-----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, BypLVc1ogKRBJ9A3QV3i086vHJBg7sbmNmLu2PVG/gm7oqgwFGqC9VXo3+jWUy6K pK6hvnMMPkCfb4jNUkF1EA== 0000950147-97-000631.txt : 19970918 0000950147-97-000631.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950147-97-000631 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: 333-35507 FILM NUMBER: 97679515 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. 1997 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) 1,040,000 shares(2) (3)(4) $6,062,500.00(3) $1,837.12 ====================================================================================================================================
(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 $600,000.00 for the 120,000 shares underlying outstanding options, and (ii) as to the remaining 920,000 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 1 of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(3) under the Securities Act of 1933. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Orthologic Corp. (the "Registrant") (Commission File No. 0-21214) with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K and 10-K/A, Amendment No. 1, for the fiscal year ended December 31, 1996; (b) (i) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997; (ii) The Registrant's Current Report on Form 8-K for February 21, 1997 reporting under Item 5 the declaration of rights to purchase one one-hundredth of a share of Series A Preferred Stock for each outstanding share of Common Stock; (iii) The Registrant's Current Report on Form 8-K for March 3, 1997 reporting under Item 2 the acquisition of substantially all of the assets and business and assumption of certain liabilities of Toronto Medical Corp.; (iv) The Registrant's Current Report on Form 8-K/A, Amendment No. 1, for March 3, 1997 reporting under Item 7 certain financial statements and exhibits related to the acquisition of substantially all of the assets and business and the assumption of certain liabilities of Toronto Medical Corp.; (v) The Registrant's Current Report on Form 8-K/A, Amendment No. 2, for March 3, 1997 reporting under Item 7 additional financial statements and exhibits related to the acquisition of substantially all of the assets and business and the assumption of certain liabilities of Toronto Medical Corp.; (vi) The Registrant's Current Report on Form 8-K for March 12, 1997 reporting under Item 2 the acquisition of certain assets and assumption of certain liabilities of Danninger Medical Technology, Inc.; (vii) The Registrant's Current Report on Form 8-K/A, Amendment No. 1, for March 12, 1997 reporting under Item 7 financial statements and exhibits related to the acquisition of certain assets and the assumption of certain liabilities of Danninger Medical Technology Inc.; (viii) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997; (ix) The Registrant's Current Report on Form 8-K for August 21, 1997, reporting under Item 5 changes in senior management and under Item 7 a press release relating thereto. (c) (i) The description of Registrant Common Stock contained in Item 1 of the Registrant's Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934 (the "1934 Act") with the Securities and Exchange Commission on January 29, 1993 (and any amendment or report filed for the purpose of updating such description), which registration statement incorporates such description from the Registrant's Amendment No.2 to Registration Statement on Form S-1 filed on January 25, 1993. -2- (ii) The description of Registrant's Rights to Purchase 1/100 of a Share of Series A Preferred Stock contained in Item 1 of Registrant's Registration Statement on Form 8-A filed under the 1934 Act with the Securities and Exchange Commission on March 6, 1997. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein 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 hereof. Item 4. Description of Securities Not applicable. See Item 3(c) above. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145(a) of the General Corporation Law of the State of Delaware (the "General Corporation Law") provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no cause to believe his conduct was unlawful. Section 145(b) of the General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under similar standards, except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. Section 145 of the General Corporation Law further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under such Section 145. Section 102(b)(7) of the General Corporation Law provides that a corporation in its original certificate of incorporation or an amendment thereto validly approved by stockholders may eliminate or limit personal liability of members of its board of directors or governing body for violations of a director's duty of care. However, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase which was illegal, or obtaining an improper personal benefit. A provision of this type has no effect on the availability of equitable remedies, such as injunction or rescission, for breach of fiduciary duty. The Registrant's Certificate of Incorporation contains such a provision. -3- The Registrant's Bylaws provide that the Registrant shall indemnify officers and directors to the full extent permitted by and in the manner permissible under the laws of the State of Delaware. The Registrant maintains a directors' and officers' liability insurance policy with a policy limit of $2,000,000 and coverage for, among other things, liability for violations of federal and state securities laws. The Registrant has entered into indemnity agreements with its directors and officers for indemnification of and advance of expenses to such persons to the full extent permitted by law. The Registrant intends to execute such indemnity agreements with its future officers and directors. The holders of Registrant capital stock or warrants to purchase capital stock who have contractual registration rights are required to be indemnified by the Registrant against losses, claims, damages or liabilities arising out of any untrue statement of a material fact or omission thereof in a Registration Statement under the Securities Act of 1933. The Registrant's obligation to indemnify such holders includes the officers, directors and partners of such holders, some of whom are currently directors of the Registrant. The Registrant shall not be liable for any such indemnity to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or material omission in reliance upon and in conformity with written information furnished by such person to the Registrant, specifically for use therein. The indemnification provided as set forth above is not exclusive of any rights to which a director or officer of the Registrant may be entitled. The general effect of the forgoing provisions may be to reduce the circumstances in which a director or officer may be required to bear the economic burdens of the forgoing liabilities and expenses. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Exhibit Index following Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) 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 (a)(1)(i) and (a)(1)(ii) do not apply if 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. -4- (2) 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. (3) 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. (b) The undersigned 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 Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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 the initial bona fide offering thereof. (h) Reference is made to the indemnification provisions referred to in Item 6 of this Registration Statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 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. -5- 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 September 11, 1997 /s/ Allan M. Weinstein Director (Principal Executive Officer) - -------------------------------------------- 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 September 11, 1997 - -------------------------------------------- Officer (Principal Financial and Allen R. Dunaway Accounting Officer)
S-1 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. 1997 Stock Exhibit 4.5 to the Registrant's Option Plan Form 10-Q for the quarter ended June 30, 1997
EX-1 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 1,040,000 shares of Common Stock, $.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 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/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Phoenix, Arizona September 10, 1997 EX-23.2 4 CONSENT OF CHARTERED ACCOUNTANTS Consent of Independent Chartered Accountants We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the OrthoLogic Corp. 1997 Stock Option Plan of OrthoLogic Corp. for the registration of 1,040,000 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-----