-----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, T7jcjFQnRzJF+phx17/p0axM+uNx5uQX6CGckT0GDzPj8aGZQJoOON+JW7Sns2U4 eZnak4KQQ7CNYfEdbYJQKg== 0000950120-97-000001.txt : 19970108 0000950120-97-000001.hdr.sgml : 19970108 ACCESSION NUMBER: 0000950120-97-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970106 EFFECTIVENESS DATE: 19970106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTROMEDICS CORP CENTRAL INDEX KEY: 0000352281 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042608713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0727 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19323 FILM NUMBER: 97501671 BUSINESS ADDRESS: STREET 1: 13 COLUMBIA DR STE 18 CITY: AMHERST STATE: NH ZIP: 03031 BUSINESS PHONE: 6038806300 MAIL ADDRESS: STREET 1: 13 COLUMBIA DR STREET 2: STE 18 CITY: AMHERST STATE: NH ZIP: 03031 S-8 1 FORM S-8 1996 STOCK OPTION PLAN As Filed With the Securities and Exchange Commission on January 6, 1997 Registration No. 333- -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Electromedics Corp. -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware -------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 04-2608713 -------------------------------------------------------------------------- (I.R.S. employer identification no.) 13 Columbia Drive, Suite 18 Amherst, New Hampshire 03031 -------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) 1996 Stock Option Plan -------------------------------------------------------------------------- (Full title of the plans) Michael T. Pieniazek, Secretary 13 Columbia Drive, Suite 18 Amherst, New Hampshire 03031 -------------------------------------------------------------------------- (Name and address of agent for service) (603) 880-6300 -------------------------------------------------------------------------- Telephone number, including area code, of agent for service Copy to: Bruce A. Rich, Esq. Reid & Priest LLP 40 West 57th Street New York, NY 10019 (212) 603-6780 CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------- Proposed Proposed maximum Proposed Title of maximum aggregate Amount of securities to be Amount to be offering price offering registration registered registered(1) per share(2) price fee -------------------------------------------------------------------------- Common Stock, $.10 par value 300,000 shares $1.88 $564,000 $170.90 -------------------------------------------------------------------------- (1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction. (2) Estimated for the sole purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. AMERICAN ELECTROMEDICS CORP. 1996 STOCK OPTION PLAN PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by American Electromedics Corp. (the "Registrant"), with the Securities and Exchange Commission (the "Commission"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 in this Registration Statement and to be a part hereof from the date of filing such documents: (a) The Annual Report of the Registrant on Form 10-KSB for the fiscal year ended July 27, 1996 (Commission File No. 0-9922); (b) The Quarterly Report of the Registrant on Form 10-QSB for the fiscal quarter ended October 26, 1996 (Commission File No. 0- 9922); (c) The Current Reports of the Registrant on Form 8-K filed on November 1, 1996 and November 12, 1996 (Commission File No. 0- 9922); (d) The Proxy Statement of the Registrant, dated September 13, 1996 (Commission File No. 0-9922); and (e) The description of the Common Stock, $.10 par value per share, of the Registrant contained in the Registration Statement on Form 8- A of the Registrant, filed with the Commission on September 3, 1981 (Commission File No. 0-9922). Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or replaces such statement. Any such statement shall not be deemed to constitute a part of this Registration Statement except as so modified or replaced. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VII, Section 7 of the By-laws of the Registrant provide in part that the Registrant shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"). Section 145 of the DGCL permits a corporation, among other things, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding 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, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A corporation also may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such an action by or on behalf of a corporation, no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view or all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. In addition, the indemnification and advancement of expenses provided by or granted pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. ITEM 8. EXHIBITS Exhibit No. Description ----------- ----------- 5* Opinion of Reid & Priest LLP 23.1* Consent of Ernst & Young LLP, independent public accountants for the Registrant 23.2* Consent of Berry, Dunn, McNeil & Parker (formerly known as Smith, Batchelder & Rugg), independent public accountants for the Registrant 23.3* Consent of Reid & Priest LLP (included in Exhibit 5) 24* Power of Attorney (included on the signature page of this registration statement on Form S-8) 99.1 1996 Stock Option Plan, incorporated by reference to the Proxy Statement of the Registrant, dated September 13, 1996 (Commission File No. 0-9922) __________________________ * Filed herewith. ITEM 9. UNDERTAKINGS. The Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (b) To include any prospectus required by Section 10(a)(3) of the Securities Act; (c) 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 