<PAGE> 1
As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MEDICAL ADVISORY SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1233960
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
8050 Southern Maryland Boulevard, Owings, Maryland 20736
(Address of Principal Executive Offices) (Zip Code)
---------------
MEDICAL ADVISORY SYSTEMS, INC.
AMENDED AND RESTATED
EMPLOYEE AND DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
---------------
Ronald W. Pickett
President
8050 Southern Maryland Boulevard
Owings, Maryland 20736
(Name and Address of Agent for Service)
(301) 855-8070
(Telephone Number, Including Area Code, of Agent for Service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Amount Proposed Proposed
Securities To To Be Maximum Offering Maximum Aggregate Amount of
Be Registered Registered Price Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 650,000 $12.00(1) $3,522,000 $ 929.81
$0.005 par value
======================================================================================================================
</TABLE>
(1)Estimated in accordance with Rule 457 solely for the purpose of determining
the registration fee. The fee with respect to 372,000 shares is based on
$0.50 per share, the price at which the options may be exercised. The fee
with respect to 278,000 shares is based on $12.00, the average of the high
and low sale prices on December 7, 1999 of the Registrant's Common Stock as
reported on the American Stock Exchange.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are
incorporated by reference into this Registration Statement. All documents filed
by Medical Advisory Systems, Inc. (the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to
the date of the filing of this Registration Statement and prior to the filing of
a post-effective amendment that indicates that all securities registered
hereunder have been sold, or that de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB (the
"1998 Form 10-K") for the fiscal year ended October 31, 1998;
(b) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act since October
31, 1998, including the Amended and Restated Form 10-QSBs for
the quarters ended January 31, 1999, April 30, 1999 and July
31, 1999 and the Amended Current Report on Form 8-K/A filed
with the Commission on October 8, 1999;
(c) The information contained in the Registrant's Proxy
Statement dated June 4, 1999, for its Annual Meeting of
Shareholders held on June 25, 1999, that was filed with the
Commission on Schedule 14A on June 4, 1999; and
(d) The description of the Registrant's Common Stock
contained in the Form 8-A/A Registration Statement filed with
the Commission on August 12, 1999 under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered hereby has been
passed upon for the Registrant by Baker & Hostetler LLP, Washington, DC.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted under the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the personal liability of
a director to the Registrant and its stockholders for monetary damages for
breach of fiduciary duty of care as a director. Liability is not eliminated or
limited for (i) any breach of the director's duty of loyalty to the Registrant
or its stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) unlawful payment of
dividends or stock purchases or redemptions pursuant to Section 174 of the
Delaware General Corporation Law; or (iv) any transaction from which the
director derived an improper personal benefit.
The Registrant's Bylaws also provide for indemnification of
officers, directors, employees and agents of the Registrant to the full extent
allowed by Delaware law, provided that, in the event of an action or suit by or
in the right of the Registrant, the person shall be indemnified only to the
extent of his expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of the action or suit and
not for judgments, fines or amounts paid in settlement. The Delaware General
Corporation Law authorizes indemnification of officers, directors and persons
serving other entities in certain capacities at the request of the corporation,
subject to certain conditions and limitations set forth therein, against all
expenses and liabilities incurred by or imposed upon them as a result of
actions, suits and proceedings brought against them in such capacity if they
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation.
The Registrant maintains a directors' and officers' insurance
policy which insures the officers and directors of the Registrant from any
claim arising out of an alleged wrongful act by such persons in their
respective capacities as officers and directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.1 Medical Advisory Systems, Inc. Amended and Restated
Employee and Director Stock Option Plan
5.1 Opinion of Baker & Hostetler LLP as to legality of
the Common Stock and interests in the Plan being
registered
23.1 Consent of Stefanou & Company, LLP
23.2 Consent of Baker & Hostetler LLP (included in
Opinion filed as Exhibit 5 hereto)
24.1 Powers of Attorney (included at page II-5)
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (the "Securities
Act"), 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 bona fide offering
thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of the
offering.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy, as expressed in the Securities Act,
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in a successful defense of any action, suit or proceeding ) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Owings, State of
Maryland, on this 18th day of November, 1999.
