<PAGE>
Registration No. 33-53524
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
AMENDMENT NO. 1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________________
DYNATRONICS CORPORATION
(Exact name of issuer as specified in its charter)
Utah 87-0398434
- ----------------------------- ------------
(State or other jurisdiction of (I.R.S.
incorporation or organization) employer
identification
no.)
7030 Park Centre Drive
Salt Lake City, Utah 84121
(Address of principal executive offices)
DYNATRONICS CORPORATION
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(Full title of the plan)
Copy to:
Kelvyn H. Cullimore Kevin R. Pinegar
Dynatronics Corporation Durham, Evans, Jones & Pinegar
7030 Park Centre Drive 50 South Main Street, Ste. 850
Salt Lake City, Utah 84121 Salt Lake City, Utah 84144
(801) 568-7000 (801) 538-2424
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 500,000 $1.27 $635,000 $218.97
</TABLE>
<PAGE>
(1) Estimated pursuant to Rule 457(h) for the purpose of
calculating the registration fee. With respect to the
500,000 shares being registered, for which the exercise
price is not known, the offering price and registration fee
have been calculated on the basis of the average of the bid
and asked price per share reported on the NASDAQ System on
December 27, 1995.
__________________________________________________________
Total of sequentially Exhibit Index on sequentially
numbered pages: 29 numbered page: 6
<PAGE>
PART I
The Registrant incorporates by reference the prospectus
forming a part of the original Registration Statement on
Form S-8, File no. 33-53524, effective October 9, 1992, as
amended hereby (the "Registration Statement").
PART II
The purpose of this Amendment is to register a total of
500,000 additional shares of the Registrant's Common Stock,
no par value, to the shares originally registered under the
Registration Statement. The total number of shares of
Common Stock available to be issued pursuant to options
granted and exercised under the Plan is now 1,000,000. The
Amended and Restated Plan also sets forth the formula for
awards of options under the Plan to outside directors of the
Registrant who form the Committee designated to administer
the Plan. The Amended and Restated Plan was approved by the
shareholders of the Company at its Annual Meeting of
Shareholders on November 28, 1995.
The Registrant hereby incorporates by reference the
information contained in the Registration Statement on Form
S-8, as amended hereby.
<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
Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in Salt Lake City, Utah on
December 28, 1995.
DYNATRONICS CORPORATION
By /s/ Kelvyn H. Cullimore, Jr.
--------------------------------
Kelvyn H. Cullimore, Jr.
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement Amendment has been signed by the
following persons in the capacities and on the dates
indicated. Each person whose signature to this Registration
Statement appears below hereby constitutes and appoints
KELVYN H. CULLIMORE and KELVYN H. CULLIMORE, JR., and each
of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him
and in his name, place and stead, to sign on his behalf
individually and in the capacity stated below, any and all
amendments (including pre-effective and post-effective
amendments) to this Registration Statement, and to perform
any acts necessary to be done in order to file the
Registration Statement and any and all amendments thereto
and other instruments or documents in connection therewith
with the Securities and Exchange Commission, and each of the
undersigned does hereby ratify and confirm all that said
attorney-in-fact and agent, or his substitute, shall
lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Kelvyn H. Cullimore Chairman of 1/3/96
- ----------------------- the Board
Kelvyn H. Cullimore
/s/ Kelvyn H. Cullimore, Jr. President and 12/28/95
- ---------------------------- Director
Kelvyn H. Cullimore, Jr. (Principal Executive
Officer)
<PAGE>
/s/ Larry K. Beardall Director and 12/28/95
- --------------------- Executive Vice
Larry K. Beardall President of Sales
and Marketing
/s/ Keith E. Turner Treasurer 1/2/96
- ------------------- (Principal Financial
Keith E. Turner and Accounting
Officer)
/s/ E. Keith Hansen, M.D. Director 1/2/96
- -------------------------
E. Keith Hansen, M.D.
/s/ V. LeRoy Hansen Director 1/2/96
- -------------------
V. LeRoy Hansen
- --------------------- Director
Edward A. Loeser, M.D.
- --------------------- Director
K. Fred Skousen, PhD.
Registration No. 33-53524
<PAGE>
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
- -------------------------------------------------------------------------------
Registrant:
DYNATRONICS CORPORATION
7030 Park Centre Drive
Salt Lake City, Utah 84121
(801) 568-7000
- -------------------------------------------------------------------------------
Sequentially
Exhibit No. Exhibit Numbered Page
4.1 Form of certificate for Dynatronics *
Laser Corporation common stock, no par value,
incorporated by reference to Exhibit 3 to
Registrant's Registration Statement on
Form S-1 (Reg. No. 2-85045) filed July 8, 1983.
4.2 Articles of Incorporation dated April 29, 1982 *
incorporated by reference to Exhibit 2
to Registrant's Registration Statement on
Form S-1 (Reg. No. 2-85045) filed July 8, 1983.
4.3 Articles of Amendment dated November 21, 1988. *
4.4 Bylaws, incorporated by reference to Exhibit 2 *
to Registrant's Registration Statement on
Form S-1 (Reg. No. 2-85045) filed July 8, 1983.
4.5 Dynatronics Corporation Amended and 9
Restated 1992 Stock Option Plan
effective November 28, 1995.
5 Opinion of Durham, Evans, Jones & Pinegar 29
as to the legality of the securities
being registered (including consent).
24.1 Consent of KPMG Peat Marwick LLP, independent 8
certified public accountants.
<PAGE>
24.2 Consent of Durham, Evans, Jones & Pinegar 29
(included in Exhibit 5).
25 Power of Attorney (included as part of 4
Signature Page to the Registration Statement).
_____________________________________________
* Exhibits incorporated herein by reference.
