
Chief Executive Officer
Crdentia Corp.
14114 Dallas Parkway, Suite 600
Dallas, Texas 75254
(972) 850-0780
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copy to:
Steven G. Rowles, Esq.
Morrison & Foerster LLP
3811 Valley Centre Drive, Suite 500
San Diego, California 92130
(858) 720-5100
---------------------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed maximum Proposed maximum Amount of
Amount to offering price aggregate offering registration
Title of Securities to be Registered be registered (1) per share price fee
-----------------------------------------------------------------------------------------------------------------------------
2004 Stock Incentive Plan
Common Stock, par value $0.0001 per share 1,456,324(2) (3) $ 2,856,697 $ 337
-----------------------------------------------------------------------------------------------------------------------------
Option Grants to James D. Durham
Common Stock, par value $0.0001 per share 5,689,092 (4) $ 5,743,609 $ 677
-----------------------------------------------------------------------------------------------------------------------------
Option Grants to Pamela G. Atherton
Common Stock, par value $0.0001 per share 1,322,742 (5) $ 2,930,164 $ 345
-----------------------------------------------------------------------------------------------------------------------------
Restricted Stock Grant to James J. TerBeest
Common Stock, par value $0.0001 per share 500,000 (6) $ 925,000 $ 109
-----------------------------------------------------------------------------------------------------------------------------
Restricted Stock Grant to Vicki L. Smith
Common Stock, par value $0.0001 per share 300,000 (7) $ 555,000 $ 66
-----------------------------------------------------------------------------------------------------------------------------
Option Grant to Thomas F. Herman
Common Stock, par value $0.0001 per share 33,333 $2.88(8) $ 96,000 $ 12
-----------------------------------------------------------------------------------------------------------------------------
Option Grant to C. Fred Toney 33,333 $2.88(8) $ 96,000 $ 12
Common Stock, par value $0.0001 per share
=============================================================================================================================
Total 9,334,824 $ 13,202,470 $ 1,558
=============================================================================================================================
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of the Registrant's common stock, par value $0.0001 per
share ("Common Stock") that may be offered or issued in connection with
any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases the
number of outstanding shares of Common Stock.
(2) Represents (a) 49,999 shares of Common Stock reserved for issuance upon
the exercise of outstanding options granted under the 2004 Stock Incentive
Plan; and (b) 1,406,325 shares of Common Stock available for future grants
under the 2004 Stock Incentive Plan.
(3) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee and is determined according to the
following information: (a) with respect to 49,999 shares of Common Stock
reserved for issuance upon the exercise of outstanding options granted
under the 2004 Stock Incentive Plan, the Proposed Maximum Offering Price
is $5.10 per share, which is the weighted average exercise price of the
options granted; and (b) with respect to 1,406,325 shares of Common Stock
available for future grants under the 2004 Stock Incentive Plan, the
Proposed Maximum Offering Price is $1.85 per share, which is based upon
the average of the high and low selling prices of the Common Stock on May
25, 2005, as reported on the Over-the-Counter Bulletin Board (the
"OTCBB").
(4) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee and is determined according to the
following information: (a) with respect to 922,426 shares of Common Stock
reserved for issuance upon the exercise of outstanding purchase rights
granted to Mr. Durham, the Proposed Maximum Offering Price is $0.0003 per
share; (b) with respect to 2,333,333 shares of Common Stock reserved for
issuance upon the exercise of outstanding options issued to Mr. Durham,
the Proposed Maximum Offering Price is $0.30 per share; (c) with respect
to 433,333 shares of Common Stock reserved for issuance upon the exercise
of outstanding options issued to Mr. Durham, the Proposed Maximum Offering
Price is $3.10 per share, and (d) with respect to 2,000,000 shares of
Common Stock to be issued to Mr. Durham on the day immediately following
the effective date of this Registration Statement, the Proposed Maximum
Offering Price is $1.85 per share, which is based upon the average of the
high and low selling prices of the Common Stock on May 25, 2005, as
reported on the OTCBB.
