Registration No. 33-53524
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
AMENDMENT NO. 2
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. employer
incorporation or organization) 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)
Kelvyn H. Cullimore
Dynatronics Corporation
7030 Park Centre Drive
Salt Lake City, Utah 84121
(801) 568-7000
Copies to:
Kevin R. Pinegar, Esq.
Durham, Evans, Jones & Pinegar, P.C.
50 South Main Street, Suite 850
Salt Lake City, Utah 84144
(801) 538-2424
(Name, address and telephone number, including area code, of agent for service)
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[CAPTION]
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CALCULATION OF REGISTRATION FEE
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 1,500,000 $2.50 $3,750,000 $1,042.50
</TABLE>
(1) Estimated pursuant to Rule 457(h) for the purpose of calculating
the registration fee. With respect to the 1,500,000 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 closing
price per share reported on the NASD Automated Quotation System on December
3, 1998.
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The Registrant incorporates by reference the contents of the
Registration Statements on Form S-8, File no. 33-53524, effective October
9, 1992, as amended on January 16, 1996 (the "Registration Statement").
This Amendment is filed for the sole purpose of registering a total
of 1,500,000 additional shares of the Registrant's Common Stock, no par
value, increasing the aggregate number of 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 2,500,000. The amendment effecting the increase in
the number of shares available for issuance pursuant to the Amended and
Restated Plan was approved by the shareholders of the Company at its
Annual Meeting of Shareholders on November 17, 1998. Other than the
increase in the aggregate number of shares authorized for issuance
pursuant to the plan, there were no changes or modifications to the Plan.
Item 8. Exhibits
Exhibit No. Description of Exhibit
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 Restated 1992 Stock Option Plan
effective November 28, 1995 (previously filed).
5 Opinion of Counsel (including consent).
24.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
24.2 Consent of Counsel (included in Exhibit 5).
25 Power of Attorney (included as part of Signature Page to the
Registration Statement).
_____________________________________________
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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 Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in Salt Lake City, Utah on
December 11, 1998.
DYNATRONICS CORPORATION
By /s/ Kelvyn H. Cullimore, Jr.
--------------------------------
Kelvyn H. Cullimore, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We the undersigned officers and directors of Dynatronics
Corporation, hereby severally constitute Kelvyn H. Cullimore, Jr. and
Larry K. Beardall, and each of them singly, our true and lawful attorneys,
with full power to them and each of them to sign for us, and in our names
in the capacities indicated below, any and all registration statements and
amendments to registration statements filed with the Securities and
Exchange Commission for the purpose of registering the common stock of
Dynatronics Corporation, hereby ratifying and confirming our signatures as
they may be signed by our said attorneys to any and all said registration
statements and amendments to registration statements.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
WITNESS our hands on the 11th day of December, 1998.
Signature Title
/s/ Kelvyn H. Cullimore Chairman of the Board
- ------------------------
Kelvyn H. Cullimore
/s/ Kelvyn H. Cullimore, Jr. President and Director
- ----------------------------- (Principal Executive
Kelvyn H. Cullimore, Jr. Officer)
/s/ Larry K. Beardall Director and
- ----------------------------- Executive Vice President
Larry K. Beardall
/s/ John L. Hales Chief Financial Officer
- ----------------------------- (Principal Financial
John L. Hales and Accounting Officer)
Director
- -----------------------------
E. Keith Hansen, M.D.
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/s/ V. LeRoy Hansen Director
- -----------------------------
V. LeRoy Hansen
/s/ Joseph H. Barton
- ----------------------------- Director
Joseph H. Barton
/s/ Howard L. Edwards
- ----------------------------- Director
Howard L. Edwards
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
4.1 Form of certificate for Dynatronics Laser Incorporated by
Corporation common stock, no par value reference
4.2 Articles of Incorporation dated April 29, Incorporated by
1982, as amended reference
4.3 Articles of Amendment dated November 21, Incorporated by
1988. reference
4.4 Bylaws, as amended Incorporated by
reference
4.5 Dynatronics Corporation Amended and Previously
Restated 1992 Stock Option Plan effective filed
November 28, 1995
5.1 Opinion of Counsel (including consent). Filed herewith
23.1 Consent of KPMG Peat Marwick LLP, Filed herewith
independent certified public accountants.
23.2 Consent of Counsel See Exhibit 5
24 Power of Attorney See signature page
Exhibit 5.1
Opinion of Counsel
Dynatronics Corporation
7030 Park Centre Drive
Salt Lake City, Utah 84121
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, for the registration of 1,500,000 additional
shares of common stock, no par value (the "Shares") of Dynatronics
Corporation, a Utah corporation (the "Company"). The Shares are to be
sold from time to time pursuant to the Company's 1992 Stock Option and
Incentive Plan, as amended and restated (the "Plan").
We have acted as counsel for the Company in connection with the
registration of the Shares and the amendment of the Plan. In that
connection, we are familiar with the proceedings taken by the Company in
connection with the authorization, reservation and registration of the
Shares. We have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary for the
purpose of furnishing this opinion.
Based on the foregoing, it is our opinion that the Shares (in
addition to the other shares of common stock covered by the Registration
Statement) have been duly authorized and that, when issued and sold by the
Company pursuant to and in accordance with the Plan, they will be validly
issued, fully-paid and non-assessable.
We consent to the inclusion of our opinion as an Exhibit to and as
part of the Registration Statement. It is our understanding that this
opinion is to be used only in connection with the transaction described
herein while the Registration Statement is in effect.
Cordially,
DURHAM, EVANS, JONES & PINEGAR, P.C.
/s/ Durham, Evans, Jones & Pinegar, P.C.
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in the Registration
Statement (No. 33-53524) on Form S-8 of Dynatronics Corporation's
amended and restated 1992 Stock Option Plan of our report dated August
14, 1998, with respect to the balance sheet of Dynatronics Corporation
as of June 30, 1998, and the related statements of income, stockholders'
equity, and cash flows for each of the years in the two-year period
ended June 30, 1998, which report appears in the June 30, 1998 annual
report on Form 10-K of Dynatronics Corporation.
/s/ KPMG Peat Marwick LLP
Salt Lake City, Utah
December 8, 1998
