-----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, VZR7LfxpaMmCrTpK9/+RlIy8kCAYFegZU+MKnwNtg6UjFeZA0d1iEqmF1CzPrsPO wmFd1jWn6dMKAzyxupDxuw== 0000950147-02-000603.txt : 20020501 0000950147-02-000603.hdr.sgml : 20020501 ACCESSION NUMBER: 0000950147-02-000603 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020501 EFFECTIVENESS DATE: 20020501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOLOGIC CORP CENTRAL INDEX KEY: 0000887151 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 860585310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-87334 FILM NUMBER: 02629679 BUSINESS ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6024375520 MAIL ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 S-8 1 e-8431.txt FORM S-8 OF ORTHOLOGIC CORP. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL ______, 2002 REGISTRATION NO. 333-____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORTHOLOGIC CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 86-0585310 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1275 WEST WASHINGTON, TEMPE, ARIZONA 85281 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ORTHOLOGIC CORP. 1997 STOCK OPTION PLAN (FULL TITLE OF THE PLAN) COPY TO: THOMAS R. TROTTER P. ROBERT MOYA, ESQ. CHIEF EXECUTIVE OFFICER QUARLES & BRADY STREICH LANG LLP ORTHOLOGIC CORP. One Renaissance Square 1275 West Washington Two North Central Avenue Tempe, Arizona 85281 Phoenix, Arizona 85004 (NAME AND ADDRESS OF AGENT FOR SERVICE) (602) 286-5520 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE ==================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED SHARE PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.0005 par value per share(1) 2,150,000 shares(2) (3)(4) $9,495,977(3) $920 ====================================================================================================================================
(1) The securities to be registered include options to acquire Common Stock. (2) The Plan provides for the possible adjustment of the number, price and kind of shares covered by options granted or to be granted in the event of certain capital or other changes affecting Registrant's Common Stock. This Registration Statement therefore covers, in addition to the above-stated shares, an indeterminate number of shares that may become subject to the Plan by means of any such adjustment. (3) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon (i) the aggregate exercise price of $3.6812 for the 1,385,597 shares underlying outstanding options, and (ii) as to the remaining 764,403 shares available, $5.75 per share, which is the average of the high and low sales prices of Registrant's Common Stock on April 22, 2002 as reported in the Nasdaq National Market. (4) The actual offering price will be determined in accordance with the terms of the Plan. However, with respect to an incentive stock option, in no event shall such price be less than 100% of the fair market value of Registrant's Common Stock on the date on which the option is granted. 1 INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. This Registration Statement covers 2,150,000 shares of common stock, which together with the 1,040,000 already registered, constitute 3,190,000 shares of common stock registered for issuance under the OrthoLogic Corp. 1997 Stock Option Plan. Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on September 12, 1997 (File No. 333-35507) is hereby incorporated by reference. EXHIBITS See the Exhibit Index which is incorporated herein by reference. 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 Phoenix, State of Arizona, on April 24, 2002. ORTHOLOGIC CORP. (Registrant) By: /s/ Thomas R. Trotter ------------------------------------ Thomas R. Trotter Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas R. Trotter and Sherry Sturman and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, 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 he 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. 2 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.
PERSON TITLE DATE - ------ ----- ---- /s/ THOMAS R. TROTTER Chief Executive Officer and Director April 15, 2002 - ---------------------------- (Principal Executive Officer) Thomas R. Trotter /s/ JOHN M. HOLLIMAN, III Chairman of the Board and Director April 15, 2002 - ---------------------------- John M. Holliman, III /s/ FREDRIC J. FELDMAN Director April 13, 2002 - ---------------------------- Fredric J. Feldman /s/ ELWOOD D. HOWSE, JR. Director April 12, 2002 - ---------------------------- Elwood D. Howse, Jr. /s/ AUGUSTUS A. WHITE, III Director April 22, 2002 - ---------------------------- Augustus A. White, III /s/ STUART H. ALTMAN, PH.D. Director April 22, 2002 - ---------------------------- Stuart H. Altman, Ph.D. /s/ SHERRY STURMAN Chief Financial Officer (Principal April 15, 2002 - ---------------------------- Financial and Accounting Officer) Sherry Sturman
3 ORTHOLOGIC CORP. (THE "REGISTRANT") (COMMISSION FILE NO. 0-21214) EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
EXHIBIT NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO FILED HEREWITH - -------------- ----------- ----------------------------------- -------------- 5 Opinion of Quarles & Brady X Streich Lang LLP 23.1 Consent of Deloitte & Touche LLP X Included in Exhibit 5 23.3 Consent of Counsel above 24 Powers of Attorney See signatures page 99.1 OrthoLogic Corp. 1997 Stock Option Exhibit 4.5 to the Registrant's Plan Form 10-Q for the quarter ended June 30, 1997
4 EX-5 3 ex5.txt OPINION & CONSENT OF QUARLES & BRADY ET AL EXHIBIT 5 (FORM S-8) April 2, 2002 OrthoLogic Corp. 1275 West Washington Tempe, Arizona 85281 Gentlemen: We are providing this opinion in connection with the Registration Statement of OrthoLogic Corp. (the "COMPANY") on Form S-8 (the "REGISTRATION STATEMENT") filed under the Securities Act of 1933, as amended (the "ACT"), with respect to the proposed sale of up to 2,150,000 additional shares of Common Stock, $0.0005 par value, of the Company (the "SHARES") pursuant to the OrthoLogic Corp. 1997 Stock Option Plan (the "PLAN"). We have examined (i) the Registration Statement; (ii) the Company's Amended and Restated Certificate of Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv) corporate proceedings relating to the adoption of the Plan and the issuance of the Shares; and (v) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials. Based upon the foregoing, it is our opinion that the Shares, when issued and paid for as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable by the Company. We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act. Very truly yours, /s/ QUARLES & BRADY STREICH LANG LLP QUARLES & BRADY STREICH LANG LLP EX-23.1 4 ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 (FORM S-8) CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of OrthoLogic Corp. on Form S-8 of our report dated February 19, 2002, appearing in the Annual Report on Form 10-K of OrthoLogic Corp. for the year ended December 31, 2002. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Phoenix, Arizona April 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----