As filed with the Securities and Exchange Commission on September 13, 1996
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Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MEDICAL DYNAMICS, INC.
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(Exact name of Registrant specified in its charter)
Colorado 84-0631765
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
99 Inverness Drive East
Englewood, CO 80112
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(Address of Principal Executive Offices) Zip Code
MEDICAL DYNAMICS, INC.
STOCK OPTIONS FOR
EMPLOYEES, DIRECTORS AND CONSULTANTS
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(Full title of the plan)
Van A. Horsley, President
Medical Dynamics, Inc.
99 Inverness Drive East
Englewood, CO 80112
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(Name and address of agent for service)
(303) 790-2990
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(Telephone number, including area code, of agent for service)
Copies to:
Herrick K. Lidstone, Esq.
Mary M. Maikoetter, Esq.
Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
1400 Glenarm Place, Suite 300
Denver, Colorado 80202
(303) 571-1400
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered (1) share price fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 320,000 $4.00 $1,280,000 $442
Common Stock, $.001 par
value 65,000 $3.75 243,750 84
Common Stock, $.001 par
value 65,000 $3.00 195,000 67
Common Stock, $.001 par
value 302,931 $2.75 833,060 287
Common Stock, $.001 par
value 65,000 $2.00 130,000 45
Common Stock, $.001 par
value 120,000 $1.50 180,000 62
Common Stock, $.001 par
value 100,000 $1.125 112,500 39
- ------------------------------------------------------------------------------------------------------------
1,037,931 $2,974,310 $1,026
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</TABLE>
(1) This Registration Statement is being filed to register shares of Common
Stock which may be issued pursuant to stock options issued by the
Registrant to certain employees, directors and consultants.
ii
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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Documents containing information related to the Medical Dynamics, Inc. (the
"Registrant") Non-Qualified Stock Options For Employees, Directors, and
Consultants (the "Plans"), which are not filed as a part of this Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the "Securities Act") will be sent or
given to the holders of the stock options issued under the Plans (the
"Optionees") by the Registrant as specified by Rule 428(b)(1) under the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
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As required by this Item, the Registrant will provide to the Optionees a
written statement advising them of the availability without charge, upon written
or oral notice, of documents incorporated by reference in Item 3 of Part II of
this Registration Statement and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act. The statement will include the address
listing the title or department and telephone number to which the request is to
be directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by the Registrant are
incorporated into this Registration Statement by this reference:
(1) Registrant's Annual Report on Form 10-KSB for the year ended September
30, 1995;
(2) Registrant's Quarterly Reports on Forms 10-QSB for the periods ended
December 31, 1995, March 31, 1996 and June 30, 1996;
(3) Form 8-K reporting an event of July 12, 1996;
(4) Form 8-K reporting an event of September 5, 1996;
(5) The description of the Common Stock contained in the Exhibits to the
Registrant's Registration Statement on Form 8-A as filed with the
Commission registering its Common Stock and current report on Form 8-K
dated October 12, 1988, reporting changes reflected to the Common
Stock and constituting an amendment to the Form 8-A; and
(6) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all shares offered hereunder have been
sold or deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
Item 4. Description of Securities.
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No description of the class of securities to be offered is required under
this item because the class of securities to be offered is registered under
Section 12 of the Exchange Act (Commission File No. 0-8623).
Item 5. Interests of Named Experts and Counsel.
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None.
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Item 6. Indemnification of Directors and Officers.
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Section 7-109-102 of the Colorado Revised Statutes and the Registrant's
Articles of Incorporation, under certain circumstances provide for the
indemnification of the Registrant's officers, directors and controlling persons
against liabilities which they may incur in such capacities. A summarization of
the circumstances in which such indemnification is provided for is contained
herein, but that description is qualified in its entirety by reference to the
Registrant's Articles of Incorporation and the relevant Section of the Colorado
Revised Statutes.
In general, the statute provides that any director may be indemnified
against liabilities (including the obligation to pay a judgment, settlement,
penalty, fine or expense), incurred in a proceeding (including any civil,
criminal or investigative proceeding) to which the director was a party by
reason of such status. Such indemnity may be provided if the director's actions
resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in the Registrant's best interest with respect to actions
taken in the director's official capacity; (iii) were reasonably believed not to
be opposed to the Registrant's best interest with respect to other actions; and
(iv) with respect to any criminal action, the director had no reasonable grounds
to believe the actions were unlawful. Unless the director is successful upon the
merits in such an action, indemnification may generally be awarded only after a
determination of independent members of the Board of Directors or a committee
thereof, by independent legal counsel or by vote of the shareholders that the
applicable standard of conduct was met by the director to be indemnified.
The statutory provisions further provide that unless limited by a
corporation's articles of incorporation, a director or officer who is wholly
successful, on the merits or otherwise, in defense of any proceeding to which he
was a party, is entitled to receive indemnification against reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. In
addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted for
indemnification of directors, if consistent with law and if provided for by its
articles of incorporation, bylaws, resolution of its shareholders or directors
or in a contract. The provision of indemnification to persons other than
directors is subject to such limitations as may be imposed on general public
policy grounds.
In addition to the foregoing, unless hereafter limited by the Registrant's
articles of incorporation, a court, upon petition by an officer or director, may
order the Registrant to indemnify such officer or director against liabilities
arising in connection with any proceeding. A court may order the Registrant to
provide such indemnification, whether or not the applicable standard of conduct
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<PAGE>
described above was met by the officer or director. To order such
indemnification the court must determine that the petitioner is fairly and
reasonably entitled to such indemnification in light of the circumstances. With
respect to liabilities arising as a result of proceedings on behalf of the
Registrant, a court may only require that a petitioner be indemnified as to the
reasonable expenses incurred.
