-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B0RaQa7o3S1AsJBKLreMssI7CHEnDSh4+gD7q5lLf6UyM/3Ea0jeYlA8rBmSxFBE 6s3trtDls+4HwOioMkchUg== 0001079973-01-000012.txt : 20010131 0001079973-01-000012.hdr.sgml : 20010131 ACCESSION NUMBER: 0001079973-01-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010130 EFFECTIVENESS DATE: 20010130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVATIVE MEDICAL SERVICES CENTRAL INDEX KEY: 0001006028 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330530289 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-54588 FILM NUMBER: 1518764 BUSINESS ADDRESS: STREET 1: 1725 GILLESPIE WAY STREET 2: STE H CITY: EL CAJON STATE: CA ZIP: 92020 BUSINESS PHONE: 6195968600 MAIL ADDRESS: STREET 1: 1725 GILLESPIE WAY STREET 2: SUITE H CITY: EL CAJON STATE: CA ZIP: 92020 S-8 1 0001.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATIVE MEDICAL SERVICES ---------------------------------------------------- (Exact name of Registrant as specified in its charter) CALIFORNIA 33-0530289 ------------------------ ------------------------ (State of Incorporation) (I.R.S. Employer ID No.) 1725 Gillespie Way El Cajon CA 92020 ---------------------------- (Address of Principal Offices) THE INNOVATIVE MEDICAL SERVICES 2001 Directors and Officers Stock Option Plan -------------------------------- (Full Title of the Plan) Donna Singer INNOVATIVE MEDICAL SERVICES 1725 Gillespie Way, El Cajon CA 92020 -------------------------------------- (Name and address of Agent for Service) (619)596-8600 (Telephone number, including area code of Agent for Service) CALCULATION OF REGISTRATION FEE Title of Amount of Max. Off. Maximum Amount of Securities Securities Price Aggregate Reg. Registered Registered Per Share Offrg. Price Fee - - --------------------------------------------------------------------------- Common Stock(1) 1,000,000 $3.875(2) $3,875,000 $968.75 (1) Issuable pursuant to Plan options. (2) Estimated Price in accordance with Rule 457(h)and based upon the last reported sale on the NASDAQ SmallCap Market on January 26, 2001 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. The documents containing the information related to the Innovative Medical Services 2001 Directors and Officers Stock Option Plan which is not being filed as part of this Registration Statement (the "Registration Statement") and documents incorporated by reference in response to Item 3 of Part II of this Registration Statement, which taken together constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933 (the "Securities Act") will be sent or given to the participant by the Registrant as specified by Rule 428(b)(1) of the Securities Act. Item 2. Registrant Information and Employee Plan Annual Information. As required by this Item, the Registrant shall provide to the participant a written statement advising them of the availability without charge, upon written or oral request, of documents incorporated by reference in Item 3 of Part II hereof and of documents required to be delivered pursuant to Rule 428(b) under the Securities Act. The statement shall include the address listing the title or department and telephone number to which the request is to be directed. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant incorporates the following documents filed with the Securities and Exchange Commission by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended July 31, 2000. (b) Description of the Common Stock as incorporated in the Registration Statement on Form SB-2 dated August 8, 1996 SEC file no. 333-00434 (c) All other documents filed by Registrant after the date of this Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, (the Exchange Act) are incorporated by reference herein and in the Section 10 Prospectus to be a part thereof from the date of filing of such documents. Item 4. Not Applicable. Item 5. Interests of Named Experts and Counsel: Not applicable. Item 6. Indemnification of Officers and Directors. Article 11 of the Company's By-laws provides that every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person for whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Item 7. Exemption from Registration Claimed: Not Applicable Item 8. Exhibits. 5.1 Opinion of Dennis Brovarone, regarding legality of shares being issued. 23.1 Consent of Dennis Brovarone,(See Opinion). 