As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-___________
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)
615 CRESCENT EXECUTIVE COURT, FIFTH FLOOR
LAKE MARY, FL 32746
(Address or Principal Executive Offices)
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
2000 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
PAUL S. GLOVER
Vice President of Finance, CFO
615 Crescent Executive Court, Fifth Floor, Lake Mary, FL 32746
(407) 333-4560
(Name, address and telephone number of agent for service)
_________________________
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CALCULATION OF REGISTRATION FEE The Chart below is in Table format with lines removed
PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM
TITLES OF SECURITIES TO BE BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
--------------------------- ----------------- ---------------- ------------------ -----------------
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Common Stock, $.01 par
value(3) 1,000,000 Shares $ 1.20 $ 1,200,000 $ 316.80
--------------------------- ----------------- ---------------- ------------------ -----------------
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Notes:
1. Plus such additional amount which may result from stock splits, stock dividends or similar
transactions with respect to undistributed shares.
2. Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(h) promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to Rule 457(h), the proposed maximum aggregate offering price represents the average unit bid
and asked price on June 22, 2000 multiplied by the number of shares registered multiplied by .000264.
3. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement
also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit
plan and described herein. Pursuant to Rule 457(h)(2), no separate registration fee is required with
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Dynamic Healthcare
Technologies, Inc. 2000 Incentive Stock Option Plan (the "2000 Plan") as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act.
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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 1999 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 1999 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,
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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 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 6 below.
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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.
(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.
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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 Lake Mary, State of Florida on June 26, 2000.
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/ JERRY L. CARSON Chairman June 26, 2000
----------------------
Jerry L. Carson
/S/ MITCHEL J. LASKEY President & CEO June 26, 2000
------------------------
Mitchel J. Laskey
/S/ PAUL S. GLOVER VP Finance & CFO June 26, 2000
---------------------
Paul S. Glover
/S/ THOMAS J. MARTINSON Director June 26, 2000
--------------------------
Thomas J. Martinson
/S/ BRET R. MAXWELL Director June 26, 2000
----------------------
Bret R. Maxwell
/S/ DANIEL RAYNOR Director June 26, 2000
-------------------
Daniel Raynor
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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 (a) Consent of BDO Seidman LLP 8
23.2 (b) Consent of KPMG LLP 9
24. Power of Attorney is included on the signature
page of this Registration Statement 5
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