MEDICAL ADVISORY SYSTEMS, INC.
By: /s/ Ronald W. Pickett
---------------------
Ronald W. Pickett
President
II-4
<PAGE> 6
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ronald W. Pickett, Robert P.
Crabb, and Dale L. Hutchins, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to this Registration
Statement, and to file the same with all exhibits hereto, and other documents
in connection herewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on November 18, 1999 by the
following persons in the capacities indicated below.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ronald W. Pickett President and Chairman of the Board of Directors
- ----------------------------
Ronald W. Pickett (Principal Executive Officer)
/s/ Robert P. Crabb Director and Executive Vice President and
- ----------------------------
Robert P. Crabb Secretary
/s/ Robert C. Snyder Chief Financial Officer
- ----------------------------
Robert C. Snyder
/s/ Thomas M. Hall Director and Chief Executive Officer
- ----------------------------
Thomas M. Hall, M.D., M.I.M.
/s/ George Harris Director
- ----------------------------
George Harris
/s/ Robert C. Goodwin, Jr. Director
- ----------------------------
Robert C. Goodwin, Jr.
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.1 Medical Advisory Systems, Inc. Amended and Restated
Employee and Director Stock Option Plan
5.1 Opinion of Baker & Hostetler LLP as to legality of
the Common Stock and interests in the Plan being
registered
23.1 Consent of Stefanou & Company, LLP
23.2 Consent of Baker & Hostetler LLP (included in
Opinion filed as Exhibit 5 hereto)
24.1 Powers of Attorney (included at page II-5)
<PAGE> 1
EXHIBIT 4.1
MEDICAL ADVISORY SYSTEMS, INC.
AMENDED AND RESTATED
EMPLOYEE AND DIRECTOR
STOCK OPTION PLAN
I. PURPOSE AND SCOPE
The purposes of this Medical Advisory Systems, Inc. Amended and Restated
Employee and Director Stock Option Plan (the "Plan") are to encourage stock
ownership by Employees of Medical Advisory Systems, Inc. a Delaware
corporation, or any of its Subsidiaries (collectively the "Company") and to
assist the Company in attracting and retaining key personnel through the grant
of options to purchase shares of the Company's common stock.
II. DEFINITIONS
Unless otherwise required by the context and in addition to the terms defined
elsewhere herein:
"BOARD" shall mean the Board of Directors of Medical Advisory Systems, Inc..
"COMMITTEE" shall mean the Compensation Committee, which is appointed by the
Board, and which shall be composed of three members of the Board.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"EMPLOYEE" shall mean officers, directors, employees, advisors and consultants
who render services to the Company.
"OPTION" shall mean a right to purchase Stock, granted pursuant to the Plan.
"OPTION PRICE" shall mean the purchase price for a share of Stock under an
Option, as determined in Section V below.
"PARTICIPANT" shall mean an Employee to whom an Option is granted under this
Plan.
"STOCK" shall mean the common stock of Medical Advisory Systems, Inc., par
value $.005.
"SUBSIDIARY" shall mean a subsidiary corporation of Medical Advisory Systems,
Inc., as defined in Code Sections 424(f) or 424(g).
<PAGE> 2
III. STOCK TO BE OPTIONED
Subject to the provisions of Section XVII herein, the maximum number of shares
of Stock that may be optioned or sold under the Plan is 650,000 shares. Such
shares may be authorized but unissued shares of the stock of the Company.
IV. ADMINISTRATION
The Committee shall administer the Plan. Two members of the Committee shall
constitute a quorum for the transaction of business. The Committee shall be
responsible to the Board for the operation of the Plan and shall make
recommendations to the Board with respect to participation in the Plan by
Employees and with respect to the extent of that participation. The
interpretation and construction of any provision of the Plan by the Committee
shall be final, unless otherwise determined by the Board. No member of the
Board or the Committee shall be liable for any action or determination made by
him in good faith.