<PAGE>
AMENDED AND RESTATED
DYNATRONICS CORPORATION
a Utah corporation
1992 Stock Option Plan
TABLE OF CONTENTS
ARTICLE I GENERAL 1
1.01. Purpose 1
1.02. Administration 1
1.03. Eligibility for Participation 3
1.04. Types of Awards Under Plan 4
1.05. Aggregate Limitation on Awards 4
1.06. Effective Date and Term of Plan 4
ARTICLE II STOCK OPTIONS 5
2.01. Award of Stock Options 5
2.02. Stock Option Agreements 5
2.03 Stock Option Price 5
2.04. Term and Exercise 5
2.05 Manner of Payment 5
2.06 Delivery of Certain Shares 6
2.07. Death of Optionee 6
2.08 Retirement or Disability 6
2.09 Termination for Other Reasons 6
ARTICLE III INCENTIVE STOCK OPTIONS 6
3.01 Award of Incentive Stock Options 6
3.02 Incentive Stock Option Agreements 7
3.03 Incentive Stock Option Price 7
3.04 Term and Exercise 7
3.05 Maximum Amount of Incentive Stock Option Grant 7
3.06 Death of Optionee 7
3.07 Retirement or Disability 8
3.08 Termination for Other Reasons 8
3.09 Applicability of Stock Options Sections
and Other Restrictions 8
3.10 Employee/Ten Percent Shareholders 9
ARTICLE IV MISCELLANEOUS 9
4.01. General Restriction 9
4.02. Non-Assignability 9
4.03. Withholding Taxes 9
<PAGE>
4.04. Right to Terminate Employment 10
4.05. Non-Uniform Determinations 10
4.06. Rights as a Shareholder 10
4.07. Definitions 10
4.08. Leaves of Absence and Performance Targets 12
4.09. Newly Eligible Employees 12
4.10. Adjustments 12
4.11. Amendment of the Plan 12
4.12. General Terms and Conditions of Options 13
4.13. Effects of Headings 18
<PAGE>
AMENDED AND RESTATED
DYNATRONICS CORPORATION
a Utah corporation
1992 Stock Option Plan
ARTICLE I GENERAL
1.01. Purpose.
The purposes of this Amended and Restated 1992 Stock
Option Plan (the "Plan") are to: (1) closely associate the
interests of the management and employees of Dynatronics
Corporation, a Utah corporation, formerly known as
Dynatronics Laser Corporation, (referred to as the
"Company") with the shareholders of the Company by
reinforcing the relationship between participants' rewards
and shareholder gains; (2) provide management and employees
with an equity ownership in the Company commensurate with
Company performance, as reflected in increased shareholder
value; (3) maintain competitive compensation levels; (4)
provide an incentive to management and employees to remain
in continuing employment with the Company and to put forth
maximum efforts for the success of its business; and (5)
amend and restate the Company's current 1992 Stock Option
Plan to provide, among other things, for issuance of both
nonstatutory stock options and Incentive Stock Options, to
authorize and reserve for issuance pursuant to the Plan an
additional 500,000 shares of the Company's Common Stock, and
to allow a 3 month period after termination of employment
within which to exercise Options granted pursuant to the
Plan.
1.02. Administration.
(a) Pursuant to Utah Code Annotated Section 16-10a-
624, the Board of Directors of Dynatronics Corporation, (the
"Board") shall appoint a Committee consisting of two or more
disinterested directors to administer the Plan (the
"Committee"), as constituted from time to time. Any
Committee member shall also be a member of the Board.
During the one year prior to commencement of service on the
Committee, the Committee members will not have participated
in, and while serving and for one year after serving on the
Committee, such members shall not be eligible for selection
as persons to whom stock may be allocated or to whom Options
may be granted under the Plan or any other discretionary
plan of the Company under which participants are entitled to
acquire Options or Stock Appreciation Rights of the Company.
<PAGE>
Provided, however, that each Committee member will receive
each year, pursuant to a separate plan herein for Committee
members, automatically and without further action by the
Board or the Committee, a
nonstatutory stock option as more particularly described in
Article II below, to purchase 3,000 shares of Common Stock.
However, if a Director serves as a member of the Committee
during the first year of his service on the board of
directors, then such Director shall instead receive a
nonstatutory stock option to purchase a total of 15,000
shares of Common Stock for such first year. Options so
granted to Committee members shall be subject in each
instance to the same adjustments and substitutions as
provided elsewhere in this Plan for all Options granted
under the Plan. Such grants shall be made at the first
meeting of the Board of Directors of the Company following
the annnual meeting of the shareholders of the Company.
Before any Options may be automatically granted to Committee
members hereunder, the following two preconditions must be
satisfied:
(i) On the financial statements of the Company for the
fiscal year ended on the 30th of June preceeding the Board
Meeting at which options may be granted to Committee
Members, there must be shown a net profit for the Company;
and
(ii) On the date of the Board Meeting at which Options
may be granted to Committee members, the sum of the Company
shares underlying the outstanding and unexercised Options
granted under the Plan plus the shares underlying the
Options to be granted on such date to Committee members
shall be less than fifteen percent (15%) of the total issued
and outstanding shares of the Company.
Once appointed, the Committee shall continue to serve
until otherwise directed by the Board. From time to time,
the Board may increase or change the size of the Committee,
and appoint new members thereof, remove members (with or
without cause) and appoint new members in substitution
therefor, fill vacancies, however caused, or remove all
members of the Committee; provided, however, that at no time
shall any person administer the Plan who is not otherwise
"disinterested" as that term is defined in Rule 16 b-
3(c)(2)(i) promulgated under the Securities Exchange Act of
1934 (the "1934 Act").
