<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIRACOR DIAGNOSTICS, INC.
(exact name of registrant specified in its charter)
Utah 58-1475517
- ------------------------ ------------------------------------
(State of incorporation) (IRS Employer Identification Number)
9191 Towne Centre Drive - Suite 420 - San Diego, California - 92122
-------------------------------------------------------------------
(Address of principal executive offices)
1999 STOCK COMPENSATION PLAN II
(Full title of the plan)
M. Lee Hulsebus, Chief Executive Officer
Miracor Diagnostics, Inc.
9191 Towne Centre Drive - Suite 420
San Diego, California 92122
(Name and address of agent for service)
(858) 455-7127
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON SHARES 500,000 $0.50 $250,000 $100
$0.15 par value (minimum fee)
TOTAL $100.00
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
1
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the 1999
Stock Compensation Plan II (the "Plan") of Miracor Diagnostics, Inc., a Utah
corporation (the "Registrant" or the "Company"), dated October 1, 1999 required
by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of
Form S-8 will be sent or given to participants as specified in Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. The Company will maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31 and June 30, 1999; and
c. The Company's Current Reports on Form 8-K's subsequent to
December 31, 1998 and up to and including the date of filing of
this Registration statement.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
The authorized stock of the Company consists of 100,000,000 authorized
shares of Common Stock, par value $.15 per share, 7,030,916 shares of which were
outstanding as of September 30, 1999; and 10,000,000 authorized shares of
Preferred Stock par value $.01 per share, of which no shares of Preferred Stock
were outstanding as of December 31, 1998.
Common Stock
Each share of Common Stock is entitled to one vote, either in person or
by proxy, on all matters that may be voted upon by the owners thereof at a
meeting of the shareholders, including the election of directors. The holders of
Common Stock (i) have equal, ratable rights to dividends from funds legally
available therefore, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive or redemption provisions applicable thereto; and (iv) are entitled to
one noncumulative vote per share on all matters on which shareholders may vote
at all meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and nonassessable, with no
personal liability attaching to the ownership thereof.
3
<PAGE>
Preferred Stock
As of the date hereof, there are no shares of preferred stock issued
and outstanding. The Company's Articles of Incorporation authorizes the issuance
of "blank check" preferred stock in one or more classes or series with such
designations, rights, preferences and restrictions as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors may,
without prior shareholder approval, issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
relative voting power or other rights of the holders of the Preferred Stock or
the Common Stock. Preferred stock could be used, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control of the
Company. Although the Company has no present intention of issuing any shares of
preferred stock, there can be no assurance that it will not do so in the future.
If the Company issues preferred stock, such issuance may have a dilutive effect
upon the common shareholders, and the purchasers of the securities offered
hereby.
Transfer Agent, Registrar and Warrant Agent
The Company has appointed Corporate Stock Transfer, Inc., 3200 Cherry
Creek Drive, Suite 430, Denver, Colorado 80209 as transfer agent and registrar
for the Common Stock.
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
None.
ITEM 6. Indemnification of Directors and Officers.
------------------------------------------
Registrant's Articles of Incorporation and Bylaws and the Utah General
Corporation Law provide for indemnification of directors and officers against
certain liabilities. In general, officers and directors of Registrant are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not applicable.
ITEM 8. Exhibits.
---------
Exhibit
Number Description
4.1 1999 Stock Compensation Plan II, dated October 1, 1999.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of Parks, Tschopp, Whitcomb & Orr, P.A., Independent Certified
Public Accountants.
24.2 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
4
<PAGE>
ITEM 9. Undertakings
------------
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) 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;
(b) 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
bonafide offering thereof.
(c) 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.
2. The 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Diego, State of California, on this 29th day of
October, 1999.
MIRACOR DIAGNOSTICS, INC.
