As Filed With the Securities and Exchange Commission on October 13, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CompuMed, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
95-2860434
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(I.R.S. employer identification no.)
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
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(Address of principal executive offices) (Zip code)
Non-Qualified Stock Option Agreements
Consultant Agreements
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(Full title of the plan)
ROD N. RAYNOVICH, President
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
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(Name and address of agent for service)
(310) 643-5106
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Telephone number, including area code, of agent for service
Copy to:
Bruce Rich, Esq.
Reid & Priest LLP
40 W. 57th Street
New York, NY 10019
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price per aggregate registration
registered registered(1) share(2) offering price fee
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Common Stock,
$.01 par
value 692,516 shares $13.80 $9,556,720 $3,295.42
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended, this registration statement also covers any additional
securities to be offered or issued in connection with a stock split, stock
dividend or similar transaction.
(2) Estimated for the sole purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended.
<PAGE>
COMPUMED, INC.
NON-QUALIFIED STOCK OPTION AGREEMENTS
CONSULTANT AGREEMENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by
CompuMed, Inc. (the "Company"), with the Securities and Exchange Commission
(the "Commission), 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 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 date of filing such
documents:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1994;
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended June 30, 1995, March 31, 1995 and December
31, 1994;
(c) The Company's Current Reports on Form 8-K for events of
August 9, 1995, February 16, 1995, October 20, 1994 and
October 17, 1994; and
(d) The description of the Company's Common Stock contained in
Form 8-A filed with the Commission pursuant to Section 12(g)
of the Exchange Act (File No. 0-14210).
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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article TENTH of the Certificate of Incorporation of the Company and
Article VI 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 attorney's 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 by-law, 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 8. EXHIBITS.
Exhibit No. Description
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4(a)* Certificate of Incorporation
4(b)* Amendment to Certificate of Incorporation
4(c)** Amendment to Certificate of Incorporation
4(d)** Certificate of Correction of Certificate of
Amendment
4(e)* By-Laws of the Company
5*** Opinion of Reid & Priest LLP
10*** Form of Non-Qualified Stock Option Agreement
23(a)*** Consent of Ernst & Young LLP
23(b)*** Consent of Reid & Priest LLP (included in
Exhibit 5).
24*** Power of Attorney (included on signature page of
this Registration Statement on Form S-8).
---------------------------
* Filed as exhibits to the Company's Registration Statement on Form S-1
(Commission File No. 33-46061), as amended and incorporated herein by this
reference.
** Filed as exhibits to Amendment No. 2 to Post Effective Amendment No. 1
to the Company's Registration Statement on Form SB-2 (Commission File No.
33-46061) and incorporated herein by this reference.
*** Filed herewith.
ITEM 3. 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, 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 amenndment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant 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 registrant'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 registrant pursuant to the foregoing provisions, or
otherwise, the registrant 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 registrant of expenses incurred or paid 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Manhattan Beach, State of
California, on the 29th day of September, 1995.
COMPUMED, INC.
By: /s/Rod N. Raynovich
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Rod N. Raynovich, President
POWER OF ATTORNEY
Each director and/or officer of the Company whose signature appears
below hereby appoints Rod N. Raynovich as his attorney-in-fact to sign in
his name and behalf, in any and all capacities stated below and to file
with the Commission, any and all amendments, including post-effective
amendments, to this Registration Statement.
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.
Signature Title Date
--------- ----- ----
/s/ Rod N. Raynovich President, Chief Executive September 29, 1995
---------------------- Officer and Director
Rod. N. Raynovich
/s/ DeVere Pollom Vice President Finance, September 29, 1995
---------------------- Chief Financial Officer,
DeVere Pollom and Secretary
Chairman September 29, 1995
----------------------
Robert Funari
/s/ Robert Goldberg Director September 29, 1995
----------------------
Robert Goldberg
/s/ Howard Mark, M.D. Director September 29, 1995
----------------------
Howard Mark, M.D.
