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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 400 - San Diego, California - 92122
-------------------------------------------------------------------
(Address of principal executive offices)
2000 STOCK COMPENSATION PLAN II
(Full title of the plan)
and
MIRACOR DIAGNOSTICS, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
M. Lee Hulsebus, Chief Executive Officer
Miracor Diagnostics, Inc.
9191 Towne Centre Drive - Suite 400
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>
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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 2,500,000 $0.25 $625,000 $175
$0.15 par value (minimum fee)
OPTIONS TO PURCHASE
COMMON SHARES 1,500,000 -0- -0- -0-
TOTAL $175
----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This registration statement relates to two separate prospecti.
Items 1 and 2 hereof, and the documents incorporated herein by reference
pursuant to Part II, item 3 hereof, constitutes the first prospectus relating to
offers by the Company to its employees and consultants of 2,500,000 shares (the
"Shares") of common stock, par value $.15 per share (the "Common Stock"), to be
issued pursuant the Company's 2000 Stock Compensation Plan II (the "Stock Plan")
and the 1997 Stock Option Plan (the "1997 Option Plan"). The second prospectus
relates to the re-offer or resale of any shares which are deemed to be "control
securities" or "restricted securities" under the Securities Act of 1933, as
amended. The Company's principal offices are located at 9191 Towne Centre Drive,
Suite 400, San Diego, California 92122, telephone 858/455-7127.
PROSPECTUS
----------
Item 1. 2000 Stock Compensation Plan II
2000 STOCK COMPENSATION PLAN II
The 2000 Stock Compensation Plan II was established by the Company
effective on August 25, 2000 to provide the Company flexibility and to conserve
the Company's cash resources in compensating certain of its technical,
administrative and professional employees and consultants. The issuance of
shares under the Stock Plan is restricted to persons and firms who are
closely-related to the Company and who provide services in connection with the
development, production of the Company's products or otherwise in connection
with its business. The Stock Plan authorizes the Company to issue up to
1,000,000 shares of the Company's Common Stock. Shares must be issued only for
bona fide services and may not be issued under the Stock Plan contingent on
services to be rendered in the future or for services in connection with the
offer and sale of securities in a capital-raising transaction. Shares are
awarded under the Stock Plan pursuant to individually negotiated compensation
contracts as determined and/or approved by the Stock Plan Committee (the
"Committee"). The Committee must be comprised of two or more of the Company's
Directors appointed thereto by the Company's Board of Directors. Committee
members need not be independent. Eligible participants include directors,
employees and non-employee consultants and advisors. The Company intends to
award up to 12,000 shares under the Stock Plan to each of its directors to
compensate them for their service on the Company's Board of Directors during
2000. Subject to the restriction that shares may not be awarded under the Stock
Plan to persons owning beneficially or of record ten percent (10%) or more of
the Company's then outstanding Common Stock or who would own such amount of
shares as a result of an award under the Stock Plan, there is no limit as to the
number of shares which may be awarded to a single participant. The Company
anticipates that a substantial portion of the shares to be issued under the
Stock Plan will be issued as compensation to technical consultants and advisors
to the Company who provide development and clinical services to the Company in
the development and testing of its various products. Shares may be awarded under
the Stock Plan until August, 2005. The Company anticipates all 1,000,000 shares
under the Stock Plan will be awarded during 2000 and 2001.
The Stock Plan does not require restrictions on the transferability of
shares issued thereunder. However, such shares may be restricted as a condition
to their issuance where the Board of Directors deems such restrictions
appropriate. The Stock Plan is not subject to the Employee Retirement Income
Securities Act of 1974 ("ERISA"). Shares awarded under the Stock Plan are
intended to be fully taxable to the recipient as earned income.
2
<PAGE>
Item 1. The 1997 Stock Option Plan
THE 1997 STOCK OPTION PLAN
The 1997 Stock Option Plan was adopted January 24, 1997 by the Board of
Directors and approved the Shareholders on June 19, 1997. There are one million
five hundred thousand (1,500,000) shares subject to the 1997 Option Plan. The
purpose of the 1997 Option Plan is to provide a means by which selected
Employees of and Consultants to the Company, and its Affiliates, may be given an
opportunity to purchase stock of the Company. The Company, by means of the 1997
Option Plan, seeks to retain the services of persons who are now Employees of or
Consultants to the Company or its Affiliates, to secure and retain the services
of new Employees and Consultants, and to provide incentives for such persons to
exert maximum efforts for the success of the Company and its Affiliates. The
Company intends that the Options issued under the 1997 Option Plan shall, in the
discretion of the Board or any Committee to which responsibility for
administration of the 1997 Option Plan has been delegated pursuant to subsection
3(c), be either Incentive Stock Options or Nonstatutory Stock Options. All
Options shall be separately designated Incentive Stock Options or Nonstatutory
Stock Options at the time of grant, and in such form as issued pursuant to
Section 6, and a separate certificate or certificates will be issued for shares
purchased on exercise of each type of Option.
Item 2. Registrant Information and Employee Plan Annual Information
The Registrant shall provide without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. Such documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant shall also provide without charge, upon
written or oral request, all other documents required to be delivered to
employees pursuant to Rule 428(b). Any and all such requests shall be directed
to the Registrant at its office at 9191 Towne Centre Drive, Suite 400, San
Diego, California, 92122.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the shares of the common stock issuable under the terms of the
Plan shall, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the date hereof.
