-----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, NZmpshJjeux5QF5jj7qYAKLRyhSjrx9cXyixu+n+DQhivmjSt9gg0vLnsLEFGmht V5Bdxnf3DEsyVHVsUIT8pw== 0000893220-02-000186.txt : 20020414 0000893220-02-000186.hdr.sgml : 20020414 ACCESSION NUMBER: 0000893220-02-000186 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020226 EFFECTIVENESS DATE: 20020226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCALON MEDICAL CORP CENTRAL INDEX KEY: 0000862668 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330272839 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83392 FILM NUMBER: 02558432 BUSINESS ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD STREET 2: PLZ LEVEL CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106886830 MAIL ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT SURGICAL LASERS INC DATE OF NAME CHANGE: 19930328 S-8 1 w57882s-8.txt FORM S-8 FOR ESCALON MEDICAL CORP. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 2002 REGISTRATION NO. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESCALON MEDICAL CORP. (Exact name of registrant as specified in its charter) Pennsylvania 33-0272839 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 351 East Conestoga Road Wayne, Pennsylvania 19087 (Address of Principal Executive Offices) (Zip Code) ESCALON MEDICAL CORP. AMENDED AND RESTATED 1999 EQUITY INCENTIVE PLAN (Full title of plan) Richard J. DePiano Chairman and Chief Executive Officer Escalon Medical Corp. 351 East Conestoga Road Wayne, Pennsylvania 19087 (Name and address of agent for service) (610) 688-6830 (Telephone number, including area code, of agent for service) Copy to: Kathleen M. Shay, Esquire Duane Morris LLP 4200 One Liberty Place Philadelphia, Pennsylvania 19103-7396 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered Registered(1) price per share(2) offering price(2) registration fee - ------------------------------------------------------------------------------------------------ Common Stock, par value $.001 200,000 shares $2.34 $468,000.00 $43.06
(1) This registration statement also registers such additional shares as may be required to be issued under the Escalon Medical Corp. Amended and Restated 1999 Equity Incentive Plan in the event of a stock dividend, reverse stock split, split-up, reclassification and/or other similar event. (2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed on the basis of $2.34 per share, the average of the high and low sales prices of the Common Stock of the Company on the Nasdaq Small Cap Market on February 19, 2002, which is a day on which the Common Stock traded that is within five business days prior to the date of filing. INTRODUCTORY STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 The shares being registered hereunder constitute an additional 200,000 shares of Common Stock of Escalon Medical Corp. (the "Company") reserved for issuance under the Company's Amended and Restated 1999 Equity Incentive Plan (the "Plan"). The 235,000 shares of the Company's Common Stock initially reserved for issuance under the Plan were registered under the Securities Act of 1933 on Registration Statement No. 333-31138 on Form S-8. Subsequently, an additional 200,000 shares of the Company's Common Stock were reserved for issuance under the Plan and were registered under the Securities Act of 1933 on Registration Statement No. 333-54980 on Form S-8. Pursuant to General Instruction E to Form S-8, with respect to the registration of additional securities hereunder for issuance under the Plan, the contents of the Company's Registration Statement No. 333-31138 and the Company's Registration Statement No. 333-54980 are incorporated herein by reference. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following material is incorporated herein by reference: (a) The Annual Reports on Form 10-K of Escalon Medical Corp. (the "Company") for each of the fiscal years ended June 30, 2001 and June 30, 2000 as filed by the Company with the Securities and Exchange Commission (the "Commission") on September 28, 2001 and September 28, 2000, respectively. (b) The Company's Current Report on Form 8-K as filed by the Company with the Commission on November 13, 2001. (c) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 as filed by the Company with the Commission on November 14, 2001. (d) The description of the Company's Common Stock set forth in the Company's Registration Statement on Form 8-A filed by the Company with the Commission on September 30, 1993 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). All reports or other documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, in each case filed by the Company prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated herein by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the shares of Common Stock registered hereby will be passed upon for the Company by Duane Morris LLP, Philadelphia, Pennsylvania. As of January 17, 2002, attorneys of Duane Morris LLP who have recently provided substantive legal services to the Company owned 45,841 shares of the Company's outstanding Common Stock. II-1 ITEM 8. EXHIBITS. 