As filed with the Securities and Exchange Commission on April 19, 1999
File No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDICAL DYNAMICS, INC.
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(Exact name of Registrant as specified in charter)
Colorado 84-0631765
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Van A. Horsley, President
99 Inverness Drive East 99 Inverness Drive East
Englewood, Colorado 80112 Englewood, Colorado 80112
(303) 790-2990 (303) 790-2990
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(Address, including zip code and telephone (Name, address, including zip code
number, including area and telephone number, including
code, of registrant's principal executive area code, of agent for service)
offices)
Medical Dynamics, Inc. 1998 Stock Option Plan
and
Medical Dynamics, Inc. 1997 Stock Option Plan For Employees of
Computer Age Dentist, Inc.
and
Employment Contracts with Chae U. Kim, Daniel L. Richmond,
R. Scott McLaughlin and Don Jackson
and
Individual Stock Option Plans with Brian McLaughlin, Jay Baum, Mick McGauran,
Steve Desautels, Dave Goto, Rachel Harris, Jeanne Phegley and Dave Sowa
(Full Titles of Plans)
It is requested that copies of all correspondence be sent to:
Mary M. Maikoetter., Esq.
609 E. Speer Blvd., Suite 300
Denver, Colorado 80203
Telephone Number (303) 744-3580
Facsimile Number (303) 744-3050
Page 1 of 7
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title Of Securities Amount To Be Proposed Proposed Amount Of
To Be Registered Registered Maximum Maximum Registration
Aggregate Price Aggregate Fee
Per Share Offering Price
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 1,479,000 $1.78125(1) $2,634,469 $732
Common 21,000 $1.38 $28,980 8
Common 17,500 $1.78125 (1) $31,172 9
Common 290,200 $3.00 $870,600 242
Common 1,477,500 $3.25 $4,801,875 1,335
Common 5,000 $3.75 $18,750 5
Common 100,000 $4.00 $400,000 111
Common 10,000 $4.50 $45,000 13
Common 300,000 $5.00 $1,500,000 417
Total 3,700,200 $10,330,846 $2,872
- ---------------------------------------------------------------------------------------------------
</TABLE>
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) based on the last sale reported on April 12, 1999.
Page 2 of 7
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Medical Dynamics, Inc. (the "Registrant") hereby incorporates by reference
into this registration statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-KSB/A1 for the
Fiscal Year Ended September 30, 1998, as filed with the
Commission on February 9, 1999;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
Fiscal Period Ended December 31, 1998, as filed with the
Commission on February 16, 1999;
(c) The Registrant's Current Report on Form 8-K reporting an event
on March 4, 1999, as filed with the Commission on March 9,
1999;
(d) The Registrant's Current Report on Form 8-K reporting an event
on March 18, 1999, as filed with the Commission on March 23,
1999;
(e) The Registrant's Current Report on Form 8-K reporting an event
on April 13, 1999, as filed with the Commission on April 15,
1999; and
(f) The Registrant's description of its common stock (the "Common
Stock") contained in the Registrant's registration statement
on Form 8-A as filed with the Commission registering its
Common Stock; as subsequently amended by a Form 8-K dated
October 12, 1988, and its Form 8-A/A dated April 19, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and will be deemed to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Experts and Counsel.
None.
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
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<PAGE>
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
as 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
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
Page 4 of 7
<PAGE>
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.
The Registrant has entered into Indemnification Agreements with certain of
its directors agreeing to provide indemnification benefits to the fullest extent
permitted by Colorado law and its Articles of Incorporation and Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
- ------ -----------
5.1 Opinion and Consent of Mary M. Maikoetter, Esq..
23.1 Consent of Mary M. Maikoetter, Esq. (Included in Exhibit 5.1)
23.2 Consent of Hein + Associates LLP.
24.1 Power of Attorney. (Included on Signature Page)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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 in the Registration Statement;
Page 5 of 7
<PAGE>
(2) That for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) 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.
The undersigned Registrant hereby undertakes 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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 Registrant's Articles of Incorporation, 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.