The Company's principal offices are located at 9191 Towne Centre Drive,
Suite 400, San Diego, California 92122, telephone 858/455-7127.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is August 28, 2000.
3
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MIRACOR DIAGNOSTICS, INC.
2,500,000 Shares of Common Stock
TABLE OF CONTENTS
AVAILABLE INFORMATION...............................................5
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE...............................................5
PROSPECTUS SUMMARY..................................................6
RISK FACTORS........................................................6
THE COMPANY........................................................10
PLAN OF DISTRIBUTION...............................................16
DESCRIPTION OF CAPITAL STOCK.......................................17
---------------------------
PROSPECTUS
---------------------------
August 28, 2000
4
<PAGE>
PROSPECTUS
----------
MIRACOR DIAGNOSTICS, INC.
2,500,000 shares of Common Stock,
$.15 par value per share
This Prospectus relates to up to 2,500,000 shares of common stock, $.15 par
value (the "Common Stock"), of Miracor Diagnostics, Inc., a Utah corporation
(the "Company"), to be issued to various individuals and affiliates of the
Company pursuant to the Company's 2000 Stock Compensation Plan II and the 1997
Stock Option Plan, which are deemed control securities and may be re-offered and
resold from time to time by such affiliates. All of the shares of Common Stock
registered hereunder, are sometimes hereinafter referred to as the "Securities."
The holders of the shares of Common Stock are sometimes hereinafter collectively
referred to as the "Selling Stockholders." All costs in connection with the
registration of the Securities are being borne by the Company. The Company will
not receive any of the proceeds from the sale of the Securities pursuant to this
Prospectus.
The Common Stock is quoted on the Over-the Counter Bulletin Board of the
NASDAQ Market under the symbol "MRDG." The last reported closing bid and asked
prices of the Common Stock on August 25, 2000 were $.26 and $.31 per share.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY
BY THOSE PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE COMPANY HAS
INCURRED SUBSTANTIAL OPERATING LOSSES. SEE "RISK FACTORS"
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any Sate in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The Selling Stockholders directly or through agents, dealers or
underwriters to be designated from time to time may sell the Securities on terms
to be determined at the time of sale. To the extent required, the number of
Securities to be sold, the respective purchase price and public offering price,
the name of any agent, dealer or underwriter and any applicable commissions or
discounts with respect to a particular offer will be set forth in and
accompanied by a Prospectus Supplement. See "Plan of Distribution."
The Selling Stockholders and any agents, dealers or underwriters that
participate with the Selling Stockholders in the distribution of their shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions received by them
and any profits on the resale of the Selling Stockholders' shares, may be deemed
to be underwriting commissions or discounts under the Securities Act. Under
applicable rules and regulations promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), any person engaged in a distribution
of securities may not simultaneously bid for or purchase securities of the same
class for a period of two (2) business days prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Stockholders will be subject to the applicable provisions of the Exchange Act
and the rules and regulations thereunder, including, without limitation, Rules
10b-2, 10b-5, 10b-6 and 10b-7, in connection with transactions in the Securities
during the effectiveness of the Registration Statement of which this Prospectus
forms a part. All of the foregoing may affect the marketability of the
Securities.
The date of this Prospectus is August 28, 2000.
5
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company in accordance with the Exchange Act
can be inspected and copies made at the public reference facilities maintained
by the Commission at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549; Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, IL 60661 and 7 World Trade Center, New York, NY 10048. Copies
of such material can be obtained at prescribed rates from the public reference
section of the Commission at 450 Fifth Street, N.W., Washington, DC 20549. The
Commission maintains a web-site that contains reports, proxy and information
statements and other information regarding the Company that are on file with the
Commission. The address of the Commission's web-site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-8 (including all amendments thereto, the "Registration Statement"), with
respect to the Common Stock offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information about the Company and the Securities
offered hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at Room 1204, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549, and copies of which may be obtained from the
Commission upon payment of the prescribed fees. No person has been authorized by
the Company to give any information or to make any representation other than as
contained in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any distribution of the shares of
the Common Stock issuable under the terms of this Prospectus, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents
heretofore filed with the Commission: the Annual Report of the Company on Form
10-KSB for the fiscal years ended December 31, 1999 and 1998 and the reports for
fiscal quarters ended March 31, 2000 and June 30, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated herein by reference)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.
The Company will provide, without charge to each person to whom a
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into the information that is incorporated into the Prospectus. Such
written requests should be directed to the Secretary of the Company at 9191
Towne Centre Drive, Suite 400 San Diego, California 92122, telephone (858)
455-7127.
6
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
descriptions and financial information and statements appearing elsewhere in
this Prospectus and the documents incorporated herein by reference.
The Company
-----------
The Company is in the business of acquiring, developing and managing
magnetic resonant imaging centers throughout the United States. See "The
Company" and "Risk Factors" below.
The Company's principal offices are located at 9191 Towne Centre Drive,
Suite 400, San Diego, California 92122, telephone (858) 455-7127.
The Offering
------------
Up to 1,000,000 shares of Common Stock are being offered pursuant to this
Prospectus which may be offered from time to time by the Selling Stockholders
for their own account.
Plan of Distribution
--------------------
The Selling Stockholders, directly or through agents or underwriters, may
offer and sell from time to time all or any part of the Securities held by them
in amounts and on terms to be determined or at quoted prices then prevailing on
the Nasdaq Over-the-Counter Market. See "Plan of Distribution."
RISK FACTORS
Investment in the Company's securities involves a high degree of risk.
Investors should carefully consider the following factors, among others,
relating to the Company.