The Board, upon recommendation of the Committee, may grant Options to any
Employee upon such terms and conditions as it determines appropriate, including
but not limited to provisions regarding vesting of Options granted, and
covenants not to compete and confidentiality requirements. Options may be
awarded by the Board at any time and from time to time to new Participants, or
to a greater or lesser number of Participants, and may include or exclude
previous Participants, as the Board, upon recommendation by the Committee,
shall determine. Options granted at different times need not contain similar
provisions and no grant of Options shall be effective until such time as the
Employee enters into the Option Agreement presented by the Board in conjunction
with such grant of Options, by executing and returning such agreement to the
Board.
V. OPTION PRICE
The purchase price for Stock under each Option shall not be less than the fair
market value of the Stock at the close of business on the date the Option is
granted, but in no event less than the par value of the Stock. For purposes of
this Section, "fair market value" shall be the average of the highest and
lowest price for a share of Stock, as quoted on the American Stock Exchange (or
if the Stock is not then traded on such Exchange, on any other exchange or
market through which the Stock is traded) on the last trading date immediately
preceding the date of the grant.
VI. EXERCISE OF STOCK OPTIONS
A Stock Option shall be exercised by a Participant or other person authorized
under this Plan to exercise such Option by the provision of written notice, on
a form approved by the Committee, indicating the person's intention to exercise
same, accompanied by full payment of the purchase price. Said purchase price
shall be paid with cash or certified check, or with a surrender of Stock having
a fair market value on the date of exercise equal to that portion of the
purchase price for which payment in cash or by certified check is not made. In
the event that Stock is surrendered upon exercise of an Option, certificates
evidencing the shares to be so used shall be delivered to the Company and shall
be duly endorsed or accompanied by duly executed stock powers to transfer the
same to the Company; provided, however, that such payment in Stock instead of
cash or cashier's check shall not be effective and shall be rejected by the
Company if (a) the
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<PAGE> 3
Company is then prohibited from purchasing shares of the class of the stock
thus tendered to it, or (b) the right or power of the person exercising the
Option to deliver such shares in payment of the purchase price is subject to
restrictions (determined as of the date such Stock is tendered), including but
not limited to the prior interest of any other person as indicated by legends
upon the certificate(s) or known to the Company. If the Company rejects the
payment in stock, the tendered notice of exercise shall not be effective
hereunder unless, after being notified of such rejection, the person exercising
the Option pays the purchase price in an acceptable form. The Company shall be
entitled, at its option, to return those shares of Stock as part of the shares
for which the Option was exercised rather than re-issuing new shares.
The Company shall have the right to require a Participant, or any other person
authorized to exercise Options under this Plan, to pay to the Company the
amount of any taxes which the Company is required to withhold as a result of
the exercise of said Option.
VII. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by the Board and shall
be evidenced by agreements in such form as the Board, upon recommendation of
the Committee, shall from time to time approve. Such Agreements shall include
a provision that during the period in which a Participant is employed by the
Company, Participant shall be limited in trading shares of the Company acquired
through exercise of any Option in accordance with the Company's then current
policy governing trading in the shares of the Company by Officers and Directors,
and that in the absence of such a policy, the period in which a Participant may
effect transactions in shares of the Company acquired during Participant's
employment by the Company through exercise of Options shall be limited to that
period commencing upon the third business day and ending upon the twelfth
business day, inclusive, after the Company releases quarterly or annual earnings
reports.
VIII. EMPLOYMENT AGREEMENT
The Board may, in its discretion, include in any Option granted under the Plan
a condition that the Participant shall agree to remain in the employ of, and to
render services to, the Company or any of its Subsidiaries for a period of time
(specified in the agreement) following the date the Option is granted. However,
no such agreement shall impose any obligation upon the Company to employ the
Participant for any period of time.
IX. TIME AND METHOD OF PAYMENT
The Option Price shall be paid in full either in cash or under a cash-less
option provision (depending on the form of Option Agreement granted to the
Participant) at the time an Option is exercised under the Plan. Otherwise, an
exercise of any Option granted under the Plan shall be invalid and of no
effect. Promptly after the exercise of an Option and the payment of the full
Option Price, the Participant shall be entitled to the issuance of a stock
certificate evidencing his ownership of such Stock. Participant shall have none
of the rights of a shareholder until shares are issued to him, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.
