-----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, Ti7OrWoTDyHGhvRpLPglk1D9w17OgwB+ffLQWn7EHMCuBf9wMBAWZ44FFk+NLli8 wNG8517iecVMRPdkL7Vdtg== 0000950170-98-000192.txt : 19980210 0000950170-98-000192.hdr.sgml : 19980210 ACCESSION NUMBER: 0000950170-98-000192 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980209 EFFECTIVENESS DATE: 19980209 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/ CENTRAL INDEX KEY: 0000847464 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 652954561 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45845 FILM NUMBER: 98525474 BUSINESS ADDRESS: STREET 1: 3125 NOLT RD CITY: LANCASTER STATE: PA ZIP: 17631 BUSINESS PHONE: 7178926770 MAIL ADDRESS: STREET 1: 3125 NOLT RD CITY: LANCASTER STATE: PA ZIP: 17601 S-8 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDICAL TECHNOLOGY AND INNOVATIONS, INC. ------------------------ (Name of small business issuer in its charter) FLORIDA 65-2954561 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3125 Nolt Road, Lancaster, PA 17601 (Address of principal place of business) (zip code) Medical Technology and Innovations, Inc. Consultant Stock Compensation Plan (Full title of the plan) Eric P. Littman, Esq., 7695 S.W. 104th Street, Suite 210, Miami, FL 33156; Tel: (305) 663-3333 (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE FEE(1) - ------------------- ------------ ---------------- ------------------ ------------ Common Stock 900,000(2) $0.30 $270,000 $100 No par Shares - ---------- (1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of calculating the Registration Fee, which is based on the closing sale price of the Company's Common Stock on January 30, 1998 as reported on the OTC Electronic Bulletin Board. (2) Represents the maximum number of shares to which options may be granted under the Medical Technology and Innovations, Inc. Consultant Stock Compensation Plan (the "Plan").
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents which have been heretofore filed with the Securities and Exchange Commission (the "Commission") by the Registrant (File No. 33-27610-A) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997; (2) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to above; and (3) The description of the Common Stock of the Registrant contained in the Registrant's Registration Statement. All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Bylaws of the Registrant contain provisions which provide for the indemnification of directors, officers, and other employees or agents of the Registrant properly appointed to serve in an official capacity who while acting in good faith, in the best interests of the Registrant, and within the scope of their offices, are or are threatened to be named as a defendant or respondent in a civil 1 or criminal action. The extent of the indemnification is limited to judgements, penalties, fines, settlements and reasonable expenses actually incurred. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. * 5.1 Opinion of Eric P. Littman, P.A. * 10.1 Medical Technology and Innovations, Inc. Consultant Stock Compensation Plan * 23.1 Consent of Simon Lever & Company 23.2 Consent of Eric P. Littman, P.A. (contained in the opinion filed as Exhibit 5.1 hereof). (* filed herewith) Item 9. Undertakings. The Registrant hereby undertakes: (a)(1) to file, during any period in which it offers or sells securities, a post effective amendment to this registration statement to include any prospectus required by Section 10(a)(3) of the Securities Act; (2) that, for the purpose of determining any liability under the Securities Act of 1933, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering; (3) to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer 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 2 against such liabilities (other than the payment by the 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 Company will, unless in the opinion of this counsel that 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 jurisdiction of such issue. S I G N A T U R E S 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, in the City of Lancaster, Pennsylvania. on January 30, 1998. MEDICAL TECHNOLOGY AND INNOVATIONS, INC. By:/s/ ROBERT BRENNAN ------------------------------- Robert Brennan, President 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/ JEREMY FEAKINS Director 2/6/98 - -------------------- Jeremy Feakins /s/ JOHN BEHRMANN Director 2/6/98 - -------------------- John Behrmann /s/ MATTHEW CRIMMINS Director 2/6/98 - -------------------- Matthew Crimmins /s/ WILLIAM SCOTT Director 2/6/98 - -------------------- William Scott 3 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 5.1 Opinion of Eric P. Littman, P.A. 10.1 Medical Technology and Innovations, Inc. Consultant Stock Compensation Plan 23.1 Consent of Simon Lever & Company EX-5.1 2 OPINION OF ERIC P. LITTMAN, P.A. EXHIBIT 5.1 February 5, 1998 Board of Directors Medical Technology, Inc. 3125 Nolt Road Lancaster, PA 17601 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about February 9, 1998, in connection with the registration under the Securities Act of 1933, as amended, of 900,000 shares of the Company's Common Stock, no par value (exclusive of any securities associated therewith, the "Stock") to be sold by you pursuant to the Company's Consultant Stock Compensation Plan. (the "Purchase Plan"). As your counsel, we have examined the proceedings relating to and action taken by you in connection with the adoption of the Purchase Plan. It is our opinion that the 900,000 shares of the Stock that may be issued and sold by the Company pursuant to the Plan, when issued and sold in the manner