-----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, E+xS5Y27sNbv3XH/svP5ksVhILY8y8ZDqBhMy5wV4nhcKIyl5+j/DESLwc7YFhYO sePrrntRCZgDGbiRG6cdFg== 0000897101-01-500066.txt : 20010402 0000897101-01-500066.hdr.sgml : 20010402 ACCESSION NUMBER: 0000897101-01-500066 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010330 EFFECTIVENESS DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDAMICUS INC CENTRAL INDEX KEY: 0000833140 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411533300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57942 FILM NUMBER: 1585989 BUSINESS ADDRESS: STREET 1: 15301 HGHWY 55 W CITY: PLYMOUTH STATE: MN ZIP: 55447 BUSINESS PHONE: 6125592613 S-8 1 meda010606_s-8.txt MEDAMICUS, INC. 1996 STOCK OPTION PLAN ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDAMICUS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MINNESOTA 41-1533300 (STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 15301 HIGHWAY 55 WEST, PLYMOUTH, MN 55447 (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) MEDAMICUS, INC. 1996 NON-EMPLOYEE DIRECTOR AND MEDICAL ADVISORY BOARD STOCK OPTION PLAN (FULL TITLE OF THE PLAN) JAMES D. HARTMAN MEDAMICUS, INC. 15301 HIGHWAY 55 WEST PLYMOUTH, MN 55447 (763) 559-2613 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: MARK S. WEITZ, ESQ. LEONARD, STREET AND DEINARD 150 SOUTH FIFTH STREET, SUITE 2300 MINNEAPOLIS, MN 55402 (612) 335-1517 CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price per Offering Registration Registered Registered(1) Share (2) Price (2) Fee - -------------------------------------------------------------------------------- Common Stock, $.01 par value 13,000 $2.93 $38,090 $9.52 ================================================================================ (1) This Registration Statement covers the aggregate number of ordinary shares which may be sold upon the exercise of options which have been granted under the terms of the 1996 Non-Employee Director and Medical Advisory Board Stock Option Plan. Pursuant to Rule 416, this Registration Statement shall also be deemed to cover an indeterminate number of additional shares of common stock in the event the number of outstanding shares of MedAmicus, Inc. is increased by stock splits, stock dividends and/or similar transactions. (2) Calculated pursuant to Rule 457(h)(1) based on the exercise price of the options. EXPLANATORY NOTES All references in this Registration Statement to "the Company," "the Registrant," "we," "our," and "us" refer to MedAmicus, Inc., a Minnesota corporation. We have prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to register shares of our common stock that have been issued under the 1996 Non-Employee Director and Medical Advisory Board Stock Option Plan (the "Plan"). Because the Plan has been replaced with a new plan, additional options under this Plan will not be granted. This Registration Statement includes two parts. The documents constituting the prospectus under Part I of this Registration Statement (the "Plan Prospectus") will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. The Plan Prospectus has been omitted from this Registration Statement as permitted by Part I of Form S-8. The second prospectus (the "Reoffer Prospectus") may be used in connection with the reoffers and resales of shares of our common stock issued pursuant to the exercise of options granted under the Plan. The Reoffer Prospectus is filed as part of this Registration Statement as required by Form S-8. REOFFER PROSPECTUS 13,000 SHARES COMMON STOCK, $.01 PAR VALUE MEDAMICUS, INC. 15301 HIGHWAY 55 WEST PLYMOUTH, MINNESOTA 55447 (763) 559-2613 This Reoffer Prospectus relates to the reoffer and resale by certain selling shareholders of shares of our common stock that we may issue to the selling shareholders upon the exercise of stock options we granted to them under our Plan. We have registered the offer and sale of these shares to the selling shareholders on Form S-8 filed concurrently with this Reoffer Prospectus with the Securities and Exchange Commission. If the selling shareholders resell these shares, we will not receive any of the proceeds from the resales. The selling shareholders have advised us that they may resell the shares from time to time in one or more transactions on The Nasdaq SmallCap Market (SM) or on any stock exchange or other automated quotation system on which the common stock may become listed, in negotiated transactions or otherwise, at market prices prevailing at the time of the sale or at prices otherwise negotiated. See "Plan of Distribution." We will bear all expenses in connection with the preparation of this Reoffer Prospectus. THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 1. Our common stock has traded on The Nasdaq SmallCap Market (SM) under the symbol "MEDM" since September 1991. On March 27, 2001, the last reported sale price for the common stock on such market was $4.4063 per share. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Reoffer Prospectus is ______________, 2001. TABLE OF CONTENTS Page ---- RISK FACTORS................................................................1 Continued Losses.........................................................1 Lack of Market for the Fiber Optic Pressure Transducer...................1 Dependence on Reimbursement for Incontinence Testing.....................1 Highly Competitive Markets and Risk of Technological Obsolescence.............................................................1 Government Regulation....................................................1 Dependence on Patents and Proprietary Technology.........................1 Dependence on Major Customer.............................................2 Sources of Supply........................................................2 Limited Public Market Trading............................................2 Dependence on Line of Credit.............................................2 ABOUT THIS REOFFER PROSPECTUS...............................................2 THE COMPANY.................................................................3 USE OF PROCEEDS.............................................................3 SELLING SHAREHOLDERS........................................................4 PLAN OF DISTRIBUTION........................................................4 LEGAL MATTERS...............................................................6 EXPERTS.....................................................................6 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................6 DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION.................................................6 WHERE YOU CAN FIND MORE INFORMATION.........................................7 RISK FACTORS The purchase of our common stock involves a high degree of risk; you should regard it as speculative and you should consider it only if you can reasonably afford a loss of your entire investment. You should carefully consider, in addition to the other information contained in this Reoffer Prospectus, the following risk