History of Operating Losses; Accumulated Deficit; Uncertainty of Future
Profitability; Going Concern Issue
With the exception of a modest profit for the fiscal quarter ended June 30,
2000, the Company has historically operated at a loss and incurred a loss for
the fiscal year ended December 31, 1999. At December 31, 1999, the Company had
an accumulated deficit of approximately $25,000,000, which includes losses from
the Company's prior operations in the oil and gas business. The Company expects
losses to continue until such time, if ever, as the Company's magnetic resonant
imaging centers can successfully generate sufficient operating revenues. There
can also be no assurance that the Company will be successful in its operations.
The Company's ability to achieve profitability depends upon its ability to
successfully market its magnetic resonant imaging business, of which there can
be no assurance. In addition, the Company will seek to continue to acquire
additional magnetic resonant imaging operations, but there can be no assurances
that the Company will be able to identify any additional operations that it
deems suitable for acquisition, or that if it does identify such operations,
that any of them will be successfully acquired, developed and commercialized.
Further, the Company's independent certified public accountants' report on the
Company's financial statements for the year ended December 31, 1999 includes an
explanatory paragraph that the Company's recurring losses from operations raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Need for Additional Capital; Possible Issuance of Securities and Corresponding
Possible Future, Substantial Dilution
The Company's cash requirements continue to be significant. In order for
the Company to satisfy its capital needs for the next 12 months, the Company
needs to increase revenues from its magnetic resonant imaging operations and to
raise additional capital. There can be no assurance that additional capital can
be obtained on terms acceptable to the Company, or at all. Failure by the
Company to realize significant revenues and achieve profitability from the
magnetic resonant imaging operations or obtain additional capital, would have a
material adverse effect on the Company. Further, in the event that the Company
obtains any additional financing, such financing will most likely have a
dilutive effect on the holders of the Company securities, which dilution could
be substantial.
7
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Uncertainty of Corporate Development; Corporate Inexperience
Development of the Company's magnetic resonant imaging operations will be
subject to all of the risks associated with new operational development,
including unanticipated delays, expenses, technical problems, or other
difficulties that could result in continuing losses. Given the uncertainties
inherent in the development of new operations, and the Company's inexperience in
the business of magnetic resonant imaging, there can be no assurances that the
Company will be successful in developing its operations. Investors should be
aware of the potential problems, delays and difficulties often encountered by
any company in this phase of its development. As a consequence, problems may
arise that may be beyond the experience or control of management and
accordingly, the Company's prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by such companies in the
establishment of a new business in a highly competitive industry. Accordingly,
there can be no assurance that the Company's development and commercialization
activities of its magnetic resonant imaging operations will be successful, or
that the Company will ever achieve significant levels of revenue or profits, if
any.
No Assurance of Identification or Acquisition of Additional Operations
From time to time, if the Company's resources allow, the Company intends to
explore the acquisition of additional magnetic resonant imaging operations.
There can be no assurance, however, that the Company will be able to identify
any additional magnetic resonant imaging operations and, even if suitable
operations are identified, there can be no assurance that the Company will have
sufficient funds to acquire any such operations or that any such operations will
ultimately be viable.
Government Regulations
The Company's operations are subject to extensive government regulations in
the United States and in other countries. In order to operate its magnetic
resonant imaging devices, the Company must satisfy numerous mandatory
procedures, regulations, and safety standards established by the federal, state
and foreign regulatory agencies. There can be no assurance that the Company can
successfully comply with all government regulations.
Competition
The diagnostic imaging industry is intensely competitive, particularly in
terms of price, quality and marketing. Most of our competitors are better
established and have substantially greater financial, marketing and other
resources than us. Further, most of our competitors have been in existence for a
substantially longer period of time and may be better established in those
markets where we intend to sell our services. As a result of our relative lack
of experience, financial, marketing and other resources there can be no
assurance that we will be able to market our MRI services successfully, or
compete in the diagnostic imaging industry.
Health Care Reform and Related Measures; Uncertainty of Product Pricing and
Reimbursement
The levels of revenues and profitability of magnetic resonant imaging
operations may be affected by the continuing efforts of governmental and third
party payors to contain or reduce the costs of health care through various means
and the initiatives of third party payors with respect to the availability of
reimbursement. In the United States there have been, and the Company expects
that there will continue to be, a number of federal and state proposals to
implement similar governmental control. Although the Company cannot predict what
legislative reforms may be proposed or adopted or what actions federal, state or
private payors for health care products may take in response to any health care
reform proposals or legislation, the existence and pendency of such proposals
could have a material adverse effect on the Company.
8
<PAGE>
Whether a medical procedure is subject to reimbursement from third party
payors impacts upon the likelihood that a service will not be purchased. Third
party payors are increasingly challenging the prices charged for medical
procedures. There can be no assurance that any of the Company's magnetic
resonant imaging services will continue to be reimbursable. To the extent any or
all of the Company's medical procedures are not reimbursable by third party
payors the Company's ability to sell its services on a competitive basis will be
adversely affected, which could have a material adverse effect on the Company.
Dependence On Key Personnel
The Company's success will depend to a large extent upon its ability to
retain Mr. M. Lee Hulsebus, its Chief Executive Officer and Chairman of the
Board. The loss or unavailability of the services of Mr. Hulsebus would have a
material adverse effect on the business and operations of the Company.