/s/ Winston Millet Director September 29, 1995
----------------------
Winston Millet
/s/ John Minnick Director September 29, 1995
----------------------
John Minnick
/s/ Robert Stuckelman Director September 29, 1995
----------------------
Robert Stuckelman
/s/ Russell Walker Director September 29, 1995
----------------------
Russell Walker
<PAGE>
INDEX TO EXHIBITS
COMPUMED, INC.
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Sequentially
Exhibit Numbered
No. Description Page
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5 Opinion of Reid & Priest LLP
10 Form of Non-Qualified Stock Option
Agreement
23(a) Consent of Ernst & Young LLP
23(b) Consent of Reid & Priest LLP (included in Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement on Form S-8).
Exhibit 5
REID & PRIEST LLP
A New York Registered Limited Liability Partnership
40 West 57th Street
New York, NY 10019-4097
Telephone 212 603-2000
Fax 212 603-2298
(212) 603-2526
New York, New York
October 13, 1995
CompuMed, Inc.
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to CompuMed, Inc., a Delaware
corporation (the "Registrant"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission"),
with respect to the registration under the Securities Act of 1933, as
amended (the "Act"), of 692,516 shares (the "Shares") of the Registrant's
Common Stock, $.01 par value, issuable upon the exercise of options (the
"Options") granted or to be granted under certain Non-Qualified Stock
Option Agreements and Consultant Agreements (collectively, the
"Agreements").
For purposes of this opinion we have examined the Registration
Statement, the Certificate of Incorporation, as amended and the By-Laws of
the Registrant, and such documents, records, agreements, proceedings and
legal matters as we have deemed necessary to examine. With respect to any
documents or other corporate records which we have examined, we have
assumed the genuineness of all signatures on, and the authenticity of, all
documents submitted to us as originals, and the conformity to the original
documents submitted to us as certified or photostatic copies.
Based upon the foregoing and subject to the qualifications stated
herein we are of the opinion that:
1. The Registrant is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
2. The Shares included in the Registration Statement to be
issued upon the exercise of the Options will be duly authorized and validly
issued, and fully paid and non-assessable when the Options shall have been
properly exercised and the exercise price shall have been paid for the
Shares in accordance with the terms of the Agreements.
We are members of the Bar of the State of New York and do not
hold ourselves out as experts concerning, or qualified to render opinions
with respect to any laws other than the laws of the State of New York, the
Federal laws of the United States and the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving the
foregoing consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP
Reid & Priest LLP
Exhibit 10
COMPUMED, INC.
STOCK OPTION AGREEMENT
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(Non-Qualified)
This Stock Option Agreement is made this ______ day of
_____________, between CompuMed, Inc. (the "Company"), and
_______________ (the "Option Holder").
R E C I T A L S
A. The Board of Directors has determined that it is to the
advantage and best interest of the Company and its shareholders
to grant an option to the Option Holder covering shares of the
Company's Common Stock as an inducement to remain in the service
of the Company and as an incentive for increased effort during
such service, and has approved the execution of this Stock Option
Agreement between the Company and the Option Holder.
B. The option granted hereby is to _______________________
___________________________ and is not intended to qualify as an
"incentive stock option", in regard to Employees, under Section
422A of the Internal Revenue Code of 1954, as amended.
NOW THEREFORE, the parties hereto agree as follows:
1. The Company grants to the Option Holder the right and
option to purchase on the terms and conditions hereinafter set
forth, all or any part of an aggregate of _____ shares of the
Common Stock of the Company at the purchase price of $_____ per
share, and exercisable from time to time in accordance with the
provisions of this Agreement during a period expiring on the
fifth anniversary of the Effective Date of this Agreement (the
"Expiration Date").