factors relating to our company and our business before deciding to invest in our common stock. CONTINUED LOSSES. We became public in 1991 and have had losses in each of the years since that date until the year ended December 31, 2000. For the year ended December 31, 2000, we reported net income of $161,918. However, we have incurred cumulative net losses through December 2000 of $6,058,486. There is no assurance that we will be able to maintain profitable operations in the future. LACK OF MARKET FOR THE FIBER OPTIC PRESSURE TRANSDUCER. Our management's strategy is to market the LuMax fiber optic pressure transducer system primarily to gynecologists for incontinence diagnostic testing. Incontinence testing by gynecologists is a relatively new and undeveloped market. On January 11, 2001, we terminated seven of our ten sales representatives and have formulated a new business model for this division of our company. There is no assurance that the incontinence testing and treatment market at the gynecology office will evolve as we expect or, if it does evolve, that our product will be widely used or accepted. In addition, there appears to be a trend towards purchasing groups, rather than individual doctors, making purchase decisions relating to medical devices. There can be no assurance that our sales and marketing efforts will appeal to such purchasing groups or that our products will be accepted by such groups. DEPENDENCE ON REIMBURSEMENT FOR INCONTINENCE TESTING. Medicare and private insurance companies currently reimburse for incontinence testing. However, in today's medical environment of cost containment, there is no assurance that these entities will continue to provide reimbursement for incontinence testing. The loss of reimbursement for incontinence testing would have a material adverse effect on sales of our Fiber Optic pressure transducer products. HIGHLY COMPETITIVE MARKETS AND RISK OF TECHNOLOGICAL OBSOLESCENCE. The medical technology industry in which we are involved is characterized by rapidly evolving technology and intense competition. We are aware of one other company which markets a fiber optic pressure measurement device for use in the urological market. There are two other companies which market fiber optic pressure measurement devices, but for different applications. In addition, there are several large companies which manufacture and market external strain gauge transducer catheters, a product against which our catheter would likely compete. There is no assurance that these companies or any other companies will not develop technology that is more effective and/or available at a lower cost than the product we offer. GOVERNMENT REGULATION. The medical products that we sell and propose to sell are subject to regulation by the FDA and by comparable agencies in certain states and foreign countries. The process of complying with requirements of the FDA and other agencies can be costly and time consuming. We have received clearance to market our vessel introducer and transducer by the FDA, although we will be required to obtain approval for marketing our transducer in other applications if it is necessary to change materials which are in contact with body fluids or to add other measurement parameters. There is no assurance that any such additional clearance will be obtained. In addition, once obtained, these clearances are subject to review, and later discovery of previous unknown problems may result in restrictions on the marketing of a product or withdrawal of the product from the market. We are also subject to certain FDA regulations governing manufacturing practices, packaging and labeling. DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY. Our success may depend on our ability to obtain patent protection for our products and processes, to preserve our trade secrets and to operate without infringing on the proprietary rights of third parties. Patents covering certain aspects of our vessel introducer and transducer were first issued by the United States Patent and Trademark Office in March and April 1991, respectively. In addition, we have applied for patent protection on additional aspects of both the vessel introducer and transducer. There can be no assurance that any future patent protection will be granted, that the scope of any patent protection will exclude competitors or that any of our patents will be held valid if subsequently challenged. The validity and breadth of claims covered in medical technology patents involve complex legal and factual questions and therefore may be highly uncertain. We also rely upon unpatented trade secrets, and no assurance can be given that others will not 1 independently develop or otherwise acquire substantially equivalent trade secrets or otherwise gain access to our proprietary technology. DEPENDENCE ON MAJOR CUSTOMER. We are presently dependent on our relationship with Medtronic, our one major customer. Medtronic accounted for approximately 55% of our total sales and 52% of our total accounts receivable in 2000. The loss of Medtronic as a customer would have a material adverse effect on us. SOURCES OF SUPPLY. We currently purchase, and will in the future purchase, components and raw materials from outside vendors. Although we have identified alternative suppliers for key components and raw materials, at the present time we generally use one source of supply for each component and raw material. Each supplier of raw material for our vessel introducer is subject to the approval of Medtronic, and future customers may have a right of approval as well. At present, all of our suppliers have been approved by Medtronic. Should a key supplier be unwilling or unable to supply any such component or raw material in a timely manner, or should approval of a proposed supplier be delayed, withheld or withdrawn, we could experience delays in obtaining alternative suppliers which may adversely affect our business. LIMITED PUBLIC MARKET TRADING. As of March 20, 2001, we had 4,169,699 shares of common stock outstanding, of which approximately 85% was available for public trading. From January 1 to March 20, 2001, the average daily trading volume approximated 20,300 shares per day. As of March 20, 2001, there were seven investment banking firms making a market in our stock. There can be no assurance that an active market will exist for our shares, or that our shares could be sold without a significant negative impact on the publicly quoted price per share. DEPENDENCE ON LINE OF CREDIT. On May 26, 2000, we signed an extension through June 30, 2001 on our revolving line of credit with a financial institution. The line was increased from $2,000,000 to $2,500,000, and the agreement calls for interest at the rate of 1.00% over the financial institution's base rate with no minimum interest due. The availability under the line is subject to borrowing base requirements, and advances are at the discretion of the lender. The line is secured by substantially all of our assets and in the event of default, the financial institution