(b) The Committee shall have the authority without
limitation, in its sole discretion, subject to and not
inconsistent with the express provisions of the Plan, and
from time to time, to:
<PAGE>
(i) administer the Plan and to exercise all
the powers and authorities either specifically
granted to it under the Plan or necessary or
advisable in the administration of the Plan;
(ii) designate the employees or classes of
employees eligible to participate in the Plan
from among those described in Section 1.03 below;
(iii) grant awards provided in the Plan in such
form, amount and under such terms as the
Committee shall determine;
(iv) determine the purchase price of shares of
Common Stock covered by each Option (the "Option
Price");
(v) determine the Fair Market Value of Common
Stock for purposes of Options;
(vi) determine the time or times at which
Options shall be granted;
(vii) determine the terms and provisions of the
various Option Agreements (none of which need be
identical or uniform) evidencing Options granted
under the Plan and to impose such limitations,
restrictions and conditions upon any such award
as the Committee shall deem appropriate; and
(viii) interpret the Plan, adopt, amend and
rescind rules and regulations relating to the
Plan, and make all other determinations and take
all other action necessary or advisable for the
implementation and administration of the Plan.
The Committee may delegate to one or more of its
members or to one or more agents such administrative
duties as it may deem advisable.
(c) All decisions, determinations and interpretations
of the Committee on all matters relating to the Plan shall
be in its sole discretion and shall be final, binding and
conclusive on all Optionees and the Company.
(d) One member of the Committee shall be elected by
the Board as chairman. The Committee shall hold its
meetings at such times and places as it shall deem
advisable. All determinations of the Committee shall be
made by a majority of its members either present in person
<PAGE>
or participating by conference telephone at a meeting or by
written consent. The Committee may appoint a secretary and
make such rules and regulations for the conduct of its
business as it shall deem advisable, and shall keep minutes
of its meetings.
(e) No member of the Board or Committee shall be
liable for any action taken or decision or determination
made in good faith with respect to any Option, the Plan, or
any award thereunder.
1.03. Eligibility for Participation
Participants in the Plan shall be selected by the
Committee, and awards under the Plan, as described in
Section 1.04 below, may be granted to directors, officers
and employees of the Company; provided, however, that
Incentive Stock Options may only be granted to employees of
the Company who have an employee relationship with the
Company determined in accordance with the withholding tax
rules of Section 3401(c) of the Internal Revenue Code (the
"Code"). A person to whom an award has been granted is
sometimes referred to herein as an "Optionee." An Optionee
shall be eligible to receive more than one Option during the
term of the Plan, but only on the terms and subject to the
restrictions hereinafter set forth.
1.04. Types of Awards Under Plan.
Awards under the Plan may be in the form of any one or
more of the following:
(i) "Stock Options" which are nonqualified stock
options, the tax consequences of which are governed by
the provisions of Section 83 of the Code, as described
in Article II.
(ii) "Incentive Stock Options" which are statutory
stock options, the tax consequences of which are
governed by Section 422 of the Code, as described in
Article III.
1.05. Aggregate Limitation on Awards.
Except as may be adjusted pursuant to Section 4.12(h)
below, shares of stock which may be issued upon exercise of
Options under the Plan shall be authorized and unissued or
treasury shares of Common Stock, no par value, of
Dynatronics Corporation ("Common Stock"). The number of
shares of Common Stock Dynatronics Corporation shall
reserve for issuance upon exercise of Options to be granted
<PAGE>
from time to time under the Plan, and the maximum number of
shares of Common Stock which may be issued under the Plan,
in addition to the shares reserved for issuance upon
exercise of the then outstanding 253,000 stock options as of
August 18, 1992, shall not exceed in the aggregate 1,000,000
shares. In the absence of an effective registration
statement under the Securities Act of 1933 (the "Act"), all
Options granted and shares of Common Stock subject to their
exercise will be restricted as to subsequent resale or
transfer, pursuant to the provisions of Rule 144,
promulgated under the Act.
1.06. Effective Date and Term of Plan.
(a) The amendments to the Plan shall become effective
as of the 28th day of November, 1995, the date the
amendments to the Plan are adopted by a majority of the
Board (the "Effective Date"), but shall be subject to
approval by the holders of a majority of the issued and
outstanding shares of Dynatronics Corporation Common Stock
present in person or by proxy and entitled to vote at the
earlier of either a Special Meeting of Shareholders called
for that purpose or the 1995 Annual Meeting of Shareholders
of Dynatronics Corporation, which meeting shall in any
event, be held not more than twelve (12) months after
adoption on the Effective Date. Once amended, the Plan
shall remain effective as of its original effective date:
August 18, 1992.
(b) No awards shall be granted under the Plan after or
on the 17th day of August, 2002, which date is ten (10)
years after the original effective date (the "Plan
Termination Date"). Provided, however, that the Plan and
all awards made under the Plan prior to such Plan
Termination Date shall remain in effect until such awards
have been satisfied or terminated in accordance with the
Plan and the terms of such awards.
ARTICLE II STOCK OPTIONS
2.01. Award of Stock Options.
The Committee may from time to time, and subject to the
provisions of the Plan, and such other terms and conditions
as the Committee may prescribe, grant to any participant in
the Plan one or more options to purchase for cash the number
of shares of Common Stock allotted by the Committee ("Stock
Options"). The date a Stock Option is granted shall mean
the date selected by the Committee as of which the Committee
allots a specific number of shares to a participant pursuant
to the Plan.
<PAGE>
2.02. Stock Option Agreements.
The grant of a Stock Option shall be evidenced by a
written Stock Option Agreement, executed by the Company and
the holder of a Stock Option (the "Optionee"), stating the
number of shares of Common Stock subject to the Stock Option
evidenced thereby, and in such form as the Committee may
from time to time determine.
2.03 Stock Option Price.
The Option Price per share of Common Stock deliverable
upon the exercise of a Stock Option shall be 100% of the
Fair Market Value of a share of Common Stock on the date the
Stock Option is granted.
2.04. Term and Exercise.
Each Stock Option shall be fully exercisable at any
time within the period beginning not earlier than six months
after the date of its grant and, unless a shorter period is
provided by the Committee or by another Section of this
Plan, ending not later than ten years after the date of
grant thereof (the "Option Term"). No Stock Option shall be
exercisable after the expiration of its Option Term.