No Dividends With Respect to Common Stock
The Company has not paid any cash dividends with respect to its Common
Stock, and it is unlikely that the Company will pay any dividends on its Common
Stock in the foreseeable future. Earnings, if any, that the Company may realize
will be retained in the business for further development and expansion.
Anti-Takeover Provisions; Poison Pill Issuance of Preferred Stock; Utah
Anti-Takeover Provisions
The Company's Articles of Incorporation and By-Laws contain provisions that
may make the acquisition of control of the Company by means of tender offer,
over-the-counter market purchases, a proxy fight or otherwise, more difficult.
This could prevent security holders from realizing a premium on their securities
of the Company. The Company also has a staggered Board of Directors, which is a
further impediment to a change in control.
The Company has adopted a so-called "poison pill." Specifically, the poison
pill significantly increases the cost to an unwanted party to acquire control of
the Company upon the acquisition by such unwanted suitor of 15% of the
outstanding voting power of the Company.
In addition, the Board of Directors may issue one or more series of
preferred stock without any action on the part of the shareholders of the
Company, the existence and/or terms of which may adversely affect the rights of
holders of the Common Stock. In addition, the issuance of any such additional
preferred stock may be used as an "anti-takeover" device without further action
on the part of the shareholders. Issuance of preferred stock, which may be
accomplished through a public offering or a private placement to parties
favorable to current management, may dilute the voting power of holders of
Common Stock and the Preferred Stock (such as by issuing preferred stock with
super voting rights) and may render more difficult the removal of current
management, even if such removal may be in the shareholders' best interests. The
Company is subject to the provisions of Sections 61-6-3 through 61-6-12 of the
Utah Control Shares Acquisition Act, an anti-takeover statute. Sections 61-6-3
through 61-6-12 effectively provide that in the event a person acquires
ownership or the power to effect, directly or indirectly, the exercise of 20% or
more of the voting power of a Utah corporation in connection with the election
of directors, then such person shall only be entitled to vote to the extent
expressly agreed to by the majority of the other shareholders of the
corporation. Accordingly, potential acquirors of the Company may be discouraged
from attempting to effect acquisitions of the Company's voting securities,
thereby possibly depriving holders of the Company's securities of certain
opportunities to sell or otherwise dispose of such securities at above-market
prices.
9
<PAGE>
Shares Eligible for Future Sale
There are presently 7,148,233 shares of Common Stock that were issued and
outstanding that are "restricted securities" as that term is defined by Rule 144
of the Securities Act, all of which are currently eligible for resale in
compliance with Rule 144 of the Securities Act. Of these shares, 9.78% are owned
by our current officers and directors.
Rule 144 provides that, in general, a person holding restricted securities
for a minimum period of one (1) year may, every three (3) months thereafter,
sell in brokerage transactions an amount of shares which does not exceed the
greater of one percent (1%) of the Company's then outstanding Common Stock or
the average weekly trading volume of the Common Stock during the four (4)
calendar weeks immediately prior to such sale. Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity limitations by a
person who is not an affiliate of the Company and was not an affiliate at any
time during the ninety (90) day period immediately prior to such sale, and who
has satisfied a two (2) year holding period. Sales of the Company's Common Stock
by shareholders under Rule 144 may have a depressive effect on the market price
of the Company's Common Stock.
Forward-Looking Statements and Associated Risk.
This prospectus includes "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995,
and we desire to take advantage of the "safe harbor" provisions in those laws.
Therefore, we are including this statement for the express purpose of availing
ourselves of the protections of these safe harbor provisions with respect to all
of the forward-looking statements we make. The forward-looking statements in
this prospectus reflect our current views with respect to possible future events
and financial performance. These forward-looking statements are subject to
certain risks and uncertainties, including specifically the absence of
significant revenues, financial resources, a history of losses, significant
competition, trading risks of low-priced stocks and those other risks and
uncertainties discussed herein that could cause our actual results to differ
materially from our historical results or those we anticipate. In this
prospectus, the words "anticipates," "believes," "expects," "intends," "future"
and similar expressions identify certain forward-looking statements. You are
cautioned to consider the specific risk factors described in "Risk Factors" and
elsewhere in this prospectus and not to place undue reliance on the
forward-looking statements contained in this prospectus, which speak only as of
the date of this prospectus. We undertake no obligation to publicly revise these
forward-looking statements to reflect the effect of events or circumstances that
may arise after the date of this prospectus. All written and oral
forward-looking statements made subsequent to the date of this prospectus and
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by this section.
10
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THE COMPANY
Miracor Diagnostics, Inc. (the "Company") was previously a development
stage medical device company. In the third quarter of 1998, the Company
redefined its business focus to medical diagnostic imaging services and emerged
as an operating company through the acquisition of medical resonance imaging
(MRI) centers in Orlando and Jacksonville, Florida, Toledo, Ohio, and the
general partnership interest of another center in Oak Brook, Illinois. In April
1999, the Company acquired the remaining 50% limited partnership interest in the
Oak Brook center. Subsequently, the Company's activities focused on improvement
of its capital structure and operations of the acquired MRI centers.
Additionally, the Company identified suitable acquisition targets to position
the Company for growth.
On February 9, 2000, the Company closed the acquisition of 80% of three
centers located in Palm Harbor, St. Petersburg and Tampa, Florida. These newly
acquired centers had approximately $2,500,000 in annual gross revenues in 1999.
In its approximate fifteen-year history, the use of MRI has become the
medical imaging modality of choice for a rapidly increasing list of applications
and continues to exhibit rapid growth. Unlike x-ray and computer aided
tomography (CT), MRI is not a radiation-based imaging technology and thus safer
to patients. Manufacturers of MRI equipment are continuing investment in new
technology and upgrades to further improve MRI capabilities.
