-----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, EM6xBhJQG2R9g0vaPLGWAU5YGxs8oRPuuvp0ZqZrlLdfQ8AKeg7hs7+yoZV5yjXo bsKTbcrEciq17wm6xXagvg== 0000950170-97-000698.txt : 19970603 0000950170-97-000698.hdr.sgml : 19970603 ACCESSION NUMBER: 0000950170-97-000698 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970602 EFFECTIVENESS DATE: 19970602 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: 1933 Act SEC FILE NUMBER: 333-28255 FILM NUMBER: 97617928 BUSINESS ADDRESS: STREET 1: 1428 BRICKELL AVE 8TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 7178926770 MAIL ADDRESS: STREET 1: 3125 NOLT RD CITY: LANCASTER STATE: PA ZIP: 17601 S-8 1 As filed with the Securities and Exchange Commission on June 2, 1997. Registration Number 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 MEDICAL TECHNOLOGY AND INNOVATIONS, INC. Florida 65-2954561 State of Incorporation IRS EMPLOYEE IDENTIFICATION NUMBER STOCK COMPENSATION PLAN (Full title of Plan) Eric P. Littman, Esquire 1428 Brickell Avenue, 8th Floor Miami, Florida 33131 (305) 372-3322 (Name, Address and Telephone Number of Agent for Service) - ------------------------------------------------------------------------------- APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN: From Time to Time after this Registration Statement becomes Effective CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM AGGREGATE REGISTRATION OF SECURITIES TO BE REGISTERED OFFERING OFFERING PRICE FEE(1) REGISTERED PRICE PER SHARE - ------------------------------------------------------------------------------- Common Stock 100,000 $.30 $30,000 $100 No Par Value shares (1) Estimated solely for the purpose of calculating the registration fee on the based upon the average bid and asked price of the Common Stock on the OTC Electronic Bulletin Board on May 29, 1997. THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 100,000 Shares MEDICAL TECHNOLOGY AND INNOVATIONS, INC. Common Stock This Prospectus relates to 100,000 shares of common stock, no par value (the "Common Stock"), of Medical Technology and Innovations, a Florida corporation (the "Company"), issuable pursuant to Stock Compensation Plan described herein. The delivery of this Prospectus at any time does not imply that the information contained herein is correct as of any time subsequent to the date hereof. No person has been authorized to give any information or to make any representation other than as contained herein in connection with the offer contained in this Prospectus, and, if given or made, such information or representation must not be relied upon. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is May 25, 1997. 1 DESCRIPTION OF CONSULTANT STOCK OPTION PLAN In order to aid the future growth of the Company, the Company has adopted a Consultant Stock Option Plan. The purpose of the Plan is allow the Company to compensate consultants and certain other people who have provided bona fide services to the Company through the award of the Company's common stock. REGISTRATION OF THE SHARES Pursuant to the Agreement, the Company has agreed to register the Shares on a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, in connection with their original issuance to the consultant. This Prospectus relates to a Registration Statement on Form S-8 which was filed with the Securities and Exchange Commission on the date hereof and which became effective as of such filing. RESALE OF THE SHARES The Agreement does not impose any restrictions on the resale of the Shares. However, if a recipient of Shares is or becomes an "affiliate" of the Company, as such term is defined in Rule 144 promulgated under the Securities Act, at any such time, such person will be subject to the limitations on the amount of securities which may be sold imposed under Rule 144(e)(1). Rule 144(e)(1) generally provides that the number of shares of Common Stock which may be sold in any three month period may not exceed the greater of (i) 1% of the outstanding Common Stock as shown by the most recent published report of the Company or (ii) the average weekly reported volume of trading in the Common Stock, as reported through NASDAQ, for the four weeks preceding the filing of a notice of proposed sale of the Common Stock, if required under Rule 144(b) under the Securities Act, or preceding the date of receipt of the order to execute the transaction by the broker or the date of execution directly with a market maker. Additional information regarding the Agreement not set forth in this Prospectus may be obtained obtained from the Company at 3125 Nolt Road, Lancaster, PA 17601. CERTAIN FEDERAL INCOME TAX CONSEQUENCES At the time of issuance of the Shares, the consultant recognized ordinary income for federal income tax purposes in an amount equal to the then fair market value of the Shares received by such consultant. The consultant will recognize gain or loss on the subsequent sale of the Shares in an amount equal to the difference between the amount realized and the tax basis of such Shares, which will equal the amount included in the consultants' income by reason of the issuance of the Shares. Provided such Shares are held as a capital asset, such gain or loss will be long-term or short-term capital