4.1 Escalon Medical Corp. Amended and Restated 1999 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.14 to the Company's Form 10-Q Quarterly Report for the quarter ended September 30, 2001 that was filed with the Commission on November 14, 2001.) 5 Opinion of Duane Morris LLP. 23.1 Consent of Duane Morris LLP (included in its opinion filed as Exhibit 5). 23.2 Consent of Parente Randolph, LLC. 24 Power of Attorney (included on the signature pages hereto). II-2 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 Wayne, Pennsylvania on February 12, 2002. ESCALON MEDICAL CORP. By: /s/ Richard J. DePiano ------------------------------------ Richard J. DePiano Chairman and Chief Executive Officer Know all men by these presents, that each person whose signature appears below constitutes and appoints Richard J. DePiano and Harry M. Rimmer, and each or either of them, as such person's true and lawful attorneys-in-fact and agents, with full power of substitution, for such person, and in such person's name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ Richard J. DePiano Chairman and Chief Executive February 12, 2002 - -------------------------- Officer and a Director (principal Richard J. DePiano executive officer) /s/ Harry M. Rimmer Vice President - Corporate February 12, 2002 - -------------------------- Development and Finance Harry M. Rimmer (principal financial and accounting officer) /s/ Jay L. Federman, M.D. Director February 12, 2002 - -------------------------- Jay L. Federman, M.D.
II-3
Signature Title Date - --------- ----- ---- /s/ Fred G. Choate Director February 12, 2002 - -------------------------- Fred G. Choate Director February 12, 2002 - -------------------------- William Kwan Director February 12, 2002 - -------------------------- Jeffrey F. O'Donnell /s/ Anthony Coppola Director February 12, 2002 - -------------------------- Anthony Coppola
II-4 EXHIBIT INDEX (PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT NO. EXHIBIT REFERENCE - ----------- ------- --------- 4.1 Escalon Medical Corp. Amended and Restated * 1999 Equity Incentive Plan. 5 Opinion of Duane Morris LLP. Filed herewith 23.1 Consent of Duane Morris LLP (included in its Filed herewith opinion filed as Exhibit 5). 23.2 Consent of Parente Randolph, LLC Filed herewith 24 Power of Attorney (see page II-2 of this Filed herewith Registration Statement).
- ---------- * Incorporated by reference to Exhibit 10.14 to the Company's Form 10-Q Quarterly Report for the quarter ended September 30, 2001 that was filed with the Commission on November 14, 2001. II-5 EX-5 3 w57882ex5.txt OPINION OF DUANE MORRIS LLP. EXHIBIT 5 [Duane Morris LLP letterhead] February 26, 2002 The Board of Directors Escalon Medical Corp. 351 East Conestoga Road Wayne, Pennsylvania 19087 Gentlemen: We have acted as counsel to Escalon Medical Corp. (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 offer and sale by the Company of up to 200,000 shares (the "Shares") of Common Stock, par value $.001, of the Company, pursuant to the Company's Amended and Restated 1999 Equity Incentive Plan (the "Plan"). As counsel to the Company, we have supervised all corporate proceedings in connection with the preparation and filing of the Registration Statement. We have also examined the Company's Articles of Incorporation and Bylaws, as amended to date, the corporate minutes and other proceedings and the records relating to the authorization, sale and issuance of the Shares, and such other documents and matters of law as we have deemed necessary or appropriate in order to render this opinion. Based upon the foregoing, it is our opinion that each of the Shares, when issued and paid for in accordance with the terms and conditions of the Plan, will be duly authorized, legally and validly issued and outstanding and fully paid and nonassessable. We hereby consent to the use of this opinion in the Registration Statement, and we further consent to the reference to us under the heading "Interests of Named Experts and Counsel" in the Registration Statement. Sincerely, DUANE MORRIS LLP EX-23.2 4 w57882ex23-2.txt CONSENT OF PARENTE RANDOLPH,LLC EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Escalon Medical Corp. on Form S-8 of our reports dated August 18, 2000 and August 17, 2001 appearing in the Annual Reports on Form 10-K of Escalon Medical Corp. for the years ended June 30, 2000 and June 30, 2001, respectively. /s/ Parente Randolph, LLC Parente Randolph, LLC Philadelphia, Pennsylvania February 11, 2002 -----END PRIVACY-ENHANCED MESSAGE-----