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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
(Name of Small Business Issuer in its Charter)
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<S> <C> <C>
DELAWARE 3843 13-3152648
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
No.)
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200 NORTH WESTLAKE BOULEVARD, SUITE 202,WESTLAKE VILLAGE, CA 91362
(805) 381-2700
(Address and Telephone Number of Principal Executive Offices)
200 NORTH WESTLAKE BOULEVARD, SUITE 202, WESTLAKE VILLAGE, CA 91362
(805) 381-2700
(Address of Principal Place of Business or Intended Principal Place of Business)
RONALD E. WITTMAN
200 NORTH WESTLAKE BOULEVARD, SUITE 202
WESTLAKE VILLAGE, CA 91362
(805) 381-2700
(Name, Address and Telephone number of Agent for Service)
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COPIES OF COMMUNICATIONS TO:
C.N. Franklin Reddick III, Esq. David Alan Miller, Esq.
Murray Markiles, Esq. Peter M. Ziemba, Esq.
Troop Meisinger Steuber & Pasich, LLP Graubard Mollen & Miller
10940 Wilshire Boulevard 600 Third Avenue
Los Angeles, California 90024 New York, NY 10016-2097
(310) 824-7000 (212) 818-8800
Fax (310) 443-8601 Fax (212) 818-8881
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
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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 offering. /X/ Registration No.
333-22507
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. / /
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CALCULATION OF ADDITIONAL REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE
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Shares of Common Stock $.01 par value (Common Stock)(1)... 345,000 $4.50 $1,552,500
Redeemable Common Stock Purchase Warrants, each to
purchase one share of Common Stock (Warrants)(3)........ 345,000 $.50 $172,500
Shares of Common Stock underlying Warrants................ 345,000 $5.00 $1,725,000
Shares of Common Stock included as part of Underwriter's
Purchase Option......................................... 30,000 $4.95 $148,500
Warrants included as part of Underwriter's Purchase
Option(3)............................................... 30,000 $0.55 $16,500
Shares of Common Stock underlying Warrants included as
part of Underwriter's Purchase Option................... 30,000 $5.00 $150,000
Total..................................................... -- -- $3,561,000
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TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Shares of Common Stock $.01 par value (Common Stock)(1)... $470.45
Redeemable Common Stock Purchase Warrants, each to
purchase one share of Common Stock (Warrants)(3)........ $52.27
Shares of Common Stock underlying Warrants................ $522.75
Shares of Common Stock included as part of Underwriter's
Purchase Option......................................... $45.00
Warrants included as part of Underwriter's Purchase
Option(3)............................................... $5.00
Shares of Common Stock underlying Warrants included as
part of Underwriter's Purchase Option................... $45.45
Total..................................................... $1,140.90
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(1) Includes 45,000 shares of Common Stock which may be issued on exercise of a
45-day option granted to the Underwriter to cover over-allotments, if any.
See "Underwriting."
(2) Includes 45,000 Warrants which may be issued on exercise of a 45-day option
granted to the Underwriter to cover over-allotments, if any.
(3) To be sold to the Underwriter. Pursuant to Rule 457(g), no separate
registration fee is required.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MANY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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The contents of the Registration Statement on Form SB-2 (Registration No.
333-22507), registering 5,360,240 shares of common stock, par value $.01 per
share ("Common Stock"), and 3,475,000 redeemable common stock purchase warrants
("Warrants") of Dental/Medical Diagnostic Systems, Inc., filed on February 28,
1997 with the Commission, as amended by Pre-Effective Amendments Nos. 1 and 2,
are hereby incorporated by reference herein. Filed as exhibits hereto are the
following opinions and consents:
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EXHIBIT TITLE
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5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Troop Meisinger Steuber & Pasich, LLP (Reference is made to Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Westlake Village, California on the 9th day of May 1997.
DENTAL/MEDICAL DIAGNOSTICS SYSTEMS,
INC.
By: /s/ ROBERT H. GUREVITCH
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Robert H. Gurevitch,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert H. Gurevitch and Ronald E. Wittman, or any
one of them, his attorney-in-fact and agent, with full power of substitution,
for him or her in any and all capacities, to sign any amendments to this
Registration Statement on Form SB-2, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form SB-2 has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROBERT H. GUREVITCH Chairman of the Board, Chief May 9, 1997
--------------------------------------- Executive Officer, President and
Robert H. Gurevitch Secretary
/s/ JACK D. PRESTON Director May 9, 1997
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Jack D. Preston
Director May 9, 1997
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Marvin H. Kleinberg
/s/ RONALD E. WITTMAN Chief Financial Officer, Chief May 9, 1997
--------------------------------------- Accounting Officer and Vice
Ronald E. Wittman President
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EXHIBIT 5.1
[TROOP MEISINGER STEUBER & PASICH]
May 9, 1997
Dental/Medical Diagnostic Systems, Inc.
200 North Westlake Boulevard, Suite 202
Westlake Village, CA 91362
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form SB-2 to
be filed by Dental/Medical Diagnostic Systems, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on May 9, 1997 (the
"Registration Statement"), in order to register under the Securities Act of
1933, up to (i) 345,000 shares of the common stock of the Company, par value
$.01 per share, (ii) 345,000 redeemable common stock purchase warrants, (iii)
345,000 shares of Common Stock underlying such Warrants, (iv) 30,000 shares of
Common Stock included as part of the Underwriter's Purchase Option, and (vi)
30,000 shares of Common Stock underlying Warrants included as part of the
Underwriter's Purchase Option. All of the foregoing are collectively referred to
as the "Securities."
We are of the opinion that the Securities have been duly authorized and,
upon issuance in conformity with and pursuant to the Registration Statement, and
receipt by the Company of the purchase price therefor as specified in the
Registration Statement, the Securities will be legally and validly issued, fully
paid and non-assessable.
We consent to the inclusion in this Registration Statement on Form SB-2 of
this opinion and to the reference to our firm under the caption "Legal Matters."
Respectfully submitted,
Troop Meisinger Steuber & Pasich, LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form SB-2 of our report dated January 31, 1997, on our examinations of the
financial statements of Dental/Medical Diagnostic Systems, Inc. and
Subsidiaries. We also consent to the reference to our firm under the caption
"Experts" in this prospectus.
Coopers & Lybrand L.L.P.
Los Angeles, California
May 7, 1997
