<PAGE>
Registration No. 333-________________
As filed with the Securities and Exchange Commission on June ___, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
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. 1997 STOCK OPTION PLAN
IMAGE GUIDED TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE 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)
----------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share offering price registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 136,150 shares $ 2.28 (1) $ 310,422
value per share 363,850 shares 2.00 (2) 727,700
200,000 shares 1.70 (3) 340,000
Totals 700,000 shares $ 1,378,122 $ 406.55
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These shares underlie options that have been issued pursuant to the
Registrant's 1997 Stock Option Plan (the "1997 Option Plan"). The
registration fee has been calculated pursuant to Rule 457(h)(1) based upon
the exercise prices of the options granted pursuant to the 1997 Plan.
(2) These shares underlie options that may be issued pursuant to the 1997
Option Plan. The registration fee has been calculated pursuant to Rule
457(c) based upon the last sale price reported by the Nasdaq SmallCap
Market consolidated reporting system as of June 16, 1998.
(3) These shares are issuable pursuant to the Registrant's Stock Purchase Plan.
The shares are purchasable at 85% of the market price (last sale price as
reported on the NASDAQ market) of the stock as of certain measurement
dates. The registration fee has been calculated pursuant to Rule 457(c)
based upon the last sale price reported by the Nasdaq SmallCap Market
consolidated reporting system as of June 16, 1998.
<PAGE>
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), 13(c), 14 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
II-1
<PAGE>
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. 1997 Stock Option Plan, as
amended
4.2 Image Guided Technologies, Inc. Employee Stock Purchase Plan (1)
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").
- -------------
(1) This Exhibit is incorporated by reference from the Registrant's Definitive
Proxy Statement for its Annual Meeting of Shareholders held May 19, 1998,
as filed with the Commission on April 23, 1998 (Control No. 98599527).
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.
II-2
<PAGE>
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.
II-3
<PAGE>
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 June 15, 1998
IMAGE GUIDED TECHNOLOGIES, INC.
By: /s/ Paul L. Ray
-----------------------------------
Paul L. Ray
CHAIRMAN OF THE BOARD AND PRESIDENT
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, President, June 15, 1998
- ------------------------ Chief Executive Officer
Paul L. Ray (Principal Executive Officer), and
Director
/s/ Jeffrey J. Hiller Vice President and Chief Financial June 15, 1998
- ------------------------ Officer (Principal Financial and
Jeffrey J. Hiller Accounting Officer)
/s/ William G. Lyons Director June 15, 1998
- ------------------------
William G. Lyons
/s/ A. Clinton Allen Director June 15, 1998
- ------------------------
A. Clinton Allen
/s/ Terry R. Knapp Director June 15, 1998
- ------------------------
Terry R. Knapp
/s/ Clifford F. Frith Director June 15, 1998
- ------------------------
Clifford F. Frith
II-4
<PAGE>
Exhibit 4.1
IMAGE GUIDED TECHNOLOGIES, INC.
1997 STOCK OPTION PLAN
(a) INTRODUCTION. This Stock Option Plan (the "Plan") is established for
the purpose of providing employees, consultants and directors of Image Guided
Technologies, Inc., a Colorado corporation (the "Corporation"), with the
opportunity of participating in the growth of the Corporation through the
purchase of the Common Stock of the Corporation (the "Common Stock"). The Board
of Directors believes that the Plan affords an appropriate means of encouraging
employees, consultants and directors to provide service to the Corporation and
of rewarding such employees, consultants and directors for their contributions
to the Corporation's growth. The options granted under the Plan are intended to
qualify as incentive stock options under the Internal Revenue Code of 1986, as
amended (the "Code"), unless designated as non-qualified stock options.
However, to the extent any options granted as incentive stock options fail to
qualify for any reason as incentive stock options, they shall automatically be
treated as non-qualified stock options.
(b) ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors (the "Board") of the Corporation or by a committee (the
"Committee") consisting solely of two or more members of the Board, each of whom
shall be a "non-employee director" as that term is defined in Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any vacancy
occurring in the membership of the Committee shall be filled by appointment by
the Board. With respect to Insiders (as defined below), transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. The term "Insiders" shall mean those
officers, directors and other persons who are subject to Section 16 of the
Securities Exchange Act of 1934 and the rules and regulations thereunder.