(5) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee and is determined according to the
following information: (a) with respect to 206,075 shares of Common Stock
reserved for issuance upon the exercise of outstanding options issued to
Ms. Atherton, the Proposed Maximum Offering Price is $2.88 per share; (b)
with respect to 216,667 shares of Common Stock reserved for issuance upon
the exercise of outstanding options issued to Ms. Atherton, the Proposed
Maximum Offering Price is $3.10 per share; and (c) with respect to 900,000
shares of Common Stock to be issued to Ms. Atherton on the day immediately
following the effective date of this Registration Statement, for which the
Proposed Maximum Offering Price is $1.85 per share, which is based upon
the average of the high and low selling prices of the Common Stock on May
25, 2005, as reported on the OTCBB.
(6) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee with respect to 500,000 shares of Common
Stock to be issued to Mr. TerBeest on the day immediately following the
effective date of this Registration Statement, for which the Proposed
Maximum Offering Price is $1.85 per share, which is based upon the average
of the high and low selling prices of the Common Stock on May 25, 2005, as
reported on the OTCBB.
(7) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee with respect to 300,000 shares of Common
Stock to be issued to Ms. Smith on the day immediately following the
effective date of this Registration Statement, for which the Proposed
Maximum Offering Price is $1.85 per share, which is based upon the average
of the high and low selling prices of the Common Stock on May 25, 2005, as
reported on the OTCBB.
(8) This estimate is made pursuant to Rule 457(h) solely for purposes of
calculating the registration fee with respect to 33,333 shares of Common
Stock reserved for issuance upon the exercise of outstanding options
issued to each of Mr. Herman and Mr. Toney, for which the Proposed Maximum
Offering Price is $2.88 per share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "SEC") by Crdentia Corp. (the "Company") are incorporated by reference in
this Registration Statement:
(1) The Company's latest annual report on Form 10-KSB filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 2004 as filed with the SEC on March 31,
2005.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed under Section 12(g) of the
Exchange Act on August 3, 2001, including any subsequent amendment or report
filed for the purpose of amending such description.
All documents filed by the Company pursuant to Sections 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 have been sold or which de-registers all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are 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 of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law provides that a Delaware
corporation may indemnify any person against expenses, judgments, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was a director, officer,
employee or agent of such corporation, provided that (i) he acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and (ii) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. If
the action or suit is by or in the name of the corporation, the corporation may
indemnify such person against expenses actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation for negligence or misconduct in
the performance of his duty to the corporation, unless and only to the extent
that the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
As permitted by Section 102 of the Delaware General Corporation Law, the
Company has adopted provisions in its restated certificate of incorporation and
amended and restated bylaws that limit or eliminate the personal liability of
its directors for a breach of their fiduciary duty of care as a director. The
duty of care generally requires that, when acting on behalf of the Company,
directors exercise an informed business judgment based on all material
information reasonably available to them. Consequently, a director will not be
personally liable to the Company or its stockholders for monetary damages or
breach of fiduciary duty as a director, except for liability for:
o any breach of the director's duty of loyalty to the Company or its
stockholders;
o any act or omission not in good faith or that involves intentional
misconduct or a knowing violation of law;
o any act related to unlawful stock repurchases, redemptions or other
distributions or payment of dividends; or
o any transaction from which the director derived an improper personal
benefit.
These limitations of liability do not affect the availability of equitable
remedies such as injunctive relief or rescission.
As permitted by Section 145 of the Delaware General Corporation Law, the
Company's amended and restated bylaws provide that:
o the Company may indemnify its directors, officers and employees to
the fullest extent permitted by the Delaware General Corporation
Law, subject to limited exceptions;
o the Company may advance expenses to its directors, officers and
employees in connection with a legal proceeding to the fullest
extent permitted by the Delaware General Corporation Law, subject to
limited exceptions; and
o the rights provided in its amended and restated bylaws are not
exclusive.