and 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; (d) 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 (b) and (c) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (e) 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; (f) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering; (g) 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 Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (h) 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 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 of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amherst, State of New Hampshire on the thirty-first day of December, 1996. AMERICAN ELECTROMEDICS CORP. By: /s/ Noel A. Wren ---------------------------------- Noel A. Wren, President and Chief Executive Officer POWER OF ATTORNEY Each director and/or officer of the Registrant whose signature appears below hereby appoints Noel A. Wren or Michael T. Pieniazek as his attorney- in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Commission, any and all amendments, including post-effective amendments, to this Registration Statement. 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/ Noel A. Wren President and Chief December 31, ------------------------- Executive Officer and 1996 Noel A. Wren Director /s/ Michael T. Pieniazek Chief Financial Officer December 31, ------------------------- 1996 Michael T. Pieniazek /s/ Alan Gelband Director December 31, ------------------------ 1996 Alan Gelband /s/ Kenneth Levy Director December 31, ------------------------ 1996 Kenneth Levy /s/ Marcus R. Rowan Director December 31, ------------------------ 1996 Marcus R. Rowan /s/ Edwin J. Thomas Director December 31, ------------------------ 1996 Edwin J. Thomas /s/ Joseph Wear Director December 31, ------------------------ 1996 Joseph Wear ------------------------ Director Thomas A. Slamecka INDEX TO EXHIBITS AMERICAN ELECTROMEDICS CORP. ---------------------------- Exhibit No. Description ------- ----------- 5 Opinion of Reid & Priest LLP 23.1 Consent of Ernst & Young LLP, independent public accountants for the Registrant 23.2 Consent of Berry, Dunn, McNeil & Parker (formerly known as Smith, Batchelder & Rugg), independent public accountants for the Registrant 23.3 Consent of Reid & Priest LLP (included in Exhibit 5) 24 Power of Attorney (included on the signature page of this registration statement on Form S-8) EX-5 2 EXHIBIT 5 - CONSENT OF REID & PRIEST REID & PRIEST LLP 40 WEST 57TH STREET NEW YORK, NY 10019-4097 TELEPHONE 212-603-2000 FAX 212-603-2001 Direct Dial (212) 603-6780 New York, New York January 6, 1997 American Electromedics Corp. 13 Columbia Drive, Suite 18 Amherst, NH 03031 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as counsel to American Electromedics Corp., a Delaware corporation (the "Registrant"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), with respect to the registration under the Securities Act of 1933, as amended (the "Act"), of 300,000 shares (the "Shares") of the Registrant's Common Stock, $.10 par value (the "Common Stock"), issuable upon the exercise of options (the "Options") granted or to be granted under the Registrant's 1996 Stock Option Plan (the "Plan"). For purposes of this opinion we have examined the Registration Statement, the Certificate of Incorporation, as amended, the By-Laws of the Registrant, the Plan and such documents, records, agreements, proceedings and legal matters as we have deemed necessary to examine. With respect to any documents or other corporate records which we have examined, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, and the conformity to the original documents submitted to us as certified or photostatic copies. Based upon the foregoing and subject to that: 1. The Registrant is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The Shares included in the Registration Statement to be issued upon the exercise of the Options will be duly authorized and validly issued, and fully paid and non-assessable when the Options shall have been properly exercised and the exercise price shall have been paid for the Shares in accordance with the terms of the Plan. We are members of the Bar of the State of New York and do not hold ourselves out as experts concerning, or qualified to render opinions with respect to any laws other than the laws of the State of New York, the Federal laws of the United States and the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Reid & Priest LLP ------------------------- Reid & Priest LLP EX-23 3 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG Exhibit No. 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1995 Stock Option Plan of American Electromedics Corp. of our report dated October 7, 1996, with respect to the financial statements of American Electromedics Corp. included in its Annual Report (Form 10-KSB) for the fiscal year ended July 27, 1996, filed with the Securities and Exchange Commission. Ernst & Young LLP /s/ Ernst & Young LLP Manchester, New Hampshire December 30, 1996 EX-23 4 EX 23.2 CONSENT OF BERRY, DUNN, MCNEIL & PARKER CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of American Electromedics Corp. (the "Company") of our report dated September 28, 1994, on the consolidated financial statements of the Company included in its Annual Report (Form 10-KSB) for the year ended July 30, 1994, filed with the Securities and Exchange Commission. /s/ Berry, Dunn, McNeil & Parker Berry, Dunn, McNeil & Parker Manchester, New Hampshire December 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----