((Innovative Medical Services Logo))
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PROSPECTUS
1,214,822 SHARES OF COMMON STOCK OFFERRED BY THE SELLING SECURITIES HOLDERS.
Innovative Medical Services ("Innovative", "us", or "we") will not receive any
of the proceeds from the sale of shares by the Selling Securities Holders.
The Company's Shares are traded on The Nasdaq SmallCap Market under the symbol
PURE.
On April 27, 2000, the closing sale price of the common stock, as reported on
the Nasdaq SmallCap Market, was $3.50 per share.
THESE ARE SPECULATIVE SECURITIES, INVOLVE A HIGH DEGREE OF RISK AND SHOULD
BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT. (SEE "RISK FACTORS.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISSAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Selling Securities Holders may sell the shares of common stock described
in this prospectus in public or private transactions, on or off the Nasdaq
SmallCap Market, at prevailing market prices, or at privately negotiated prices.
The Selling Securities Holders may sell shares directly to purchasers or through
brokers or dealers. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securities Holders. More
information is provided in the section titled "Plan of Distribution."
The date of this Prospectus is May 10, 2000
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WHERE YOU CAN GET MORE INFORMATION
We are subject to the reporting requirements of the Securities Exchange Act of
1934 and files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy these reports, proxy statements
and other information at the SEC's public reference facilities at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, Seven World Trade Center,
13th Floor, New York, New York 10048 and at Northwest Atrium Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You can request copies
of these documents by writing to the SEC and paying a fee for the copying cost.
Please call the SEC at 1-800-SEC-0330 for more information about the operation
of the public reference facilities. SEC filings are also available at the SEC's
Web site at http://www.sec.gov. The Company's common stock is listed on the
Nasdaq SmallCap Market, and you can read and inspect our filings at the offices
of the National Association of Securities Dealers, Inc. at 1735 K Street,
Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" information that we file with
them. Incorporation by reference allows us to disclose important information to
you by referring you to those other documents. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
have filed a Registration Statement on Form S-3 under the Securities Act of 1933
with the SEC with respect to the common stock being offered pursuant to this
prospectus. This prospectus omits certain information contained in the
Registration Statement on Form S-3, as permitted by the SEC. Refer to the
Registration Statement on Form S-3, including the exhibits, for further
information about us and our common stock being offered pursuant to this
prospectus. Statements in this prospectus regarding the provisions of certain
documents filed with, or incorporated by reference in, the Registration
Statement are not necessarily complete and each statement is qualified in all
respects by that reference. Copies of all or any part of the Registration
Statement, including the documents incorporated by reference or the exhibits,
may be obtained upon payment of the prescribed rates at the offices of the SEC
listed above.
Upon request, the Company will provide without charge to each person to whom a
copy of this prospectus has been delivered a copy of any information that was
incorporated by reference in the prospectus (other than exhibits to documents,
unless the exhibits are specifically incorporated by reference into the
prospectus). The Company will also provide upon request, without charge to each
person to whom a copy of this prospectus has been delivered, a copy of all
documents filed from time to time by The Company with the SEC pursuant to the
Exchange Act of 1934. Requests for copies should be directed to Donna Singer
Vice President, Innovative Medical Services, 1725 Gillespie Way, El Cajon,
California 92020. Telephone requests may be directed to Ms. Singer at (619) 596
9600.
CERTAIN INFORMATION WE ARE INCORPORATING BY REFERENCE
We incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
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-- Annual Report on Form 10-KSB for the fiscal year ended July 31, 1999
-- The Definitive Proxy Statement filed on November 29, 1999
-- Quarterly Report on Form 10-QSB for the three month period ended
October 31, 1999
-- Quarterly Report on Form 10-QSB for the six month period ended
January 31, 2000
-- All other documents filed by us after the date of this Prospectus
under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, (the Exchange Act) are incorporated by reference herein
to be a part thereof from the date of filing of such documents.
You may request a copy of these filings at no cost, by writing, telephoning or
e-mailing us at the following address:
Innovative Medical Services
1725 Gillespie Way, El Cajon, California 92020
e-mail: [email protected]
This prospectus is part of a Registration Statement we filed with the SEC. You
should rely only on the information incorporated by reference or provided in
this prospectus. No one else is authorized to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of this
document.
FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including statements
regarding The Company's drug development programs, clinical trials, receipt of
regulatory approval, capital needs, collaborative agreements, intellectual
property, expectations and intentions. Forward-looking statements may be
identified or qualified by words such as "likely", "will", "suggests", "may",
"would", "could", "should", "expects", "anticipates", "estimates", "plans",
"projects", "believes", or similar expressions and variants of those words or
expressions.