Page 6 of 7
<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 Englewood, Arapahoe County, State of Colorado, on April 16, 1999.
MEDICAL DYNAMICS, INC.
By /s/ Van A. Horsley
---------------------------------
Van A. Horsley, President
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and/or
officers of Medical Dynamics, Inc., by virtue of their signatures appearing
below, hereby constitute and appoint Van A. Horsley 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 on Form S-8, in the
capacities set forth opposite their names on the signature page thereof and
hereby ratify all that said attorney-in-fact may do by virtue of the power of
attorney granted herein.
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 Director April 16, 1999
- --------------------------
Edwin L. Adair, M.D.
/s/ Pat Horsley Adair Director April 16, 1999
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Pat Horsley Adair
/s/ I. Dean Bayne Director April 16, 1999
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I. Dean Bayne, M.D.
/s/ Van A. Horsley Director, Principal April 16, 1999
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Van A. Horsley Financial Officer,
and Chief Executive
Officer
/s/ Leroy Bilanich Director April 16, 1999
- --------------------------
Leroy Bilanich
/s/ Daniel L. Richmond Director April 16, 1999
- --------------------------
Daniel L. Richmond
/s/ Chae U. Kim Director April 16, 1999
- --------------------------
Chae U. Kim
/s/ Edward Boggs Controller and April 16, 1999
- -------------------------- Principal Accounting
Edward Boggs Officer
Page 7 of 7
Exhibit 5.1
EXHIBIT 5.1
MARY M. MAIKOETTER
Attorney at Law
609 E. Speer Boulevard, Third Floor
Denver, Colorado 80203
Tel: 303-744-3580 Fax: 303-744-3050
E-mail: [email protected]
April 15, 1999
Medical Dynamics, Inc.
99 Inverness Drive East
Englewood, Colorado 80112
Re: Medical Dynamics, Inc.
Registration Statement on Form S-8
Registration No. 333-_______
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement (the
"Registration Statement") filed by Medical Dynamics, Inc., a Colorado
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder as amended through the date hereof, I have been
requested to render my opinion as to the legality of the 3,700,200 shares of the
Company's common stock (the "Common Stock") which are covered by the
Registration Statement and may be issued upon the exercise of stock options (the
"Securities").
In connection with this opinion, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement (including all amendments thereto); (ii) the Articles of Incorporation
and the By-laws of the Company, each as amended to date; and (iii) records of
certain of the Company's proceedings relating to, among other things, the
issuance and sale of the Securities. In addition, I have made such other
examinations of law and facts as I considered necessary in order to form a basis
for the opinions hereunder expressed.
In my examination of the aforesaid documents, I have assumed, without
independent investigation, the genuineness of all signatures, the enforceability
of the documents against each party thereto other than the Company, the
authenticity of all documents submitted to me as originals, the conformity to
the original documents of all documents submitted to me as certified,
photostatic, reproduced or conformed copies of validly existing agreements or
other documents, the authenticity of all such latter documents and the legal
capacity of all individuals who have executed any of the documents I have
reviewed.
In expressing the opinions set forth herein, I have relied upon
representations as to factual matters contained in certificates of officers of
the Company.
<PAGE>
Based upon the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, I am of the opinion that the Securities have
been duly authorized and when paid for, issued and delivered in accordance with
the terms of the stock options, the Securities will be validly issued, fully
paid and nonassessable.
The foregoing opinions are limited to the laws of the State of Colorado. My
opinion is rendered only with respect to the laws, and the rules, regulations
and orders thereunder which are currently in effect.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration statement
on Form S-8 of Medical Dynamics, Inc. of our report dated December 29, 1998, on
our audits of the consolidated financial statements of Medical Dynamics, Inc. as
of September 30, 1998, and for each of the two years in the period ended
September 30, 1998, which report is included in the Company's Annual Report on
Form 10-KSB/A1 for the Fiscal Year Ended September 30, 1998.
HEIN + ASSOCIATES LLP
Denver, Colorado
April 16, 1999