would take ownership of most of our assets. If the financial institution decides not to extend the agreement again, additional capital would be required to fund 2001 operations and capital expenditure requirements. Sources of additional capital may include additional debt financing and/or the sale of debt or equity securities. If we are unable to obtain financing when required, we could be forced to curtail our operations. ABOUT THIS REOFFER PROSPECTUS This Reoffer Prospectus is part of a registration statement we filed with the Securities and Exchange Commission. You should rely only on the information provided or incorporated by reference in this Reoffer Prospectus or any related supplement. We have not authorized anyone else to provide you with different information. No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Reoffer Prospectus in connection with the offer made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by us or any selling shareholder. This Reoffer Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered hereby to any person in any state or other jurisdiction in which such offer or solicitation is unlawful. The selling shareholders will not make an offer of these shares in any state where the offer is not permitted. The delivery of this Reoffer Prospectus at any time does not imply that information contained herein is correct as of any time subsequent to its date. You should not assume that the information in this prospectus or any supplement is accurate as of any other date than the date on the front of those documents. Certain forward-looking statements, including statements regarding our expected financial position, business and financing plans are contained in this Reoffer Prospectus or are incorporated herein by reference. These forward-looking statements reflect our views with respect to future events and financial performance. The words "believe," "expect," "plans" and "anticipate" and similar expressions identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from such expectations are disclosed in this Reoffer Prospectus. All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of their dates. 2 We undertake no obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. THE COMPANY We are a medical products company that consists of the following two distinct business units: o Percutaneous Delivery Solutions Division: engages in the development, manufacture and distribution of venous vessel introducers for use in implanting pacing leads, central venous catheters, ports and hemo-dialysis catheters. This division distributes its products through original equipment manufacturer relationships with worldwide medical device companies. o Gynecology Division: engages in the development, manufacture and marketing of an incontinence diagnostic system directly to gynecology and urology clinics. This division's flagship product, the LuMax Fiber Optic Cystometry System, consists of a monitor and catheters and is used in over 850 clinics. A three person sales force, based in the United States, markets the LuMax. Our address is 15301 Highway 55 West, Plymouth, Minnesota 55447 and our telephone number is (763) 559-2613. Additional information about us is set forth in our Annual Report on Form 10-KSB for the year ended December 31, 2000, which is incorporated by reference in to this Reoffer Prospectus. USE OF PROCEEDS This Reoffer Prospectus relates to the reoffer and resale by certain selling shareholders identified in this prospectus of common stock that may be issued by us to them upon the exercise of options granted under our Plan. All net proceeds from the sale of the common stock will go to the shareholders who offer and sell their shares. We will not receive any part of the proceeds from such sales. We will, however, receive the exercise price of options when exercised by their holders. Any such proceeds will be contributed to working capital and will be used for general corporate purposes. 3 SELLING SHAREHOLDERS This Reoffer Prospectus relates to the reoffer and resale of shares issued or that may be issued to the selling shareholders under the Plan. The following table sets forth (i) the number of shares of common stock beneficially owned by each selling shareholder at March 27, 2001; (ii) the number of shares of common stock to be offered for resale by each selling shareholder (i.e., the total number of shares underlying options held by each selling shareholder irrespective of whether such options are presently exercisable or exercisable within sixty days of March 27, 2001); and (iii) the number and percentage of outstanding shares of common stock to be held by each selling shareholder after completion of the offering (assumes the sale of all shares offered pursuant to this Reoffer Prospectus).
- ---------------------------------------------------------------------------------------------------------- NUMBER OF SHARES OF COMMON NUMBER OF SHARES OF COMMON STOCK/PERCENTAGE OF CLASS STOCK BENEFICIALLY OWNED AT NUMBER OF SHARES TO BE TO BE OWNED AFTER NAME MARCH 27, 2001 (1) OFFERED FOR RESALE (2) COMPLETION OF THE OFFERING (1)(3) - ---------------------------------------------------------------------------------------------------------- Richard L. Little o Director 394,400(4) 4,000 390,400 / 9.36% - ---------------------------------------------------------------------------------------------------------- Richard F. Sauter o Director 28,400 9,000 19,400 / * - ----------------------------------------------------------------------------------------------------------
* Less than one percent (1) A person is deemed to be the beneficial owner of voting securities that can be acquired by such person within 60 days after the date hereof upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and that are currently exercisable (i.e., that are exercisable within 60 days from the date hereof) have been exercised. Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. (2) Consists of shares of common stock issuable upon the exercise of options both currently and not currently exercisable. We cannot assure you that the selling shareholders will exercise their options to purchase our common stock. (3) Assumes the sale of all shares offered pursuant to this Reoffer Prospectus. (4) Does not include approximately 30,000 shares owned by Mr. Little's adult children, as to which he disclaims beneficial ownership. The shares covered by this Reoffer Prospectus may be sold from time to time so long as this prospectus remains in effect; provided, however, that the selling shareholders are first required to contact our Corporate Secretary to confirm that this Reoffer Prospectus is in effect. We intend to distribute to each selling shareholder a letter describing the procedures that the selling shareholder may follow in order to use this prospectus to sell the shares and under what conditions the Reoffer Prospectus may not be used. The selling shareholders expect to sell the shares at prices then attainable, less ordinary brokers' commissions and dealers' discounts as applicable. PLAN OF DISTRIBUTION Neither we nor the selling shareholders have employed or expect to employ an underwriter for the sale of the shares by the selling shareholders. We will bear all expenses in connection with the preparation of this Reoffer Prospectus. The selling shareholders will bear all expenses associated with the sale of the shares. 