23.2 Consent of Miller and McCollum Certified Public Accountant 23.3 Consent of Steve Holland, Certified Public Accountant 99.4 The Innovative Medical Services 2001 Directors and Officers Stock Option Plan 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 the 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 in the 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 (a)(1)(i) and (a)(1)(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 by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended that are incorporated by reference into this 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 to the securities offered therein, and the offering of such securities offered 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 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 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. (c) 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 provisions described in Item 6, 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 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 that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questions whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Signatures In accordance with Section 12 of the Securities Exchange Act of 1934, the Company caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. INNOVATIVE MEDICAL SERVICES By: /s/Michael Krall - -------------------- Michael Krall, President January 24, 2001 /s/ DENNIS ATCHLEY - ------------------ Dennis Atchley, Secretary January 24, 2001 EX-5.1 2 0002.txt OPINION FROM DENNIS BROVARONE EXHIBIT 5.1 DENNIS BROVARONE ATTORNEY AND COUNSELOR AT LAW 18 Mountain Laurel Drive Littleton, Colorado 80127 phone: 303 466 4092 / fax: 303 466 4826 January 26, 2001 Board of Directors Innovative Medical Services Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: You have requested my opinion as to the legality of the issuance by Innovative Medical Services, (the "Corporation") of up to 1,000,000 shares of Common Stock (the "Shares") pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed on or before January 29, 2001. Pursuant to your request I have reviewed and examined:(1).The Articles of Incorporation of the Corporation, as amended (the "Articles"); (2). The Bylaws of the Corporation, as certified by the Secretary of the Corporation; (3). The minute book of the Corporation; (4). A copy of certain resolutions of the Board of Directors of the Corporation; (5). The Registration Statement; (6). The Corporation's Stock Option Plan covered by the Registration Statement; and (7).Such other matters as I have deemed relevant in order to form my opinion. Based upon the foregoing, and subject to the qualifications set forth below, I am of the opinion that the Shares, if issued as described in the Registration Statement will have been duly authorized, legally issued, fully paid and non-assessable. This opinion is furnished by me as counsel to the Corporation and is solely for your benefit. Neither this opinion nor copies hereof may be relied upon by, delivered to, or quoted in whole or in part to any governmental agency or other person without our prior written consent. My opinion is subject to the qualification that no opinion is expressed herein as to the application of state securities or Blue Sky laws. Not withstanding the above, I consent to the use of this opinion in the Registration Statement. In giving my consent, I do not admit that I come without the category of persons whose consent is required under Section 7 of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ DENNIS BROVARONE - -------------------- Dennis Brovarone EX-23.2 3 0003.txt CONSENT OF MILLER AND MCCOLLUM, CPA'S CONSENT OF MILLE AND McCOLLOM, CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 23.2.2 MILLER AND McCOLLOM CERTIFIED PUBLIC ACCOUNTANTS 7400 WEST 14TH AVENUE, SUITE 10 TELEPHONE (303) 237-3077 LAKEWOOD, COLORADO 80215 FACSIMILE (303) 232-4856 E-MAIL: rmccollom@ibm.net We hereby consent to the use incorporated by reference in this Form S-8 of our report dated September 28, 2000, relating to the consolidated financial statements of Innovative Medical Services and consolidated subsidiaries including in the annual report Form 10-KSB for the fiscal year ended July 31, 2000. /s/MILLER AND McCOLLOM - ---------------------- Miller and McCollom January 22, 2001 EX-23.3 4 0004.txt CONSENT OF STEVE HOLLAND, CPA EXHIBIT 23.2 STEVEN HOLLAND, CPA 3914 MURPHY CANYONRD., STE. A126 SAN DIEGO, CA. 92123 (858) 279-1640 I have prepared the audited financial statements for Innovative Medical Services for the fiscal year ended July 31, 1999 contained in the Company's annual report on Form 10-ksb for the fiscal year ended July 31, 2000 and do hereby consent to their inclusion with the company's intended registration statement on Form S-8. /s/STEVEN HOLLAND - ------------------ Steven Holland, CPA January 22, 2001 EX-99.4 5 0005.txt THE IMS 2001 D&O STOCK OPTION PLAN Exhibit 99.4 INNOVATIVE MEDICAL SERVICES 2001 DIRECTORS AND OFFICERS STOCK OPTION PLAN ARTICLE I DEFINITIONS As used herein, terms have the meaning hereinafter set forth unless the context should clearly indicate the contrary: (a) "Board" shall mean the Board of Directors of the Company; (b) "Days" shall mean for calculation purposes the days of the week in which the NASDAQ System conducts and is open for regular trading activity; (c) "Company" shall mean Innovative Medical Services, a California corporation; (d) "Director" shall mean a member of the Board; (e) "Fair Market Value" shall mean the average closing low bid price for