As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-3389871
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
101 Southhall Lane, Suite 210
Maitland, Florida 32751
(Address or Principal Executive Offices)
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
1993 Stock Option Plan
(Full Title of the Plan)
PAUL S. GLOVER
Vice President of Finance, CFO
101 Southhall Lane, Suite 210, Maitland, FL 32751
(407) 875-9991
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Titles of Amount Offering Aggregate
Securities to be Price Per Offering
to be Registered Registered(1) Share (2) Price (2) Registration Fee
Common Stock, $.01
par value(3) 900,000 Shares $5.125 $4,612,500 $1,397.73
Notes:
1. Plus such additional amount which may result from stock
splits, stock dividends or similar transactions with respect to
undistributed shares.
2. Pursuant to Rule 457(h) proposed maximum aggregate offering
price represents the average unit bid and asked price on August
28, 1997 multiplied by the number of shares registered.
3. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan and described herein.
Page 1
The Company hereby registers 900,000 shares of the Company's
Common Stock, par value $.0.01 per share (the "Common Stock"),
in connection with an amendment to the Registrant's 1993
Incentive Stock Option Plan (the "Plan"). The amendment
("Amendment") was approved by the Company's shareholders at the
Company's Annual Meeting of Stockholders on June 13, 1997, and
increased the number of shares of Common Stock available for
grants under such Plan from 600,000 shares to 1,500,000.
The Registration Statements on Form S-8, Registration Nos.
33-72684 and 33-72764, are hereby incorporated by reference
pursuant to Instruction E of Form S-8.
Page 2
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 Maitland, State of Florida on August 29, 1997.
Dynamic Healthcare Technologies, Inc.
By: /S/ PAUL S. GLOVER
Paul S. Glover, Vice President Finance, CFO
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed
by the following persons in the capacities and on the dates
indicated.
By his signature, each of the following persons authorizes
Mitchel J. Laskey and Paul S. Glover or any of them, with full
power of substitution, to execute in his name and on his behalf,
and to file any amendments (including, without limitation,
post-effective amendments) to this Registration Statement
necessary or advisable in the opinion of any of them to enable
the Company to comply with the Securities Act, and any rules,
regulations and requirements of the Commission thereunder, in
connection with the registration of the additional securities
which are the subject of this Registration Statement.
Signature Title Date
/S/ DAVID M. POMERANCE Chairman August 29, 1997
David M. Pomerance
/S/ MITCHEL J. LASKEY President & CEO August 29, 1997
Mitchel J. Laskey
/S/ PAUL S. GLOVER VP Finance & CFO August 29, 1997
Paul S. Glover
/S/ JERRY L. CARSON Director August 29, 1997
Jerry L. Carson
/S/ THOMAS J. MARTINSON Director August 29, 1997
Thomas J. Martinson
/S/ BRET R. MAXWELL Director August 29, 1997
Bret R. Maxwell
/S/ DANIEL RAYNOR Director August 29, 1997
Daniel Raynor
/S/ RICHARD W. TRUELICK Director August 29, 1997
Richard W. Truelick
Page 3
EXHIBIT INDEX
No. Description Page
5 Opinion of Cohen, Berke, Bernstein,
Brodie & Kondell, P.A. 5
23.1 Consent of Cohen, Berke, Bernstein,
Brodie & Kondell, P.A. (contained in Exhibit 5) 5
23.2 Consent of KPMG Peat Marwick LLP 6
24 Power of Attorney is included on the signature 3
page of this Registration Statement
Page 4
August 28, 1997
Dynamic Healthcare Technologies, Inc.
101 Southhall Lane, Suite 210
Maitland, FL 32751
Ladies and Gentlemen:
We have acted as counsel to Dynamic Healthcare Technologies,
Inc., a Florida corporation (the "Company"), in connection with
the filing of the Company's Registration Statement on Form S-8
pursuant to the Securities Act of 1933, as amended. The
Registration Statement is being filed in connection with the
Company's offering of 900,000 additional shares of Common Stock,
$.01 par value per share, (the "Additional Plan Shares")
pursuant to the Company's 1993 Incentive Stock Option Plan, as
amended (the "Plan"). The Additional Plan Shares increase the
aggregate number of shares available for grants under the Plan
from 600,000 to 1,500,000.
We are of the opinion that when the Additional Plan Shares
shall have been issued and sold on the terms contemplated by the
Plan and the Registration Statement shall have become effective,
the Additional Plan Shares will be legally issued, fully paid
and non-assessable.
This opinion shall be limited to the laws of the State of
Florida and the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Sincerely,
COHEN, BERKE, BERNSTEIN, BRODIE & KONDELL, P.A.
/S/ COHEN, BERKE, BERNSTEIN, BRODIE & KONDELL, P.A.
Page 5
INDEPENDENT AUDITOR'S CONSENT
Board of Directors
Dynamic Healthcare Technologies, Inc.
We consent to the incorporation by reference in this
Registration Statement of Dynamic Healthcare Technologies, Inc.
on Form S-8 of our report dated March 17, 1997 relating to the
consolidated balance sheets of Dynamic Healthcare Technologies,
Inc. as of December 31, 1995 and 1996, and the related
consolidated statements of operations, shareholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the December 31, 1996
Annual Report on Form 10-K of Dynamic Healthcare Technologies,
Inc.
/S/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Orlando, Florida
August 29, 1997
