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As Filed With the Securities and Exchange Commission on June 15, 2000
Registration No.:333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EQUIDYNE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2608713
(State Or Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
238 Littleton Road, Westford, MA 01886, (978) 692-6680
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(Address and Telephone Number of Principal Executive Offices and
Place of Business)
1996 Stock Option Plan
Shares Issuable to Joseph R. Nelson Upon Exercise of Outstanding Stock Options
Granted Pursuant to an Employment Agreement
Shares Issued to Thomas A. Slamecka and Michael T. Pieniazek Pursuant to
their Employment Agreements
Various Stock Option Agreements
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(Full title of the plans)
Michael T. Pieniazek
Executive Vice President and Chief Financial Officer
238 Littleton Road
Westford, MA 01886
(978) 692-6680
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
Bruce A. Rich, Esq.
THELEN REID & PRIEST LLP
40 West 57th Street
New York, NY 10019
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ====================== ======================= ====================== ======================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value
$.10(1) 400,000 shares(2) $4.97(7) $1,988,000.00 $524.83
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, Par Value
$.10 600,000 shares(3) $1.125(8) $675,000.00 $178.20
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, Par Value
$.10 289,549 shares(4) $4.20(9) $1,216,105.80 $321.05
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, Par Value
$.10 100,000 shares(5) $4.97(7) $497,000.00 $131.21
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, Par Value
$.10 50,000 shares(6) $4.97(7) $248,500.00 $65.60
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Total 1,439,549 shares $1,220.89
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) On March 21, 1997, Equidyne Corporation (formerly American
Electromedics Corp.) (the "Company") registered 300,000 shares under its 1996
Stock Option Plan (the "Stock Option Plan") on a Form S-8 filed with the
Securities and Exchange Commission (the "Commission"), File No. 333-23741. On
January 5, 2000, the Company amended the Stock Option Plan by increasing the
number of shares reserved under the Stock Option Plan from 300,000 to 700,000.
Pursuant to this Registration Statement, the Registrant is registering the
additional 400,000 shares reserved under the Stock Option Plan.
<PAGE>
(3) Represents 600,000 shares issuable upon the exercise of options
granted to Joseph R. Nelson by a stock option agreement issued pursuant to an
employment agreement between the Company and Mr. Nelson (the "Nelson Employment
Agreement"), plus, pursuant to Rule 416(a) of the Securities Act, such
indeterminate number of shares as may be issued to prevent dilution resulting
from stock splits, stock dividends, or similar transactions.
(4) This amount represents the aggregate number of shares of Common
Stock to be issued upon the exercise of options granted under the form of Stock
Option Agreements filed as an exhibit hereto. Includes additional shares to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
(5) This amount represents the aggregate number of shares of Common
Stock awarded to Thomas A. Slamecka pursuant to the terms of an Employment
Agreement between the Company and Mr. Slamecka.
(6) This amount represents the aggregate number of shares of Common
Stock awarded to Michael T. Pieniazek pursuant to the terms of an Employment
Agreement between the Company and Mr. Pieniazek.
(7) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h)(1) of the Securities Act. The
price per share and the aggregate offering price are calculated based upon the
average of the high and low prices of the Company's Common Stock on June 14,
2000 as reported on the OTC Bulletin Board.
(8) Calculated in accordance with Rule 457(h)(1) as this amount
represents the exercise price of the options granted pursuant to the Nelson
Employment Agreement.
(9) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (h) of the Securities Act. Such
computation is based on the weighted average exercise price of $4.20 per share
covering the Stock Option Agreements.
2
<PAGE>
EQUIDYNE CORPORATION
EQUIDYNE CORPORATION (FORMERLY AMERICAN ELECTROMEDICS CORP.)
(I) 1996 STOCK OPTION PLAN
(II) SHARES ISSUABLE TO JOSEPH R. NELSON UPON EXERCISE OF
CERTAIN OUTSTANDING STOCK
OPTIONS GRANTED PURSUANT TO AN EMPLOYMENT AGREEMENT
(III) SHARES ISSUED TO THOMAS A. SLAMECKA AND MICHAEL T. PIENIAZEK
PURSUANT TO THE TERMS OF THEIR
EMPLOYMENT AGREEMENTS
AND
(IV) SHARES ISSUABLE UPON EXERCISE OF OPTIONS GRANTED
PURSUANT TO STOCK OPTION AGREEMENTS
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with them, which means we can disclose important information to you by
referring you to those documents. The information included in the following
documents is incorporated by reference and is considered to be a part of this
prospectus. The most recent information that we file with the Commission
automatically updates and supersedes more dated information. We have previously
filed the following documents with the Commission and are incorporating them by
reference into this prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1999 (Commission File No. 0-9922);
(b) The Company's Quarterly Report on Form 10-QSB for the
quarters ended October 31, 1999, January 31, 2000 and April 30, 2000
(Commission File No. 0-9922);
(c) The Company's Current Reports on Form 8-K dated December
2, 1999 and January 10, 2000 (Commission File No. 0-9922);
(d) The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its 1999 Annual Meeting of Stockholders, dated
December 2, 1999, filed pursuant to Section 14 of the Exchange Act
(Commission File No. 0-9922);
<PAGE>
(e) The description of the Company's Common Stock contained in
the Company's Post-Effective Amendment No. 1 to its Registration
Statement on Form SB-2 filed with the Commission on December 22, 1999
(Commission File No. 333-58937);
(f) The employment agreement between the Company and Thomas A.
Slamecka, as amended and restated, dated as of January 1, 1998, filed
as Exhibit 10.10 in the Company's Registration Statement on Form SB-2
filed with the Commission on July 13, 1998 (Commission File No.