The Board or Committee, as the case may be, may from time to time adopt
such rules and regulations as it may deem advisable for the administration of
the Plan, and may alter, amend or rescind any such rules and regulations in its
discretion. The Board or Committee shall have the power to interpret or amend
or discontinue the Plan, except that any amendment which increases the aggregate
number of shares for which options may be granted under the Plan shall take
effect only upon approval of the shareholders of the Corporation; and further
provided that without the written consent of an optionee, no amendment or
suspension of the Plan shall alter or impair any option previously granted to
him under the Plan, subject to any provisions otherwise in the Plan. All
decisions made by the Board or Committee in the administration and
interpretation of the Plan shall be binding and conclusive for all purposes. No
member of the Board or Committee shall be liable for any action taken or
decisions made by him in good faith with respect to the Plan or any option
granted under it, and all members of the Board or Committee shall, in addition
to their rights as directors, be fully indemnified by the Corporation with
respect to any such action or determination.
(c) GRANT OF OPTION. Except as provided in Section 7 hereof, options may
be granted under the Plan for a total of 800,000 shares of Common Stock to one
or more employees, consultants or directors of the Corporation selected by the
Board or Committee in its sole discretion. The grant of an option hereunder
shall be evidenced by the Corporation's written agreement of the grant, which
shall also indicate the terms and conditions of the option granted, and whether
the option is an incentive stock option or non-qualified stock option. Such
agreement shall be delivered to and executed by the individual to whom the
option is granted. If any shares of Common Stock subject to such options are
not purchased or otherwise paid for before such stock options expire, such
shares may again be made subject to stock options. No stock option may be
granted under the Plan more than 10 years after the initial adoption of the Plan
by the Board, which tenth anniversary is January 29, 2007.
<PAGE>
(d) TERMS AND CONDITIONS OF OPTIONS. The type of option, the number of
shares which may be purchased under each option, the purchase price per share
and the option's expiration date, shall be designated by the Board or Committee
at the time the option is granted. The purchase price per share of an incentive
stock option shall in no event be less than 100% of the fair market value of a
share at the time the option is granted and the purchase price per share of a
non-qualified stock option shall in no event be less than 85% of the fair market
value of a share at the time the option is granted; provided, however, that
incentive stock options may not be granted to any holder of the voting rights of
10% or more of the total combined voting power of all classes of stock of the
Corporation at time of grant, unless the purchase price shall be at least 110%
of the fair market value of the shares at the time of grant. "Fair market
value" shall be determined as set forth in Section 6 below. A stock option
granted under the Plan shall not be transferable by the individual to whom it is
granted otherwise than by will or the laws of descent and distribution, and
shall be exercisable during the lifetime of the optionee only by him; provided,
however, that if such individual becomes legally disabled (as such term is
defined in Section 105(d)(4) of the Code), his legal representative may exercise
the stock option on his behalf; and provided, further, the Board or Committee
may permit transferability of non-qualified stock options by so providing in the
optionee's Non-Qualified Stock Option Agreement. No incentive stock options
shall be granted under the Plan to any employee where the aggregate fair market
value (determined at the time the option is granted) of the stock with respect
to which incentive stock options are exercisable for the first time by such
employee during any calendar year (under all such plans of the Corporation and
its parent and subsidiary corporations) shall exceed $100,000. All options
shall be exercisable even though there may be outstanding any other option(s)
which was or were granted before the granting of such option. The Board or
Committee may impose on any option any additional terms and conditions which it
deems advisable and which are not inconsistent with the Plan.
