As filed with the Securities and Exchange Commission on May 16, 2000
Registration No. ______________
United States Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement under the Securities Act of 1933
Computerized Thermal Imaging, Inc.
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(Exact name of issuer as specified in its charter)
Nevada 3815 87-0458721
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(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industries Identification Number)
Incorporation or Classification
Organization) Code Number)
476 Heritage Park Boulevard, Suite 210
Layton, Utah 84041
Voice: (801) 776-4700 Fax: (801) 776-6440
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(Address of principal executive offices, including zip code)
1995 Stock Option and Restricted Stock Plan and 1997 Stock Option and
Restricted Stock Plan
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(Full title of the plans)
Kevin Packard, CFO
476 Heritage Park Boulevard, Suite 210
Layton, Utah 84041
Voice: (801) 776-4700 Fax: (801) 776-6440
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(Name, Address and Telephone Number of Agent for Service)
With a copy to:
Joel Seidner, Esq.
5300 Memorial Drive, Suite 700
Houston, Texas 77007
Voice: (713) 861-1996 ext. 112 Fax: (713) 552-0202
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be To be price offering registration
registered registered per share (1) price (1) fee
______________________________________________________________________________
Common stock, 5,250,000 $8.375 $43,968,750 $11,610.00
par value $.001 shares
per share
______________________________________________________________________________
(1) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for purposes of calculating the registration fee and based on
*the average of the high and low bid on our common stock on May 11, 2000.
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 (the "Commission") by Computerized Thermal Imaging, Inc.,
are incorporated by reference in this registration statement: (a) the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1999; (b) the Company's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1999, December 31, 1999 and March 31, 2000; (c) the
Company's Reports on Form 8-K, as amended, filed August 23, 1999, August 25,
1999, April 6, 2000 and April 27, 2000; and (d) the description of the
securities offered incorporated by reference to the Company's Registration
Statement on Form SB-2, as amended, Registration Statement No. 333-47237
including any amendment or report filed for the purpose of updating such
description. All documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
The Company's Common Stock is registered under Section 12(g) of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Our Articles of Incorporation do not specifically address
indemnification of our directors and officers, except to make a general
reference that the directors "may exercise all rights, powers, and privileges
conferred upon similar corporations organized under and by virtue of the laws
of the State of Nevada". Nevada law permits a corporation to indemnify, among
others, any officer or director against certain liabilities under specified
circumstances, and to purchase and maintain insurance on behalf of its
officers and directors.
Consistent with the overall scope of Nevada law, our Bylaws at Article
VI provides that any director or officer who is the subject of or a
participant in a threatened, pending or completed legal action by reason of
the fact that such individual is or was a director or officer shall be
indemnified and held harmless by us from and against the consequences of such
action if it is determined that he acted in good faith and reasonably believed
(i) his conduct was in our best interest, (ii) in all other cases, that his
conduct was not opposed to our best interests, and (iii) with respect to
criminal proceedings, that he had no reasonable cause to believe his conduct
was unlawful; provided that if it is determined that such person is liable to
us or is found liable on the basis that personal benefit was improperly
received by such person, the indemnification is limited to reasonable expenses
actually incurred by such person in connection with the legal action and shall
not be made in respect of any legal action in which such person shall have
been found liable for willful or intentional misconduct in the performance of
his duty to us. Any indemnification (unless ordered by a court of competent
jurisdiction) shall be made by us only upon a determination that
indemnification of such person is proper in the circumstances by virtue of the
fact that it shall have been determined that such person has met the
applicable standard of conduct.
Our Bylaws also provide that reasonable expenses, including court costs
and attorneys' fees, incurred by our officers and directors in connection with
a covered legal action shall be paid by us at reasonable intervals in advance
of the final disposition of such action, upon receipt by us of a written
affirmation by such person of his good faith belief that he has met the
standard of conduct necessary for indemnification, and a written undertaking
by or on behalf of such person to repay the amount paid or reimbursed by us if
it is ultimately determined that he is not entitled to be indemnified.
Our Board of Directors may also authorize us to indemnify our employees
or agents, and to advance the reasonable expenses of such persons, to the same
extent, following the same determinations and upon the same conditions as are
required for the indemnification of and advancement of expenses to our
directors and officers. As of the date of this Registration Statement, the
Board of Directors has not extended indemnification rights to persons other
than directors and officers.
Our Bylaws also provide that we have the power and authority to purchase
and maintain insurance or another arrangements on behalf of any director,
officer, employee, or agent of us or any affiliate of the Company on similar
terms.