X. NUMBER OF SHARES
Each Option shall state the total number of shares of Stock to which it
pertains and the number of Shares to which a participant is entitled under an
Option agreement.
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<PAGE> 4
XI. OPTION PERIOD, AND LIMITATIONS ON EXERCISE OF OPTIONS
The Board may, in its discretion, provide that an Option may not be exercised
in whole or in part for any period or periods of time specified in the Option
agreement. Except as provided in the Option agreement or otherwise herein, an
Option may be exercised in whole or in part at any time during its term. No
Option may be exercised after the expiration of five (5) years from the date it
is granted. No Option may be exercised for a fractional share of Stock.
XII. TERMINATION OF EMPLOYMENT
Except as provided in Section XIII below, if a Participant ceases to be
employed by the Company, his Options shall terminate immediately; provided,
however, that the Participant may, at any time within three months after such
cessation of employment, exercise his Options to the extent that he was
entitled to exercise them on the date of cessation of employment, but in no
event shall any option be exercisable more than (5) years from the date it was
granted.
Notwithstanding the forgoing, in the event of a sale, spinoff, merger,
consolidation or other transaction by which Medical Advisory Systems, Inc.
disposes of its interest in a Subsidiary, the Options of Participants employed
by such Subsidiary not previously exercisable and vested shall become fully
exercisable and vested upon the date of such transaction.
XIII. RIGHTS IN THE EVENT OF DEATH
If a Participant dies while employed by the Company, or within three months
after having retired with the consent of the Company, and without having fully
exercised his options, the executors or administrators, or legatees or heirs,
of his estate shall have the right to exercise such Options and to the extent
that such deceased Participant was entitled to exercise said Options on the
date of his death; provided, however, that in no event shall the Options be
exercisable more than (5) years from the date they were granted.
XIV. NO OBLIGATIONS TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the Participant to
exercise such Option.
XV. NONASSIGNABILITY
Options shall not be transferable other than by will or by the law of descent
and distribution, and during a Participant's lifetime shall be exercisable only
by such Participant.
XVI. LOSS OF RIGHT TO EXERCISE OPTIONS
A Participant or other person entitled to exercise Options under this Plan
shall forfeit such rights if the Participant violates a confidentiality
agreement or covenant not to compete with the Company whether contained within
individual Stock Option Agreements entered into between the Participant and the
Company by separate instrument.
XVII. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
The aggregate number of shares of Stock available for Options under the Plan,
the shares subject
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<PAGE> 5
to any Option, the price per share, shall all be proportionately adjusted for
any increase or decrease in the number of issued shares of Stock subsequent to
the effective date of the Plan resulting from (1) a subdivision or consolidation
of shares or any other capital adjustment, (2) the payment of a stock dividend,
or (3) other increase or decrease in such shares effected without receipt of
consideration by the Company. If the Company shall be the surviving corporation
in any merger or consolidation, any Option shall pertain, apply and relate to
the securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled after the merger or consolidation.
Upon dissolution or liquidation of the Company, or upon a merger or
consolidation in which the Company is not the surviving corporation, all
Options outstanding under the Plan shall terminate; provided, however, that (i)
any Options granted under the Plan and not previously exercised and vested
shall become fully exercisable and vested no later than the date of such
dissolution, merger or consolidation, and (ii) each Participant (and each other
person entitled under this Plan to exercise an Option) shall have the right,
immediately prior to such dissolution or liquidation, or such merger or
consolidation, to exercise such Participant's Options in whole or in part, but
only to the extent that such Options are otherwise exercisable under the terms
of this Plan.
XVIII. AMENDMENT AND TERMINATION
The Board, by resolution, may terminate, amend, or revise the Plan with respect
to any shares as to which Options have not been granted. Neither the Board nor
the Committee may, without the consent of the holder of an Option, alter or
impair any Option previously granted under the Plan, except as authorized
herein. Unless sooner terminated, the Plan shall remain in effect for a period
of 10 years from the date of this amended and restated Plan's adoption by the
Board. Termination of the Plan shall not affect any Option previously granted.