2. The Option Holder may not purchase any shares by
exercise of this Option between the Effective Date and the first
anniversary date thereof. Thereafter, shares may be purchased by
exercise of this Option on or after the respective anniversary of
the Effective Date in the amounts indicated as follows:
Cumulative
Percentage Percentage
Anniversary Date Exercisable Exercisable
---------------- ----------- -----------
[ ] [ ] [ ]
Thereafter, any time, but no later than the fifth
anniversary date, the Option Holder may purchase all or any part
of the shares subject to this Option which the Option Holder
theretofore has not exercised. In each case the number of shares
which may be purchased shall be calculated to the nearest full
share and shall not be for fewer than 100 shares. The foregoing
limitations shall similarly apply to the transferees of the
Option Holder by will or by the laws of descent or distribution,
so that said transferees shall be entitled (provided they act
within twelve (12) months after the death of the Option Holder
but in no event later than the Expiration Date) to purchase by
exercise of this Option all or any portion of the shares subject
to this Option which the Option Holder could have purchased by
the exercise of the option at the time of the Option Holder's
death but with respect to which this Option was not previously
exercised, and no more. This Option may be exercised during the
lifetime of the Option Holder only by the Option Holder, or
within twelve (12) months after his death by his transferees by
will or the laws of the descent or distribution, and not
otherwise, regardless of any community property interest therein
of the spouse of the Option Holder, or such spouse's successors
in interest. If the spouse of the Option Holder shall have
acquired a community property interest in this Option, the Option
Holder, or Option Holder's permitted successors in interest, may
exercise the option on behalf of the spouse of the Option Holder
or such spouse's successors in interest.
3. Each exercise of this Option shall be by means of a
written notice of exercise delivered to the Secretary of the
Company, specifying the number of shares to be purchased and
accompanied by payment to the Company of the full purchase price
of the shares to be purchased. The purchase price of the shares
upon exercise of an option shall be paid (i) in cash or by
certified or cashier's check payable to the order of the Company,
(ii) by delivery of shares of Common Stock of the Company already
owned by and in the possession of the option holder, or (iii) by
a promissory note made by option holder in favor of the Company,
upon the terms and conditions determined by the Board of
Directors and secured by the shares issuable upon exercise
complying with applicable law (including, without limitation,
state, corporate and federal margin requirements), or any
combination thereof. Shares of Common Stock used to satisfy the
exercise price of this Option shall be valued at their fair
market value determined as of the close of the business day
immediately preceding the date of exercise.
4. The fair market value of a share of Common Stock shall
be determined for purposes of this Agreement by reference to the
most recent sale price of the company's Common Stock and such
other factors as the Board of Directors may deem appropriate to
reflect the then fair market thereof, unless such shares are
publicly traded on a stock exchange or otherwise, in which case
such value shall be determined by reference to the closing price
of such share on the principal stock exchange on which such
shares are traded, or, if such shares are not then traded on a
principal stock exchange, the mean between the bid and asked
price of a share as supplied by the National Association of
Securities Dealers through NASDAQ (or its successor in function),
in each case as reported by The Wall Street Journal, for the
business day immediately preceding the date on which the option
is exercised.
5. The Option granted hereby and all rights hereunder, to
the extent such rights shall not have been exercised, shall
terminate and become null and void if the Option Holder ceases
for any reason whatsoever to be a Director of the Company or of a
subsidiary corporation excepting only that (i) the Option Holder
may at any time within a period of three (3) months after the
date he so ceases to be a Director of any such corporation, and
not thereafter, exercise the option granted hereby to the extent
such option was exercisable by him on the date of such cessation
as a Director, and (ii) in the event of the death or permanent
disability of the Option Holder while a Director of the Company
or of such subsidiary, the option granted hereby may be exercised
within twelve (12) months after the date of such death or
permanent disability to the extent that the Option Holder was
entitled to exercise such option on the date of such death or
permanent disability. During the period after death, the Option
may, to the extent that it remained unexercised be exercised by
the person or persons to whom the Option Holder's rights under
the option granted hereby shall pass by any reason of the death
of the Option Holder, whether by will or by the applicable laws
of descent and distribution; provided, however, that in no event
may the option granted hereby be exercised to any extent by
anyone after the expiration date specified in paragraph 1 above.