The Company plans to seek, investigate and, if such investigation warrants,
to acquire controlling interest in business opportunities that are similar in
nature to our existing medical diagnostic imaging centers. The Company plans to
concentrate its search to opportunities that are located near its existing MRI
centers, but will not restrict its search in other geographical location. The
Company may seek a business opportunity in the form of firms which have recently
commenced operations or are mature businesses. Alternatively, should there be no
acceptable candidates in locations near certain of the Company's existing sites
which are enjoying substantial growth, the Company may choose to start-up an
alternate point of business which complements the existing site and allows
significant leveraging of management and marketing expertise.
In April 2000, the Company entered into an investment Agreement with Swartz
Private Equity LLC ("Swartz"). The investment agreement entitles the Company, at
the Company's option, to issue and sell its common stock for up to an aggregate
of $15 million from time-to-time during a three-year period through April 2003,
subject to certain conditions. To date, the Company put 11,595 shares of its
common stock to Swartz for an aggregate amount of $2,319 and issued warrants of
1,160 and 928 at an exercise price of $.264 for each.
In connection with this agreement, the Company originally issued 620,000
warrants and issued 2,088 warrants with respect to the put. The exercise price
of the warrants to date range from $.264 to $.4375 per share. None of the
warrants have been exercised to date.
11
<PAGE>
Acquisitions
------------
On July 14, 1998, the Company acquired either the stock or substantially
all of the assets and liabilities of Vision Diagnostics, Inc. and Affiliates.
Vision Diagnostics, Inc. and Affiliates was in the business of providing medical
diagnostic services. The affiliated group of companies includes Vision
Diagnostic, Inc., Regional MRI of Orlando, Inc., Regional MRI of Jacksonville,
Ltd. and Regional MRI of Toledo, Inc. In addition, Vision is the general partner
in West Regional MRI Limited Partnership located in Oak Brook, Illinois.
Vision Diagnostics, Inc. is the 50% general partner in West Regional MRI
Limited Partnership. On April 7, 1999, the Company acquired the remaining 50%
interest in West Regional MRI Limited Partnership at a purchase price of
$1,300,000 and recorded goodwill associated with this transaction of $762,265.
The consolidated financial statements reflect all of the assets, liabilities,
revenues and expenses of the partnership. Prior to this acquisition, the limited
partners' share of the partner's capital had been reflected as a minority
interest on the accompanying consolidated balance sheet at December 31, 1998.
The limited partners' share of the partnership's net income has been presented
as minority partners share of income consolidated partnership interest in the
accompanying consolidated statement of operations for the years ended December
31, 1999 and 1998.
On February 8, 2000, the Company acquired 80% ownership in Ultra MRI &
Diagnostics Services ("Ultra") with a combination of 20% in the form of a
convertible note and 80% in Restricted Rule 144 common stock. Ultra is a
multi-site diagnostic imaging business with offices in Palm Harbor, St.
Petersburg and Tampa, Florida. Ultra had approximately $2.5 million in revenue
in 1999. Total assets were approximately $1.8 million and total liabilities were
approximately $1.3 million as of December 31, 1999. The convertible notes are
payable to the principals in an aggregate amount of $125,000 on August 9, 2000,
$125,000 on November 9, 2000 and $130,601 due November 9, 2001.
The Company plans to seek, investigate and, if such investigation warrants,
to acquire controlling interest in business opportunities that are similar in
nature to our existing medical diagnostic imaging centers. The Company plans to
concentrate its search to opportunities that are located near its existing MRI
centers, but will not restrict its search in other geographical location. The
Company may seek a business opportunity in the form of firms which have recently
commenced operations or are mature businesses.
In seeking business opportunities, the Company will base its decision upon
the objectives of seeking long-term appreciation in its market value. The
analysis of new business opportunities will be pursued under guidelines and
objectives established by the Company's officers and directors, and will attempt
to analyze all relevant factors and make a determination based upon reasonable
investigative measures and available data. Management of the Company will
utilize the services of its present attorney and accountants in the
investigation of prospective acquisitions. The Company may also utilize the
services of hired consultants.
12
<PAGE>
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
The Directors and Executive Officers, on July 31, 2000, and their ages,
positions held with the Company, length of time in such positions, and term of
office are set forth below:
Name and Age Current Position Director Since Officer Since
------------ ---------------- -------------- -------------
M. Lee Hulsebus Chairman of the Board, 11/11/94 8/31/94
Age 61 Chief Executive Officer,
President
Ross S. Seibert Chief Financial Officer 2/21/00
Age 37
Richard E. Sloan Vice President of 3/15/96
Age 51 Operations and New
Business Development
Don L. Arnwine Director 3/6/95
Age 67
Arthur E. Bradley Director 9/26/86
Age 66
Thomas E. Glasgow Director 11/11/94
Age 46
Robert S. Muehlberg Director 3/11/99
Age 46
The principal occupations and positions for the past several years of each
of the executive officers and directors of the Company are as follows:
M. Lee Hulsebus has been in the health care field for 34 years. >From
January 1990 until he joined the Company in August 1994, he was the President
and owner of his own health care consulting firm. From 1990 to 1992, Mr.