Forward-looking statements necessarily involve risks and uncertainties,
and The Company's actual results could differ materially from those anticipated
in the forward-looking statements due to a number of factors, including those
set forth below under "Risk Factors" and elsewhere in this prospectus. The
factors set forth below under "Risk Factors" and other cautionary statements
made in this prospectus should be read and understood as being applicable to all
related forward-looking statements wherever they appear in this prospectus. The
forward-looking statements contained in this prospectus represent our judgment
as of the date of this prospectus. The Company cautions readers not to place
undue reliance on such statements. We undertake no obligation to update publicly
any forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
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PROSPECTUS SUMMARY
Innovative Medical Services ("Innovative", "us" or "we"), is based in El Cajon,
California. We market unique water treatment and disinfecting solutions to a
broad range of customers, including pharmaceutical, healthcare and consumer
markets. Our address is 1725 Gillespie Way, El Cajon, California 92020. Our
telephone number is 619 596 8600.
We are the nation's leader in pharmaceutical water purification. Our cornerstone
products have been the Fillmaster(R), Fillmaster 1000e(R)and Scanmaster(TM)water
purification, measuring and dispensing technologies used in pharmacies to
reconstitute oral antibiotic prescriptions. We market proprietary filters for
these products, which are a significant source of revenues and cash flow.
We have also entered the consumer market with our Nutripure(R) line of
residential drinking water systems, including the Nutripure 2000 countertop
water filtration system which delivers superior product quality and capacity to
consumers. Nutripure is the only water filtration system in its class that is
pharmacist recommended.
Innovative Medical Services has begun marketing water treatment and disinfecting
technologies. One of our initial target market is the hospital market. Hospital
water systems can harbor bacteria, including Legionella-- the bacteria
responsible for Legionnaires' disease, which can be deadly to patients with
compromised immune systems. Our licensed technology integrates with a hospital's
water system to control and eliminate bio-film buildup.
Another of our newly licensed products is Axenohl(TM). Axenohl is a
patent-pending, non-toxic aqueous disinfectant containing stabilized silver
ions. Axenohl does not include the use of traditional disinfectants such as
chlorine or bromine compounds. We will market Axenohl to the medical, dental and
food processing markets in addition to the commercial and consumer drinking
water markets in conjunction with IMS' Nutripure line of water treatment
systems.
In February, Innovative Medical Services launched Nutripure.com: an e-commerce
web supersite providing consumers a wide variety of vitamins, minerals,
nutritional supplements, homeopathic remedies and natural products. In addition
to products, the website offers comprehensive health and wellness information in
an easy-to-access, intuitive reference format. The website also presents the
Nutripure line of water filtration systems.
SECURITIES OFFERED: 1,214,822 shares of common stock offered by the named
Selling Securities Holders.
We are not offering any of the Selling Securities Holders securities. These
shares may be sold by the holders from time to time at prevailing market prices.
The Company will not receive any of the proceeds from any sale of the Selling
Securities Holders shares. See "Selling Security Holders".
USE OF PROCEEDS: The Company will not receive any of the proceeds from any sale
of the Selling Securities Holder shares
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RISK FACTORS
These Securities involve a high degree of risk. Prospective purchasers should
consider carefully, among other factors set forth in the Prospectus, the
following:
RISK FACTORS RELATING TO THE COMPANY
1. Limited Operating History. As of July 31, 1999 we had an accumulated deficit
of $3,840,610. The Company was formed in 1992 and commenced the manufacture and
marketing of its Fillmaster(R) product in the final quarter of fiscal year 1993.
As a result, it is subject to the risks inherent in a new enterprise, including
the absence of a lengthy operating history, shortage of cash, under
capitalization and new products.
2. Competition. The Company believes that the business of providing advanced
technology apparatus to the pharmaceutical industry is relatively new and that
it is likely that the Company will face extensive competition as the market
develops. These competitors are likely to be larger and have greater financial
resources than the Company. As a result no assurances can be given that the
Company will be able to obtain and maintain sufficient market share to be
successful. In addition, the Company's consumer line of water filtration
products has been introduced into a highly competitive retail market. The
products have limited retail distribution at this time, and may or may not be
widely adopted by retailers. If the products do become nationally distributed,
there is no assurance that retailers will continue to carry the products.