4 The selling shareholders may offer their shares directly or through pledgees, donees, transferees or other successors in interest in one or more of the following transactions: o On any stock exchange or automated quotation system on which the shares of common stock may be listed at the time of sale o In negotiated transactions o In the over-the-counter market o In a combination of any of the above transactions The selling shareholders may offer their shares of common stock at any of the following prices: o Fixed prices, which may be changed o Market prices prevailing at the time of sale o Prices related to such prevailing market prices o At negotiated prices The selling shareholders may effect such transactions by selling shares to or through broker-dealers, and all such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). Any broker-dealer acquiring common stock from the selling shareholders may sell the shares either directly, in its normal market-making activities, through or to other brokers on a principal or agency basis or to its customers. Any such sales may be at prevailing market prices, prices related to such prevailing market prices or at negotiated prices to its customers or a combination of such methods. The selling shareholders and any broker-dealers that act in connection with the sale of the shares hereunder might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act; any commissions received by them and any profit on the resale of shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. Any such commissions, as well as other expenses incurred by the selling shareholders and applicable transfer taxes, are payable by the selling shareholders. The selling shareholders reserve the right to accept, and together with any agent of the selling shareholder, to reject in whole or in part any proposed purchase of the shares. The selling shareholders will pay any sales commissions or other seller's compensation applicable to such transactions. We have not registered or qualified offers and sales of shares under the laws of any country, other than the United States. To comply with certain states' securities laws, if applicable, the selling shareholders will offer and sell their shares in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the selling shareholders may not offer or sell shares unless we have registered or qualified such shares for sale in such states or we have complied with an available exemption from registration or qualification. The selling shareholders have represented to us that any purchase or sale of shares by them will comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our common stock (a "Distribution") from directly or indirectly bidding for, or purchasing for any account in which he or she has a beneficial interest, any of our common stock or any right to purchase our common stock, for a period beginning on the later of five business days prior to the determination of the offering price or such time that a person becomes a distribution participant and ending upon such person's completion of participation in the distribution (we refer to that time period as the "Distribution Period"). During the Distribution Period, Rule 104 under Regulation M prohibits the selling shareholders and any other persons engaged in the Distribution from engaging in any stabilizing bid or purchasing our common stock except for the purpose of preventing or retarding a decline in the open market price of our common stock. No such person may effect any stabilizing transaction to facilitate any offering at the market. Inasmuch as the selling shareholders will be reoffering and reselling our common stock at the market, Rule 104 prohibits them from effecting any 5 stabilizing transaction in contravention of Rule 104 with respect to our common stock. There can be no assurance that the selling shareholders will sell any or all of the shares offered by them hereunder or otherwise. LEGAL MATTERS Certain legal matters in connection with the issuance of the shares offered hereby have been passed upon for us by Leonard, Street and Deinard Professional Association, Minneapolis, Minnesota. EXPERTS The financial statements of MedAmicus, Inc. for December 31, 2000 and 1999, and for each of the two years in the period ended December 31, 2000 appearing in the MedAmicus, Inc. 2000 Annual Report on Form 10-KSB, incorporated by reference in this prospectus and in the registration statement of which this prospectus is a part, have been audited by McGladrey & Pullen, LLP independent certified public accountants upon the authority of such firm as experts in accounting and auditing. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is considered to be a part of this Reoffer Prospectus and information that we file later with the Securities and Exchange Commission will automatically update and replace this information. The documents listed below are incorporated herein by reference, and all documents subsequently filed by us pursuant to Sections 13, 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares of common stock offered pursuant to this registration statement have been sold or which deregisters all shares of common stock 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) Our Annual Report on Form 10-KSB for the year ended December 31, 2000, filed on March 14, 2001. (b) The description of our common stock contained in our registration statement on Form S-18 under the Securities Act, Registration No. 33-42112C, filed on August 6, 1991, including any amendment or report for the purpose of updating such description. (c) You may request a copy of these filings, excluding the exhibits to such filings that we have not specifically incorporated by reference in such filings, at no cost, by writing or telephoning us at the following address: MedAmicus, Inc., 15301 Highway 55 West, Plymouth, Minnesota 55447, Attn: James D. Hartman. DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of an action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our 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. 6 WHERE YOU CAN FIND MORE INFORMATION With respect to the securities being offered pursuant to this Reoffer Prospectus, we have filed with the Securities and Exchange Commission a registration statement on Form S-8, together with exhibits and documents incorporated by reference in the registration statement, under the Securities Act. This Reoffer Prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the Securities and Exchange Commission. For further information regarding MedAmicus and the common stock offered, please see the registration statement, exhibits and the documents incorporated by reference in the registration statement. We are subject to the informational requirements of the Exchange Act and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Rooms maintained by the Securities and Exchange Commission at any of the following locations: Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available to the public from commercial document retrieval services and the Securities and Exchange Commission's website (http://www.sec.gov). 