2.05 Manner of Payment.
Each Stock Option Agreement shall set forth the
procedure governing the exercise of the Stock Option granted
thereunder, and shall provide that, upon such exercise in
respect of any shares of Common Stock subject thereto, the
Optionee shall pay to the Company, in full, the Option Price
for such shares in cash.
2.06 Delivery of Shares.
As soon as practicable after receipt of payment, the
Company shall deliver to the Optionee a certificate or
certificates for such shares of Common Stock. Upon receipt
of such certificate(s), the Optionee shall become a
shareholder of the Company with respect to Common Stock
represented by share certificates so issued and as such
shall be fully entitled to receive dividends, to vote and to
exercise all other rights of a shareholder.
2.07. Death of Optionee.
(a) Upon the death of the Optionee while either in the
Company's employ or within not more than 6 months after
<PAGE>
termination of Optionee's employment, any rights to the
extent exercisable on the date of death may be exercised by
the Optionee's estate, or by a person who acquires the right
to exercise such Stock Option by bequest or inheritance or
by reason of the death of the Optionee, provided that such
exercise occurs within both the remaining effective term of
the Stock Option and one year after the Optionee's death.
(b) The provisions of this Section shall apply
notwithstanding the fact that the Optionee's employment may
have terminated prior to death, but only to the extent of
any rights exercisable on the date of death.
2.08 Retirement or Disability.
Upon termination of the Optionee's employment by reason
of retirement or permanent disability (as each is determined
by the Committee), the Optionee may, within 36 months from
the date of termination, exercise any Stock Options to the
extent such options are exercisable during such 36-month
period.
2.09 Termination for Other Reasons.
Except as provided in Sections 2.07 and 2.08, or except
as otherwise determined by the Committee, all Stock Options
shall terminate 6 months after the termination of the
Optionee's employment.
ARTICLE III INCENTIVE STOCK OPTIONS
3.01 Award of Incentive Stock Options.
The Committee may, from time to time and subject to the
provisions of the Plan and such other terms and conditions
as the Committee may prescribe, grant to any participant in
the Plan one or more "incentive stock options" which are
intended to qualify as such under the provisions of Section
422 of the Code, to purchase for cash the number of shares
of Common Stock allotted by the Committee ("Incentive Stock
Options"). The date an Incentive Stock Option is granted
shall mean the date selected by the Committee as of which
the Committee shall allot a specific number of shares to a
participant pursuant to the Plan.
3.02 Incentive Stock Option Agreements.
The grant of an Incentive Stock Option shall be
evidenced by a written Incentive Stock Option Agreement,
executed by the Company and the holder of an Incentive Stock
<PAGE>
Option (the "Optionee"), stating the number of shares of
Common Stock subject to the Incentive Stock Option evidenced
thereby, and in such form as the Committee may from time to
time determine.
3.03 Incentive Stock Option Price.
Except as provided in Section 3.10 below, the Option
Price per share of Common Stock deliverable upon the
exercise of an Incentive Stock Option shall be 100% of the
Fair Market Value of a share of Common Stock on the date the
Incentive Stock Option is granted.
3.04 Term and Exercise.
Except as provided in Section 3.10 below, each
Incentive Stock Option shall be fully exercisable at any
time within the period beginning not earlier than six months
after the date of its grant and, unless a shorter period is
provided by the Committee or another Section of this Plan,
ending not later than ten years after the date of grant
thereof (the "Option Term"). No Incentive Stock Option
shall be exercisable after the expiration of its Option
Term.
3.05 Maximum Amount of Incentive Stock Option Grant.
The aggregate Fair Market Value (determined on the date
the Incentive Stock Option is granted) of Common Stock
subject to an Incentive Stock Option granted to any Optionee
by the Committee in any calendar year shall not exceed
$100,000. Multiple Incentive Stock Options may be granted
to an Optionee in any calendar year, which Multiple
Incentive Stock Options may in the aggregate exceed such
$100,000 Fair Market Value limitation, so long as each such
Incentive Stock Option within the Multiple Incentive Stock
Option award does not exceed such $100,000 Fair Market Value
limitation and so long as no two such Incentive Stock
Options may be exercised by the Optionee in the same
calendar year.
3.06 Death of Optionee.
(a) Upon the death of the Optionee while in the
Company's employ or within not more than 3 months after
termination of Optionee's employment, any Incentive Stock
Option exercisable on the date of death may be exercised by
the Optionee's estate or by a person who acquires the right
to exercise such Incentive Stock Option by bequest or
inheritance or by reason of the death of the Optionee,
<PAGE>
provided that such exercise occurs within both the remaining
Option Term of the Incentive Stock Option and one year after
the Optionee's death.
(b) The provisions of this Section shall apply
notwithstanding the fact that the Optionee's employment may
have terminated prior to death, but only to the extent of
any Incentive Stock Options exercisable on the date of
death.
3.07 Retirement or Disability.
Upon the termination of the Optionee's employment by
reason of retirement or permanent disability (as each is
determined by the Committee), the Optionee may, within 36
months from the date of such termination of employment,
exercise any Incentive Stock Options to the extent such
Incentive Stock Options were exercisable at the date of such
termination of employment. Notwithstanding the foregoing,
the tax treatment available pursuant to Section 422 of the
Code, upon the exercise of an Incentive Stock Option will
not be available to an Optionee who exercises any Incentive
Stock Options more than (i) 12 months after the date of
termination of employment due to permanent disability or
(ii) three months after the date of termination of
employment due to retirement.
3.08 Termination for Other Reasons.
Except as provided in Sections 3.06 and 3.07 or except
as otherwise determined by the Committee, all Incentive
Stock Options shall terminate three months after the date of
termination of the Optionee's employment.
