As Filed with the Securities and Exchange Commission on August , 1999
Registration Number 0-26972
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SWISSRAY International, Inc.
(Exact name of registrant as specified in its charter)
New York 16-0950197
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Turbistrasse 25-27
320 West 77th Street, Suite 1-A CH-6280, Hochdorf
New York, New York 10024 Switzerland
Telephone: (917) 441-7841 Telephone: 011 41 41 914 1200
(Address of principal executive offices)
SWISSRAY International, Inc.
1999 Non-Statutory Stock Option Plan
(Full title of the Plan)
Gary B. Wolff, P.C.
747 Third Avenue
New York New York 10017
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
Common Stock
$.01 par value 3,000,000 $2.437 $7,311,000 $2,156.75
(1) Registration fee has been calculated based upon closing bid price of
$2.437 as of August 2, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-K.
(b) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the year covered by the Form 10-K referred to in (a) above.
(c) Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
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superseded for purposes of this registration statement to the extent that a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 by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
The total number of shares authorized which the corporation shall have authority
to issue is 51,000,000 shares, of which 50,000,000 shares shall be Common Stock,
par value $.01 per share without cumulative voting rights and without any
preemptive rights and 1,000,000 shares shall be Preferred Stock, par value $.01
per share..
Item 5. Interest of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 721 through 726 inclusive of the New York Business Corporation Law
contains provisions relating to the indemnification of officers and directors.
Additionally, Article "7" of the Registrant's Articles of Incorporation (as
amended) reads as follows:
"7. No director of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for any breach of duty in
such capacity, provided that nothing contained in this Article shall
eliminate or limit the liability of any director if a judgment or final
adjudication adverse to him establishes that his acts or omissions were
in bad faith or involved intentional misconduct or a knowing violation
of law to which he was not legally entitled or that his acts violated
Section 719 of the New York Business Corporation Law."
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Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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 thereto) which, individually or
in the aggregate, represents a fundamental change in
the information set forth in the registration
statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall 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.
(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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(h) 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 provisions
described in Item 6, 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.
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SIGNATURES
The Registrant. 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hochdorf, Switzerland on July 29, 1999.
SWISSRAY INTERNATIONAL, INC.
/S/Ruedi G. Laupper/
By: Ruedi G. Laupper, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Date
/Ruedi G. Laupper/ July 29, 1999
Ruedi G. Laupper, President and
Chairman of the Board of Directors
/Josef Laupper/ July 29, 1999
Josef Laupper, Secretary-Treasurer
and a Director
/Dr. Erwin Zimmerli/ Aug. 2, 1999
Dr. Erwin Zimmerli, Director
July , 1999
Dr. Sc. Dove Maor, Director
/Ueli Laupper/ July 29, 1999
Ueli Laupper, Director
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Page in Sequential
Exhibit Index. Number system
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Consent and Opinion of Gary B. Wolff, P.C., 747 Third
Avenue, New York, New York 10017 regarding legality
of securities registered under this Registration
Statement and to the references to such attorney
in the Registration Statement on Form S-8 7
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24)a Consent of Feldman Sherb Horowitz & Co., ,P.C.,
Certified Public Accountants for the Company
for year ended June 30, 1998 8
(24)b Consent of Bederson & Company Certified Public
Accountants for the Company for years ended
June 30, 1997 and June 30, 1996 9
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
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August 3, 1999
CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Gentlemen:
I am securities counsel to SWISSRAY International, Inc., a New York corporation
(the "Company"). I have, in such capacity, examined and am familiar with the
Articles of Organization, as amended, and the By-laws of the Company, and have
examined the records of corporate proceedings. I have also examined and am
familiar with such other documents as I have considered necessary for rendering
my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock,
$.01 par value, of the Company reserved for issuance under the SWISSRAY
International, Inc. 1999 Non-Statutory Stock Option Plan dated February 1, 1999,
will, when issued in accordance with the terms of such plan, be legally issued,
fully paid and nonassessable.
In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.
Very truly yours,
/Gary B. Wolff/
Gary B. Wolff
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ON LETTERHEAD
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of SWISSRAY International, Inc. on Form S-8 of our report dated
November 20, 1998 on our audit of the financial statements of SWISSRAY
International, Inc. as of year ended June 30, 1998 with respect to its
consolidated balance sheets, which report was included in SWISSRAY
International, Inc.'s Form 10-K for fiscal year ended June 30, 1998.
/S/Feldman Sherb Horowitz & Co., P.C./
FELDMAN SHERB HOROWITZ & CO., P.C.
New York, New York
August 3, 1999
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ON LETTERHEAD
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of SWISSRAY International, Inc. on Form S-8 of our report dated
September 16, 1997, except for Notes 17, 20 and 22, as of March 6, 1998, and
Notes 1, 16, 23, 25, 26, 27, 29, 30, 31 and 32, as of November 16, 1998 for the
years ended June 30, 1997 and 1996, on our audit of the consolidated financial
statements of SWISSRAY International, Inc. for the years ended June 30, 1997 and
1996 which report was included in SWISSRAY International, Inc.'s Form 10-K for
fiscal year ended June 30, 1998.
/Bederson & Company LLP/
BEDERSON & COMPANY LLP
West Orange, New Jersey
July 29, 1999
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