We have entered into indemnification agreements with each of our directors
and executive officers. These indemnification agreements provide that we hold
harmless and indemnify each such director and executive officer to the fullest
extent authorized or permitted by law. In addition, subject to certain
conditions, these indemnification agreements provide for payment of expenses
(including attorney's fees) actually and reasonably incurred in connection with
any threatened, pending or completed proceeding to which the indemnified
director or executive officer or employee is, was or at any time becomes a
party, or is threatened to be made a party, by reason of the fact that he or she
is, was or at any time becomes a director or executive officer of us, or is or
was serving or at any time serves at the request of us as a director or
executive officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. In addition, we have purchased
policies of directors' and officers' liability insurance, which insure our
directors and executive officers against the cost of defense, settlement or
payment of a judgment in some circumstances.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Numbers Exhibit Description
--------------- -------------------
4.1(1) Restated Certificate of Incorporation.
4.2(2) Certificate of Amendment to Restated Certificate
of Incorporation.
4.3(3) Certificate of Amendment to Restated Certificate
of Incorporation.
4.4(3) Certificate of Correction of Certificate of
Amendment to Restated Certificate of
Incorporation.
4.5(3) Certificate of Correction of Certificate of
Amendment to Restated Certificate of
Incorporation.
4.6(4) Certificate of Amendment to Restated Certificate
of Incorporation.
4.7(1) Restated Bylaws.
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of KBA Group LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Morrison & Foerster LLP (contained in
Exhibit 5.1).
24.1 Power of Attorney (included in the signature page
of this Registration Statement).
99.1 Crdentia Corp. 2004 Stock Incentive Plan.
99.2 Form of Notice of Stock Option Award and Stock
Option Award Agreement (Employees) under the
Crdentia Corp. 2004 Stock Incentive Plan.
99.3(5) Form of Notice of Stock Option Award and Stock
Option Award Agreement (Directors) under the
Crdentia Corp. 2004 Stock Incentive Plan.
99.4 Form of Notice of Stock Option Award and Stock
Option Award Agreement (Senior Officers) under the
Crdentia Corp. 2004 Stock Incentive Plan.
99.5 Form of Notice of Stock Bonus Award and Stock
Bonus Award Agreement under the Crdentia Corp.
2004 Stock Incentive Plan.
99.5(1) Common Stock Purchase Agreement dated May 15, 2002
by and among Lifen, Inc., the individual
stockholders of the Company listed on Schedule A
thereto and James D. Durham and Malahide
Investments.
99.6(6) Notice of Stock Option Award dated December 31,
2003 by and between Crdentia Corp. and James D.
Durham.
99.7(6) Stock Option Plan and Award Agreement dated
December 31, 2003 by and between Crdentia Corp.
and James Durham.
99.8(6) Bonus and Other Agreement dated December 31, 2003
by and between Crdentia Corp. and James D. Durham.
99.9(6) Notice of Stock Option Award and Stock Option
Award Agreement dated August 3, 2004 by and
between Crdentia Corp. and James Durham.
99.10 Form of Notice of Restricted Stock Bonus Award
Agreement and Restricted Stock Bonus Award
Agreement by and between Crdentia Corp. and James
D. Durham.
99.11(8) Notice of Stock Option Award and Stock Option
Award Agreement dated December 22, 2003 by and
between Crdentia Corp. and Pamela G. Atherton.
99.12(7) Notice of Stock Option Award and Stock Option
Award Agreement dated August 3, 2004 by and
between Crdentia Corp. and Pamela G. Atherton.
99.13 Form of Notice of Restricted Stock Bonus Award
Agreement and Restricted Stock Bonus Award
Agreement by and between Crdentia Corp. and Pamela
G. Atherton.
99.14(8) Notice of Stock Option Award and Stock Option
Award Agreement dated December 16, 2003 by and
between Crdentia Corp. and Thomas H. Herman.
99.15 Amendment to Notice of Stock Award and Stock
Option Agreement dated April 8, 2004 by and
between Crdentia Corp. and Thomas H. Herman.