7 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The documents listed below are incorporated herein by reference and all documents subsequently filed by us pursuant to Sections 13, 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares of common stock offered pursuant to this registration statement have been sold or which deregisters all shares of common stock then remaining unsold, shall be deemed to incorporate by reference in this registration statement and to be a part hereof from the date of filing such documents: (a) Our Annual Report on Form 10-KSB (Commission File No. 0-19467) filed on March 14, 2001; (b) The description of our common stock contained in our registration statement on Form S-18 under the Securities Act, Registration No. 33-42112C, filed on August 6, 1991, including any amendment or report for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Section 302A.521 of the Minnesota Business Corporation Act requires us to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to us, against judgments, penalties, fines, including reasonable expenses, if such person (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit and a statutory procedure has been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; (5) in the case of acts or omissions occurring in the person's performance in the official capacity of director, or for a person not a director, in the official capacity of officer, committee member, employee or agent, reasonably believed that the conduct was in the best interests of the company, or, in the case of performance by a director, officer, employee or agent of the company as a director, officer, partner, trustee, employee or agent or another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interest of the Company. In addition, Section 302A.521, subd. 3 requires payment by us, upon written request, of reasonable expenses in advance of final disposition in certain instances. A decision as to required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, by a designated committee of the Board, by special legal counsel, by the shareholders, or by a court. As permitted by the Minnesota Business Corporation Act, our Articles of Incorporation eliminate the liability of our directors for monetary damages arising from any breach of fiduciary duties as a member of our Board of Directors (except as expressly prohibited by Minnesota Business Corporation Act, Section 302A.251, Subd. 4). For information regarding our undertaking to submit to adjudication the issue of indemnification for violation of the securities laws, see Item 9 hereof. II-1 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit Index 4.1* MedAmicus, Inc. 1996 Non-Employee Director and Medical Advisory Board Stock Option Plan. 5.1* Opinion of Leonard, Street and Deinard. 23.1* Consent of McGladrey & Pullen, LLP, independent auditors. 23.2* Consent of Leonard, Street and Deinard (included in its opinion filed as Exhibit 5.1). 24.1* Powers of Attorney (included on signature page to this Registration Statement). * Filed herewith. ITEM 9. UNDERTAKINGS. A. We hereby undertake: (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 the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if the Registration Statement is on Form S-8, and if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purposes 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; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee II-2 benefit plan's annual report pursuant to Section 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. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company 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 a 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. (6) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, a copy of our latest annual report to stockholders that is incorporated by reference in the Reoffer Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is 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. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-8 and have duly caused this Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Plymouth, State of Minnesota on this 28th day of March, 2001. MedAmicus, Inc. By: /s/ James D. Hartman President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James D. Hartman, and each of them, 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 or 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, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite necessary to be done in and about the premises, 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. SIGNATURE TITLE DATE /s/ James D. Hartman President, Chief Financial Officer, March 28, 2001 Secretary and Director (Principal Executive Officer and Principal Financial Officer) /s/ Thomas L. Auth Director March 28, 2001 / / Richard L. Little Chairman of the Board, Director March __, 2001 /s/ Richard F. Sauter Director March 28, 2001 /s/ Michael M. Selzer Director March 28, 2001 II-4 EX-4 2 meda010606_ex4-1.txt EXHIBIT 4.1 1996 STOCK OPTION PLAN EXHIBIT 4.1 MEDAMICUS, INC. 1996 NON-EMPLOYEE DIRECTOR AND MEDICAL ADVISORY BOARD STOCK OPTION PLAN 1. PURPOSE OF PLAN This Plan shall be known as the "MedAmicus, Inc. 1996 Non-Employee Director and Medical Advisory Board Stock Option Plan" and is hereinafter referred to as the "Plan." The purposes of the Plan are to attract and retain the best available personnel for service as members of the Board of Directors and Medical Advisory Board of MedAmicus, Inc. (the "Company") and to provide additional incentive to the non-employee directors and advisors to continue to serve on the Board of Directors and Medical Advisory Board, respectively, by affording them an opportunity to acquire a proprietary interest in the Company. It is intended that these purposes be effected through the granting of stock options as provided herein. 