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.
Director and Management Employee Stock Warrant and Option Plan, as amended
(Full Title of the Plans)
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 to be Price per Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee
Common Stock,
$.01 par value(3) 400,000 Shares $5.125 $2,050,000 $621.22
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
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into
this Registration Statement the following documents:
(i) the Registrant's latest Annual Report on Form 10-K;
(ii) all other reports and documents filed by the
Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the
Registrant's latest Annual Report on Form 10-K; and
(iii) the description of the Registrant's Common Stock
contained in the Registrant's Registration Statements under the
Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered pursuant to
this Registration Statement has been passed upon for the Company
by Cohen, Berke, Bernstein, Brodie & Kondell, P.A., 2601 South
Bayshore Drive, Suite 1900, Miami, Florida 33133. Richard N.
Bernstein, Esq., a principal in the law firm of Cohen, Berke,
Bernstein, Brodie & Kondell, P.A., is the trustee of the Laskey
Family Irrevocable Trust, which is the owner of 125,000 shares
of Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant has authority under Section 607.0850 of
the Florida Business Corporation Act to indemnify its directors
and officers to the extent provided for in such statute.
The provisions of the Florida Business Corporation Act
that authorize indemnification do not eliminate the duty of care
of a director, and in appropriate circumstances equitable
remedies such as injunctive or other forms of nonmonetary relief
will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a)
violations of criminal laws, unless the director had reasonable
cause to believe his conduct was lawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or
assenting to an unlawful distribution and (d) willful misconduct
or conscious disregard for the best interests of the Registrant in a
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proceeding by or in the right of the Registrant to procure
a judgment in its favor or in a proceeding by or in the right of
a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal
securities or state or federal environmental laws.
Under the Registrant's Articles of Incorporation,
Bylaws and applicable state law, the Registrant will indemnify
its directors, officers, employees and agents against all
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement which are actually and reasonably
incurred in connection with any threatened, pending or actually
completed action, suit or proceedings, whether civil, criminal,
administrative or investigative, to which any such person
becomes subject as result of having served in such role, as an
employee or agent of the Registrant, or at the Registrant's
request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise. However, except as described below, such
indemnification will be made only if such person acted in good
faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere
or its equivalent will not, of itself, create a presumption that
such person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best
interests of the Registrant, or with any criminal action or
proceeding, did not have reasonable cause to believe that his or
her conduct was unlawful.
At present, there is no pending litigation or other
proceeding involving a director or officer of the Registrant as
to which indemnification is being sought, nor is the Registrant
aware of any threatened litigation that may result in claims for
indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See "Exhibit Index" on page II-4 below.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
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.
(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.
(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.
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(b) 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 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.
(c) 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 foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against the 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 4
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 5
EXHIBIT INDEX
No. Description Page
5 Opinion of Cohen, Berke, Bernstein,
Brodie & Kondell, P.A. 7
23.1 Consent of Cohen, Berke, Bernstein,
Brodie & Kondell, P.A. (contained in Exhibit 5) 7
23.2 Consent of KPMG Peat Marwick LLP 8
24 Power of Attorney is included on the signature
page of this Registration Statement 5
4.1 Dynamic Healthcare Technologies, Inc. 1993
Director and Management Employee Stock Warrant
and Option Plan, as amended 9
Page 6
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 an aggregate of
400,000 additional shares of Common Stock, $.01 par value per
share, (the "Plan Shares") pursuant to the Company's Director
and Management Employee Stock Warrant and Option Plan, as
amended (the "Plan").
We are of the opinion that when the Plan Shares shall have
been issued and sold on the terms contemplated by the Plan and
the Registration Statement shall have become effective, the 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 7
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 __, 1997
Page 8
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
1993 DIRECTOR AND MANAGEMENT EMPLOYEE STOCK WARRANT AND
OPTION PLAN, AS AMENDED
1. Purpose. This Director and Management Employee Stock
Warrant and Option Plan, as amended (the "Plan") is intended to
enable Dynamic Healthcare Technologies, Inc. (the "Company") and
its subsidiary corporations (now or hereafter existing, if any)
to attract, retain and provide incentive to directors, officers
and key management employees selected for participating in the
Plan by enabling such individuals to invest in shares of the
Company's common stock (the "Common Stock") and thereby acquire
a proprietary interest in the business of the Company and
increase personal interest in its continued success and
progress. The purpose of the Plan will be accomplished through
the granting of stock options and warrants as herein provided.