the Company's common stock for the previous five (5) trading days ending on the date of grant; (f) "Grant" means the issuance of an Option hereunder to an Optionee entitling such Optionee to acquire Stock on the terms and conditions set forth in a Stock Option Agreement to be entered into with the Optionee; (g) "Officer" shall mean a Executive Officer of the Company and any Employee, Consultant or Advisor which has been confirmed by the Board as eligible to participate under this Plan; (h) "Option" shall mean the right granted to an Optionee to acquire Stock of the Company pursuant to the Plan; (i) "Optionee" shall mean an Officer of the Company or a Director of the Company to whom a Grant hereunder has been made; (j) "Plan" shall mean the Innovative Medical Services 2001 Directors and Officers Stock Option Plan, the terms of which are herein set forth; (k) "Stock" shall mean the common stock of the Company or, in the event the outstanding shares of stock are hereafter changed into or exchanged for shares of different stock or securities of the Company or some other corporation, such other stock or securities; (l) "Stock Option Agreement" shall mean the agreement between the Company and an Optionee under which an Optionee may acquire Stock pursuant to the Plan. ARTICLE II THE PLAN 2.1 NAME. The plan shall be known as the "Innovative Medical Services 2001 Directors and Officers Stock Option Plan." 2.2 PURPOSE. The purpose of the Plan is to advance the business and development of the Company and its shareholders by affording to the Directors and Officers of the Company the opportunity to acquire a propriety interest in the Company by the grant of Options to such persons under the terms herein set forth. By doing so, the Company seeks to motivate, retain and attract highly competent, highly motivated Executive Officers and Directors to lead the Company through this critical time in its evolution and ensure the success of the Company. The Options to be granted hereunder are non-statutory Options made available to Directors and Officers of Innovative Medical Services. 2.3 EFFECTIVE DATE. The Plan shall become effective upon its adoption by the Board of the Company and approval by the company's shareholders. 2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from the date the Plan is adopted by the Board of the Company and at such time any Options granted hereunder shall be void and of no further force or effect. ARTICLE III PARTICIPANTS Only Officers and Directors of the Company shall be eligible to be granted an Option under the Plan. The Board may grant Options to any Director or Officer in accordance with such determinations as the Board may, from time to time, in its sole discretion make. ARTICLE IV ADMINISTRATION 4.1 The Plan shall be administered by an Administrative Committee of the Board of Directors of the Company consisting of a majority of independent directors. Subject to the express provisions of the Plan, the Administrative Committee shall have the sole discretion and authority to determine from among eligible persons those to whom and the time or times at which Options may be granted and the number of shares of Stock to be subject to each Option. Subject to the express provisions of the Plan, the Administrative Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations related to it and to determine the details and provisions of each Stock Option Agreement and to make all other determinations necessary or advisable in the administration of the Plan. The Administrative Committee shall also have the authority to modify outstanding Options and the provisions therein subject to the agreement of the Optionee. 4.2 RECORDS OF PROCEEDINGS. The Administrative Committee shall maintain written minutes of its actions which shall be maintained among the records of the Company. 4.3 COMPANY ASSISTANCE. The Company shall supply full and timely information to the Board in all matters relating to eligible Optionees, their status, death, retirement, disability and such other pertinent facts as the Board may require. The Company shall furnish the Administrative Committee with such clerical and other assistance as is necessary in the performance of its duties. ARTICLE V SHARES OF STOCK SUBJECT TO THE PLAN 5.1 LIMITATION. The number of shares of Stock which may be issued and sold hereunder shall not exceed 1,000,000 shares. 5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with respect to which an Option is granted hereunder, but which lapses prior to exercise, shall be considered available for grant hereunder. Therefore, if Options granted hereunder shall terminate for any reason without being wholly exercised, new Options may be granted hereunder covering the number of shares to which such terminated Options related. 