The foregoing discussion of our Bylaws is not intended to be exhaustive
and is qualified in its entirety by our Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
Exhibit No. Description of Exhibit
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5.1 Opinion of Axelrod, Smith & Kirshbaum
23.1 Consent of HJ & Associates (formerly Jones Jensen & Company)
23.2 Consent of Ham, Langston & Brezina, LLP
23.3 Consent of Axelrod, Smith & Kirshbaum
Item 9. Undertakings.
(a) The registrant will:
(1) File, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
(2) For the purpose of determining any liability under the
Securities Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at
that time to be the initial bona-fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) 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 of 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.
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 Layton, Utah on May 16, 2000.
COMPUTERIZED THERMAL IMAGING, INC.
/s/David A. Packer
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David A. Packer, Director, President & COO
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:
/s/David B. Johnston May 16, 2000
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DAVID B. JOHNSTON
Chairman of the Board and Chief Executive Officer
/s/Richard V. Secord May 16, 2000
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RICHARD V. SECORD
Vice Chairman of the Board and Secretary
/s/David A. Packer May 16, 2000
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DAVID A. PACKER
Director, President, Chief Operating Officer
and Treasurer
/s/Brent M. Pratley, M.D. May 16, 2000
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BRENT M. PRATLEY, M.D.
Director
/s/Milton R. Geilmann May 16, 2000
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MILTON R. GEILMANN
Director
/s/Harry C. Aderholt May 16, 2000
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HARRY C. ADERHOLT
Director
/s/Kevin L. Packard May 16, 2000
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KEVIN L. PACKARD
Chief Financial Officer
Exhibit 5.1
AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Facsimile (713) 552-0202
May 16, 2000
Computerized Thermal Imaging, Inc.
476 Heritage Park Boulevard, Suite 210
Layton, Utah 84041
Dear Mr. Packer:
As counsel for Computerized Thermal Imaging, Inc., a Nevada corporation
(the "Company"), you have requested our firm to render this opinion in
connection with the registration statement of the Company on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed with the Securities and Exchange Commission relating to the
registration of the issuance of up to 5,250,000 shares of common stock, par
value $.001 per share (the "Common Stock"), to be issued in connection with
the 1995 Stock Option and Restricted Stock Plan and the 1997 Stock Option and
Restricted Stock Plan (the "Plans") to the employees and the consultants who
will be compensated through the Plans.
We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the
Registration Statement and such other documents and certificates of public
officials and of officers of the Company with respect to the accuracy of the
factual matters contained therein as we have felt necessary or appropriate in
order to render the opinions expressed herein. In making our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents presented to us as originals, the conformity to original documents
of all documents presented to us as copies thereof, and the authenticity of
the original documents from which any such copies were made, which assumptions
we have not independently verified. Based upon the foregoing, we are of the
opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and
2. The shares of Common Stock to be issued are validly authorized and,
when issued and delivered in accordance with the terms of the Plans,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the Registration Statement to Axelrod,
Smith, & Kirshbaum under the heading "Exhibits-Opinion."
Very truly yours,
/s/ Axlerod, Smith & Kirshbaum
Exhibit 23.1
Consent of HJ & Associates, LLC
(formerly known as Jones Jensen & Company, LLC)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Computerized Thermal Imaging, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Computerized Thermal Imaging, Inc. of our report dated October 7,
1999 relating to the consolidated balance sheets of Computerized Thermal
Imaging, Inc. as of June 30, 1999 and 1998 and the related statements of
operations, changes in stockholders' equity and cash flows for the years then
ended, which report appears in the annual report on Form 10-KSB of
Computerized Thermal Imaging, Inc. for the year ended June 30, 1999.
/s/ HJ & Associates, LLC
Salt Lake City, Utah
May 15, 2000
Exhibit 23.2
Consent of Ham, Langston & Brezina, LLP
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Computerized Thermal Imaging, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Computerized Thermal Imaging, Inc. of our report dated October 26,
1998 relating to the consolidated balance sheets of Computerized Thermal
Imaging, Inc. as of June 30, 1998 and the related statements of operations,
changes in stockholders' equity and cash flows for the years then ended, which
report appears in the annual report on Form 10-KSB of Computerized Thermal
Imaging, Inc. for the year ended June 30, 1999.
/s/ Ham, Langston & Brezina, LLP
Houston, Texas
May 12, 2000
Exhibit 23.3
Consent of Axelrod, Smith & Kirshbaum
CONSENT OF COUNSEL
The consent of Axelrod, Smith & Kirshbaum, is contained in their opinion filed
as Exhibit 5.1 to this Registration Statement.
