-----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, HF+eIz3Ly27lYN7dPGbZLQ5ZcQnAYTprrXIjZd678rtlBbmw90ETbgO8IHQD0pmb 4OGQ6DlfRETEcL1vIObNzg== 0000944209-97-001634.txt : 19971125 0000944209-97-001634.hdr.sgml : 19971125 ACCESSION NUMBER: 0000944209-97-001634 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971124 EFFECTIVENESS DATE: 19971124 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE MEDICAL TECHNOLOGIES LTD CENTRAL INDEX KEY: 0000822997 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133367421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40875 FILM NUMBER: 97727125 BUSINESS ADDRESS: STREET 1: 2139 PONTIUS AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3103129652 MAIL ADDRESS: STREET 1: 2139 PONTIUS AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE PRINCIPLES LTD DATE OF NAME CHANGE: 19900419 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 24, 1997 Registration No. 333- ------------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERACTIVE MEDICAL TECHNOLOGIES, LTD. (Exact name of registrant as specified in its charter) Delaware 13-3367421 ---------------------------------- -------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1997 STOCK COMPENSATION PLAN (Full title of the plan) Steve R. Westlund 1717 Stewart Street Santa Monica, California 90404 (310) 586-5522 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to to be Price Offering Registration be Registered Registered(1) Per Share(2) Price(2) Fee(2) - ------------------------------------------------------------------------------- Common Stock, $.001 par value 12,500,000 shares $.0775 $968,750 $293.56 - -------------------------------------------------------------------------------
(1) The number of shares being registered is the maximum aggregate number of shares presently issuable under the Plan. The registration statement also includes an indeterminable number of additional shares that may become issuable under the Plan pursuant to anti-dilution provisions. (2) Computed pursuant to Rule 457(h) on the basis of the average of the bid and asked price of the Common Stock on November 21, 1997. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of Interactive Medical Technologies, Ltd., a Delaware corporation (the "Company") filed with the Securities Exchange Commission are incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the Company's fiscal year ended December 31, 1996. Any statement contained in a document incorporated in this Registration Statement by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other document subsequently filed pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, which also is or is deemed to be incorporated in this Registration Statement by reference modifies or replaces such statement. ITEM 4. DESCRIPTION OF SECURITIES. The Registrant's Common Stock, $.001 par value, is registered under Section 12 of the Exchange Act. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The legality of the Registrant's securities being registered will be passed upon by Robert Schulman, Esq. owned 0 shares of the Registrant's Common Stock and options to purchase 0 shares of the Registrant's Common Stock on November 21, 1997. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Articles of Incorporation provide for indemnification, to the fullest extent permitted by Section 145 of the Delaware Corporation Law, of officers and directors and from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, both as to action in their official capacity and as to action in another capacity while holding such office. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended (the "Securities Act") and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION. Not applicable. ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION ------- ----------- 5 Opinion of Robert Schulman, Esq. as to the legality of the securities being registered.
II-2 10.26 The 1997 Stock Compensation Plan. 23.1 Consent of Beckman & Associates. 23.2 Consent of Robert Schulman, Esq. (included in his opinion filed as Exhibit 5).
ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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; and (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 that information in the registration statement. provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 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 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 Section 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. (e) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (h) 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other II-3 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, 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 Santa Monica, State of California, on November 24, 1997. INTERACTIVE MEDICAL TECHNOLOGIES, LTD. By: /s/ Steven R. Westlund ------------------------------------------- Steven R. Westlund, Chief Executive Officer II-4 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Steven R. Westlund, Chief Executive Officer of the registrant, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Date Signature Title - ---- --------- ----- November 24, 1997 /s/ Steven R. Westlund Chief Executive Officer and Director ------------------------ Steven R. Westlund November 24, 1997 /s/ Peter J. Benz President and Director ------------------------ Peter J. Benz November 24, 1997 /s/ Owen Naccarato Chief Financial Officer ------------------------ Owen Naccarato
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION -------- ----------- 5 Opinion of Robert Schulman, Esq. as to the legality of securities being registered. 10.26 The 1997 Stock Compensation Plan 23.1 Consent of Beckman & Associates 23.2 Consent of Robert Schulman, Esq. (included in his Opinion filed as Exhibit 5).
