<PAGE> 1
As filed with the Securities and Exchange Commission on March 6, 2000
Registration No. 333-
---------------
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 38-221066
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
425 Franklin Road, Suite 545, Marietta, Georgia 30067
(Address of principal executive offices, including Zip Code)
HEALTHTRONICS, INC.
STOCK OPTION PLAN
(Full title of the Plan)
Victoria W. Beck
Chief Financial Officer
HealthTronics, Inc.
425 Franklin Road, Suite 545
Marietta, GA 30067
(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
<TABLE>
<CAPTION>
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
------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
HealthTronics, 259,000 $ 1.00 $ 259,000 $ 69.00
Inc. Common shares
stock, no par
value
HealthTronics, 30,000 $ 2.50 $ 75,000 $ 20.00
Inc. Common shares
Stock, no par
value
HealthTronics, 126,000 $ 3.00 $ 378,000 $ 100.00
Inc. Common shares
Stock, no par
value
HealthTronics, 155,500 $ 6.00 $ 933,000 $ 247.00
Inc. Common shares
Stock, no par
value
HealthTronics, 1,000 $ 7.25 $ 7,250 $ 2.00
Inc. Common shares
Stock, no par
value
HealthTronics, 1,000 $ 8.00 $ 8,000 $ 3.00
Inc. Common shares
Stock, no par
value
HealthTronics, 2,000 $ 8.06 $ 16,120 $ 5.00
Inc. Common shares
Stock, no par
value
HealthTronics, 1,000 $ 8.13 $ 8,130 $ 3.00
Inc. Common shares
Stock, no par
value
HealthTronics, 50,000 $ 8.50 $ 425,000 $ 113.00
Inc. Common shares
Stock, no par
value
HealthTronics, 1,000 $ 8.75 $ 8,750 $ 3.00
Inc. Common shares
Stock, no par
value
HealthTronics, 1,000 $ 9.50 $ 9,500 $ 3.00
Inc. Common shares
Stock, no par
value
HealthTronics, 1,000 $ 9.75 $ 9,750 $ 3.00
Inc. Common shares
Stock, no par
value
HealthTronics, 500 $ 13.88 $ 6,940 $ 2.00
Inc. Common shares
Stock, no par
value
HealthTronics, 171,000 $ 13.88(1) $2,373,480(1) $ 627.00
Inc. Common
Stock, no par
value
</TABLE>
<PAGE> 3
(1) Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on exercise prices ranging from
$1.00 per share to $13.88 per share.
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 prospectus dated
May 20, 1999 filed pursuant to Rule 424(b) under the
Securities Act of 1933;
(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, 1998;
<PAGE> 4
(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 Registrant's 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 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.
<PAGE> 5
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 of
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 of 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:
(i) to include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
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(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.
<PAGE> 7
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.
<PAGE> 8
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 3rd day of March, 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.
<TABLE>
<S> <C> <C>
/s/ Argil Wheelock, M.D. Chief Executive Officer March 3, 2000
- ------------------------ (principal executive
(Argil Wheelock, M.D.) officer)
/s/ Victoria W. Beck Chief Financial Officer March 3, 2000
- ------------------------ (principal financial officer and
(Victoria W. Beck) principal accounting officer)
/s/ Roy S. Brown Director March 3, 2000
- ------------------------
(Roy S. Brown)
/s/ Scott Cochran Director March 3, 2000
- ------------------------
(Scott Cochran)
/s/ Joachim Voss Director March 3, 2000
- ------------------------
(Joachim Voss)
Director March , 2000
- ------------------------
(Jon Burke)
Director March , 2000
- ------------------------
(Russ Maddox)
Director March , 2000
- ------------------------
(John House)
/s/ John Warlick Director March 3, 2000
- ------------------------
(John Warlick)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S> <C>
4.1 Articles of Incorporation of HealthTronics, Inc., incorporated
by reference to Exhibit 3.1 of 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 of 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).
</TABLE>
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EXHIBIT 5
March 3, 2000
HealthTronics, Inc.
425 Franklin Road, Suite 545
Marietta, Georgia 30067
Re: Form S-8 Registration Statement of HealthTronics,
Inc.; Registration of 800,000 Shares of Common
Stock, $1 par value, under the HealthTronics, Inc.
Option Plan
Ladies and Gentlemen:
We have acted as counsel to HealthTronics, Inc. (the
"Company") in connection with the execution and filing of the Company's
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission (the "Registration Statement"), providing for the registration of
800,000 shares of Common Stock, $1 par value per share, of the Company (the
"Shares"), issuable by the Company in connection with the Company's Option Plan
(the "Plan"). We are rendering this opinion to you pursuant to Item 601(b)(5)
of Regulation S-K.
In furnishing this opinion, we have examined such corporate
and other records as we have deemed necessary or appropriate to provide a basis
for the opinion set forth below. This opinion is given as of the date hereof
and is based upon facts and conditions presently known and laws and regulations
presently in effect.
On the basis of the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plan, will be legally issued, fully
paid and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Miller & Martin LLP
Miller & Martin LLP
/pym
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Healthtronics, Inc. Stock Option Plan of our report dated
February 26, 1999, with respect to the consolidated financial statements and the
related financial statement schedule for the years ended December 31, 1997 and
1998 of HealthTronics, Inc. included in HealthTronics, Inc.'s prospectus dated
May 20, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
March 1, 1999