gain or loss depending upon whether the Shares have been held for more than one year. The Agreement is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, and is not qualified under Section 401(a) of the Code. 2 This discussion is only a summary of certain significant federal income tax consequences and each consultant should consult an independent tax adviser as to all of the federal and state income tax consequences relating to the receipt or sale of the Shares. CERTAIN INFORMATION The documents incorporated by reference in Item 3 of Part II of the Form S-8, and any other documents required to be delivered pursuant to Rule 428(b), promulgated under the Securities Act, are available from the Company, without charge, upon written or oral request. Requests for documents should be directed to the President of the Company. The documents incorporated by reference in Item 3 of Part II of the Form S-8 are also incorporated in this Prospectus by reference thereto. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INFORMATION INCORPORATED BY REFERENCE. The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(C), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. The following documents, which are on file with the Securities and Exchange Commission, are incorporated in this Registration Statement by reference: (a) the Registrant's: (i) latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act; (ii) the latest prospectus filed pursuant to Rule 4524(b) under the Securities and Exchange Act of 1933, as amended (the "Act"), which contains, either directly or by incorporation by reference, audited financial statements for the Registrant's latest fiscal year for which such statements have been filed,; or (iii) the Registrant's effective registration statement on Form S-18, if any, filed under the Exchange Act containing audited financial statements for the Registrant's latest fiscal year. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual reports or the prospectus referred to in (a) above. (c) The Registrant's definitive proxy statement or the information statement, if any, filed pursuant to Section 14 of the Exchange Act in connection with the latest annual meeting of its stockholders, and any definitive proxy or information statements so filed in connection with any subsequent special meeting of its stockholders. 3 (d) The description of the Common Stock which are contained in registration statements filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. (e) Information as to stock options, including the amount outstanding, exercises, prices and expiration dates, included in the Registrant's definitive proxy statement, described in (c) above and which will be included in the future either in the Registrant's proxy statements, annual reports or appendices to the prospectus. All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES The authorized capital common stock of the Company consists of 400,000,000 shares of Common Stock, no par value. Holders of the Common Stock do not have preemptive rights to purchase additional shares of Common Stock or other subscription fights. The Common Stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of Common Stock are entitled to share equally in dividends from sources legally available therefor when, as and if declared by the Board of Directors and, upon liquidation or dissolution of the Company, whether voluntary or involuntary, to share equally in the assets of the Company available for distribution to stockholders. All outstanding shares of Common Stock are validly authorized and issued, fully paid and nonassessable, and all shares to be sold and issued as contemplated hereby, will be validly authorized and issued, fully paid and nonassessable. The Board of Directors is authorized to issue additional shares of Common Stock, not to exceed the amount authorized by the Company's Certificate of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action. The above description concerning the Common Stock of the Company does not purport to be complete. Reference is made to the Company's Certificate of Incorporation and Bylaws which are available for inspection upon proper notice at the Company's offices, as well as to the applicable statutes of the State of Florida for a more complete description concerning the rights and liabilities of stockholders. Each holder of Common Stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of Common Stock do not have cumulative voting rights, the holders of more than 50 percent of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors. 4 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL No such interests. