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Registration No. 333-
As filed with the Securities and Exchange Commission on July 30, 1997.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IMAGE GUIDED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1139082
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
5710-B FLATIRON PARKWAY
BOULDER, COLORADO 80301
(Address, including zip code of Principal Executive Offices)
IMAGE GUIDED TECHNOLOGIES, INC. 1994 STOCK OPTION PLAN
IMAGE GUIDED TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN
(Full Title of the Plans)
Paul L. Ray, Chief Executive Officer
Image Guided Technologies, Inc.
5710-B Flatiron Parkway
Boulder, Colorado 80301
(303) 447-0248
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum offering Proposed maximum Amount of
securities to be registered registered price per share(1) aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 169,598 shares $209,878
per share 297,439 shares $1.2375 371,799
80,960 shares 1.2500 134,847
64,000 shares 1.6656 320,000
65,729 shares 5.0000 345,078
19,121 shares 5.2500 119,507
234,271 shares 6.2500 1,376,342
5.875(2)
Totals 931,118 shares 2,877,451 $872
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</TABLE>
(1) Except as otherwise noted, the proposed maximum offering price per share
has been calculated pursuant to Rule 457(h)(1) based upon the exercise
prices of options granted pursuant to the listed plans.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
reported in the Nasdaq SmallCap Market consolidated reporting system on
July 25, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) the Registrant's latest Annual Report filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as the "Incorporated Documents"). Any
statement contained in an Incorporated Document shall be deemed to be
modified or superseded for all purposes to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
Incorporated Document or in any prospectus or prospectus supplement modifies
or supersedes such statement.
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 limit the liability of a
director of the Registrant to the Registrant and its shareholders for
monetary damages for breach of fiduciary duty to the fullest extent permitted
by the Colorado Business Corporation Act ("CBCA"). The CBCA permits
elimination of a directors personal liability for monetary damages for breach
of fiduciary duty, except (i) for breach of the director's duty of loyalty to
a corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for acts specified in Section 7-108-403 of the CBCA and (iv) for
transactions in which the director directly or indirectly derived an improper
personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
officers and directors to the fullest extent permitted by the CBCA, as
amended from time to time. Subject to several exceptions, the CBCA provides
in part that a corporation shall have the power to indemnify any person made
a party to a proceeding (as defined
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in the CBCA) because such person is or was a director or officer of the
corporation or is or was serving at the corporation's request in a
representative capacity for another person or entity, against liability
incurred in the proceeding if the person conducted himself or herself in good
faith, and such person reasonably believed, in the case of conduct in an
official capacity, that his or her conduct was in the corporation's best
interests and in all other cases, that his or her conduct was at least not
opposed to the corporation's best interests. In addition, a corporation is
authorized to advance expenses to officers and directors provided the officer
or director furnishes to the corporation a written affirmation of his or her
good faith belief that he or she has met the standard of conduct described
above and the officer or director provides the corporation with a written
undertaking to repay the advance if it is ultimately determined that he or
she did not meet such standard of conduct. Any indemnification may be made
only as authorized in each specific case after a determination has been made
that indemnification is permissible by the board of directors, a committee of
the board of directors, the shareholders or independent legal counsel as
provided in the CBCA. Where an officer or director is wholly successful, on
the merits or otherwise, in the defense of any proceeding, a corporation must
indemnify him or her against reasonable expenses incurred. The Registrant
also maintains directors' and officers' liability coverage to insure
indemnification of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Image Guided Technologies, Inc. 1994 Stock Option Plan, as amended
(incorporated by reference from Exhibit 10.1 of the Registrant's
Registration Statement on Form SB-2 (Registration No. 333-09103).
4.2 Image Guided Technologies, Inc. 1997 Stock Option Plan, as amended
(incorporated by reference from the Registrant's Proxy Statement for
its Annual Meeting of Shareholders held April 24, 1997).
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C. regarding the
legality of the Common Stock being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in the
opinion filed as Exhibit 5.1).
25.1 Power of Attorney (included in Part II of this Registration Statement
under the caption "Signatures").
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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.
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b. That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
c. 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.
d. 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) 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.
e. 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
14c-3 under the Exchange Act; 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.
f. 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 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 Boulder, State of Colorado, on
July 30, 1997.
IMAGE GUIDED TECHNOLOGIES, INC.
By: /s/ Paul L. Ray
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Paul L. Ray
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
The undersigned directors and/or officers of the Registrant, by virtue
of their signatures to this Registration Statement appearing below, hereby
constitute and appoint Paul L. Ray and Jeffrey J. Hiller, or either of them,
with full power of substitution, as attorney-in-fact in their names, places
and steads to execute any and all amendments to this Registration Statement
in the capacities set forth opposite their names and hereby ratify all that
said attorneys-in-fact may do by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signatures Title Date
---------- ----- ----
/s/ Paul L. Ray Chairman of the Board and July 30, 1997
- ---------------------- Chief Executive Officer
Paul L. Ray (Principal Executive Officer)
/s/ Jeffrey J. Hiller Vice President and Chief July 30, 1997
- ---------------------- Financial Officer (Principal
Jeffrey J. Hiller Financial and Accounting Officer)
/s/ Waldean Schulz Director July 30, 1997
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Waldean Schulz
/s/ Robert Hamilton Director July 30, 1997
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Robert Hamilton
/s/ Ray Hauser Director July 30, 1997
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Ray Hauser
Director July __, 1997
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David Sengpiel
/s/ William O'Connor Director July 30, 1997
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William O'Connor
/s/ Clifford F. Frith Director July 30, 1997
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Clifford F. Frith
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Exhibit 5.1
July 30, 1997
Image Guided Technologies, Inc.
5710-B Flatiron Parkway
Boulder, Colorado 80301
Ladies and Gentlemen:
We are counsel to Image Guided Technologies, Inc., a Colorado corporation
(the "Company"), and in such capacity have examined the Company's
Registration Statement on Form S-8 (the "Registration Statement"), being
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of the offering of
a maximum of 931,118 shares (the "Shares") of the Company's Common Stock, to
be issued pursuant to the Company's 1994 and 1997 Stock Option Plans (the
"Plans"). We are familiar with the proceedings undertaken by the Company in
connection with the authorization, reservation and registration of the
Shares. Additionally, we have examined such questions of law and fact as we
have considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, upon issuance, delivery and payment therefor as contemplated
by the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
By: /s/ William E. Tanis
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William E. Tanis, Vice President
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Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Image Guided Technologies, Inc. of our report dated
March 7, 1997, which appears on page 12 of the Image Guided Technologies,
Inc. Annual Report on Form 10-KSB for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Boulder, Colorado
July 30, 1997