99.16(8) Notice of Stock Option Award and Stock Option
Award Agreement dated December 16, 2003 by and
between Crdentia Corp. and C. Fred Toney.
99.17 Amendment to Notice of Stock Award and Stock
Option Agreement dated April 8, 2004 by and
between Crdentia Corp. and C. Fred Toney.
99.18 Form of Notice of Restricted Stock Bonus Award and
Restricted Stock Bonus Award Agreement by and
between Crdentia Corp. and James J. TerBeest.
99.19 Form of Notice of Restricted Stock Bonus Award and
Restricted Stock Bonus Award Agreement by and
between Crdentia Corp. and Vicki L. Smith.
--------------------------------------------------------------------------------
(1) Previously filed as an exhibit to the Registrant's report on Form 8-K
filed with the Securities and Exchange Commission on August 22, 2002 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's report on Form 10-QSB
filed with the Securities and Exchange Commission on August 12, 2003 and
incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's report on Form 8-K/A
filed with the Securities and Exchange Commission on June 28, 2004 and
incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's report on Form 8 filed
with the Securities and Exchange Commission on January 7, 2005 and
incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's report on Form 10-KSB
filed with the Securities and Exchange Commission on March 31, 2005 and
incorporated herein by reference.
(6) Previously filed as an exhibit to the report on Form 8-K filed with the
Securities and Exchange Commission on January 12, 2004 and incorporated
herein by reference.
(7) Previously filed as an exhibit to the report on Form 10-QSB filed with the
Securities and Exchange Commission on November 15, 2004 and incorporated
herein by reference.
(8) Previously filed as an exhibit to the report on Form 10-KSB filed with the
Securities and Exchange Commission on March 30, 2004 and incorporated
herein by reference.
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;
(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. 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 SEC 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 this Registration Statement or
any material change to such information in this Registration Statement.
provided, however, that the undertakings set forth in paragraphs (a)(l)(i) and
(a)(l)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in 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
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 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 the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Dallas, State of Texas, on this 27th day of May, 2005.
CRDENTIA CORP.
By: /s/ James D. Durham
-------------------------------------
James D. Durham
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, James D. Durham
and James J. TerBeest his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ James D. Durham Chief Executive Officer
-------------------------------- (Principal Executive Officer) May 27, 2005
James D. Durham
/s/ James J. TerBeest Chief Financial Officer
-------------------------------- (Principal Financial and Accounting Officer) May 27, 2005
James J. TerBeest
/s/ Joseph M. DeLuca Director May 27, 2005
--------------------------------
Joseph M. DeLuca
/s/ Thomas F. Herman Director May 27, 2005
--------------------------------
Thomas F. Herman
/s/ Robert J. Kenneth Director May 27, 2005
--------------------------------
Robert J. Kenneth
/s/ Robert P. Oliver Director May 27, 2005
--------------------------------
Robert P. Oliver
/s/ C. Fred Toney Director May 27, 2005
--------------------------------
C. Fred Toney
EXHIBIT INDEX
Exhibit Numbers Exhibit Description
--------------- -------------------
4.1(1) Restated Certificate of Incorporation.
4.2(2) Certificate of Amendment to Restated Certificate
of Incorporation.
4.3(3) Certificate of Amendment to Restated Certificate
of Incorporation.
4.4(3) Certificate of Correction of Certificate of
Amendment to Restated Certificate of
Incorporation.
4.5(3) Certificate of Correction of Certificate of
Amendment to Restated Certificate of
Incorporation.
4.6(4) Certificate of Amendment to Restated Certificate
of Incorporation.
4.7(1) Restated Bylaws.
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of KBA Group LLP.
23.2 Consent of BDO Seidman, LLP.
23.3 Consent of Morrison & Foerster LLP (contained in
Exhibit 5.1).
24.1 Power of Attorney (included in the signature page
of this Registration Statement).
99.1 Crdentia Corp. 2004 Stock Incentive Plan.
99.2 Form of Notice of Stock Option Award and Stock
Option Award Agreement (Employees) under the
Crdentia Corp. 2004 Stock Incentive Plan.