2. DEFINITIONS The following terms have the meanings set forth below, unless the context otherwise requires: (a) "ADVISOR" means a member of the Advisory Board. (b) "ADVISORY BOARD" means the Medical Advisory Board of the Company. (c) "BOARD" means the Board of Directors of the Company. (d) "CODE" means the Internal Revenue Code of 1986, as amended. (e) "COMMITTEE" means the group of individuals administering the Plan, as provided in Section 4 of the Plan. (f) "COMMON STOCK" means the common stock of the Company, par value $.01 per share (as such par value may be adjusted from time to time). (g) "DISABILITY" means the permanent and total disability of the Participant within the meaning of Section 22 (e) (3) of the Code. (h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (i) "FAIR MARKET VALUE" means, with respect to the Common Stock, the following: (i) If the Common Stock is listed or admitted to unlisted trading privileges on any national securities exchange or is not so listed or admitted but transactions in the Common Stock are reported on the NASDAQ National Market System, the last sale price of the Common Stock on such exchange or reported by the NASDAQ National Market System as of such date (or, if no shares were traded on such day, as of the next preceding day on which there was such a trade). (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or reported on the NASDAQ National Market System, and bid and asked prices therefor in the over-the-counter market are reported by the NASDAQ System or the National Quotation Bureau, Inc. (or any comparable reporting service), the average of the closing bid and asked prices as of such date, as so reported by the NASDAQ System, or, if not so reported thereon, as reported by the National Quotation Bureau, Inc. (or such comparable reporting service). (iii) If the Common Stock is not so listed or admitted to unlisted trading privileges, or reported on the NASDAQ National Market System, and such bid and asked prices are not so reported, such price as the Committee determines in good faith in the exercise of its reasonable discretion. (j) "NON-EMPLOYEE DIRECTOR" means a member of the Board that meets the requirements of Section 5(a) of the Plan. (k) "NON-STATUTORY STOCK OPTION" means a right to purchase Common Stock granted to an pursuant to the Plan that does not qualify as an Incentive Stock Option, within the meaning of Section 422 of the Code. (l) "OPTION" means a Non-Statutory Stock Option granted pursuant to this Plan. (m) "PARTICIPANT" means an individual who is eligible to receive and who receives one or more Options pursuant to the Plan. (n) "PERSON" means any individual, corporation, partnership, group, association or other "person" (as such term is used in Section 14 (d) of the Exchange Act), other than the Company, a wholly owned subsidiary of the Company or any employee benefit plan sponsored by the Company or a wholly owned subsidiary of the Company. (o) "PREVIOUSLY ACQUIRED SHARES" mean shares of Common Stock that are already owned by the Participant and shares of Common Stock that are to be acquired by the Participant pursuant to the exercise of an Option. (p) "RETIREMENT" means the retirement of a Participant pursuant to and in accordance with the regular or, if approved by the Board for purposes of the Plan, any early retirement plan or practice of the Company or Subsidiary then covering the Participant. (q) "SECURITIES ACT" means the Securities Act of 1933, as amended. (r) "SHARE" OR "SHARES" means one or more shares of Common Stock. (s) "SUBSIDIARY" means any subsidiary corporation of the Company within the meaning of Section 424(f) and (g) of the Code. 3. STOCK SUBJECT TO PLAN The stock to be subject to options under the Plan shall be shares of the Company's authorized Common Stock. Subject to the adjustment as provided in Section 14 hereof, the maximum number of Shares for which options may be exercised under this Plan shall be 100,000 Shares. Any Shares subject to an option under the Plan which, for any reason, expires or is terminated unexercised as to such Shares, shall be available for options thereafter granted during the term of the Plan and may be again subjected to an option under the Plan. 4. ADMINISTRATION OF PLAN The Plan shall be effective as of January 25, 1996, according to the terms and conditions herein, and, if required by Section 16 of the Exchange Act or the rules and regulations thereunder, subject to subsequent approval by the shareholders of the Company. The Plan shall be administered by the Board. The Board may authorize the compensation or other committee thereof, consisting of at least two (2) members appointed by the Board to exercise the powers conferred on the Board under the Plan, other than the power under Section 14 hereof to amend or terminate the Plan. The interpretation and construction by the Board or Committee of any provisions of the Plan or of any option granted hereunder shall be final. No member of the Board or Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder. 5. ELIGIBILITY AND GRANT (a) NON-EMPLOYEE DIRECTORS. Each member of the Board who satisfies all of the following criteria shall automatically be a Participant in the Plan: (i) Such member is not, and has not during the immediately preceding 12-month period been, an employee of the Company or any Subsidiary; and (ii) Such member does not hold any options to purchase Common Stock of the Company, except for stock options previously granted pursuant to the Plan or the 1992 Non-Employee Director Stock Option Plan. (b) ADVISORY BOARD MEMBERS. Each member of the Advisory Board who satisfies all of the following criteria shall be eligible to be a Participant in the Plan: (i) Such member is not, and has not during the immediately preceding 12-month period been, an employee of the Company or any Subsidiary; and (ii) Such member does not hold any options to purchase Common Stock of the Company, except for stock options previously granted pursuant to the Plan. 6. NON-EMPLOYEE DIRECTOR OPTIONS (a) GRANT OF NON-EMPLOYEE DIRECTOR OPTIONS. (i) Initial Non-Employee Director Option Grants. Each Non-Employee Director first elected or appointed to the Board at any time after February 1, 1996, shall receive, by virtue of serving as a Non-Employee Director of the Company, an initial grant of a Non-Statutory Stock Option to purchase 5,000 Shares which shall be deemed to be granted to a Non-Employee Director immediately after the Non-Employee Director's initial election or appointment to the Board. Each Non-Employee Director who was a Non-Employee Director of the Company on January 1, 1996, shall receive, by virtue of serving as a Non-Employee Director, an initial grant of a Non-Statutory Stock Option to purchase 5,000 shares which shall be deemed to be granted to such Non-Employee Director on the effective date of this Plan. Each option granted under this Section 6(a)(i) is referred to herein as an Initial Non-Employee Director Option. After receiving an Initial Non-Employee Director Option, a Non-Employee Director shall not receive any additional Initial Non-Employee Director Options. Non-Employee Directors as of February 1, 1996 and directors who, as, of the date of initial election or appointment to the Board, are or were employees of the Company or any Subsidiary and later become Non-Employee Directors shall not receive Initial Non-Employee Director Options. (ii) Annual Non-Employee Director Option Grants. For the Annual Meeting of Shareholders in April 1996 and for each Annual Meeting of Shareholders thereafter during the term of this Plan, each Non-Employee Director serving as a Non-Employee Director of the Company for a period of at least 12 months prior to such Annual Meeting and who continues to serve as a Non-Employee Director immediately following such Annual Meeting