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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEALTHTRONICS, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 58-2210668
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1841 West Oak Parkway, Suite A, Marietta, Georgia 30062
(Address of principal executive offices, including Zip Code)
HEALTHTRONICS, INC.
STOCK OPTION PLAN - 2000
(Full title of the Plan)
Victoria W. Beck
Chief Financial Officer
HealthTronics, Inc.
1841 West Oak Parkway, Suite A
Marietta, GA 30062
(Name and address of agent for service)
(770) 419-0691
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
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HealthTronics, Inc. 1,000,000 $15.25 (1) $15,250,000 (1) $4,026
Common Stock, no par shares
value
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(1) Determined in accordance with Rule 457(c) under the Securities
Act of 1933, based on the average of the reported high and low
sale prices on July 31, 2000.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999;
(b) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31,
1999;
(c) the description of the Registrant's common stock to
be offered hereby which is contained in the registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of filing of this Registration Statement and 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 hereby by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrants articles of incorporation provide that no
director shall have any personal liability to the Registrant or its shareholders
for monetary damages for breach of duty of care or the other duties of a
director except for any appropriation of any business opportunity, for acts or
omissions that involve intentional misconduct or a knowing violation of law, or
for any transaction from which the director derived an improper personal
benefit. Because of these provisions, the Registrant and its shareholders may
have a more limited right of action against a director than they would have
absent these provisions. In the event that a claim for indemnification, 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
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any action, suit or proceeding, is asserted by an officer, director or
controlling person in connection with these 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 indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of the
issue. The Registrant's articles of incorporation and bylaws are attached as
exhibits to this registration statement and may be obtained electronically or on
paper upon request.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of ours pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the securities and exchange commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
The Registrant maintains directors and officers liability
insurance which insures against liabilities that directors or officers of the
Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of HealthTronics, Inc.,
incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-66977).
4.2 Restated By-Laws of HealthTronics, Inc., incorporated
by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form
SB-2 (Registration No. 333-66977).
5 Opinion regarding legality of the securities being
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel (included in Exhibit No. 5).
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
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:
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(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. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in
the registration statement or any material change in such information
in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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. Filings Incorporating Subsequent Exchange Act
Documents by Reference.
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.
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C. Filing of Registration Statement on Form S-8.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, HealthTronics, Inc., 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 Marietta, State of
Georgia, on the 9th day of August, 2000.
HEALTHTRONICS, INC.
(Registrant)
By: /s/ Victoria W. Beck
--------------------------
Victoria W. Beck
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this report has been signed by the following persons in the capacities and on
the dates indicated.
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<S> <C> <C>
/s/ Argil Wheelock Chief Executive Officer August 9, 2000
----------------------- (principal executive officer)
(Argil Wheelock) and a Director
/s/ Victoria W. Beck Chief Financial Officer August 9, 2000
---------------------- (principal financial
(Victoria W. Beck) officer and principal
accounting officer)
ROY S. BROWN* Director August 9, 2000
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(Roy S. Brown)
SCOTT COCHRAN* Director August 9, 2000
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(Scott Cochran)
JON BURKE* Director August 9, 2000
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(Jon Burke)
RUSS MADDOX* Director August 9, 2000
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(Russ Maddox)
*By: /s/ Victoria W. Beck
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Victoria W. Beck
Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit Number
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4.1 Articles of Incorporation of HealthTronics, Inc., incorporated
by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-66977).
4.2 Restated By-Laws of HealthTronics, Inc., incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-66977).
5 Opinion regarding legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel (included in Exhibit No. 5).
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