Hulsebus also served as President and Chief Operating Officer of Sports Support,
Inc., a sports medicine company. From 1988 until 1990, he served as Medical
Group President (worldwide operations) for Teleflex, Inc. For 22 years prior to
that, Mr. Hulsebus was employed by Becton-Dickinson & Co. and C.R. Bard, Inc.,
both of which are leading companies in the health care industry. Mr. Hulsebus
has served in the capacity of President/Chief Executive Officer for the past 20
years for various companies.
Ross S. Seibert has been Chief Financial Officer since February 2000. Mr.
Seibert was with Deloitte & Touche from 1986 and served as Senior Manager. He
received a BS in accounting from Indiana University and a MBA in finance from
San Diego State University.
Richard E. Sloan has been Vice President of New Business Development since
March 1996 and Vice President of Operations since July 14, 1998. Mr. Sloan was
also a consultant to the Company from August 1995 to March 1996. From March 1995
to July 1995, Mr. Sloan served as Chief Executive Officer of WorldWide Products,
Inc., a private Los Angeles based development and marketing firm that
distributes pharmaceutical products to plastic surgeons and dermatologists.
Prior thereto, from March 1992 to March 1995 he served as corporate marketing
director and general manager for Industrial Products of UniFET Incorporated, a
private company based in San Diego, California involved in the development of
solid-state sensor-based medical products. From December 1989 through March
1992, Mr. Sloan managed his own mergers and acquisition business with First
Pacific Group, located in Carlsbad, California, which provided investment and
financial services to privately-held companies in southern California. Prior to
that Mr. Sloan had held various management positions with Baxter International,
Deerfield, IL and IVAC Corporation, San Diego, CA.
13
<PAGE>
Don L. Arnwine has been President of Arnwine Associates of Irving, Texas, a
company he founded to provide specialized advisory services to the health care
industry, since 1988. Mr. Arnwine served as Chairman and Chief Executive Officer
from 1985 until 1988 of Voluntary Hospitals of America (VHA), a company he
joined in 1982. Prior to joining VHA, Mr. Arnwine served as President and Chief
Executive Officer of Charleston Area Medical Center, a 1000-bed regional
facility care center in the State of West Virginia. Mr. Arnwine holds a BS
degree in Business Administration from Oklahoma Central State University and a
Masters degree in Hospital Management from Northwestern University. Arthur E.
Bradley, DDS has been a practicing dentist since 1961. Dr. Bradley has been
involved for his own account in real estate investments for twenty years and has
been active in oil and gas investments for fifteen years. Dr. Bradley graduated
from the University of Mississippi at Hattiesburg and obtained his degree in
Dentistry from Loyola University Dental School.
Thomas E. Glasgow has been President and co-owner of Integrated Trade
Systems ("ITS"), a Chicago, Illinois company from April 1992 to the present. Mr.
Glasgow and another individual purchased ITS from its parent company in 1992.
ITS is a logistics management company specializing in the development and
marketing of import and export document generation systems. From 1989 through
1991, Mr. Glasgow was a partner with Wharton Resource Group and a consultant
with ITS. Wharton Resource Group is a strategic management company specializing
in the development of early stage companies. Prior to these activities, he was a
director with Federal Express Corporation for 11 years in various senior
management capacities.
Robert S. Muehlberg has been President and Chief Executive Officer of
Envision Management, Inc. of Las Vegas, NV, a company that provides management
and consulting services to the health care industry since 1997. Mr. Muehlberg
served as Chairman and Chief Executive Officer from 1994 until 1997 of Medical
Imaging Centers of America, Inc. (MICA), a company he joined in 1985. Prior to
joining MICA, Mr. Muehlberg held various management positions at International
Imaging, Inc., Chicago, IL and American Medical International (AMI) Clearwater,
FL. Mr. Muehlberg holds a Bachelor's degree in Health Science from the
University of Missouri and a Masters degree in Business Administration from Nova
Southeastern University.
14
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the Summary Compensation Table for the Chief
Executive Officer and the next most highly compensated executive officer other
than the Chief Executive Officer who were serving as executive officers at the
end of the last completed fiscal year. No other compensation not covered in the
following table was paid or distributed by the Company to such persons during
the period covered. Employee Directors receive stock compensation for service on
the Board of Directors. Directors who are not employees receive a fee of 3,000
shares per quarter plus travel expenses for each Board Meeting.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------------- ----------------------------------------
Other
Annual LTIP All
Compen- Restricted Options Other
Salary sation Stock SARs Compen-
Name Position Year $(1) Bonus $ (2) Awards $(3) ation
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
M. Lee Hulsebus(1) President 1999 $162,000 -0- $23,177(2) $56,573 120,000 -0- -0-
1998 $112,154 -0- -0- -0- -0- -0-
1997 $162,000 $16,800 $15,411(4) -0- 5,714 $19,500 -0-
Richard T. Sloan Vice President 1999 $115,500 -0- $6,354(2) $9,885(2) 50,000 -0- -0-
1998 $78,696 -0- -0- $1,767 -0- -0- -0-
1997 $105,300 $5,400 $4,954 $9,629 2,143 $1,950 -0-
</TABLE>
(1) In August, 1994, we entered into an exclusive four-year term employment
agreement with Mr. M. Lee Hulsebus. Under his employment agreement, Mr.
Hulsebus is to serve as our Chief Executive Officer and President and
to receive a base salary of $162,000 per annum. In addition, in 1994,
we entered into a severance agreement with Mr. Hulsebus. Such severance
agreement provides, among other things, that in the event of a change
in control of us or Mr. Hulsebus is involuntarily terminated, suffers a
disability while employed by us or dies while employed by us, then Mr.