3.09 Applicability of Stock Options Sections and
Other Restrictions.
Sections 2.05, Manner of Payment applicable to Stock
Options, shall apply equally to Incentive Stock Options.
Said Sections are incorporated by reference in this Article
III as though fully set forth herein. In addition, in order
to obtain the favorable tax treatment available for
Incentive Stock Options under Section 422 of the Code, the
Optionee is prohibited from the sale, exchange, transfer,
pledge, hypothecation, gift or other disposition of the
shares of Common Stock underlying the Incentive Stock
Options until the later of either two (2) years after the
date of granting the Incentive Stock Option or one (1) year
after the transfer to the Optionee of such underlying Common
Stock after the Optionee's exercise of such Incentive Stock
<PAGE>
Options. In the event the Optionee chooses to make a
premature disposition of such underlying Common Stock
contrary to such restrictions, the Options related to such
underlying Common Stock shall be treated as Stock Options
pursuant to the terms of Article II of the Plan from the
date of grant which, in particular, shall cause the Optionee
to be taxed upon the fair market value of the underlying
shares on the date of exercise.
3.10 Employee/Ten Percent Shareholders.
In the event the Committee determines to grant an
Incentive Stock Option to an employee who is also a Ten
Percent Stockholder, as defined in 4.07(g) below, (i) the
Option Price shall not be less than 110% of the Fair Market
Value of the shares of Common Stock of the Company on the
date of grant of such Incentive Stock Option, and (ii) the
exercise period shall not exceed 5 years from the date of
grant of such Incentive Stock Option. Fair Market Value
shall be as defined in 4.07(d) below.
ARTICLE IV MISCELLANEOUS
4.01. General Restriction.
Each award under the Plan shall be subject to the
requirement that, if at any time the Committee shall
determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or
related thereto upon any securities exchange or under any
state or Federal law, or (ii) the consent or approval of any
government regulatory body, or (iii) an agreement by the
grantee of an award with respect to the disposition of
shares of Common Stock, is necessary or desirable as a
condition of, or in connection with, the granting of such
award or the issue or purchase of shares of Common Stock
thereunder, such award may not be exercised or consummated
in whole or in part unless and until such listing,
registration, qualification, consent, approval or agreement
shall have been effected or obtained free of any conditions
not acceptable to the Committee.
4.02. Non-Assignability.
No award under the Plan shall be assignable or
transferable by the recipient thereof, except by Will or by
the laws of descent and distribution or pursuant to the
terms of a qualified domestic relations order as defined in
the U.S. Internal Revenue Code. During the life of the
recipient, such award shall be exercisable only by such
person or by such person's guardian or legal representative.
<PAGE>
4.03. Withholding Taxes.
Whenever the Company proposes or is required to issue
or transfer shares of Common Stock under the Plan, the
Company shall, to the extent permitted or required by law,
have the right to require the grantee, as a condition of
issuance or exercise of its Options, to remit to the Company
no later than the date of issuance or exercise, or make
arrangements satisfactory to the Committee regarding payment
of, any amount sufficient to satisfy any Federal, state
and/or local taxes of any kind, including, but not limited
to, withholding tax requirements prior to the delivery of
any certificate or certificates for such shares. If the
participant fails to pay the amount required by the
Committee, the Company shall have the right to withhold such
amount from other amounts payable by the Company to the
participant, including but not limited to, salary, fees or
benefits, subject to applicable law. Alternatively, the
Company may issue or transfer such shares of Common Stock
net of the number of shares sufficient to satisfy any such
taxes, including, but not limited to, the withholding tax
requirements. For withholding tax purposes, the shares of
Common Stock shall be valued on the date the withholding
obligation is incurred.
4.04. Right to Terminate Employment.
Nothing in the Plan or in any agreement entered into
pursuant to the Plan shall confer upon any participant the
right to continue in the employment of the Company or effect
any right which the Company may have to terminate the
employment of such participant.
4.05. Non-Uniform Determinations.
The Committee's determinations under the Plan
(including without limitation determinations of the persons
to receive awards, the form, amount and timing of such
awards, the terms and provisions of such awards and the
agreements evidencing same) need not be uniform and may be
made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not
such persons are similarly situated.
4.06. Rights as a Shareholder.
The recipient of any award under the Plan shall have no
rights as a shareholder with respect thereto unless and
until certificates for shares of Common Stock are issued to
him or her.
<PAGE>
4.07. Definitions.
As used in this Plan, the following words and phrases
shall have the meanings indicated in the following
definitions:
(a) "AFFILIATE" means any person or entity which
directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is
under common control with Dynatronics'
Corporation.
(b) "DISABILITY" shall mean an Optionee's inability
to engage in any substantial gainful activity by
reason of any medically determinable physical or
mental impairment that can be expected to result
in death or that has lasted or can be expected to
last for a continuous period of not less than one
year.
(c) "EMPLOYEE" shall mean members of the Board of
Directors, executive officers and all other
employees of the Company.
(d) "FAIR MARKET VALUE" per share in respect of any
share of Common Stock as of any particular
valuation date shall be determined pursuant to
Regulation Section 20.2031-2 of the Code and
shall mean: (i) If there is a market for the
Common Stocks on a stock exchange, in an over-
the-counter market, or otherwise, the mean
between the closing bid and ask price on the
valuation date is the fair market value per
share. (ii) If there were no sales on the
valuation date but there were sales on dates
within a reasonable period both before and after
the valuation date, the fair market value is
determined by taking the average of the means
between the closing bid and ask price on the
nearest date before and the nearest date after
the valuation date. The average is to be
weighted inversely by the respective numbers of
trading days between the selling dates and the
valuation date. (iii) If the Common Stocks are
listed on more than one exchange, the records of
the exchange where the stocks are principally
dealt in should be employed if such records are
available in a generally available listing or
publication of general circulation. In the event
that such records are not so available and such
common stocks are listed on a composite listing
<PAGE>
of combined exchanges available in a generally
available listing or publication of general
circulation, the records of such combined
exchanges should be employed. (iv) If the shares
of Common Stock are not then listed on a national
securities exchange or traded in an over-the-
counter market, such value as the Committee in
its discretion may determine in any such other
manner as the Committee may deem appropriate. In
no event shall the Fair Market Value of any share
of Common Stock be less than its par value. In
the case of Incentive Stock Options, the Fair
Market Value shall not be discounted for
restrictions, lack of marketability and other
such limitations on the enjoyment of the Common
Stock. In the case of other type of Options, the
Fair Market Value of the Common Stock shall be so
discounted.