6. No shares issuable upon the exercise of this Option
shall be issued and delivered unless and until there shall have
been full compliance with all applicable registration
requirements of the Securities Act of 1933, all applicable
listing requirements of any national securities exchange on which
shares of the same class are then listed and any other
requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.
Without limiting the foregoing, the undersigned hereby
agrees that unless and until the shares of stock covered by this
Option have been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, he will
purchase all shares of stock to be issued upon exercise of this
Option for investment and not for resale or for distribution and
that upon each exercise of any portion of this Option the person
entitled to exercise the same shall, upon the request of the
Company, furnish evidence satisfactory to the Company (including
a written and signed representation) to that effect in form and
substance satisfactory to the Company, including an
indemnification of the Company in the event of any violation of
the Securities Act of 1933 by such person. Furthermore, the
Company may, if it deems appropriate, affix a legend to
certificates representing shares of stock upon exercise of
options indicating that such shares have not been registered with
the Securities and Exchange Commission and may so notify its
Transfer Agent, and may take such other action as it deems
necessary or advisable to comply with any other regulatory or
governmental requirements.
7. If Option Holder or Option Holder's permitted successors
in interest disposes of shares of Common Stock acquired pursuant
to the exercise of this Option, the Company shall have the right
to require Option Holder or Option Holder's permitted successor
in interest to pay the Company the amount of any taxes, which the
Company may be required to withhold with respect to such shares.
8. This Option and the rights and privileges granted hereby
shall not be transferred, assigned, pledged or hypothecated in
any way, whether by operation of the law or otherwise, except by
will or the laws of descent and distribution. Upon any attempt
so to transfer, assign, pledge, hypothecate or otherwise dispose
of this option or any right or privileges granted hereby contrary
to the provisions hereof, this Option and all rights and
privileges contained herein shall immediately become null and
void and of no further force or effect.
9. If the outstanding shares of the Common Stock of the
Company are increased, decreased, changed into, or exchanged for
a different number or kind of shares or securities of the Company
through reorganization, recapitalization,reclassification, stock
dividend, stock split or reverse stock split, an appropriate and
proportionate adjustment (to be conclusively determined by the
Board of Directors of the Company) shall be made in the number
and kind of securities receivable upon the exercise of this
Option, without change in the total price applicable to the
unexercised portion of this Option but with a corresponding
adjustment in the price for each unit of any security covered by
this Option.
Upon the dissolution or liquidation of the Company, or upon
a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, or upon the sale of substantially all the
property or more than 80% of the then outstanding stock of the
Company to another corporation, the Option Holder shall
immediately, notwithstanding the limitations set forth in
Paragraph 2 above, have the right to exercise all or any part of
the shares subject to this Option. Unless the Option Holder
exercises this Option within thirty (30) days after notice of
such proposed dissolution, liquidation, reorganization merger,
consolidation or sale of substantially all the property or more
than 80% of the then outstanding stock of the Company to another
corporation, this Option shall terminate.
10. Neither the Option Holder nor any other person legally
entitled to exercise this option shall be entitled to any of the
rights or privileges of a shareholder of the Company in respect
of any shares issuable upon any exercise of this Option unless
and until a certificate or certificates representing such shares
shall have been actually issued and delivered to him.
11. This Option has been executed and delivered the day and
year first above written at Manhattan Beach, California, and the
interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the state of California.
COMPUMED, INC.
By __________________________________
_________________ - President
_________________________________
Option Holder - _________________
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the
CompuMed, Inc. Non-qualified Stock Option Agreements and
Consultant Agreements of our report dated December 5, 1994,
except for Note J as to which the date is December 29, 1994,
with respect to the consolidated financial statements of
CompuMed, Inc. included in its Annual Report (Form 10-K) for
the year ended September 30, 1994, filed with the Securities
and Exchange Commission.
Los Angeles, California /s/ Ernst & Young LLP
October 12, 1995