II-6 EX-5 2 OPINION OF ROBERT D. SHULMAN, P.C. Exhibit 5 ROBERT D. SCHULMAN, P.C. 5 Bontecou Lane New City, NY 10956 (914) 634-3255 ================= Interactive Medical Technologies, Ltd. 2139 Pontius Avenue Los Angeles, CA 90025 November 21, 1997 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: I have acted as counsel to Interactive Medical Technologies, Ltd., a Delaware corporation (the "Company"), and in such capacity have examined the form of Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission ("SEC") by the Company on or about November 21, 1997, in connection with the registration under the Securities Act of 1933, as amended (the "Act") of 12,500,000 shares of common stock, $.001 par value, of the Company (the "Shares"). The Shares will be offered and sold pursuant to the Company's Registration Statement filed with the SEC. As counsel for the Company and for purposes of this opinion, I have made those examinations and investigations of legal and factual matters I deemed advisable, and have examined the originals, or copies certified to my satisfaction as being true copies of the originals, of those corporate records, certificates, documents and other instruments which I, in my judgment, have considered necessary or appropriate to enable me to render the opinion expressed below. For these purposes, I have relied, without independent investigation, upon certificates provided by public officials and by officers of the Company as to certain factual matters. I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of documents submitted to me as certified or photostatic copies, and the authenticity of the originals of the latter documents. On the basis of the foregoing, and relying solely thereon, I am of the opinion that the Shares are duly authorized and, provided the Shares are issued, delivered and paid for in the manner and upon the terms contemplated by the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. No opinion is expressed herein as to the application of state securities or Blue Sky laws. I consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent I do not hereby admit that I am 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/ Robert D. Schulman, PC ROBERT D. SCHULMAN, PC 11-21-1997 EX-10.26 3 1997 STOCK COMPENSATION PLAN EXHIBIT 10.26 INTERACTIVE MEDICAL TECHNOLOGIES, LTD. 1997 STOCK COMPENSATION PLAN 1. Purpose of the Plan. The purpose of this 1997 Stock Compensation Plan ("Plan") of Interactive Medical Technologies, Ltd., a Delaware corporation ("Company") is to provide the Company with a means of compensating selected key employees (including officers) and directors of and consultants to the Company and its subsidiaries for their services with shares of Common Stock of the Company. 2. Administration of the Plan. The Plan shall be administered by the Company's Board of Directors (the "Board"). 2.1 Award or Sale of Shares. The Company's Board shall (a) select those key employees (including officers), directors and consultants to whom shares of the Company's Common Stock shall be awarded or sold, and (b) determine the number of shares to be awarded or sold; the time or times at which shares shall be awarded or sold; whether the shares to be awarded or sold will be registered with the Securities and Exchange Commission; and such conditions, rights of repurchase, rights of first refusal or other transfer restrictions as the Board may determine. Each award or sale of shares under the Plan shall be evidenced by a written agreement between the Company and the person to whom shares of the Company's Common Stock are awarded or sold. 2.2 Consideration for Shares. Shares of the Company's Common Stock to be awarded or sold under the Plan shall be issued for such consideration, having a value not less than the par value thereof, as shall be determined from time to time by the Board in its sole discretion. 2.3 Board Procedures. The Board from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Board shall keep minutes of its meetings and records of its actions. A majority of the members of the Board shall constitute a quorum for the transaction of any business by the Board. The Board may act at any time by an affirmative vote of a majority of those members voting. Such vote may be taken at a meeting (which may be conducted in person or by any telecommunication medium) or by written consent of Board members without a meeting. 2.4 Finality of Board Action. The Board shall resolve all questions arising under the Plan. Each determination, interpretation, or other action made or taken by the Board shall be final and conclusive and binding on all persons, including, without limitation, the Company, its stockholders, the Board and each of the members of the Board. 2.5 Non-Liability of Board Members. No Board member shall be liable for any action or determination made by him in good faith with respect to the Plan or any shares of the Company's Common Stock sold or awarded under it. 2.6 Board Power to amend, Suspend, or Terminate the Plan. The Board may, from time to time, make such changes in or additions to the Plan as it may deem proper and in the best interests of the Company and its stockholders. The Board may also suspend or terminate the Plan at any time, without notice, and in its sole discretion. 