5.3 OPTIONS TO BE GRANTED. Upon election or appointment to the Company's Board of Directors, or appointment as an Executive Officer, such individual shall receive an option to acquire 100,000 shares of stock per position exercisable at the fair market value on the date of appointment. Upon each anniversary of such date, the individual shall receive an option to acquire 50,000 shares of stock exercisable at the fair market value on the date thereof. The foregoing not withstanding, the Administrative Committee shall have the discretion to award additional options to individuals subject to the terms and conditions of the Plan. 5.4 ANTI-DILUTION. In the event the Stock subject to this Plan is changed into or exchanged for a different number or kind of stock or other securities of the Company or of another organization by reason of merger, consolidation or reorganization, recapitalization, reclassification, combination of shares, stock split or stock dividend; (a) The aggregate number and kind of shares of Stock subject to the Plan shall be adjusted appropriately; (b) The Option price of any outstanding Option issued pursuant to the Plan shall be adjusted appropriately; (c) Where dissolution or liquidation of the Company or any merger of consolidation in which the Company is not a surviving corporation is involved, the Optionee holding any Option issued pursuant to the Plan shall have the right immediately prior to such dissolution, liquidation, merger or combination to exercise the Option, in whole or in part, to the extent that it shall not have been exercised without regard to any installment exercise provision. ARTICLE VI OPTION PROVISIONS 6.1 OPTIONS. Each Option granted hereunder shall be evidenced by minutes of a meeting of or the written consent of the Administrative Committee and by a written Stock Option Agreement dated as of the date of grant and executed by the Company and the Optionee, which agreement shall set forth such terms and conditions as may be determined by the Board consistent with the Plan. 6.2 LIMITATIONS. (a) The maximum number of shares for which an Option or Options may be granted under the Plan to any one Director or Officer shall be 200,000 in any twelve month period. (b) The Options granted hereunder are non-statutory Options which do not satisfy the requisites of Section 422 of the Internal Revenue Code, as amended. 6.3 OPTION PRICE. The per share Option price for the stock subject to each Option shall not be less than the fair market value per share on the effective date of grant or such other price as the Administrative Committee may determine. 6.4 OPTION PERIOD. Each Option granted hereunder must be granted within five (5) years from the effective date of the Plan. The period for the exercise of each Option shall be determined by the Administrative Committee, but in no instance shall such period exceed five (5) years from the date of grant of the Option. 6.5 OPTION EXERCISE. (a) Options granted hereunder may not be exercised until and unless the Optionee shall meet the conditions precedent established by the Administrative Committee for the Officers or Directors. (b) Options may be exercised by the officer or director in whole or iin part. Optionees may exercise their Option at any time by giving written notice to the Company with respect to the specified option, delivered to the Company at its principal office together with payment in full to the Company of the amount of the Option price for the number of shares with respect to which the Option(s) are then being exercised. In the alternative, provided that at the time of exercise the Company's common stock is publicly traded with an average daily trading volume of 5,000 shares and closing prices quoted daily for at least the past thirty trading days, (a "Net Exercise"), payment of the exercise price per share may be made by delivery of this Option with a Net Exercise Notice in the form of which is attached hereto as Exhibit B. In the event of a Net Exercise, the Optionee shall exchange the Option for such number of shares underlying the Option determined by multiplying such number of shares by a fraction, the numerator of which shall be the difference between the average closing sale price per share for the five trading days prior to the date of the Net Exercise Notice and the exercise price per share, and the denominator of which shall be the average closing sale price per share for the five trading days prior to the date of the Net Exercise Notice. 