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As filed with the Securities and Exchange Commission on July 16, 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 charter)
Colorado 84-0631765
- ----------------------------------- --------------------------------------
(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.
NON-QUALIFIED STOCK OPTIONS FOR
FOR EMPLOYEES, DIRECTORS, AND CONSULTANTS
(Full title of the plan)
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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, Jr., 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
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
=====================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par 217,900 1.50 326,850 113
value
Common Stock, $.01 par 4,000 1.91 7,640 3
value
Common Stock, $.01 par 245,000 2.00 490,000 169
value
Common Stock, $.01 par 225,000 2.75 618,750 213
value
Common Stock, $.01 par 225,000 3.00 675,000 233
value
Common Stock, $.01 par 225,000 3.75 843,750 291
value
- -------------------------------------------------------------------------------------
1,141,900 2,961,990 1,022
</TABLE>
(1) This Registration Statement is being filed to register shares of
Common Stock which may be issued pursuant to non-qualified 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.
----------------
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.
---------------------------------------
The following documents filed with the Commission by the Registrant
are incorporated into this Registration Statement by this reference:
(1) Registrant's Annual Reports 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 and March 31, 1996;
(3) Form 8-K reporting an event of July 12, 1996;
(4) 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
(4) 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.
-------------------------
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.
-----------------------------------------
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
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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
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
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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.
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
---------------------------------
Not Applicable
Item 8. Exhibits.
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The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
5.1 Opinion of Counsel and Consent of Friedlob Sanderson Raskin Paulson &
Tourtillott, LLC
24.1 Consent of Friedlob Sanderson Raskin Paulson & Tourtillott, LLC - See
Exhibit 5.1.
24.2 Consent of McGladrey & Pullen, LLP
Item 9. Undertakings.
------------
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
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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.
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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SIGNATURES
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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 July 15, 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 July 11, 1996
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Edwin L. Adair, M.D.
/s/ PAT HORSLEY ADAIR Director July 11, 1996
------------------------
Pat Horsley Adair
/s/ I. DEAN BAYNE, M.D. Director July 12, 1996
------------------------
I. Dean Bayne, M.D.
/s/ VAN A. HORSLEY Director, Chief July 11, 1996
------------------------ Principal Financial
Van A. Horsley Officer and Executive
Officer
______________________ Director _________, 1996
Leroy Bilanich
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[LETTERHEAD OF FRIEDLOB SANDERSON RASKIN PAULSON & TOURTILLOTT, LLC
APPEARS HERE]
July 11, 1996
Medical Dynamics, Inc.
99 Inverness Drive East
Englewood, CO 80112
Re: Registration Statement on Form S-8
Opinion of Counsel
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 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 has been duly and validly authorized, created and are
fully paid and non-assessable.
2. When exercised in accordance with the terms of the Options, the
Common Stock issued will be legally issued as fully paid and non-assessable.
We hereby consent to such use of our name in such 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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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 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
/s/ MCGLADREY & PULLEN LLP
Denver, Colorado
July 15, 1996