(e) EXERCISE OF OPTIONS.
a. Unless otherwise determined by the Board or Committee and
specifically set forth in optionee's Non-Qualified or Incentive Stock Option
Agreement, as applicable, options granted hereunder shall mature and become
exercisable as follows:
<TABLE>
<CAPTION>
Fraction of
Period of Time Shares for
After Date of Which Option May
Grant Be Exercised
-------------- ----------------
<S> <C>
At the end of 6 months 1/6
At the end of every
three months thereafter 1/12
At the end of the 36th month Any remaining shares
</TABLE>
b. An optionee may exercise less than all the matured portion of the
option, in which case such unexercised, matured portion shall continue to remain
exercisable, subject to the terms of the Plan, until the option terminates as
provided below. The Board or Committee may accelerate the vesting of any
optionee's stock option by giving written notice to the optionee and, with the
consent of the holder thereof, modify, amend or terminate any stock option.
c. Unless otherwise specified by the Board or Committee, options
granted hereunder to employees and consultants shall be exercisable by the
optionee for a period of three months after optionee's employment by, or
engagement with, the Corporation terminates, other than for cause (as defined
below); provided that such options shall not become exercisable for additional
shares (i.e., no further vesting) following the date of termination. If an
optionee's employment or engagement with the Corporation is terminated for
cause, the option
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<PAGE>
shall not be exercisable at any time after such termination. "Cause" shall mean
(i) optionee's commission of a felony, fraud or willful misconduct which has
resulted, or is likely to result, in damage to the Corporation, as determined in
the sole discretion of the Board or Committee, or (ii) the breach by optionee of
the terms of any non-disclosure or non-competition agreement with the
Corporation, as determined in the sole discretion of the Board or Committee. If
optionee's employment or engagement is terminated due to his death or legal
disability (as that term is defined in Section 105(d)(4) of the Code) at a time
when he could have exercised an incentive or non-qualified stock option or any
part thereof, then the option shall remain exercisable for a period of one (1)
year from the date of such individual's termination as a result of disability or
death; provided, however, that no such option shall become exercisable for
additional shares (i.e., no further vesting) following the date of termination.
Unless otherwise specified by the Board or Committee, options granted to
non-employee directors shall remain exercisable until their specified expiration
dates; provided that such options shall not become exercisable for additional
shares (i.e., no further vesting) following the date of termination of a
director's service on the Board. Notwithstanding any other provision of this
section or of any other section of the Plan, no stock option granted hereunder
shall be exercisable after the expiration of ten (10) years from the date such
option is granted; provided that no incentive stock option granted to a 10%
shareholder (as referenced in Section 4 hereof) shall be exercisable after the
expiration of five (5) years from the date such option is granted.
d. Incentive stock options may be granted only to employees
(including officers) of the Corporation. A director of the Corporation shall
not be eligible to be granted an incentive stock option unless the director is
also an employee of the Corporation. Consultants shall not be eligible to be
granted incentive stock options. Non-employee directors and consultants may
only be granted non-qualified stock options. An optionee may, if he is
otherwise eligible, be granted additional options. Employees, directors and
consultants of any "parent" or "subsidiary" of the Corporation (as defined in
Section 424 of the Code) shall also be eligible to be granted options under the
Plan.
e. An optionee shall exercise his option by delivering to the
Corporation's Secretary, at the principal office of the Corporation, the form of
Stock Option Exercise Notice attached to his Stock Option Agreement, or
otherwise provided to optionee by the Corporation, which notice shall set forth
the number of shares desired to be purchased and state whether the optionee is
exercising an incentive stock option or non-qualified stock option; such
Exercise Notice shall also be accompanied by cash or check in the amount equal
to the full purchase price of the shares being purchased; provided, however,
that the Corporation may in its discretion allow the optionee to pay the
purchase price in whole or in part by transferring to the Corporation shares of
Common Stock held by him for at least six (6) months prior to the date of
exercise, in which case such certificate shall reflect the number of shares
after payment of the exercise price. The Exercise Notice shall be signed by the
holder of the option; and, at the option of the Corporation, shall contain a
representation that the shares are being purchased for investment only and not
for resale or distribution. The Corporation may place a legend on any
certificate issued hereunder which it deems necessary to comply with any
applicable law. Within a reasonable time after receipt of notice in the form
specified above, the Corporation shall cause to be issued and delivered to the
holder of the option a certificate for the number of shares of Common Stock
which the holder has purchased; provided, however, that the Corporation may in
its discretion allow the optionee to elect to pay any withholding taxes payable,
in whole or in part, by transferring to the Corporation shares of Common Stock
of the Corporation owned by him or by being credited by the Corporation for
shares he has a right to acquire in the option being exercised, in which case
such certificate shall reflect the number of shares after payment of the taxes.
