-----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, TsZANzfIpcQNVU9Su7qktBaDAbOx72JvJ3xoEfFsHctdzwY+1O26jmMk2AICPDcz fAnvNQ/jqxXRM6FHFNXtkA== 0000950147-97-000630.txt : 19970918 0000950147-97-000630.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950147-97-000630 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970912 EFFECTIVENESS DATE: 19970912 SROS: NASD 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: SEC FILE NUMBER: 333-35505 FILM NUMBER: 97679514 BUSINESS ADDRESS: STREET 1: 2850 S 36TH ST #16 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6024375520 MAIL ADDRESS: STREET 1: 2850 S 36TH ST STREET 2: SUITE 16 CITY: PHOENIX STATE: AZ ZIP: 85034 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 12, 1997 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.) 2850 South 36th Street #16, Phoenix, Arizona 85034 (Address of Principal Executive Offices) (Zip Code) -------- ORTHOLOGIC CORP. 1987 STOCK OPTION PLAN (Full title of the plan) -------- Allan M. Weinstein Copy to: Chief Executive Officer P. Robert Moya, Esq. ORTHOLOGIC CORP. QUARLES & BRADY 2850 South 36th Street, #16 One East Camelback Road Phoenix, Arizona 85034 Suite 400 Phoenix, Arizona 85012-1659 (Name and address of agent for service) ---------- (602) 437-5520 (Telephone number, including area code, of agent for service) --------
CALCULATION OF REGISTRATION FEE =================================================================================================================================== Proposed Proposed maximum maximum Amount to be offering price per aggregate offering Amount of Title of securities to be registered registered share price registration fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.0005 par value per share(1) 160,000 shares(2) (3)(4) $1,029,375.00(3) $311.93 ===================================================================================================================================
(1) This registration includes a right to purchase one one-hundredth of a share of Series A Preferred Stock appertaining to each share of Common Stock covered hereby pursuant to a Rights Agreement, dated as of March 6, 1997, between Orthologic Corp. and Bank of New York. (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 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 $833,437.50 for the 127,000 shares underlying outstanding options, and (ii) as to the remaining 33,000 shares available, 5-15/16 per share, which is the average of the high and low sales prices of Registrant Common Stock on September 8, 1997 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 Common Stock on the date on which the option is granted. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. In accordance with General Instruction E to Form S-8 and because this Registration Statement only registers additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same employee benefit plan is effective, the contents of the following documents filed by Orthologic Corp. (the "Registrant") (Commission File No. 0-21214) with the Securities and Exchange Commission are incorporated herein by reference: 1. The Registrant's Registration Statement on Form S-8 filed on May 17, 1994 (Registration No. 33- 79010) relating to the Registrant's Stock Option Plan. 2. The Registrant's Registration Statement on Form S-8 filed on February 6, 1996 (Registration No. 333-1268) relating to the Registrant's Stock Option Plan. 3. The Registrant's Registration Statement on Form S-8 filed on August 8, 1996 (Registration No. 333-09785) relating to the Registrant's Stock Option Plan. Item 8. Exhibits. See Exhibit Index following Signatures page in this Registration Statement, which Exhibit Index 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 September 11, 1997. ORTHOLOGIC CORP. (Registrant) By: /s/ Allan M. Weinstein ------------------------------------- Allan M. Weinstein Chief Executive Officer ------------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Allan M. Weinstein and Allen R. Dunaway 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. -------------------- 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 - ------ ----- ---- Chief Executive Officer and /s/ Allan M. Weinstein Director (Principal Executive Officer) September 11, 1997 - -------------------------------------------- Allan M. Weinstein /s/ John M. Holliman III Chairman of the Board and Director September 11, 1997 - -------------------------------------------- John M. Holliman, III /s/ Fredric J. Feldman Director September 11, 1997 - -------------------------------------------- Fredric J. Feldman /s/ Elwood D. Howse, Jr. Director September 11, 1997 - -------------------------------------------- Elwood D. Howse, Jr. /s/ Augustus A. White III, M.D. Director September 11, 1997 - -------------------------------------------- Augustus A. White, III /s/ Allen R. Dunaway Vice President and Chief Financial - -------------------------------------------- Officer (Principal Financial and Allen R. Dunaway Accounting Officer) September 11, 1997
ORTHOLOGIC CORP. (the "Registrant") (Commission File No. 0-21214) EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
Exhibit Description Incorporated Herein by Reference Filed Herewith Number To 4.1 Amended and Restated Certificate Exhibit 3.1 to the Registrant's of Incorporation of the Registrant Form 10-Q for the quarter ended March 31, 1996 4.2 Bylaws of Registrant Exhibit 3.4 to Registrant's Amendment No. 2 to Registration Statement on Form S-1 (No. 33- 47569) filed with the SEC on January 25,1993 ("January 1993 S- 1") 4.3 Specimen Common Stock Exhibit 4.1 to January 1993 S-1 Certificate 4.4 Rights Agreement dated as of Exhibit 4.1 to the Registrant's March 4, 1997 between Registrant Registration Statement on Form 8-A and Bank of New York, and filed with the SEC on March 6, Exhibits A, B and C thereto 1997 5 Opinion of Counsel X 23.1 Consent of Deloitte & Touche LLP X 23.2 Consent of Ernst & Young X 23.3 Consent of Counsel Included in Exhibit 5 above 24 Powers of Attorney Signatures Page to this Registration Statement 99.1 OrthoLogic Corp. 1987 Stock Exhibit 4.4 to the Registrant's Option Plan Form 10-Q for the quarter ended June 30, 1997
EX-5 2 OPINION OF COUNSEL EXHIBIT 5 (Form S-8) September 4, 1997 OrthoLogic Corp. 2850 South 36th Street, #16 Phoenix, Arizona 85034 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 an additional 160,000 shares of Common Stock, $.0005 par value, of the Company (the "Shares") pursuant to the OrthoLogic Corp. 1987 Stock Option Plan, as amended (the "Plan"). We have examined (i) the Registration Statement; (ii) the Company's 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 QUARLES & BRADY EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of OrthoLogic Corp. ("OrthoLogic") on Form S-8 of our report dated March 12, 1997, appearing in the Annual Report on Form 10-K of OrthoLogic for the year ended December 31, 1996, our report dated May 8, 1997 (relating to the financial statements as of December 31, 1996 and for the year then ended) of net assets of Danninger Medical Technology, Inc. and Danninger Healthcare, Inc. to be acquired by OrthoLogic appearing in Form 8-K/A Amendment No. 1 of OrthoLogic, and our report dated June 10, 1997 (relating to the consolidated financial statements as of February 28, 1997 and for the period from June 1, 1996 to February 28, 1997) of Toronto Medical Corp. and its subsidiaries appearing in Form 8-K/A Amendment No. 2 of OrthoLogic. /s/ Deliotte & Touche LLP DELOITTE & TOUCHE LLP Phoenix, Arizona September 10, 1997 EX-23.2 4 CONSENT OF CHARTERED ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the OrthoLogic Corp. 1987 Stock Option Plan of OrthoLogic Corp. for the registration of 160,000 common shares, of our auditors' report dated August 9, 1996 (except as to note 1 which is as of October 21, 1996 and note 12 which is as of May 15, 1997) and our report "Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Difference" dated May 15, 1997 with respect to the consolidated financial statements of Toronto Medical Corp. for the years ended May 31, 1996 and 1995, included in OrthoLogic Corp.'s Current Report on Form 8-K/A Amendment No. 1, filed with the Securities and Exchange Commission on May 19, 1997. Toronto, Canada, /s/ Ernst & Young September 10, 1997. Chartered Accountants -----END PRIVACY-ENHANCED MESSAGE-----