Hulsebus is entitled to receive certain benefits from us. Such benefits
may include some or all of the following: an amount based on Mr.
Hulsebus' base salary as provided for n Mr. Hulsebus's employment
agreement; an amount based on the bonus paid or payable to Mr. Hulsebus
as provided for in Mr. Hulsebus' employment agreement; the right to
receive common stock that shall vest immediately; the right to exercise
any warrants or stock options held by or granted to Mr. Hulsebus under
Mr. Hulsebus' employment agreement or any of our stock option plans or
both; health insurance and disability insurance. Mr. Hulsebus will not
receive any benefits if Mr. Hulsebus voluntarily terminates his
employment with us or we terminate Mr. Hulsebus "for cause," which is
defined as the conviction of Mr. Hulsebus after appeal of a felony. On
August 2, 1999, the Board of Directors extended the term of Mr.
Hulsebus' employment agreement and severance agreement for an
additional one (1) year period, or until August 31, 2002.
(2) Represents Rule 144 stock paid as 1999 bonus compensation.
(3) Represents incentive stock option granted pursuant to Incentive Stock
Option Plan.
(4) Represents a common stock grant of 22,400 shares.
(5) In March, 1996, we entered into an exclusive employment agreement with
Mr. Richard E. Sloan under which he is to serve as our Vice President
of Operations and New Business Development. Mr. Sloan receives a base
salary of $118,000 per annum.
(6) Represents a common stock grant of 7,200 shares
15
<PAGE>
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
The Company has an Audit Committee and a Compensation Committee of the
Board of Directors. Both committees were activated in 1996. The Audit Committee
held one meeting prior to the fiscal year end. The Compensation Committee held
three meetings prior to the fiscal year end.
The members of the Audit Committee are Don L. Arnwine and Thomas E.
Glasgow.
The members of the Compensation Committee are Don L. Arnwine, Thomas E.
Glasgow and M. Lee Hulsebus.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth the number of shares of our Common Stock
beneficially owned by (i) each person who, as of July 10, 2000, was known by us
to own beneficially more than five percent (5%) of our Common Stock; (ii) our
individual directors and (iii) our officers and directors as a group. As of July
10, 2000, there were a total of 12,719,250 shares of Common Stock issued and
outstanding.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
------------------- --------------------------- -----
M. Lee Hulsebus 469,528 3.69
9191 Towne Centre Drive
Suite 400
San Diego, CA 92122
Arthur E. Bradley, DDS 15,096 *
9191 Towne Centre Drive
Suite 400
San Diego, CA 92122
Thomas E. Glasgow 30,125 *
9191 Towne Centre Drive
Suite 400
San Diego, CA 92122
Don L. Arnwine 57,000 *
9191 Towne Centre Drive
Suite 400
San Diego, CA 92122
Robert S. Muelberg 148,750 1.2
9191 Towne Centre Drive
Suite 400
San Diego, CA 92122
Ross S. Seibert 15,000 *
9191 Towne Centre Drive
Suite 400
San Diego, CA 92122
Richard E. Sloan 79,414 *
9191 Towne Centre Drive
Suite 400
San Diego, CA 92122
Fred Bergmann 1,267,200 9.96
4914 N. Armenia Avenue
Tampa, FL 33603
John McCoskrie 1,292,200 10.16
4914 N. Armenia Avenue
Tampa, FL 33603
Larry M. Lammers (3) 1,876,394 14.75
715 Ironwood Court
Winter Springs, FL 32708
All officers and directors as a Group 814,913 6.41
(seven persons)
* Less than one percent
16
<PAGE>
(1) All ownership is beneficial and of record, unless indicated otherwise
and includes shares issuable upon exercise of outstanding options,
warrants or other common stock equivalents which are exercisable within
60 days.
(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.
(3) Includes 1,316,537 shares held in trust for the benefit of Dr. Lammers
and 447,011 shares which are part of the trust which were interpleaded
into the court for satisfaction of a pending lawsuit. Mr. Hulsebus, on
behalf of our Board of Directors, maintains voting power for these
shares (1,763,548).
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the shares of
Common Stock by the Selling Stockholders pursuant to this Prospectus. The
securities offered by this Prospectus may be sold from time to time by all of
the Selling Stockholders. Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by the Selling Stockholders.
The Selling Stockholder through whom such securities are sold may be deemed
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered, and any profits
realized or commissions received may be deemed underwriting compensation. The
Company has agreed to indemnify the certain of the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act.
At the time a particular offer of the shares is made by or on the behalf of
a Selling Stockholder, to the extent required, a Prospectus Supplement will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, the purchase price paid by any underwriter for shares purchased from
the Selling Stockholders, any discounts, commissions and other items
constituting compensation from the selling Stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers, and the
proposed selling price to the public.
The shares of Common Stock may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, at varying prices
determined at the time of sale, or at negotiated prices. Such prices will be
determined by the Selling Stockholders or by agreement between the Selling
Stockholders and any underwriters.
In order to comply with the applicable securities laws of certain states,
if any, the shares of Common Stock will be offered or sold through registered or
licensed brokers or dealers in those states. In addition, in certain states the
shares of Common Stock may not be offered or sold unless they have been
registered or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and is complied with.
Under applicable rules and regulations promulgated under the Exchange Act,
any person engaged in a distribution of securities may not simultaneously bid
for or purchase securities of the same class for a period of two business days
prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations hereunder,
including without limitation Rules 10b-2, 10b-5, 10b- 6 and 10b-7, in connection
with transactions in the shares during the effectiveness of the Registration
Statement of which this Prospectus is a part. All of the foregoing may affect
the marketability of the shares of Common Stock.