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS As permitted by the Florida Corporation Law, under the Company's Certificate of Incorporation and By-Laws, the Company shall to the fullest extent permitted by Florida Law, as the same shall be added and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section, and the indemnification provided for therein shall not be deemed exclusive of any other right to which any person may be entitled under any By-Law, resolution of shareholders, resolution of directors, agreement or otherwise, as permitted by said Article, as to action in any capacity in which he served at the request of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission, such indemnification is against public policy as expressed n the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, in connection with securities being registered, the Company 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 as to 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable ITEM 8. EXHIBITS The Exhibit Index immediately preceding the exhibits is attached hereto and incorporated herein by reference. ITEM 9. UNDERTAKINGS 1. The Registrant hereby undertakes: 5 (a) 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; (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) 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. (b) 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. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. 6 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 Lancaster, Pennsylvania this ___d day of May, 1997. MEDICAL TECHNOLOGY AND INNOVATIONS, INC. BY: /s/ JEREMY FEAKINS ---------------------------------------- Jeremy Feakins, Chief Executive Officer 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 5/30/97 - ---------------------------- Chief Executive Officer Jeremy Feakins /s/ ROBERT D. BRENNAN Director 5/30/97 - ---------------------------- Robert D. Brennan /s/ JOHN BERHMAN Director 5/30/97 - ---------------------------- John Berhman /s/ STEVEN GILL Director 5/30/97 - ---------------------------- Chief Financial Officer Steven Gill /s/ WILLIAM SCOTT Director 5/30/97 - ---------------------------- William Scott /s/ MATHEW CRIMMINS Director 5/30/97 - ---------------------------- Matthew Crimmins 7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Certificate of Incorporation of the Company (incorporated herein by reference to Form S-18 Registration Statement under the Securities Act of 1933 filed with the Commission on the 17th day of March, 1989, file number 33-27610- A). 3.2 By-Laws of the Company (incorporated herein by reference to Form S-18 Registration Statement under the Securities Act of 1933 filed with the Commission on the 17th day of March, 1989, file number 33-27610-A). 4.1 Consultant Stock Compensation Plan 5.3 Opinion of Eric P. Littman, P.A. 24.1 Consent of Eric P. Littman, P.A. (contained in 5.3) 24.2 Consent of Simon Lever & Company 8 EX-4.1 2 EXHIBIT 4.1 MEDICAL TECHNOLOGY AND INNOVATIONS, INC. 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 the Company's Common Stock. II. Definitions. Whenever used in this Plan, the following terms shall have the meanings set forth in this Section: a. "Award" means any grant of (i) Common Stock or (ii) options or warrants to purchase Common Stock made under this Plan. b. "Board of Directors" means the Board of Directors of the Company. c. "Code" means the Internal Revenue Code of 1986, as amended. d. "Common Stock" means the Common Stock of the Company. e. "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. f. "Consultant" means any person or entity (i) who has rendered or will render bona fide services to the Company, (ii) who is not an employee of the Company, and (iii) 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. g. "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 May 28, 1997. IV. Administration of the Plan. 1 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 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 100,000 shares which number represents 100,000 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 Employee 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 2 registered under the Act or is exempt from the registration requirements of the Act. IX. Right to Continued Engagement. 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. Withholding of Taxes. If subject to withholding tax, the Company shall be authorized to require that the Consultant or other appropriate person remit to the Company an amount sufficient to satisfy any federal, state or local withholding requirements. If and to the extent that withholding is required, the Board of Directors may permit the Consultant to elect to withhold from the shares to be issued hereunder a sufficient number of shares to satisfy the Company's withholding obligations. XII. 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. XIII. 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-5.2 3 EXHIBIT 5.3 May 30, 1997 Board of Directors Medical Technology, Inc. 255 Butler Avenue Suite 101 Lancaster, P.A. 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 May 30, 1997, in connection with the registration under the Securities Act of 1933, as amended, of 100,000 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, as amended (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 100,000 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-24.2 4 EXHIBIT 24.2 May 30, 1997 Board of Directors Medical Technology, Inc. 255 Butler Avenue Suite 101 Lancaster, PA 17601 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our most recent report filed with the Commission, and references to our firm included in this S-8 registration statement. /s/ SIMON LEVER & COMPANY - ------------------------------ Simon Lever & Company -----END PRIVACY-ENHANCED MESSAGE-----