By: /s/ M. Lee Hulsebus
-----------------------
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/M. Lee Hulsebus Chief Executive Officer, October 29, 1999
President and Chairman
/s/Don L. Arnwine Director October 29, 1999
/s/Arthur E. Bradley Director October 29, 1999
/s/Thomas E. Glasgow Director October 29, 1999
/s/ Robert S. Muehlberg Director October 29, 1999
6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIRACOR DIAGNOSTICS, INC.
--------------------------------------------------
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit
Number Description
4.1 1999 Stock Compensation Plan II, dated October 1, 1999.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of Parks, Tschopp, Whitcomb & Orr, PA., Independent Certified
Public Accountants.
24.2 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
7
Exhibit 4.1
1999 STOCK COMPENSATION PLAN II
THIS STOCK COMPENSATION PLAN II adopted this 1st day of October, 1999,
by MIRACOR DIAGNOSTICS, INC., a Utah corporation with its principal place of
business being located at 9191 Towne Centre Drive - Suite 420, San Diego,
California 92122.
WITNESSETH:
WHEREAS, the Board of Directors of Miracor Diagnostics, Inc., (the
"Company") has determined that it would be to its advantage, and in its best
interests, to grant certain consultants and advisors, as well as certain
employees the opportunity to purchase stock in the Company as a result of
compensation for their service; and
WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain advantageous benefits by issuing stock to such designated
individuals from time to time.
NOW THEREFORE, the Board adopts this as the 1999 Stock Compensation
Plan II (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
--------------------------------------
The effective date of the Plan is October 1, 1999, which is the day the
Plan was adopted by the Board. The Plan will terminate on the earlier of the
date of the grant of the final option for last common stock allocated under the
Plan or five years from the date thereof, whichever is earlier.
2.00 ADMINISTRATION OF PLAN
----------------------
The Plan shall be administered by the Board, which may adopt such rules
and regulations for its administration as it may deem necessary or appropriate,
or may be administered by a Compensation Committee to be appointed by the Board,
to have such composition and duties as the Board may from time to time
determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
--------------------------------------
3.01 Subject to the provisions of the Plan, the Board, or its designee,
shall determine and designate, from time to time those consultants, advisors,
and employees of the Company, or consultants, advisors, and employees of a
parent or subsidiary corporation of the Company, to whom shares are to be issued
hereunder and the number of shares to be issued from time to time to any
individual or entity. In determining the eligibility of an individual or entity
to receive shares, as well as in determining the number of shares to be issued
to any individual or entity, the Board, or its designee, shall consider the
nature and value to the Company for the services which have been rendered to the
Company and such other factors as the Board, or its designee, may deem relevant.
3.02 To be eligible to be selected to receive stock, an individual must
be a consultant, advisor or an employee of the Company or a consultant, advisor,
or an employee of a parent or subsidiary Corporation of the Company. The
issuance of stock shall be confirmed by the action of the Board or its designee.
Shares shall be issued directly to such entities.
3.03 Stock may be issued to any individual or entity eligible
hereunder, regardless of his previous stockholdings.
3.04 The issue price of the stock for which any person may be issued
under this Plan (and all other plans of the Company) may be increased or reduced
by the Board, or its designee, from time to time.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
------------------------------------
4.01. The Board, shall reserve for the purposes of the Plan a total of
Five Hundred Thousand (500,000) of the authorized but unissued shares of common
shares of the Company.
8
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5.00 PRICE OF COMMON SHARES
----------------------
5.01. The initial and standard price per share of common stock to be
issued directly shall be $.50 per share but may be changed in each case by the
Board, or its designee, from time to time. If the share price is changed, the
Board, or its designee, shall determine the share price no later than the date
of the issuance of the shares and at such other times as the Board, or its
designee, deems necessary. The Board shall have absolute final discretion to
determine the price of the common stock under the Plan. In the absence of such
specific determination, the share price will be $.50 per share.
6.00 RESTRICTIONS ON TRANSFER
------------------------
6.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal representative in
the event of the person's death, and except as provided in Section 6.02, the
right to receive stock granted hereunder is exercisable only by the person
during his life.