3. Dependence on Management. The success of the Company will be dependent
largely upon the efforts of its present management. To the extent the services
of management would be unavailable to the Company for whatever reason, the
Company would be required to obtain other executive personnel to manage and
operate the Company. In such event, there can be no assurance that the Company
would be able to employ qualified persons on terms favorable to the Company.
Although the Company has Key Man Life Insurance on its President, Michael L.
Krall, it is anticipated that the Company will remain primarily dependent upon
the efforts of Management. (Please see "Management.")
4. Regulation of Pharmaceutical Products. The United States Food and Drug
Administration has established a Good Manufacturing Practices protocol which
requires that products be built to certain standards and specifically that an
apparatus used in handling anything added to a prescription not cause any
contamination of the prescription. The Company believes that all components and
materials in its Product meet or exceed the current FDA standards. However no
assurances can be given that FDA standards will not change in the future. In
addition, the United States Pharmacopeia and the National Formulary (USP/NF)
provide the standards for materials and substances and their preparations that
are used in the practice of healing arts and establish standards of quality,
strength and purity. The USP/NF require that only "Purified Water" be used in
the reconstitution of oral prescriptions. Also, State Boards of Pharmacy
uniformly defer to the standards of the USP/NF. In addition, drug manufacturers
themselves require the use of "Purified Water" to ensure product stability and
potency. While the Company's Fillmaster(R) meets or exceeds the USP requirements
for "Purified Water", no assurance can be given that the current regulations
will not be modified or that new regulations be implemented which could
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adversely effect the Company's business.
5. Volatility of Retail Markets The Company's recent entrance to mass
merchandising poses several risk factors. The primary retail product, the
Nutripure 2000 home water filtration system, is currently being sold through
select Wal-Mart stores. The Company expects distribution to increase in not only
Wal-Mart, but also many other mass merchandisers in the US. The retail water
filtration market is highly competitive, with other top brands backed by very
large corporations. The Company will depend on developing brand awareness to
attract consumers to Nutripure 2000. As with many retail products, Nutripure
2000 may be subject to external factors of retailing, including the condition of
the economy, seasonal sales, dependence on shippers and transportation
companies, and the ability of retailers to attract customers to the stores. The
Company faces liability related to the product itself and carries insurance to
mitigate that risk.
6. Early Stage Operating Subsidiary Nutripure.com, a subsidiary 80% owned by
Innovative Medical Services, has a limited operating history. Nutripure.com is
engaged in internet retailing of vitamins, minerals, nutritional supplements,
homeopathic remedies and other natural products. Success of this operating
subsidiary depends on several factors, including our ability to compete in the
rapidly evolving and highly competitive online retailing market, our ability to
create brand name awareness and attract and retain customers, our ability to
rely on the capacity, stability, efficiency and security of internet
transactions and software relating to transaction processing, our reliance upon
Bergen Brunswig as our primary fulfillment partner, and our reliance upon UPS
and US Mail for product shipment. In addition, Nutripure.com faces uncertainty
and liability related to government regulation of vitamins, minerals,
nutritional supplements, homeopathic remedies and other natural products.
Governmental regulation of some over-the-counter health products may in the
future limit our sales or add additional costs to distribution. Nutripure.com
may also face liability for the health information and content on our website.
7. New products and technologies The Company has begun marketing several new
antimicrobial silver ion technologies to industrial markets including
healthcare, dental, veterinary and food processing as well as to consumer
products markets. Risks involved in introducing new antimicrobial technologies
include liability for product effectiveness, competition from existing or
emerging antimicrobial solutions. Many of these products must be approved by
government agencies, and the Company may be delayed or prevented from selling
the new products until such approvals are obtained. Even after approval, the
Company will remain subject to changing governmental policies regulating
antimicrobial products. The Company also intends to take these technologies to
the international marketplace, and international business carries a great deal
of risk with regard to foreign governments, banking and markets.
RISK FACTORS RELATING TO THIS OFFERING
1. Potential Adverse Effect of Shares Issuable Upon Exercise Of Stock Options
And Outstanding Shares Available for Resale. The Company has adopted a 1996
Incentive Stock Option Plan, a 1996 Directors and Officers Stock Option Plan and
a 1998 Directors and Officers Stock Option Plan. The Company has reserved
1,000,000, 1,000,000 and 2,000,000 Common shares for issuance under each
respective plan. As of the date of this Prospectus options to acquire 1,270,250
shares have been awarded pursuant to the 1996 and 1998 Directors and Officers
Stock Option Plan. In addition, 1,147,972
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of the Company's presently outstanding 4,392,242 shares of common stock are
"restricted securities" as defined by Rule 144 adopted under the Securities Act
of 1933, as amended. Rule 144 is a regulated method for holders of restricted
securities to sell their securities into the market. Nearly all of holders of
such restricted securities have held the securities for the time period required
by Rule 144 and may sell their securities. Such sales and the exercise of
options and sale of underlying shares could have an adverse effect on the market
for the Shares. (Please see "Market for Company's Common Stock and Related
Stockholder Matters.")