shall be granted, by virtue of serving as a Non-Employee Director of the Company, a Non-Statutory Stock Option to purchase 1,000 Shares (each, an "Annual Non-Employee Director Option"). Such Annual Non-Employee Director Option shall be deemed to be granted to each Non-Employee Director immediately after the Annual Meeting and shall be granted regardless of whether or not such Non-Employee Director previously received, or simultaneously receives, an Initial Non-Employee Director Option. (b) EXERCISABILITY. (i) Initial Non-Employee Director Options shall vest and become exercisable cumulatively as follows: On the last day of the calendar month in which the Initial Non-Employee Director Option is granted, 1,250 Shares shall become vested and exercisable. An additional 1,250 Shares covered by such Initial Non-Employee Director Option shall become vested and exercisable on the date of each annual re-election of such Non-Employee Director thereafter. (ii) Annual Non-Employee Director Options shall vest and become exercisable cumulatively on a monthly basis, as follows: On the last day of each of the first eleven calendar months following the calendar month in which the Annual Non-Employee Director Option is granted, 83 Shares shall become vested and exercisable. On the earlier of (i) the first anniversary of the grant of the Annual Non-Employee Director Option or (ii) the date of the first Annual Meeting of Shareholders following the grant of the Annual Non-Employee Director Option, 87 Shares shall become vested and exercisable. Notwithstanding the foregoing, vesting of a Non-Employee Director Option shall accelerate and the Non-Employee Director Option shall become immediately exercisable in full in accordance with Section 15 hereof. Each Non-Employee Director Option, to the extent exercisable, shall be exercisable in whole or in part. (c) TERM. Subject to Section 12 hereof, Non-Employee Director Options shall expire at the earlier of (i) the 10-year anniversary date of the grant of the Non-Employee Director Option, or (ii) except as otherwise provided in Section 15 hereof, one year after the date the Non-Employee Director ceases to be a director of the Company to the extent that such Option was vested on the date of termination. In no event shall any Non-Employee Director Option be exercisable at any time after its expiration date. When a Non-Employee Director Option is no longer exercisable, it shall be deemed to have lapsed or terminated. (d) EXERCISE PRICE. The purchase price of each Share subject to a Non-Employee Director Option shall be the Fair Market Value per Share on the date of grant. A Non-Employee Director may exercise a Non-Employee Director Option using as payment any form of consideration provided for in Section 8 hereof. 7. ADVISORY COMMITTEE MEMBER OPTIONS. (a) GRANT OF ADVISOR OPTIONS. An Advisor may be granted from time to time one or more Non-Statutory Stock Options under the Plan and such Advisor Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. (b) EXERCISABILITY. An Advisor Option shall become exercisable at such times and in such installments (which may be cumulative) as shall be determined by the Committee in its sole discretion at the time the Advisor Option is granted. (c) TERM. Subject to Section 12 hereof, the duration of Advisor Options shall be fixed by the Committee in its sole discretion at its date of grant. (d) EXERCISE PRICE. The per share purchase price to be paid by the Advisor at the time an Advisor Option is exercised shall be determined by the Committee in its sole discretion at the time the Advisor Option is granted; provided, however, that such price shall not be less than 85% of the Fair Market Value of one share of Common Stock on the date the Advisor Option is granted. 8. PAYMENT OF EXERCISE PRICE. The purchase price of each Share subject to Options granted under the Plan shall be payable at the time written notice of exercise is given to the Company. Payment for Shares issued upon exercise of an option may consist of cash, check, exchange of Previously Acquired Shares (by tendering to the Company shares previously owned by the Participant which have a Fair Market Value on the date of exercise equal to the option price), or a combination thereof. 9. OPTION AGREEMENT Each Option granted under this Plan shall be evidenced by a stock option agreement between the Company and the Participant to whom the option is granted. 10. EXERCISE OF OPTION (a) The exercise of any Option may be contingent upon receipt from the Participant (or other person rightfully exercising the option) of a representation that, at the time of such exercise, it is his or her present intention to acquire the Shares received thereunder for investment and not with a view to distribution thereof. Certificates for Shares so issued may be restricted as to transfer upon advice of legal counsel that such restriction is appropriate to comply with applicable securities laws. (b) The exercise of any Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise will not violate any state or federal securities or other laws. The Company may, in its sole discretion, defer the effectiveness of any Option exercised hereunder in order to permit registration or an exemption from registration for such issuance of Shares for the purpose of compliance with applicable federal and state securities laws. (c) A Participant electing to exercise an Option shall give written notice to the Company of such election and of the number of Shares subject to such exercise. The full purchase price of such Shares shall be tendered with such notice of exercise. Until such person has been issued a certificate or certificates for the Shares subject to such exercise, he or she shall possess no rights as a shareholder with respect to such Shares. 11. RIGHT TO TERMINATE SERVICE Nothing in the Plan or in any agreement hereunder shall confer on any Participant any right to continue as a Director or Advisor of the Company or affect, in any way, the right of the Company to terminate his or her service as a Director or Advisor at any time. 12. SUSPENSION OR TERMINATION OF OPTIONS If the President of the Company or his or her designee reasonably believes that a Participant has committed an act of misconduct, the President may suspend the Participant's right to exercise any Option pending a determination by the Board (excluding the Director accused of such misconduct). If the Board (excluding the Director accused of such misconduct) determines that the Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the Company, breach of fiduciary duty or deliberate disregard of Company rules or policies resulting in loss, damage or injury to the Company, or if a Participant makes an unauthorized disclosure of any Company trade secret or confidential information, engages in any conduct constituting unfair competition, induces any Company customer to breach a contract with the Company, or induces any principal for whom the Company acts as agent to terminate such agency relationship, neither the Participant nor his or her estate shall be entitled to exercise any Option whatsoever. In making such a determination, the Board (excluding the Director accused of such misconduct) shall give the Participant an opportunity to appear and present evidence on the Participant's behalf at a hearing before the Board. 