provide in the Plan, will be validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Commission thereunder. Very truly yours, /s/ ERIC P. LITTMAN - ------------------- Eric P. Littman EPL/ic EX-10.1 3 CONSULTANT STOCK COMPENSATION PLAN EXHIBIT 10.1 CONSULTANT STOCK COMPENSATION PLAN I. PURPOSE OF THE PLAN. The purpose of this Plan is to further the growth of Medical Technology and Innovations, Inc. and its Subsidiaries (together being the "Company") by allowing the Company to compensate consultants and certain other persons who have provided bona fide services to the Company, through the award of Common Stock of the Company. II. DEFINITIONS. Whenever used in this Plan, the following terms shall have the meanings set forth in this Section: 1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to purchase Common Stock made under this Plan. 2. "Board of Directors" means the Board of Directors of the Company. 3. "Code" means the Internal Revenue Code of 1986, as amended. 4. "Common Stock" means the Common Stock of the Company. 5. "Date of Grant" means the day the Board of Directors authorized the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular Award will become effective. 6. "Consultant" means any person or entity (i) who has rendered or will render bona fide services to the Company, and (ii) who, in the opinion of the Board of Directors, are in a position to make, or who have previously made, a significant contribution to the success of the Company. 7. "Subsidiary" means any corporation that is a subsidiary with regard to as that term is defined in Section 424(f) of the Code. III. EFFECTIVE DATE OF THE PLAN. The effective date of this Plan is January 31, 1998. IV. ADMINISTRATION OF THE PLAN. The Board of Directors will be responsible for the administration of this Plan, and will grant Awards under this Plan. Subject to the express provisions of this Plan and applicable law, the Board of Directors shall have full authority and sole and absolute discretion to interpret this Plan, to 1 prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Board of Directors on the matters referred to in this Section shall be conclusive. The Board of Directors shall have sole and absolute discretion to amend this Plan. No member of the Board of Directors shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct. V. STOCK SUBJECT TO THE PLAN. The maximum number of shares of Common Stock as to which Awards may be granted under this Plan is 900,000 shares which number represents 900,000 shares not yet issued under the Plan. The Board of Directors may increase the maximum number of shares of Common Stock as to which Awards may be granted at such time as it deems available. VI. PERSONS ELIGIBLE TO RECEIVE AWARDS. Awards may be granted only to Consultants. VII. GRANTS OF AWARDS. Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Consultants Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Consultant will relate, and the terms and conditions upon which an Award may be issued (including, without limitation, the date of exercisability, exercise price and term of any Award which constitutes an option or warrant to purchase Common Stock). No grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and regulations promulgated thereunder. VIII. DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after authorizing the grant of an Award, the Company shall deliver to the person who is the recipient of the Award, a certificate or certificates registered in that person's name, representing the number of shares of Common Stock that were granted. If applicable, each certificate shall bear a legend to indicate that the Common Stock represented by the certificate was issued in a transaction which was not registered under the Act, and may only be sold or transferred in a transaction that is registered under the Act or is exempt from the registration requirements of the Act. IX. RIGHT TO CONTINUED ENGAGEMENT. 2 Nothing in this Plan or in the grant of an Award shall confer upon any Consultant the right to continued engagement by the Company nor shall it interfere with or restrict in any way the rights of the Company to discharge any Consultant or to terminate any consulting relationship at any time. X. LAWS AND REGULATIONS. 1. The obligation of the Company to sell and deliver shares of Common Stock on the grant of an Award under this Plan shall be subject to the condition that counsel for the Company be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations. 2. This Plan is intended to meet the requirements of Rule 16b-3 in order to provide officers and directors with certain exemptions from Section 16(b) of the Securities Exchange Act of 1934, as amended. XI. TERMINATION OF THE PLAN. The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person granted an Award under this Plan prior to that date. XII. DELIVERY OF PLAN. A copy of this Plan shall be delivered to all participants, together with a copy of the resolution or resolutions of the Board of Directors authorizing the granting of the Award and establishing the terms, if any, of participation. 3 EX-23.1 4 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement of Medical Technology & Innovations, Inc. on Form S-8 (No. 33-27610-A) of our report dated November 25, 1997 on the consolidated financial statements of Medical Technology & Innovations, Inc. and subsidiaries which expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern uncertainty appearing in the Annual Report on Form 10-KSB of Medical Technology & Innovations, Inc. for the year ended June 30, 1997. /s/ SIMON LEVER & COMPANY Lancaster, Pennsylvania February 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----