<PAGE> 1
As filed with the Securities and Exchange Commission on April 21, 2000
Registration No. 333-92471
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT
NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MEDICAL ADVISORY SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 52-1233960
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
8050 Southern Maryland Boulevard, Owings, Maryland 20736
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
---------------
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)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================
Title of Amount Proposed Proposed Amount of
Securities To To Be Maximum Offering Maximum Aggregate Registration Fee
Be Registered Registered Price Per Share Offering Price
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 650,000 $12.00(1) $3,522,000 $929.81(2)
$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.
(2) Previously paid in connection with the Form S-8 Registration Statement,
filed with the Securities and Exchange Commission on December 10, 1999,
Registration No. 333-92471.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.1 Medical Advisory Systems, Inc. Amended and Restated Employee
and Director Stock Option Plan (filed herewith)
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*
* previously filed
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 Post-Effective Amendment No. 2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Owings, State of
Maryland, on this 21st day of April, 2000.
MEDICAL ADVISORY SYSTEMS, INC.
By: /s/ Ronald W. Pickett
---------------------
Ronald W. Pickett
President
II-1
<PAGE> 3
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.1 Medical Advisory Systems, Inc. Amended and Restated Employee
and Director Stock Option Plan (filed herewith)
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*
* previously filed
<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
-2-
<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.
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.
-3-
<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 maybe exercised in whole or in part at any time during its term. No
Option may be exercised after the expiration of ten (10) 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 ten (10) years from the date it was granted.
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 ten (10) 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
-4-
<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 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 otherwise than pursuant to an effective registration
statement or post-effective
-5-
<PAGE> 6
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.
-6-
