As Filed With the Securities and Exchange Commission on July 8, 1996
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
CompuMed, Inc.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
_________________________________________________________________
(State or other jurisdiction of incorporation or organization)
95-2860434
_________________________________________________________________
(I.R.S. employer identification no.)
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
_________________________________________________________________
(Address of principal executive offices) (Zip code)
CompuMed, Inc. 1992 Stock Option Plan
_________________________________________________________________
(Full title of the plan)
ROD N. RAYNOVICH
President
c/o CompuMed, Inc.
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
_________________________________________________________________
(Name and address of agent for service)
(310) 643-5106
_________________________________________________________________
Telephone number, including area code, of agent for service
Copy to:
Bruce A. Rich, Esq.
Reid & Priest LLP
40 W. 57th Street
New York, NY 10019
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share(2) price fee
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Common
Stock,
$.01 400,000 $2.49 $996,000 $343.45
par value shares
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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.
CompuMed, Inc. 1992 Stock Option Plan
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is prepared pursuant to
General Instruction E to Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registration Statement on Form S-8 (File No. 33-57896) of
CompuMed, Inc. (the "Company"), as filed with the Securities and
Exchange Commission (the "Commission") on February 8, 1993, to
register 1,200,000 shares of the Common Stock, $.01 par value
("Common Stock"), underlying the Company's 1992 Stock Option
Plan.
(b) The Company's Registration Statement on Form S-8 (Commission File
No. 33-63433), as filed with the Commission on October 13, 1995,
to register 360,000 shares of Common Stock underlying the
Company's 1992 Stock Option Plan.
ITEM 8. EXHIBITS.
Exhibit No. Description
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3(a) Certificate of Incorporation of the Company [Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
of Form S-1 (File No. 33-46061), effective May 7, 1992]
3(b) Certificate of Amendment of Certificate of Incorporation
[Incorporated by reference to Exhibit 3.1a to Amendment No. 1 to
Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-2 (File No. 33-48437), filed June 28, 1994]
3(c) Certificate of Amendment of Certificate of Incorporation
[Incorporated by reference to Exhibit 3.1b to Amendment No. 2 to
Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-2 (File No. 33-48437), filed November 7,
1994]
3(d) Certificate of Correction of Certificate of Amendment
[Incorporated by reference to Exhibit 3.1c to Amendment No. 2 to
Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-2 (File No. 33-48437), filed November 7,
1995]
3(e) By-Laws of the Company, as currently in effect [Incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1 (File No. 33-46061), effective May 7, 1992]
5* Opinion of Reid & Priest LLP
10 CompuMed, Inc. 1992 Stock Option Plan [Incorporated by
reference to Exhibit 10 to the Company's Registration
Statement on Form S-8 (Commission File No, 33-63433)]
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 herewith.
<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 Manhattan Beach, State of
California on the 28 day of June, 1996.
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 June 28, 1996
----------------------- Executive Officer
Rod. N. Raynovich and Director
/s/ James Linesch Vice President Finance, June 28, 1996
----------------------- Chief Financial Officer,
James Linesch and Secretary
/s/ Robert Funari Chairman June 28, 1996
-----------------------
Robert Funari
/s/ Robert Goldberg Director June 28, 1996
-----------------------
Robert Goldberg
/s/ John Minnick Director June 28, 1996
-----------------------
John Minnick
/s/ Robert Stuckelman Director June 28, 1996
-----------------------
Robert Stuckelman
/s/ Russell Walker Director June 28, 1996
-----------------------
Russell Walker
<PAGE>
INDEX TO EXHIBITS
COMPUMED, INC.
-----------------
Sequentially
Exhibit Numbered
No. Description Page
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5 Opinion of Reid & Priest LLP
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).
REID & PRIEST LLP
40 West 57th Street
New York, N.Y. 10019-4097
Telephone 212 603-2000
Fax 212 603 2001
(212) 603-2526
New York, New York
June 28, 1996
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") in accordance with General
Instruction E of Form S-8, with respect to the registration under
the Securities Act of 1933, as amended (the "Act"), of 400,000
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 the Registrant's 1992 Stock Option
Plan (the "Plan").
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 Plan.
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
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the CompuMed, Inc. 1992 Stock
Option Plan of our report dated November 29, 1995, with respect
to the consolidated financial statements of CompuMed, Inc.
included in its Annual Report (Form 10-K) for the year ended
September 30, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Los Angeles, California
June 28, 1996