XIX. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODY
No Option shall be exercisable and no Stock will be delivered under this Plan
except in compliance with all applicable federal and state laws and
regulations, including, without limitation, compliance with all applicable
withholding tax requirements, if any, and with the rules of all domestic stock
exchanges on which the Stock may be listed. Any stock certificates issued to
evidence the Stock as to which an Option is exercised may bear such legends and
statements as the Company shall deem advisable to assure compliance with
federal and state laws and regulations; the Company may, if it deems
appropriate, condition its grant of any Options hereunder upon receipt of the
following investment representation from the Participant or other person
authorized to exercise such Options under this Plan:
"I agree that any Stock of Medical Advisory Systems, Inc. which I may
acquire by virtue of this Stock Option shall be acquired for
investment purposes only and not with a view to distribution or
resale, and may not be transferred, sold, assigned, pledged,
hypothecated or otherwise disposed of by me unless (i) a registration
statement or post-effective amendment to a registration statement
under the Securities Act of 1933, as amended, with respect to said
Stock has become effective so as to permit the sale or other
disposition of said shares by me; or (ii) there is presented to
Medical Advisory Systems, Inc. an opinion of counsel satisfactory to
Medical Advisory Systems, Inc. to the effect that the sale or other
proposed disposition of said Stock by me may lawfully be made
-5-
<PAGE> 6
otherwise than pursuant to an effective registration statement or
post-effective amendment to a registration statement relating to the
said Stock under the Securities Act of 1933, as amended."
No Option shall be exercisable, and no stock will be delivered under this Plan,
until the Company has obtained such consent or approval from the regulatory
body, federal or state, having jurisdiction over such matters as the Company
may deem advisable. In the case of the exercise of an Option by someone other
than the Participant as permitted herein, the Company may require reasonable
evidence as to the ownership of such Option and may require such consents and
releases of taxing authorities as the Committee may deem advisable.
XX. PRESERVATION OF SHARES OF STOCK
The Company during the term of this Plan, will at all times reserve and keep
available, and will seek or obtain from any regulatory body having jurisdiction
any requisite authority necessary to issue and to sell, the number of Shares of
Stock that shall be sufficient to satisfy the requirements of this Plan. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed necessary by counsel for the Company for the lawful
issuance and sale of its stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.
XXI. EFFECTIVE DATE OF PLAN
The Plan was originally effective as of June 21, 1993; the date the Plan was
approved by the Board of Directors. The terms of this amended and restated Plan
shall be effective March 1, 1998.
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<PAGE> 1
Exhibit 5.1
Baker & Hostetler LLP
1050 Connecticut Avenue, N.W.
Suite 1100
Washington, D.C. 20036
December 10, 1999
Medical Advisory Systems, Inc.
8050 Southern Maryland Boulevard
Owings, Maryland 20736
Gentlemen:
We have acted as counsel to Medical Advisory Systems, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933 (the "Act") relating to the registration of 650,000 shares of
Common Stock, par value $0.005 per share (the "Common Shares"), of the Company
for issuance under the Medical Advisory Systems, Inc. Amended and Restated
Employee and Director Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined: (a) the
Certificate of Incorporation of the Company, as amended, (b) the Bylaws of the
Company, as amended, (c) the Plan, and (d) such records of the corporate
proceedings of the Company and such other documents as we deemed necessary to
render this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware; and
2. The Common Shares available for issuance under the
Plan, when issued in accordance with the Plan, will be legally issued, fully
paid and nonassessable.
We hereby consent to the use of this Opinion as Exhibit 5 to
the Registration Statement and the reference to our firm in Item 5 of Part II
of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO: Medical advisory Systems, Inc.
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8, of our
report dated January 28, 1999 included in Medical Advisory Systems, Inc's Annual
Report on Form 10-KSB for the year ended October 31, 1998, and to all references
to our Firm included in this registration statement.
/s/ STEFANOU & COMPANY, LLP
------------------------------
Stefanou & Company, LLP
McLean, Virginia
December 7, 1999