6.02 If an person dies holding the right to receive stock to be issued
pursuant to this Plan, his personal representative shall have the right to
exercise such right for only within one year after the date of the death of the
person.
7.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
-----------------------------------------
If and to the extent that the number of issued shares of common stock
of the Company shall be increased or reduced by change in par value, split-up
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares subject to direct issuance and the price thereof per share
shall be proportionately adjusted. If the Company is reorganized or consolidated
or merged with another corporation, the person shall be entitled to receive
direct issuance covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and subject to the same
conditions.
8.00 DISSOLUTION OR LIQUIDATION
--------------------------
Upon the dissolution or liquidation of the Company, the rights granted
hereunder shall terminate and become null and void, but the person shall have
the right immediately prior to such dissolution or liquidation to exercise any
right granted and exercisable hereunder to the full extent not before exercised.
9.00 BINDING EFFECT
--------------
This Plan shall inure to the benefit of and be binding upon the Company
and its employees, and their respective heirs, executors, administrators,
successors and assigns.
10.00 ADOPTION OF PLAN
----------------
This Plan has been duly adopted by the Board of Directors of the
Company on October 1, 1999.
11.00 NOTICES
-------
Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page hereof.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested by
its Secretary effective the day and year first above written.
MIRACOR DIAGNOSTICS, INC.
By ________________________________
President
ATTEST:
- -----------------------------
Secretary
(SEAL)
9
Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL
DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counselors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, CO 80111
October 28, 1999
Board of Directors
Miracor Diagnostics, Inc.
9191 Towne Centre Drive, Suite 420
San Diego, CA 92122
Gentlemen:
We have acted as counsel to MIRACOR DIAGNOSTICS, INC. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") covering registration under the Securities
Act of 1933, as amended, of the 500,000 shares of the Company's common stock,
$0.15 par value per share (the "Shares"), pursuant to the 1999 Stock
Compensation Plan II of October 1, 1999, (the "Plan"). As such, we have examined
the Registration Statement and such other documents of the Company as we deemed
appropriate under the circumstances.
Based upon the foregoing, and assuming that the Shares will be issued as set
forth in the Plan and Registration Statement, at a time when effective, and that
there will be full compliance with all applicable securities laws involved under
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated pursuant to said Acts, and in
those states in which the Shares may be sold, we are of the opinion that, upon
issuance of the Shares according to the Registration Statement and receipt of
the consideration to be paid for the Shares, the Shares will be validly issued,
fully paid and nonassessable shares of Common Stock of the Company. This opinion
does not cover any matters related to any re-offer or re-sale of the Shares by
the Plan Beneficiary, once issued pursuant to the Plan as described in the
Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent. This opinion is based on
our knowledge of the law and facts as of the date hereof. We assume no duty to
communicate with the Company in respect to any matter which comes to our
attention hereafter.
Very truly yours,
DAVID WAGNER & ASSOCIATES, P.C.
Consent:
We consent to the use of our opinion dated October 28, 1999 as an exhibit to the
Registration Statement of Miracor Diagnostics, Inc. and to the reference to our
firm in the Registration Statement.
DAVID WAGNER & ASSOCIATES, P.C.
10
Exhibit 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Miracor Diagnostics, Inc.
San Diego, California
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Miracor Diagnostics, Inc. of our report dated April 7, 1999,
relating to the consolidated balance sheet of Miracor Diagnostics, Inc. and
subsidiaries as of December 31, 1998, and the related statements of operations,
stockholders' equity, and cash flows for the year ended December 31, 1998, which
report appears in the December 31,1998 annual report on Form 10-KSB of Miracor
Diagnostics, Inc. Our report contains an explanatory paragraph regarding the
Company's ability to continue as a going concern.
Parks, Tschopp, Whitcomb & Orr, P.A.
Maitland, Florida
October 28, 1999
11