2. Maintenance Criteria for Nasdaq Securities. The National Association of
Securities Dealers, Inc. (the "NASD"), which administers the Nasdaq SmallCap
Market has established the criteria for continued Nasdaq eligibility. In order
to continue to be included in the Nasdaq SmallCap Market, a company must
maintain $2 million in total assets, a $200,000 market value of its public float
and $1 million in total capital and surplus. In addition, continued inclusion
requires two market-makers, at least 300 holders of the Shares and a minimum bid
price of $1 per share; provided, however, that if a company falls below such
minimum bid price, it will remain eligible for continued inclusion in Nasdaq if
the market value of the public float is at least $1 million and the Company has
$2 million in capital and surplus. The Company's failure to meet these
maintenance criteria in the future may result in the discontinuance of the
inclusion of its securities in Nasdaq. In such event, trading, if any, in the
securities may then continue to be conducted in the non-Nasdaq over-the-counter
market in what are commonly referred to as the electronic bulletin board and the
"pink sheets". As a result, an investor may find it more difficult to dispose of
or to obtain accurate quotations as to the market value of the securities. In
addition. the Company would be subject to a Rule promulgated by the Securities
and Exchange Commission (the "Commission") that, if the Company fails to meet
criteria set forth in such rule, imposes various sales practice requirements on
broker-dealers who sell securities governed by the Rule to persons other than
established customers and accredited investors. For these types of transactions,
the broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser's written consent to the transactions
prior to sale. Consequently, the rule may have an adverse effect on the ability
of broker-dealers to sell the securities, which may affect the ability of
purchasers in the offering to sell the securities in the secondary market.
3. Risk of Investing in Penny Stocks.We believe our common stock may be
characterized as penny stock. As such, broker-dealers dealing in our common
stock will be subject to the disclosure rules for transactions involving penny
stocks which require the broker-dealer to determine the if purchasing our common
stock is suitable for a particular investor. The broker-dealer must also obtain
the written consent of purchasers to purchase our common stock. The
broker-dealer must also disclose the best bid and offer prices available for our
stock and the price at which the broker-dealer last purchased or sold our common
stock. These additional burdens imposed upon broker-dealers may discourage them
from effecting transactions in our common stock, which could make it difficult
for an investor to sell their shares.
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DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue up to 20,000,000 shares of its no par value common
stock. Each share is entitled to one vote on matters submitted to a vote of the
shareholders. There is no cumulative voting of the common stock. The common
stock shares have no redemption provisions nor any preemptive rights. We are
also authorized to issue up to 5,000,000 shares of preferred stock, the rights
and preferences of which may be set from time to time prior to issuance by the
Board of Directors.
Class A Warrants
Each Class A Warrant entitles the holder to acquire an additional common share
for $5.25 per common share. The Class A Warrants remain exercisable until August
8, 2001.
The Class A Warrants are redeemable for $0.05 per Class A Warrant provided the
closing bid price for the common shares shall have averaged in excess of $9.00
per share for any twenty (20) trading days within a period of thirty (30)
consecutive business days ending within five (5) days of the date of a Notice of
Redemption. The Class A Warrants expire on August 8, 2001.
Class Z Warrants: The Class Z Warrants entitle the holder to acquire one (1)
common share at $10 per share. The Class Z Warrants have been exercisable since
August 8, 1998 and expire on August 8, 2001.
SELLING SECURITY HOLDERS
The following Selling Security Holders whose shares have been registered for
public resale are set forth below:
SELLING SECURITIES HOLDER SECURITIES OWNED %Before %After
AND OFFERED Offering Offering
Richard Rogers & Julie Rogers JTWROS 29,630 (1) 0.5% 0
Mark Vittert & Carol Vittert 29,630 (1) 0.5% 0
Glen Wegner 29,630 (1) 0.5% 0
Orienstar Finance Limited 29,630 (1) 0.5% 0
Stanford E. Bazilian 207,408 (2) 3.2% 0
Sofisco Nominees Limitied 592,594 (3) 9.1% 0
Richard W. Strang Sr Trustee 29,630 (1) 0.5% 0
Strang Mech. Emp. Ret. Trust
William A. Shewalter 59.260 (1) 1.0% 0
John W. Dowd III 29,630 (1) 0.5% 0
Antonio C Alvarel 29,630 (1) 0.5% 0
Roy Thung 29,630 (1) 0.5% 0
Michael Rothaus 29,630 (1) 0.5% 0
Billy W. Ward 29,630 (1) 0.5% 0
James Pritsiolas 29,630 (1) 0.5% 0
George Tagaris 29,630 (1) 0.5% 0
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(1) Includes 14,815 shares issuable upon exercise of a warrant at $5.25 per
share contained a Unit purchased in March 2000.