Indemnification in connection with a proceeding by or in the right of the
Registrant in which the director is successful is permitted only with respect to
reasonable expenses incurred in connection with the defense. In such actions,
the person to be indemnified must have acted in good faith, in a manner believed
to have been in the Registrant's best interest and must not have been adjudged
liable for negligence or misconduct. Indemnification is otherwise prohibited in
connection with a proceeding brought on behalf of the Registrant in which a
director is adjudged liable to the Registrant, or in connection with any
proceeding charging improper personal benefit to the director in which the
director is adjudged liable for receipt of an improper personal benefit.
Colorado law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding, in advance of a final disposition of the matter. Such advances of
expenses are permitted if the person furnishes to the Registrant a written
statement of his belief that he met the applicable standard of conduct required
to permit such indemnification. The person seeking such expense advances must
also provide the Registrant with a written agreement to repay such advances if
it is determined the applicable standard of conduct was not met. A determination
must also be made that the facts known to the Registrant would not preclude
indemnification.
The statutory section cited above further specifies that any provisions for
indemnification of or advances for expenses to directors which may be contained
in the Registrant's Articles of Incorporation, Bylaws, resolutions of its
shareholders or directors, or in a contract (except for insurance policies)
shall be valid only to the extent such provisions are consistent with the
Colorado statutes and any limitations upon indemnification set forth in the
Articles of Incorporation.
The statutory provision cited above also grants the power to the Registrant
to purchase and maintain insurance policies which protect any director, officer,
employee, fiduciary or agent against any liability asserted against or incurred
by them in such capacity arising out of his status as such. Such policies may
provide for indemnification whether or not the corporation would otherwise have
the power to provide for it. No such policies providing protection against
liabilities imposed under the securities laws have been obtained by the
Registrant.
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Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act
and is, therefore, unenforceable.
Item 7. Exemption from Registration Claim.
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Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
Exhibit Consecutive
Number Exhibit Description Page No.
- ------ ------------------- --------
5.1 Opinion of Counsel and Consent of Friedlob 10
Sanderson Raskin Paulson & Tourtillott, LLC
23.1 Consent of Friedlob Sanderson Raskin Paulson 9
& Tourtillott, LLC - See Exhibit 5.1.
23.2 Consent of McGladrey & Pullen, LLP 11
Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
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; (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; 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 to the
information in the registration statement.
That, for the purpose of determining any liability under the Securities
Act, 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.
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<PAGE>
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.
That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, as amended (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.
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<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 Englewood, State of Colorado, on September 11, 1996.
MEDICAL DYNAMICS, INC.
By /S/ VAN A. HORSLEY
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Van A. Horsley, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/S/ EDWIN L. ADAIR, M.D. Director September 11, 1996
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Edwin L. Adair, M.D.
/S/ PAT HORSLEY ADAIR Director September 11, 1996
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Pat Horsley Adair
/S/ I. DEAN BAYNE, M.D. Director September 11, 1996
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I. Dean Bayne, M.D.
/S/ VAN A. HORSLEY Director, September 11, 1996
- -------------------------- Principal Financial
Van A. Horsley Officer, Principal
Executive, Principal
Accounting Officer
- -------------------------- Director September , 1996
Leroy Bilanich
II-6
Friedlob Sanderson Raskin
Paulson & Tourtillott, LLC
-------------------------- EXHIBIT 5.1
1400 Glenarm Place Denver, Colorado 80202-5099
(303) 571-1400 FAX (303) 595-3159 FAX (303) 595-3970
Internet: [email protected]
DTC Office
8400 East Prentice Avenue
Englewood, Colorado 80111-2918
September 11, 1996
Medical Dynamics, Inc.
99 Inverness Drive East
Englewood, CO 80112
Re: Registration Statement on Form S-8
Opinion of Counsel
Ladies and Gentlemen:
As counsel for Medical Dynamics, Inc., a Colorado corporation (the
"Corporation"), we have examined the Articles of Incorporation, as amended, the
bylaws and minutes of the Corporation and such other corporate records,
documents, certificates and other instruments as in our judgment we have deemed
relevant for the purposes of this opinion. We have also, as such counsel,
examined the Registration Statement on Form S-8, as amended to date (the
"Registration Statement"), covering the registration of shares of common stock,
$.001 par value per share underlying options (the "Options") issued pursuant to
certain employee benefit plans. Based upon the foregoing, we are of the opinion
that:
1. The common stock is duly and validly authorized and a sufficient number
of shares has been reserved for issuance upon exercise of the Options.
2. Upon exercise of the Options in accordance with their terms, the common
stock issued will be legally issued as fully paid and non-assessable shares of
the Corporation.
We hereby consent to the use of our name in the Registration Statement and
to the filing of this Opinion as Exhibit 5.1 thereto. In giving this consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/S/ FRIEDLOB SANDERSON RASKIN
PAULSON & TOURTILLOTT, LLC
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Medical Dynamics, Inc.
Englewood, Colorado
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of Medical Dynamics, Inc. (the "Company") of our report
dated November 27, 1995 relating to the consolidated financial statements of the
Company appearing in the Company's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995.
We also consent to the reference to our firm under the caption "Experts" in such
Registration Statement.
McGLADREY & PULLEN, LLP
Charlotte, North Carolina
September 12, 1996