13. NON-TRANSFERABILITY No Option granted under the Plan shall be transferable by a Participant, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act or the rules thereunder. During the lifetime of a Participant, the Option shall be exercisable only by such Participant. 14. DILUTION OR OTHER ADJUSTMENTS If there shall be any change in the Shares of the Company through merger, consolidation, reorganization, recapitalization, stock dividend (of whatever amount), stock split or other change in the corporate structure, appropriate adjustments in the Plan and outstanding options shall be made by the Board. In the event of any such changes, adjustments shall include, where appropriate, changes in the aggregate number of Shares subject to the Plan and in the number of Shares and the price per Share subject to outstanding options, in order to prevent dilution or enlargement of option rights. 15. CHANGE OF CONTROL OF THE COMPANY. In the event of a Change in Control (as hereinafter defined), an Option granted to a Participant shall become fully exercisable if, within one year of such Change in Control, such Participant shall cease for any reason to be a member of the Board or Advisory Board, as the case may be. Any exercise of an Option permitted by these Change of Control provisions may be made at any time during the remaining term of the Option. A Change in Control shall be deemed to have occurred if (i) there shall be consummated (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which Shares would be converted into cash, securities, or other property, other than a merger in which shareholders of the Company immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "1934 Act")) shall become the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of 30% or more of the Company's outstanding Common Stock; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board of Directors shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new Director was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of the period. 16. AMENDMENT OR DISCONTINUANCE OF PLAN The Board may amend or discontinue the Plan at any time provided, however, that, if necessary to maintain the Plan in compliance with Exchange Act Rule 16b-3, the Plan may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Further, if necessary to maintain the Plan in compliance with Exchange Act Rule 16b-3, no amendment of the Plan shall, without shareholder approval: (i) increase by more than 10% the number of Shares issuable under the Plan (not including increases to reflect stock splits and stock dividends); (ii) change the eligibility requirements or the limits on Options; (iii) decrease the minimum option price; (iv) extend the maximum option term; or (v) materially increase the benefits which may accrue to Participants under the Plan. Except as provided in Section 12 hereof, the Board shall not alter or impair any Option previously granted under the Plan without the consent of the holder of the Option. 17. TERMINATION OF PLAN Unless the Plan shall have been discontinued as provided in Section 16 hereof, the Plan shall terminate on January 31, 2006. No Option may be granted after such date, but termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option granted prior to termination of the Plan. 18. SHAREHOLDER APPROVAL Provided that approval of the Company's shareholders is required under Section 16 of the Exchange Act and the rules and regulations thereunder, the Plan shall be null and void, and each option granted hereunder shall be null and void, if the shareholders of the Company shall not have approved the Plan prior to January 31, 1997. EX-5 3 meda010606_ex5-1.txt EXHIBIT 5.1 LEGAL OPINION EXHIBIT 5.1 March 28, 2001 Ivy S. Bernhardson (612) 335-1517 MedAmicus, Inc. 15301 Highway 55 West Plymouth, MN 55447 RE: MedAmicus, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to MedAmicus, Inc., a Minnesota corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the registration by the Company of an aggregate of 13,000 shares of its Common Stock, par value $.01 per share (the "Shares"), for its 1996 Non-Employee Director and Medical Advisory Board Stock Option Plan. As such counsel, we have examined copies of the articles of incorporation and bylaws of the Company, each as amended to date, minutes of various meetings of the Board of Directors of the Company and the original or copies of all such records of the Company and all such agreements, certificates of public officials, certificates of officers and representatives of the Company and others, and such other documents, papers, statutes, and authorities as we have deemed necessary to form the basis of the opinion hereinafter expressed. In such examinations, we have assumed the genuineness of signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies thereof. As to various questions of fact material to such opinion, we have relied upon certificates of officers and representatives of the Company and others. Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that (i) the Shares have been duly authorized, and (ii) when issued, delivered and paid for in accordance with the applicable plan referred to in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. We express no opinion with respect to laws other than those of the State of Minnesota and the federal laws of the United States of America, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. We hereby consent to your filing a copy of this opinion as an exhibit to the Registration Statement and to its use as part of the Registration Statement. We are furnishing this opinion to the Company solely for its benefit in connection with the Registration Statement as described above. It is not to be used, circulated, quoted or otherwise referred to for any other purpose. Other than the Company, no one is entitled to rely on this opinion. Very truly yours, LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION /s/ Ivy S. Bernhardson Ivy S. Bernhardson EX-23 4 meda010606_ex23-1.txt EXHIBIT 23.1 CONSENT OF IND ACCTS EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS We hereby consent to the incorporation by reference in the registration statement of MedAmicus, Inc. (the "Corporation") on Form S-8 related to the 1996 Non-Employee Director and Medical Advisory Board Stock Option Plan of our report dated January 19, 2001 (January 23, 2001, as to Note 5), with respect to the financial statements of the Corporation included in the annual report on Form 10-KSB for the year ended December 31, 2000. We also consent to the reference to us under the caption "Experts" in the Registration Statement. /s/ McGladrey & Pullen, LLP McGladrey & Pullen, LLP Minneapolis, Minnesota March 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----