2. Administration of the Plan. The plan shall be
administered by the Compensation Committee ("Committee") as
designated by the Board of Directors of the Company. The
Committee shall have full power and authority, subject to the
express provisions of the Plan, to interpret the provisions and
supervise the administration of the Plan.
3. Eligibility.
a. Options. Options shall be granted only to
"qualified employees" (as hereinafter defined) who as a result
of their employment are eligible to receive stock options under
this Plan. The term "qualified employees" shall include and be
limited to officers and that class of employees who are
managerial, supervisory, or other key employees of the Company.
(i) Officers whether or not they are directors
of the Company or its subsidiary Corporations shall be eligible
to participate in this Plan and are "qualified employees."
Directors who are not employees shall not be eligible. The
Committee shall determine the individuals within the specified
class who as qualified employees shall be granted options for
the purchase of Common Stock pursuant to the Plan.
(ii) In making such determinations and in
determining the number of shares to be optioned to each
individual, the Committee shall take into account the present
and potential contribution of such individual to the success of
the Company and the stock ownership of each such individual to
whom an option is to be granted.
b. Warrants. Warrants shall be granted only to
members of the Board of Directors.
4. Aggregate Shares. Options and warrants with respect
to an aggregate of Six Hundred Fifty Thousand (650,000) shares
of Common Stock, subject to adjustment as provided in Paragraph
8, may be granted under this Plan, but if any option or warrant
granted hereunder shall expire or terminate for any reason
during the term of the Plan without having been exercised in full,
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any shares not purchased under such option or warrant
shall become available for the options or warrants which may be
granted under the Plan.
5. Exercise Price.
a. Options. The exercise price per share of Common
Stock with respect to options granted pursuant to the Plan shall
be determined and fixed by the Committee but in no event shall
it be less than 85% of the "fair market value" of the Company's
Common Stock on the date of issuance. "Fair market value" shall
be determined as follows: If the Common Stock is traded on a
national securities exchange or "over the counter" market as of
the date of grant of the option, the fair market value of the
Common Stock shall not be less than the mean of the highest and
lowest sales prices of the Common Stock upon such exchange or
quoted by a recognized specialist of the Common Stock on the
date of grant or upon the last day during the preceding thirty
(30) day period that such a sale shall have been made if no sale
shall have been made on such day. If no sale shall have been
made upon or within the thirty (30) day period preceding the
date of grant, the fair market value of the Common Stock shall
not be less than the mean between the dealer "bid" and "ask"
prices quoted by a recognized specialist of the Common Stock on
the date upon which such a quotation shall have been made. If
the Common Stock is not traded on a national securities exchange
or "over the counter" market as of the date of grant, the fair
market value of the Common Stock shall be as determined by the
Committee or the Board.
b. Warrants. The exercise price per share of Common
Stock with respect to warrants granted pursuant to the Plan
shall be equal to the average of the closing bid and ask price
of the Company's Common Stock on the date of issuance.
6. Exercise Period. The Committee shall determine the
exercise period with respect to each option or warrant.
7. Vesting. Options and warrants shall vest as follows:
40% upon date of grant and 20% on each one year anniversary of
the date of grant for each of the three years thereafter.
Notwithstanding the foregoing, 100% of the options or warrants
conferred shall vest on the date of death of an officer,
director or key management employee or on the date of the
termination without cause of a key management employee.
8. Stock Adjustments. In the event of a
recapitalization, stock dividend, stock split or other change to
the corporate structure affecting the Common Stock (other than
that described in Paragraph 12) the Board of Directors shall
make such adjustments with respect to options or warrants, or
any provisions of this Plan, as it deems equitable to prevent
dilution or enlargement of option or warrant rights or of the
shares subject to the options or warrants granted hereunder.
9. Merger, Consolidation, Reorganization, Liquidation,
Etc.. If the Company shall become a party to any corporate
merger, consolidation, major acquisition of property for stock,
reorganization, or liquidation, the Board shall have power to
make arrangements, which shall be
Page 10
binding upon the holders of unexpired option or warrant rights,
for the substitution of new options or warrants for any unexpired
options or warrants then outstanding under this Plan.
10. Granting of Options and Warrants. Nothing contained
in the Plan or in any resolution adopted or to be adopted by the
Board or the shareholders of the Company nor any action taken by
the Committee shall constitute the granting of any option or
warrant. The granting of an option or warrant shall take place
only when a written option or warrant agreement, containing
substantially the terms set forth in the Plan, shall be been
duly executed by or on behalf of the Company and the person to
whom such option or warrant shall be granted and said agreement
has been delivered to the Company.
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