All documentary stamp taxes payable on account of such issue shall be paid for
by the Corporation. In no event shall the Corporation be required to issue
fractional shares upon the exercise of an option.
f. No person shall have any rights as a shareholder with respect to
any shares covered by an option until the date of the issuance of a stock
certificate(s) for the shares for which the option has been exercised. No
adjustments shall be made for dividends or distributions or other rights for
which the record date is prior to the date such stock certificate(s) are issued,
except as provided in Section 7. Nothing in this Plan or in any option
agreement shall confer upon any optionee any right to continue in the employ of
the Corporation or
-3-
<PAGE>
interfere in any way with any right of the Corporation to terminate the
optionee's employment at any time. The adoption of the Plan of itself, shall
not be deemed to entitle any employee to any rights to be granted options.
(f) DEFINITION OF FAIR MARKET VALUE. For the purposes of this Plan, "fair
market value" shall mean either the exercise price per share established in the
discretion of the Board of Directors or, in the event the Corporation's stock is
publicly traded: (i) the closing price per share of Common Stock of the
Corporation on the date preceding the date of grant, as reported by the NASDAQ
National Market or SmallCap Market, (ii) the average of the closing bid and ask
price per share of Common Stock of the Corporation on the date preceding the
date of grant, as reported on the over-the-counter market, or (iii) if the
Corporation's Common Stock is listed on a national securities exchange, fair
market value shall mean the closing price of the Common Stock on such exchange
on such preceding date as reported by THE WALL STREET JOURNAL.
(g) STOCK SPLITS, MERGERS, ETC.
a. In case of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of the
Corporation's Common Stock, appropriate adjustment will be made to both the
number of shares which may be purchased under the Plan and the number and price
per share of Common Stock which may be purchased under any outstanding options.
If any adjustment shall result in a fractional share, the fraction shall be
disregarded, and the Corporation shall have no obligation to make any cash or
other payment with respect to such a fractional share. Any adjustment shall be
made by the Board, whose determination in that respect, and as to whether any
adjustment needs to be made, shall be final, binding and conclusive.
b. In the event of a Change in Control (as defined below) of the
Corporation, the Board, in its sole discretion, may provide for the acceleration
of the exercise date of some or all of the non-exercisable portion of any
outstanding stock options and/or may provide for the replacement of any stock
options with comparable options to purchase stock of such other corporation or
entity. A "Change in Control" shall be deemed to have occurred if the
shareholders of the Corporation approve a definitive agreement (a) to merge or
consolidate the Corporation with or into another entity in which the Corporation
is not the continuing or surviving corporation or pursuant to which any shares
of Common Stock would be converted into cash, securities, or other property of
another entity, other than a merger of the Corporation in which the holders of
common stock immediately prior to the merger have the same proportionate
ownership of common stock (or equivalent securities) of the surviving entity
immediately after the merger as immediately before, or (b) to sell or otherwise
dispose of all or substantially all of the assets of the Corporation. All
options outstanding on the date any such event or transaction is consummated, to
the extent not assumed by the surviving or acquiring corporation or exercised by
the optionee, shall be terminated and no longer exercisable.
c. In the event of a dissolution or liquidation of the Corporation,
all stock options shall terminate immediately prior to the consummation of such
dissolution or liquidation, unless otherwise determined by the Board.
(h) EFFECTIVE DATE. The Plan was adopted by the Board of Directors and
became effective on January 30, 1997. The Plan shall be approved by the
shareholders of the Corporation within twelve months of such date or else the
Plan shall lapse and be cancelled.
-4-
<PAGE>
Exhibit 5.1
June 17, 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 700,000
shares (the "Shares") of the Company's Common Stock, to be issued pursuant to
the Company's 1997 Stock Option Plan, as amended and the Company's Employee
Stock Purchase Plan (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
William E. Tanis, Vice President
<PAGE>
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
April 3, 1998, which appears on page 14 of the Image Guided Technologies,
Inc. Annual Report on Form 10-KSB for the year ended December 31, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boulder, Colorado
June 17, 1998