6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right relative thereto shall be transferred by an Optionee otherwise than as permitted under the instructions to by will or by the laws of descent and distribution. During the lifetime of an Optionee, the Option shall be exercisable only by him or her. 6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP. (a) If the Officer or Director's relationship with the Company shall be terminated, with or without cause, or by the act of the Officer or Director, the Optionee's right to exercise such Options shall terminate and all rights thereunder shall cease three (3) days after the date on which such person's association is terminated, unless this provision is modified by the Option Agreement for the Options. Provided however, that if the Optionee shall die or become permanently and totally disabled while employed by or serving as a non-employee Director of the Company, as solely determined by the Board in accordance with its policies, then either his or her personal representatives or a transferee under the Optionee's will or pursuant to the laws of descent and distribution, or the disabled Optionee may exercise the Option in full six (6) months from the date of such death or disability unless this provision is modified by the Option Agreement for the Options. In the case of an Optionee's retirement in accordance with the Company's established retirement policy, such Option shall remain exercisable by the Optionee for three (3) days from the date of such retirement unless this provision is modified by the Option Agreement for the Options. (b) No transfer of an Option by the Optionee by will or the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with a written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Option. 6.8 RIGHTS AS A SHAREHOLDER. (a) An Optionee or a transferee of an Option shall have no rights as a shareholder of the Company with respect to any shares subject to any unexercised Options. (b) Unless this provision is modified by the Option Agreement for the Options, ownership rights shall vest with the Officer or Director according to the following schedule with respect to the total number of shares exercised: Initial Appointment/Election Grant: 100% upon exercise or the first anniversary of grant, which ever is later; Anniversary exercise of this option: 100% upon exercise 6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted under the terms of the Plan is required to file appropriate reports with the Internal Revenue Service. As a condition of the receipt of an Option hereunder, Optionees shall agree to make necessary filings with the Internal Revenue Service. The Company shall assist and cooperate with Optionees by providing the necessary information required for compliance of this condition. ARTICLE VII STOCK CERTIFICATES 7.1 ISSUANCE. The Company shall issue and deliver any certificate for shares of Stock purchased upon the exercise of any Option granted hereunder. 7.2 TRANSFER RESTRICTIONS. Unless a registration statement covering the shares underlying the Options is in effect at the time of execution of an Option Agreement, the Board shall instruct the Secretary of the Corporation to impose restrictions of the subsequent transferability of Stock issued pursuant to Options to be granted hereunder. The Stock of the Company to be issued pursuant to the exercise of an Option shall have such restrictions prominently displayed as a legend on such certificate. ARTICLE VIII TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN The Board may at any time terminate the plan, and may at any time and from time to time and in any respect amend or modify the Plan. Provided, however, if the Plan has been submitted to and approved by the shareholders of the Company no such action by the Board may be taken without approval of the majority of the shareholders of the Company which: (a) increases the total number of shares of Stock subject to the Plan, except as contemplated in Section 5.1 hereof; (b) changes the manner of determining the Option price; or (c) withdraws the administration of the Plan from the Administrative Committee. ARTICLE IX EMPLOYMENT 9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder or in any Stock Option Agreement shall confer upon a non-employee Director receiving such Option or Stock Option Agreement the status as an employee of the Company. Further, nothing in the Plan or any Option granted hereunder shall in any manner create in any Optionee the right to continue their relationship with the Company or create any vested interest in such relationship, including employment. 9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall not effect any other stock option, incentive, or other compensation plan in effect for the Company or any of its subsidiaries, nor shall the Plan preclude the Company or any subsidiary thereof from establishing any other forms of incentive or other compensation for employees or non-employee Directors of the Company, or any subsidiary thereof. 9.3 PLAN EFFECT. The Plan shall be binding upon the successors and assigns of the Company. 9.4 TENSE. When used herein nouns in the singular shall include the plural. 9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of articles and sections hereof are inserted for convenience and reference and constitute no part of the Plan. INNOVATIVE MEDICAL SERVICES By: /s/ MICHAEL L. KRALL -------------------- Michael L. Krall, President January 8, 2001 By: /s/ DENNIS ATCHLEY ------------------- Dennis Atchley, Secretary January 8, 2001 -----END PRIVACY-ENHANCED MESSAGE-----