Registration No. 333-______
As filed with the Securities and Exchange Commission on May 21, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED NMR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2457487
(State or other jurisdiction (I.R.S. Employer
of incorporation or organizatio Identification Number)
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46 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
(508) 657-8876
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JACK NELSON, CHAIRMAN
ADVANCED NMR SYSTEMS, INC.
46 JONSPIN ROAD
WILMINGTON, MASSACHUSETTS 01887
(508) 657-8876
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copy to:
BRUCE A. RICH, ESQ.
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 603-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement
as determined by market conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same. [X]
Registration Statement No. 33-62657
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title Proposed
of Each Maximum Proposed
Class of Offering Maximum Amount
Securities Amount Price Aggregate of
to be to be Per Offering Registration
Registered Registered Share(*) Price(*) Fee(**)
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Common
Stock,
$.01 par
value per
share(*) 424,294 shs(*) $ 3.75 $1,591,102.50 $548.66
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* Issuable upon exercise of Warrants. Includes, pursuant to Rule
416, an additional undeterminable amount of shares of Common
Stock by virtue of the anti-dilution provisions of the Warrants.
** Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(g).
<PAGE>
This Registration Statement on Form S-3 is filed pursuant to General
Instruction IV. of Form S-3 and Rule 462(b) of the Securities Act of 1933,
as amended.
INCORPORATION OF REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 33-62657)
BY REFERENCE
The Registration Statement of Advanced NMR Systems, Inc. ("Advanced
NMR") on Form S-3 (File No. 33-62657), as filed with the Securities and
Exchange Commission on September 14, 1995, to register 2,331,722 shares
of the Common Stock, $.01 par value, underlying certain of Advanced NMR's
Common Stock Purchase Warrants and each document incorporated or deemed
to be incorporated by reference therein is hereby incorporated by
reference into this Registration Statement.
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<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-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilmington, State of
Massachusetts, on the 20th day of May, 1996.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Jack Nelson
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Jack Nelson, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Advanced NMR Systems,
Inc., hereby severally constitute Jack Nelson and Charles Moche and each
of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement filed herewith and any and all
amendments to said Registration Statement, and generally to do all such
things in our name and behalf in our capacities as officers and directors
to enable Advanced NMR Systems, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jack Nelson
--------------------- Chairman of the Board May 20, 1996
Jack Nelson (Principal Executive
Officer)
--------------------- Vice Chairman of the May __, 1996
Robert S. Spira Board
/s/ Charles Moche
--------------------- Chief Financial May 20, 1996
Charles Moche Accounting
Officer (Principal
Financial
and Accounting Officer)
--------------------- Director May __, 1996
George Aaron
/s/ David Gaynor
--------------------- Director May 20, 1996
David Gaynor
/s/ Enrique Levy
--------------------- Director May 20, 1996
Enrique Levy
/s/ George A. Silver
--------------------- Director May 20, 1996
George A. Silver
/s/ Sol Triebwasser
--------------------- Director May 20, 1996
Sol Triebwasser
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Reid & Priest LLP as to the legality of the
Advanced NMR Common Stock being registered hereunder.
23.1 Consent of Richard A. Eisner & Company, LLP, independent
public accountants for Advanced NMR.
23.2 Consent of Arthur Andersen LLP, independent public
accountants for MDI.
23.3 Consent of Reid & Priest, LLP (included in Exhibit 5).
24 Power(s) of Attorney (included on signature page of this
Registration Statement on Form S-4.)
Exhibit 5
REID & PRIEST LLP
40 West 57th Street
New York, NY 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
(212) 603-6780
New York, New York
May 20, 1996
Advanced NMR Systems, Inc.
46 Jonspin Road
Wilmington, MA 01887
Gentlemen:
We have acted as counsel to Advanced NMR Systems, Inc.,
a Delaware corporation ("Advanced NMR"), in connection with the
preparation of a Registration Statement on Form S-3 (the
"Registration Statement") in accordance with General Instruction
IV. of Form S-3 and pursuant to Rule 462(b) under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the
registration of 424,294 shares (the "Shares") of Advanced NMR
Common Stock, $.01 par value ("Common Stock"). The Shares are
issuable upon the exercise of 424,294 Advanced NMR Common Stock
Purchase Warrants (the "Warrants") and are being registered
pursuant to the Registration Statement in addition to other
shares of Common Stock that were registered pursuant to a
registration statement of Advanced NMR on Form S-3 (File No. 33-
62657), filed with the Securities and Exchange Commission (the
"SEC") on September 14, 1995, that are also issuable upon the
exercise of Advanced NMR Common Stock Purchase Warrants.
The Warrants are issuable upon the exercise of certain
options (the "Options") granted pursuant to the Option Agreements
(as defined below).
Pursuant to an Agreement and Plan of Merger, dated as
of May 2, 1995, among Advanced NMR, Medical Diagnostics Inc.
("MDI") and ANMR Acquisition Corp., Advanced NMR agreed that upon
the merger (the "Merger") with MDI, which was consummated on
August 31, 1995 (the "Effective Date"), Advanced NMR would assume
stock options previously granted by MDI that remained outstanding
on the Effective Date (the "MDI Options"). Advanced NMR entered
into option agreements, dated as of the Effective Date (the
"Option Agreements"), with those persons who held MDI Options as
of such date (the "Optionees").
The Option Agreements entitle each Optionee to acquire
securities of Advanced NMR equivalent to what he would have
received had he exercised his MDI Options prior to the effective
time of the Merger and exchanged the underlying MDI securities
for Advanced NMR's securities in the Merger. Accordingly, the
Options granted pursuant to the Option Agreements are exercisable
for shares of Common Stock and for the Warrants.
For purposes of this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Option
Agreements; (iii) the Certificate of Incorporation and By-Laws of
Advanced NMR, as in effect on the date hereof; (iv) resolutions
adopted by the Board of Directors of Advanced NMR relating to the
approval of the Option Agreements; and (v) such other documents,
certificates or other records as we have deemed necessary or
appropriate.
Based upon the foregoing, and subject to the
qualifications hereinafter expressed, we are of the opinion that:
(1) Advanced NMR is a corporation duly organized,
validly existing and in good standing under the
laws of the State of Delaware.
(2) The Board of Directors of Advanced NMR has taken
such action as may be necessary to authorize the
Option Agreements, the issuance of the Warrants in
accordance with the terms of the Option Agreements
and the issuance of the Shares in accordance with
the terms of the Warrants.
(3) The Shares will be duly authorized and validly
issued, and fully paid and non-assessable upon
their issuance if (i) the Options granted to the
Optionees shall have been properly exercised and
the exercise price shall have been paid in
accordance with the terms of the respective Option
Agreements and (ii) the Warrants underlying the
Options shall have been properly exercised and the
exercise price shall have been paid in accordance
with the terms of the Warrants.
We are members of the Bar of the State of New York and
do not hold ourselves out as experts concerning, or qualified to
render opinions with respect to any laws other than the laws of
the State of New York, the Federal laws of the United States and
the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do
not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act, or the
rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports (and all references to our firm) included in
or made part of this registration statement.
/s/ Richard A. Eisner & Company, LLP
Cambridge, Massachusetts
May 20, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports (and all references to our firm) included in
or made part of this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
May 20, 1996