99.3(5) Form of Notice of Stock Option Award and Stock
Option Award Agreement (Directors) under the
Crdentia Corp. 2004 Stock Incentive Plan.
99.4 Form of Notice of Stock Option Award and Stock
Option Award Agreement (Senior Officers) under the
Crdentia Corp. 2004 Stock Incentive Plan.
99.5 Form of Notice of Stock Bonus Award and Stock
Bonus Award Agreement under the Crdentia Corp.
2004 Stock Incentive Plan.
99.5(1) Common Stock Purchase Agreement dated May 15, 2002
by and among Lifen, Inc., the individual
stockholders of the Company listed on Schedule A
thereto and James D. Durham and Malahide
Investments.
99.6(6) Notice of Stock Option Award dated December 31,
2003 by and between Crdentia Corp. and James D.
Durham.
99.7(6) Stock Option Plan and Award Agreement dated
December 31, 2003 by and between Crdentia Corp.
and James Durham.
99.8(6) Bonus and Other Agreement dated December 31, 2003
by and between Crdentia Corp. and James D. Durham.
99.9(6) Notice of Stock Option Award and Stock Option
Award Agreement dated August 3, 2004 by and
between Crdentia Corp. and James Durham.
99.10 Form of Notice of Restricted Stock Bonus Award
Agreement and Restricted Stock Bonus Award
Agreement by and between Crdentia Corp. and James
D. Durham.
99.11(8) Notice of Stock Option Award and Stock Option
Award Agreement dated December 22, 2003 by and
between Crdentia Corp. and Pamela G. Atherton.
99.12(7) Notice of Stock Option Award and Stock Option
Award Agreement dated August 3, 2004 by and
between Crdentia Corp. and Pamela G. Atherton.
99.13 Form of Notice of Restricted Stock Bonus Award
Agreement and Restricted Stock Bonus Award
Agreement by and between Crdentia Corp. and Pamela
G. Atherton.
99.14(8) Notice of Stock Option Award and Stock Option
Award Agreement dated December 16, 2003 by and
between Crdentia Corp. and Thomas H. Herman.
99.15 Amendment to Notice of Stock Award and Stock
Option Agreement dated April 8, 2004 by and
between Crdentia Corp. and Thomas H. Herman.
99.16(8) Notice of Stock Option Award and Stock Option
Award Agreement dated December 16, 2003 by and
between Crdentia Corp. and C. Fred Toney.
99.17 Amendment to Notice of Stock Award and Stock
Option Agreement dated April 8, 2004 by and
between Crdentia Corp. and C. Fred Toney.
99.18 Form of Notice of Restricted Stock Bonus Award and
Restricted Stock Bonus Award Agreement by and
between Crdentia Corp. and James J. TerBeest.
99.19 Form of Notice of Restricted Stock Bonus Award and
Restricted Stock Bonus Award Agreement by and
between Crdentia Corp. and Vicki L. Smith.
--------------------------------------------------------------------------------
(1) Previously filed as an exhibit to the Registrant's report on Form 8-K
filed with the Securities and Exchange Commission on August 22, 2002 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's report on Form 10-QSB
filed with the Securities and Exchange Commission on August 12, 2003 and
incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's report on Form 8-K/A
filed with the Securities and Exchange Commission on June 28, 2004 and
incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's report on Form 8 filed
with the Securities and Exchange Commission on January 7, 2005 and
incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's report on Form 10-KSB
filed with the Securities and Exchange Commission on March 31, 2005 and
incorporated herein by reference.
(6) Previously filed as an exhibit to the report on Form 8-K filed with the
Securities and Exchange Commission on January 12, 2004 and incorporated
herein by reference.
(7) Previously filed as an exhibit to the report on Form 10-QSB filed with the
Securities and Exchange Commission on November 15, 2004 and incorporated
herein by reference.
(8) Previously filed as an exhibit to the report on Form 10-KSB filed with the
Securities and Exchange Commission on March 30, 2004 and incorporated
herein by reference.