3. Shares Subject to the Plan. For purposes of the Plan, the Board of Directors is authorized to sell or award up to thirty million (30,000,000) shares of the Company's Common Stock, $.001 par value per share ("Common Stock"). 4. Participants. All key employees (including officers) and directors of and consultants to the Company and any of its subsidiaries (sometimes referred to herein as "participants") are eligible to participate in the Plan. A copy of this Plan shall be delivered to all participants, together with a copy of any Board resolutions authorizing the issuance of the shares and establishing the terms and conditions, if any, relating to the sale or award of such shares. 5. Rights and Obligations of Participants. The award or sale of shares of Common Stock shall be conditioned upon the participant providing to the Board a written representation that, at the time of such award or sale, it is the intent of such person(s) to acquire the shares for investment only and not with a view toward distribution. The certificate for unregistered shares issued for investment shall be restricted by the Company as to transfer unless the Company receives an opinion of counsel satisfactory to the Company to the effect that such restriction is not necessary under the pertaining law. The providing of such representation and such restriction on transfer shall not, however, be required upon any person's receipt of shares of Common Stock under the Plan in the event that, at the time of award or sale, the shares shall be (i) covered by an effective and current registration statement under the Securities Act of 1933, as amended, and (ii) either qualified or exempt from qualification under applicable state securities laws. The Company shall, however, under no circumstances be required to sell or issue any shares under the Plan if, in the opinion of the Board, (i) the issuance of such shares would constitute a violation by the participant or the Company of any applicable law or regulation of any governmental authority, or (ii) the consent or approval of any governmental body is necessary or desirable as a condition of, or in connection with, the issuance of such shares. 6. Payment of Shares. (a) The entire purchase price of shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such shares are purchased, except as provided in subsection (b) below. (b) At the discretion of the Board, shares may be issued under the Plan in consideration of services rendered; provided, however, that any issuance of shares under the Plan shall be in compliance with Section 152 of the Delaware General Corporation Law, as amended. 7. Adjustments. If the outstanding Common Stock shall be hereafter increased or decreased, or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification, 2 reorganization, merger, consolidation, share exchange, or other business combination in which the Company is the surviving parent corporation, stock split-up, combination of shares, or dividend or other distribution payable in capital stock or rights to acquire capital stock, appropriate adjustment shall be made by the Board in the number and kind of shares which may be granted under the Plan. 8. Tax Withholding. As a condition to the purchase or award of shares, the participant shall make such arrangements as the Board may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase or award. 9. Term of Plan. 9.1 Effective Date. The Plan shall become effective on November 1, 1997. 9.2 Termination Date. The Plan shall terminate at midnight on October 31, 2007, and no shares shall be awarded or sold after that time. The Plan may be suspended or terminated at any earlier time by the Board within the limitations set forth in Section 2.6. 10. Non-Exclusivity of Plan. Nothing contained in the Plan is intended to amend, modify, or rescind any previously approved compensation plans, programs or options entered into by the Company. This Plan shall be construed to be in addition to and independent of any and all such other arrangements. The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of authority of the Board to adopt, with or without stockholder approval, such additional or other compensation arrangements as the Board may from time to time deem desirable. 11. Governing Law. The Plan and all rights and obligations under it shall be construed and enforced in accordance with the laws of the state of Delaware. 3 EX-23.1 4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT Exhibit 23.1 [LETTERHEAD OF BECKMAN & ASSOCIATES] November 20, 1997 The Board of Directors Interactive Medical Technologies, Inc. We consent to incorporation by reference in the Registration Statement (Form S-8 No., 0-21384) of Interactive Medical Technologies Inc. and subsidiaries of our report dated April 10, 1997, relating to the consolidated financial statements of Interactive Medical Technologies Inc. and subsidiaries included in the Annual Report (Form 10-KSB) for the year ended December 31, 1996. Our report dated April 10, 1997, contains an explanatory paragraph that states that the Company's recurring losses and net deficit position raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Beckman & Associates -----END PRIVACY-ENHANCED MESSAGE-----