(e) "OPTION" means Stock Option or Incentive Stock
Option.
(f) "OPTION PRICE" means the purchase price per share
of Common Stock deliverable upon the exercise of
an Option.
(g) "TEN PERCENT STOCKHOLDER" shall mean an Optionee
who, at the time an Incentive Stock Option is
granted, is an employee of the Company who owns,
directly or indirectly pursuant to the stock
ownership attribution rules of Section 424(d) of
the Code, stock (not counting shares underlying
unexercised stock option) possessing more than
ten percent (10%) of the total combined voting
power of all classes of stock of the Company or
of its Parent or Subsidiary Corporations.
4.08. Leaves of Absence and Performance Targets.
The Committee shall be entitled to make such rules,
regulations and determinations as it deems appropriate under
the Plan in respect of any leave of absence taken by the
recipient of any award. Without limiting the generality of
the foregoing, the Committee shall be entitled to determine
(i) whether or not any such leave of absence shall
constitute a termination of employment within the meaning of
the Plan and (ii) the impact, if any, of such leave of
absence on awards under the Plan theretofore made to any
recipient who takes such leave of absence. The Committee
shall also be entitled to make such determination of
performance targets, if any, as it deems appropriate.
<PAGE>
4.09. Newly Eligible Employees.
The Committee shall be entitled to make such rules,
regulations, determinations and awards as it deems
appropriate in respect of any employee who becomes eligible
to participate in the Plan or any portion thereof, after the
commencement of an award or incentive period.
4.10. Adjustments.
In the event of any change in the outstanding Common
Stock by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up,
combination, exchange of shares or the like, the Committee
may appropriately adjust the number of shares of Common
Stock which may be issued under the Plan, the number of
shares of Common Stock subject to Options theretofore
granted under the Plan, the Option Price of Options
theretofore granted under the Plan, the performance targets
referred to in Section 4.08 and any and all other matters
deemed appropriate by the Committee.
4.11. Amendment of the Plan.
(a) The Committee may, without further action by the
shareholders and without receiving further consideration
from the participants, amend this Plan or condition or
modify awards under this Plan in response to changes in
securities, tax or other laws or rules, regulations or
regulatory interpretations thereof applicable to this Plan
or to comply with stock exchange rules or requirements.
(b) The Committee may at any time and from time to time
terminate or modify or amend the Plan in any respect, except
that without shareholder approval the Committee may not (i)
increase the maximum number of shares of Common Stock which
may be issued under the Plan (other than increases pursuant
to Section 4.10), (ii) extend the period during which any
award may be granted or exercised, or (iii) extend the term
of the Plan. The termination or any modification or
amendment of the Plan, except as provided in subsection (a),
shall not without the consent of a participant, affect his
other rights under an award previously granted to him or
her.
4.12. General Terms and Conditions of Options.
Each Option shall be evidenced by a written Option
Agreement between the Company and the Optionee, which
agreement, unless otherwise stated in Articles II or III of
<PAGE>
the Plan, shall comply with and be subject to the following
terms and conditions:
(a) Number of Shares. Each Option Agreement
shall state the number of shares of Common Stock to
which the Option relates.
(b) Type of Option. Each Option Agreement shall
specifically identify the portion, if any, of the
Option which constitutes an Incentive Stock Option and
the portion, if any, which constitutes a Non-qualified
Stock Option.
(c) Option Price. Each Option Agreement shall
state the Option Price, which (except to the extent
provided in Article III above) shall be not less than
100% of the undiscounted Fair Market Value of the
shares of Common Stock of the Company on the date of
grant of the Option. The Option Price shall be subject
to adjustment as provided in 4.12(h) hereof. The date
on which the Committee adopts a resolution expressly
granting an Option shall be considered the day on which
such Option is granted. Except as provided in Section
3.10 above, no Options shall be granted under the Plan
more than 10 years after the August 18, 1992 date of
original adoption of the Plan by the Board, but the
validity of Options previously granted may extend and
be validly exercised beyond that date. Except as
provided in Section 3.10 above, Options granted under
the Plan shall be for a period determined by the
Committee as provided in Section 4.12(e), below.
(d) Medium and Time of Payment. The Option Price
shall be paid in full at the time of exercise in cash.
(e) Term and Exercise of Options. Options shall
be exercisable over the exercise period as and at the
times and upon the conditions that the Committee may
determine, as reflected in the Option Agreement;
provided, however, that the Committee shall have the
authority to accelerate the exercisability of any
outstanding Option at such time and under such
circumstances, as it, in its sole discretion, deems
appropriate. The exercise period shall be determined
by the Committee for all Options; provided, however
that except as provided in Section 3.10 above, such
exercise period shall not exceed 10 years from the date
of grant of such Option. The exercise period shall be
subject to earlier termination as provided in Sections
2.07, 2.08, 3.06, 3.07 and 4.12(f) hereof. An Option
may be exercised, as to any or all full shares of
<PAGE>
Common Stock as to which the Option has become
exercisable, by giving written notice of such exercise
to the Secretary or Treasurer of the Company; provided,
however, that an Option may not be exercised at any one
time as to fewer than 100 shares (or such number of
shares as to which the Option is then exercisable if
such number of shares is less than 100).