The Company will pay all of the expenses incident to the registration of
the shares of Common Stock other than any fees or expenses of any counsel
retained by the Selling Stockholders and any out of pocket expenses incurred by
the Selling Stockholders or any person retained by the Selling Stockholders in
connection with the registration of the shares, fees and expenses of compliance
with state securities or blue sky laws and commissions and discounts of
underwriters, dealers or agents, if any.
17
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized stock of the Company consists of 100,000,000 authorized
shares of Common Stock, par value $.15 per share, 12,719,250 shares of which
were outstanding as of July 31, 2000; and 10,000,000 authorized shares of
Preferred Stock par value .01 per share, of which no shares of Preferred Stock
were outstanding.
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
therefor, 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.
Preferred Stock
---------------
6% Cumulative Convertible Series A Preferred Stock
--------------------------------------------------
The Company originally issued 1,847,500 shares of 6% Cumulative Convertible
Series A Preferred Stock, par value $.01 per share (the "Preferred Stock")
pursuant to an underwritten public offering ("Offering") on June 24, 1996. Each
share of Preferred Stock was convertible into four (4) shares of Commn Stock at
a price of $1.25 per share of Common Stock. In accordance with their terms and
conditions of the Preferred Stock on July 24, 1997, any and all shares of
Preferred Stock were automatically converted into shares of Common Stock.
Accordingly, there are currently no shares of Preferred Stock issued and
outstanding, and all of the originally issued 1,847,500 shares of Preferred
Stock have been retired and have become authorized but unissued shares of
Preferred Stock.
Other 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.
18
<PAGE>
Warrants
--------
In connection with the Swartz Agreement, the Company has issued, and has a
continuing obligation to issue, warrants to purchase that number of common
shares equal to 10% of the common shares issued in connection with the Swartz
Agreement. Each warrant will be exercisable at a price which will initially
equal 110% of the market price for the applicable pricing period, subject to
semi-annual reset provisions on the exercise price. Each warrant will be
immediately exercisable, and will have a term beginning on the date of issuance
and ending five years thereafter.
Transfer Agent
--------------
The Company has appointed Corporate Stock Transfer, Inc., 3200 Cherry Creek
Drive, Suite 430, Denver, Colorado 80209. The phone number (303) 282-4800.
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus and
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or any Underwriter. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person or to make such offer or solicitation in such
jurisdiction.
19
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant incorporates the following documents by reference in this
Registration Statement: the Form 10KSB for the fiscal years ended December 31,
1999 and 1998 and all other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold.
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, 12,719,250 shares of which were
outstanding as of July 31, 2000; and 10,000,000 authorized shares of Preferred
Stock par value .01 per share, of which no shares of Preferred Stock were
outstanding.
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
therefor, 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.
Preferred Stock
---------------
6% Cumulative Convertible Series A Preferred Stock
--------------------------------------------------
The Company originally issued 1,847,500 shares of 6% Cumulative Convertible
Series A Preferred Stock, par value $.01 per share (the "Preferred Stock")
pursuant to an underwritten public offering ("Offering") on June 24, 1996. Each
share of Preferred Stock was convertible into four (4) shares of Common Stock at
a price of $1.25 per share of Common Stock. In accordance with their terms and
conditions of the Preferred Stock on July 24, 1997, any and all shares of
Preferred Stock were automatically converted into shares of Common Stock.
Accordingly, there are currently no shares of Preferred Stock issued and
outstanding, and all of the originally issued 1,847,500 shares of Preferred
Stock have been retired and have become authorized but unissued shares of
Preferred Stock.
20
<PAGE>
Other 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.
Warrants
-----------
In connection with the Swartz Agreement, the Company has issued, and has a
continuing obligation to issue, warrants to purchase that number of common
shares equal to 10% of the common shares issued in connection with the Swartz
Agreement. Each warrant will be exercisable at a price which will initially
equal 110% of the market price for the applicable pricing period, subject to
semi-annual reset provisions on the exercise price. Each warrant will be
immediately exercisable, and will have a term beginning on the date of issuance
and ending five years thereafter.
Transfer Agent
--------------
The Company has appointed Corporate Stock Transfer, Inc., 3200 Cherry Creek
Drive, Suite 430, Denver, Colorado 80209. The phone number (303) 282-4800.
Item 5. Interest of Named Experts and Counsel
David Wagner & Associates, P.C., Attorneys at Law, special securities counsel to
the Registrant for the purpose of this Registration Statement, and whose opinion
as to the legality of the issuance of the Shares hereunder is attached hereto as
Exhibit 5, own approximately 29,000 common shares of the Registrant.
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 2000 Stock Compensation Plan II, dated August 25, 2000.
4.2 1997 Stock Option Plan
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).
21
<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 Section10(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.
22
<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 28th day of
August, 2000.
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, August 28, 2000
------------------------ President and Chairman
/s/ Don L. Arnwine Director August 28, 2000
------------------------
/s/ Arthur E. Bradley Director August 28, 2000
------------------------
/s/ Thomas E. Glasgow Director August 28, 2000
------------------------
/s/ Robert S. Muehlberg Director August 28, 2000
------------------------
23
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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 2000 Stock Compensation Plan II, dated August 25, 2000.
4.2 1997 Stock Option Plan
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).
24