(2) Includes 103,704 shares issuable upon exercise of a warrant at $5.25 per
share contained a Unit purchased in March 2000.
(3) Includes 296,297 shares issuable upon exercise of a warrant at $5.25 per
share contained a Unit purchased in March 2000.
William A. Shewalter and James Pritsiolas are directors of Nutripure.com, a
subsidiary of Innovative Medical Services. Global Consulting, Inc., is a public
relations consultant to the Company. None of the other Selling Security Holders
nor any of their affiliates have ever held any position, office, or other
material relationship with the Company nor hold any additional shares of
Innovative.
SELLING SECURITY HOLDERS PLAN OF DISTRIBUTION
The Selling Security Holders may sell or distribute its shares in transactions
through underwriters, brokers, dealers or agents from time to time or through
privately negotiated transactions, including in distributions to shareholders or
partners or other persons affiliated with the Selling Security Holder.
The distribution of the Selling Security Holders shares may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions) in the following types of transactions:
1. Over-the-counter market sales
2. Privately negotiated sales
3. By writing of options on the shares (whether such options are listed on an
options exchange or otherwise).
Any of such transactions may be effected at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices.
If the Selling Security Holders effect such transactions by selling the shares
to or through underwriters, brokers, dealers or agents, such underwriters,
brokers, dealers or agents may receive compensation in the form of discounts,
concessions or commissions from the Selling Security Holders or commissions from
purchasers of the shares for whom they may act as agent (which discounts,
concessions or commissions as to particular underwriters, brokers, dealers or
agents might be in excess of those customary in the types of transactions
involved).
A Selling Security Holder and any brokers, dealers or agents that participate in
the distribution of the securities might be deemed to be underwriters, and any
profit on the sale of the securities by them and any discounts, concessions or
commissions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
A Selling Security Holder may pledge the shares from time to time in connection
with such Selling Security Holder's financing arrangements. To the extent any
such pledgees exercise their rights to foreclose on any such pledge, and sell
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the shares, such pledgees may be deemed underwriters with respect to such shares
and sales by them may be effected under this Prospectus. The Company will not
receive any of the proceeds from the sale of any of the shares by the Selling
Security Holder.
Under the Exchange Act and applicable rules and regulations promulgated
thereunder, any person engaged in a distribution of any of the shares may not
simultaneously engage in market making activities with respect to the shares for
a period, depending upon certain circumstances, of either two days or nine days
prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Security Holders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
promulgated thereunder, including without limitation Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of any of the
shares by the Selling Security Holder.
Under the securities laws of certain states, the shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the shares may not be sold unless the shares have been registered
or qualify for sale in such state or an exemption from registration or
qualification is available and is complied with.
TRANSFER AGENT
The Transfer Agent with respect to the Shares is American Securities Transfer &
Trust, Inc., Lakewood, Colorado.
LEGAL MATTERS
The legality of the Shares offered will be passed on for the Company by Dennis
Brovarone, Attorney at Law, Westminster, Colorado. Mr. Brovarone is also a
Director of the Company.
EXPERTS
The Financial Statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-KSB for the year ended July 31, 1999 have been so
incorporated in reliance on the report of Steven Holland certified public
accountant, given on the authority of said firm as experts in auditing and
accounting.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES UNDERLYING THE CLASS A
WARRANTS OFFERED BY THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE SHARES AND THE CLASS A WARRANTS IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
TABLE OF CONTENTS
Where You Can Get More Information..................................... 2
Certain Information We Are Incorporating by Reference.................. 2
Forward Looking Statements............................................. 3
Risk Factors........................................................... 3
Prospectus Summary......................................................4
Selling Stockholders....................................................8
Plan of Distribution....................................................9
Legal Matters..........................................................10
Experts................................................................10
UNTIL JUNE 5, 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
(Innovative Medical Services)
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PROSPECTUS
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