(f) Termination. Except as provided in Section
4.12(e) and in this Section 4.12(f) hereof, an Option
may not be exercised unless the Optionee is then in the
employ of the Company as director or other employee (or
a corporation issuing or assuming the Option in a
transaction to which Code Section 424(a) applies), and
unless the Optionee has remained continuously so
employed since the date of grant of the Option. If the
employment of an Optionee shall terminate (other than
by reason of death, disability or retirement), all
Options of such Optionee that are exercisable at the
time of such termination may, unless earlier terminated
in accordance with their terms, be exercised within
three months after such termination; provided, however,
that if the employment of an Optionee shall terminate
for cause, all Options theretofore granted to such
Optionee shall, to the extent not theretofore
exercised, terminate forthwith. Nothing in the Plan or
in any Option shall limit the Company's rights under
Section 4.04 above. No Option may be exercised after
the expiration of its term.
(g) Non-transferability of Options. Options
granted under the Plan shall not be transferable
otherwise than (i) by will; (ii) by the laws of descent
and distribution; or (iii) to a revocable inter vivos
trust for the primary benefit of the Optionee and his
or her spouse. Options may be exercised, during the
lifetime of the Optionee, only by the Optionee, his or
her guardian, legal representative or the Trustee of an
above described trust. Except as permitted by the
preceding sentences, no Option granted under the Plan
or any of the rights and privileges thereby conferred
shall be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or
otherwise), and no such Option, right, or privilege
shall be subject to execution, attachment, or similar
process. Upon any transfer, assignment, pledge,
hypothecation, or other disposition of the Option, or
of any right or privilege conferred thereby, contrary
to the provisions of this Plan, or upon the levy of any
attachment or similar process upon such Option, right,
<PAGE>
or privilege, the Option and such rights and privileges
shall immediately become null and void.
(h) Effect of Certain Changes.
(A) If there is any change in the number of
shares of Common Stock through the declaration of
stock dividends, or through recapitalization
resulting in stock splits, or combinations or
exchanges of such shares, the number of shares of
Common Stock available for awards under the Plan
pursuant to Section 1.05 above, the number of
such shares covered by the outstanding Options
and the price per share of such Options shall be
proportionately adjusted by the Committee to
reflect any increase or decrease in the number of
issued shares of Common Stock; provided, however,
that any fractional shares resulting from such
adjustment shall be eliminated.
(B) In the event of the proposed
dissolution or liquidation of the Company, in the
event of any corporate separation or division,
including, but not limited to split-up, split-off
or spin-off, or in the event of a merger,
consolidation or other reorganization of the
Corporation with another corporation, the
Committee may provide that the holder of each
Option then exercisable shall have the right to
exercise such Option (at its then Option Price)
solely for the kind and amount of shares of stock
and other securities, property, cash or any
combination thereof receivable upon such
dissolution, liquidation, or corporate separation
or division, or merger, consolidation or other
reorganization by a holder of the number of
shares of Common Stock for which such Option
might have been exercised immediately prior to
such dissolution, liquidation, or corporate
separation or division, or merger, consolidation
or other reorganization; or the Committee may
provide, in the alternative, that each Option
granted under the Plan shall terminate as of a
date to be fixed by the Committee; provided,
however, that not less than 90-days' written
notice of the date so fixed shall be given to
each Optionee, who shall have the right, during
the period of 90 days preceding such termination,
to exercise the Options as to all or any part of
the shares of Common Stock covered thereby,
including shares as to which such Options would
<PAGE>
not otherwise be exercisable; provided, further,
that failure to provide such notice shall
not invalidate or affect the action with respect
to which such notice was required.
(C) If while unexercised Options remain
outstanding under the Plan, the stockholders of
the Corporation approve a definitive agreement to
merge, consolidate or otherwise reorganize the
Company with or into another corporation or to
sell or otherwise dispose of all or substantially
all of its assets, or adopt a plan of liquidation
(each, a "Disposition Transaction"), then the
Committee may: (i) make an appropriate adjustment
to the number and class of shares available for
awards under the Plan pursuant to Section 1.05
above, and to the amount and kind of shares or
other securities or property (including cash)
receivable upon exercise of any outstanding
options after the effective date of such
transaction, and the price thereof, or, in lieu
of such adjustment, provide for the cancellation
of all options outstanding at or prior to the
effective date of such transaction; (ii) provide
that exercisability of all Options shall be
accelerated, whether or not otherwise
exercisable; or (iii) in its discretion, permit
Optionees to surrender outstanding options for
cancellation.
(D) Paragraphs (B) and (C) of this Section
4.12(h) shall not apply to a merger,
consolidation or other reorganization in which
the Company is the surviving corporation and
shares of Common Stock are not converted into or
exchanged for stock, securities of any other
corporation, cash or any other thing of value.
Notwithstanding the preceding sentence, in case
of any consolidation, merger or other
reorganization of another corporation into the
Company in which the Company is the surviving
corporation and in which there is a
reclassification or change (including a change to
the right to receive cash or other property) of
the shares of Common Stock (other than a change
in par value, or from par value to no par value,
or as a result of a subdivision or combination,
but including any change in such shares into two
or more classes or series of shares), the
Committee may provide that the holder of each
Option then exercisable shall have the right to
<PAGE>
exercise such Option solely for the kind and
amount of shares of stock and other securities
(including those of any new direct or indirect
parent of the Company), property, cash or any
combination thereof receivable upon such
reclassification, change, consolidation or merger
by the holder of the number of shares of Common
Stock for which such Option might have been
exercised.
(E) In the event of a change in the Common
Stock of the Company as presently constituted
which is limited to a change of all of its
authorized shares with par value into the same
number of shares with a different par value or
without par value, the shares resulting from any
such change shall be deemed to be the Common
Stock within the meaning of the Plan.