333-58937);
(g) The employment agreement between the Company and Michael
T. Pieniazek, as amended and restated, dated as of January 1, 1998,
filed as Exhibit 10.11in the Company's Registration Statement on Form
SB-2 filed with the Commission on July 13, 1998 (Commission File No.
333-58937);
(h) The employment agreement between the Company and Joseph R.
Nelson, dated as of December 1, 1999, filed as Exhibit 10.10 in the
Company's Amendment No. 1 to its Registration Statement on Form SB-2
filed with the Commission on January 31, 2000 (Commission File No.
333-75399); and
(i) The 1996 Stock Option Plan, filed as Exhibit 1 to the
Company's Notice of Annual Meeting of Stockholders and Proxy Statement
for its Annual Meeting of Stockholders, dated September 13, 1996, filed
pursuant to Section 14 of the Exchange Act (Commission File No.
0-9922).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that 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 a part
hereof from the respective dates of the filing of those documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this Registration Statement except as so modified or replaced.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock issuable upon (i) the exercise of
options granted under the Nelson Employment Agreement, (ii) the grant of shares
of Common Stock under the Slamecka Employment Agreement, (iii) the grant of
shares of Common Stock under the Pieniazek Employment Agreement, and (iv) the
exercise of options granted under the Stock Option Agreements offered hereby
will be passed upon for the Company by Thelen Reid & Priest LLP, the Company's
Counsel. This firm owns 40,000 shares of Common Stock and warrants to purchase
20,000 shares of Common Stock at $1.25 per share exercisable through August
2004.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VII, Section 7 of the By-Laws of the Company provide in part
that the Company shall indemnify its directors, officers, employees and agents
to the fullest extent permitted by the General Corporation Law of the State of
Delaware (the "DGCL").
Section 145 of the DGCL permits a corporation, among other things, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable to the corporation unless and only to the extent
that the court determines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
In addition, the indemnification and advancement of expenses provided
by or granted pursuant to Section 145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8 EXHIBITS.
Exhibit No. Description
----------- -----------
4.3.1 Employment Agreement, dated as of
December 1, 1999 by and between the
Company and Joseph R. Nelson,
incorporated by reference to Exhibit
10.10 of the Company's Amendment No. 1
to its registration statement on Form
SB-2 filed with the Commission on January
31, 2000 (Commission File No. 333-75399).
4.3.2 Amended Employment Agreement, dated as of
January 1, 1998, by and between the
II-3
<PAGE>
Company and Thomas A. Slamecka,
incorporated by reference to Exhibit 10.10
in the Company's Registration Statement on
Form SB-2 filed with the Commission on
July 13, 1998 (Commission File No.
333-58937).
4.3.3 Employment Agreement, dated as of January
1, 1998, by and between the Company and
Michael T. Pieniazek, incorporated by
reference to Exhibit 10.11 in the
Company's Registration Statement on Form
SB-2 filed with the Commission on July 13,
1998 (Commission File No. 333-58937).
4.4.1* Form of Stock Option Agreements.
4.4.2* Form of Stock Option Agreements.
4.4.3* Schedule of Options Granted under Stock
Option Agreements.
5* Opinion of Thelen Reid & Priest LLP as to
the legality of the common stock
issuable upon (i) the exercise of options
granted under the Nelson Employment
Agreement, (ii) the exercise of options
granted under the Stock Option Agreements,
(iii) the grant of shares under the
Slamecka Employment Agreement, and (iv)
the grant of shares under the Pieniazek
Employment Agreement.
23.1* Consent of Ernst & Young LLP
23.3 Consent of Thelen Reid & Priest LLP
(included in Exhibit 5).
* Filed herewith.
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(b) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(c) 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(d) 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; provided,
II-4
<PAGE>
however, that paragraphs (b) and (c) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(e) 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;
(f) To remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering;
(g) That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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; and
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
IN ACCORDANCE WITH 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 AUTHORIZED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN WESTFORD, MASSACHUSETTS, ON THE 15TH DAY OF JUNE, 2000.
EQUIDYNE CORPORATION
BY: /S/ MICHAEL T. PIENIAZEK_
-------------------------
Michael T. Pieniazek
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas A. Slamecka Chairman of the Board June 15, 2000
---------------------------------
Thomas A. Slamecka
/s/ Joseph R. Nelson Director, President June 15, 2000
--------------------------------- Chief Executive
Joseph R. Nelson Officer
/s/ Michael T. Pieniazek Director, Executive June 15, 2000
------------------------------ Vice President and
Michael T. Pieniazek Chief Financial Officer
/s/ Jim Fukushima Director, Vice June 15, 2000
--------------------------------- Chairman
Jim Fukushima
/s/ Blake C. Davenport Director June 15, 2000
---------------------------------
Blake C. Davenport
/s/ James Gavin Director June 15, 2000
---------------------------------
Dr. James Gavin
Director June 15, 2000
/s/ Marcus Rowan
---------------------------------
Marcus R. Rowan
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
AMERICAN ELECTROMEDICS CORP.
------------ ----------------------------------- -----------------------
Sequentially
Exhibit Numbered
No. Description Page
------------ ----------------------------------- -----------------------------
4.4.1 Form of Stock Option Agreements II-8
------------ ----------------------------------- -----------------------------
4.4.2 Form of Stock Option Agreements II-16
------------ ----------------------------------- -----------------------------
4.4.3 Schedule of Options Granted under
Stock Option Agreements II-23
------------ ----------------------------------- -----------------------------
5 Opinion of Thelen Reid & Priest LLP II-24
------------ ----------------------------------- -----------------------------
23.1 Consent of Ernst & Young LLP II-26
------------ ----------------------------------- -----------------------------
II-7