(F) To the extent that the foregoing
adjustments relate to stock or securities of the
Company, such adjustments shall be made by the
Committee, whose determination in that respect
shall be final, binding and conclusive, provided
that each Incentive Stock Option granted pursuant
to Article III of this Plan shall not be adjusted
in a manner that causes such option to fail to
continue to qualify as an Incentive Stock Option
within the meaning of Section 422 of the Code.
(G) Except as hereinbefore expressly
provided in this Section 4.12(h), the Optionee
shall have no rights by reason of any subdivision
or consolidation of shares of stock or any class
or the payment of any stock dividend or any other
increase or decrease in the number of shares of
stock of any class or by reason of any
dissolution, liquidation, merger, consolidation
or other reorganization or spin-off of assets or
stock of another corporation; and any issue by
the Company of shares of stock of any class shall
not affect, and no adjustment by reason thereof
shall be made with respect to, the number or
price of shares of Common Stock subject to the
Option. The grant of an Option pursuant to the
Plan shall not affect in any way the right or
power of the Company to make adjustments,
reclassifications, reorganizations or changes of
its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell,
<PAGE>
or transfer all or part of its business or assets.
(i) Rights as a Shareholder. An Optionee or a
transferee of an Option shall have no right as a
shareholder with respect to any shares covered by the
Option until the date of the issuance of a certificate
evidencing such shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distribution of
other rights for which the record date is prior to the
date such certificate is issued, except as provided in
Section 4.12(h) hereof.
(j) Other Provisions. The Option Agreement
authorized under the Plan shall contain such other
provisions, including, without limitation, (A) the
imposition of restrictions upon the exercise of an
Option; (B) in the case of an Incentive Stock Option,
the inclusion of any condition not inconsistent with
such Option qualifying as an Incentive Stock Option;
and (C) conditions relating to compliance with
applicable federal and state securities laws, as the
Committee shall deem advisable.
4.13. Effects of Headings
The Section and Subsection headings contained herein
are for convenience only and shall not affect the
construction hereof.
ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS THE 28th DAY
OF NOVEMBER, 1995.
/s/ Robert J. Cardon
-----------------------
Secretary
<PAGE>
EXHIBITS 5 & 24.2
January 2, 1996
Dynatronics Corporation
7030 Park Centre Drive
Salt Lake City, Utah 84121
Re: Registration Statement on Form S-8 relating to Amended and
Restated 1992 Stock Option Plan (the "Plan")
Dear Sirs:
We have acted as counsel for Dynatronics Corporation, a Utah
corporation (the "Company") in connection with the registration
under the Securities Act of 1933, as amended (the "Act") of an
additional number of shares to increase the number of shares
registered under the Plan to an aggregate of 1,000,000 shares of
the Company's Common Stock, no par value per share (the "Shares")
to be issued in accordance with the terms of the Plan.
In connection with the foregoing, we have examined originals
or copies, certified or otherwise authenticated to our
satisfaction, of such corporate records of the Company and other
instruments and documents as we have deemed necessary to require as
a basis for the opinion hereinafter expressed. We have assumed the
genuineness of all signatures on original or certified copies and
the conformity to original or certified copies of all copies
submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinion hereinafter expressed, we
have relied upon certificates of public officials and statements or
certificates of officers or representatives of the Company and
others.
Based upon the foregoing and in reliance thereon, it is our
opinion that the Shares described in the above-referenced
Registration Statement, when issued pursuant to the terms of the
Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement as amended. In giving this consent, we do
not thereby admit that we come with the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder.
Sincerely,
DURHAM, EVANS, JONES & PINEGAR, P.C.
By /s/ Kevin R. Pinegar
-----------------------------------------
For the Firm
EXHIBIT 24.1
Independent Auditors' Consent
-----------------------------
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of Dynatronics
Corporation's amended and restated 1992 Stock Option Plan
of our report dated August 8, 1995, relating to the balance
sheets of Dynatronics Corporation as of June 30, 1995 and
1994, and the related statements of income, stockholders'
equity, and cash flows for each of the years in the three-
year period ended June 30, 1995, which report appears in the
June 30, 1995 annual report on Form 10-K of Dynatronics
Corporation.
/s/ KPMG Peat Marwick LLP
--------------------------
KPMG Peat Marwick LLP
Salt Lake City, Utah
December 27, 1995
<PAGE>
EXHIBITS 5 & 24.2
January 2, 1996
Dynatronics Corporation
7030 Park Centre Drive
Salt Lake City, Utah 84121
Re: Registration Statement on Form S-8 relating to Amended and
Restated 1992 Stock Option Plan (the "Plan")
Dear Sirs:
We have acted as counsel for Dynatronics Corporation, a Utah
corporation (the "Company") in connection with the registration
under the Securities Act of 1933, as amended (the "Act") of an
additional number of shares to increase the number of shares
registered under the Plan to an aggregate of 1,000,000 shares of
the Company's Common Stock, no par value per share (the "Shares")
to be issued in accordance with the terms of the Plan.
In connection with the foregoing, we have examined originals
or copies, certified or otherwise authenticated to our
satisfaction, of such corporate records of the Company and other
instruments and documents as we have deemed necessary to require as
a basis for the opinion hereinafter expressed. We have assumed the
genuineness of all signatures on original or certified copies and
the conformity to original or certified copies of all copies
submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinion hereinafter expressed, we
have relied upon certificates of public officials and statements or
certificates of officers or representatives of the Company and
others.
Based upon the foregoing and in reliance thereon, it is our
opinion that the Shares described in the above-referenced
Registration Statement, when issued pursuant to the terms of the
Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement as amended. In giving this consent, we do
not thereby admit that we come with the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder.
Sincerely,
DURHAM, EVANS, JONES & PINEGAR, P.C.
By /s/ Kevin R. Pinegar
-----------------------------------------
For the Firm
