As filed with the Securities and Exchange Commission on October 25, 1996
File No. 33-________
______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMAGING DIAGNOSTIC SYSTEMS, INC.
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(Name of Small Business Issuer in its charter)
FLORIDA 22-2671269
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(State or other jurisdiction of (IRS Employer Indet. No.)
incorporation or organization)
10281 NW 46TH STREET, SUNRISE, FLORIDA 33351
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(Address of Principal Executive Offices and Zip code)
Issuer's telephone number: (954)746-0500
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Consultant Service Agreement
(Full title of the plan)
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Linda B. Grable
10281 NW 46th Street
Sunrise, Florida 33351
(Name and address of agent of service)
Copy to:
Peter S. Knezevich, Esq.
10281 N.W. 46th Street
Sunrise, Florida
(954) 746-0500
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2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAX. PROPOSED MAX.
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) REGISTRATION FEE(1)
<S> <C> <C> <C> <C>
Common Stock 62,000 $2.44 $151,280 $100.00
(no par value)
<FN>
(1) Pursuant to Rule 457(h)(1)and (c), the average of the the bid
and asked price of the Registrant's Common Stock in the over-
the-counter market on October 22, 1995, was $2.44. The registration
fee represents the minimum prescribed fee.
</FN>
</TABLE>
<PAGE>
3
IMAGING DIAGNOSTIC SYSTEMS, INC.
PART II
INFORMATION REQUIRED FOR THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (1) through (3) below are incorporated by reference in
the Registration Statement. All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
form the date of filing such documents.
(1) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or, in the case of the Company, either (1) the
lastest prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Act"), that contains audited financial statements for the
Company's latest fiscal year for which statement have been filed or (2) the
Company's effective registration stantement on Form 10-SB or 30F filed under the
Exchange Act containing audited financail statements for the Company's latest
fiscal year.
(2) All reports and documents filed by the Company pursuant to Section
13(a), 14, or 15(d) of the Exchange Act. Written requests for such copies should
be directed to Corporate Secretary, Imaging Diagnostic Systems, Inc., 10281 NW.
46th Street, Sunrise, Florida 33351, telephone (954)746-0500.
(3) The description of the Common Stock of the Company which is
contained in a Registration Statement filed under the Exchange Act, inlcuding
any amendment or report filed for the purpose of updating such description.
ITEM 4 - DESCRIPTION OF SECURITIES
The class of securities to be offered hereby is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Company's securities is set forth in the Registration Statment filed pursuant to
Form 10-SB: the Company registered common stock which is entitled to share, on a
ratable basis, such dividends as may be declared by the Board of Directors out
of funds legally available therefor. Each share of common stock entitles the
holders thereof to one vote. Holders of common stock do not have cumulative
voting rights nor does the common stock have
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4
preemptive, subscription nor conversion rights and is not redeemable by the
Registrant.
ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL
Peter S. Knezevich, Esq. has rendered an opinion on the validity of the
securities being registered. Mr. Knezevich is employed by the Company as general
counsel. He receives a salary and is entitled to participate in the Company's
incentive stock option plan. Mr. Knezevich currently owns 101,400 shares of
common stock of the Company.
ITEM 6 - INDEMNIFICATION
Article XII of the Company's By-Laws provides as follows:
1. So long as permitted by law, no director of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that, to the extent required by applicable law, this Article
shall not relieve any person from liability for any breach of duty based upon an
act or omission (i) in breach of such person's duty of loyalty to the
corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no amendment,
repeal or termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director for or with
respect to any acts or omissions of such director occurring prior to such
amendment, repeal or termination of effectiveness.
2. So long as permitted by law, no officer of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that, to the extent required by applicable law, this Article
shall not relieve any person from liability for any breach of duty based upon an
act or omission (i) in breach of such person's duty of loyalty to the
corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no amendment,
repeal or termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director for or with
respect to any acts or omissions of such officer occurring prior to such
amendment, repeal or termination of effectiveness.
3. To the extent that a Director, Officer, or other corporate agent of
this corporation has been successful on the merits or otherwise in defense of
any civil or criminal action, suit, or
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5
proceeding referred to in sections (a)and (b), above, or in defense of any
claim, issue, or matter therein, he shall be indemnified against any expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
4. Expenses incurred by a Director, Officer, or other corporate agent in
connection with a civil or criminal action, suit, or proceeding may be paid by
the corporation in advance of the final disposition of such action suit, or
proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the 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 Company will, unless in the opinion of its
legal 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 issues.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED
NOT APPLICABLE.
ITEM 8 - EXHIBITS
EXHIBIT DESCRIPTION
(4)(i) All instruments that define the rights of the holders of the
equity securities that the issuer is registering, including the pages
from the articles of incorporation or by-laws that define those rights.
(5) Opinion dated October 22, 1996, of Peter S. Knezevich, Esq. relating to
the issuance of shares of Common Stock pursuant to the Consultant
Service Agreement.
(23.1) Consent of Peter S. Knezevich, Esq. included in the opinion filed as
exhibit (5) hereto.
<PAGE>
6
(23.2) Consent of Independent Certified Public Accountants.
ITEM 9 - UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings 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;
(b) That, for the purposes of determining any liability under the Act, each
such post-effective amendment 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 the initial bona fide offering thereof; and,
(c) To remove from registration by means of a post-effectivew amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, 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 therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities under the 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 Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registration of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
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
<PAGE>
7
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 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 Sunrise and the State of Florida, on the 22nd day of
October, 1996.
IMAGING DIAGNOSTIC SYSTEMS, INC.
By: /S/ LINDA B. GRABLE
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Linda B. Grable
Chairman of the Board,
Director, and President.
Pursuant to 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 dates indicated.
By: /S/ LINDA B. GRABLE
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Linda B. Grable
Chairman of the Board and President
Dated: October 22, 1996
By: /S/ALLAN L. SCHWARTZ
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Allan L. Schwartz
Director and Executive Vice-President
Dated: October 22, 1996
By: /S/RICHARD J. GRABLE
--------------------
Richard J. Grable
Director and Chief Executive Officer
Dated: October 22, 1996
ARTICLES OF INCORPORATION
OF
IMAGING DIAGNOSTIC SYSTEMS, INC.
The undersigned subscribers to these Articles of Incorporation, natural
persons competent to contract, hereby form a corporation under Chapter 607 of
the laws of the State of Florida.
ARTICLE I. NAME
The name of the corporation shall be:
IMAGING DIAGNOSTIC SYSTEMS, INC.
The principal place of business of this corporation shall be 10281 N.W.
46th Street, Sunrise, Florida, 33351
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all lawful
activities or business permitted under the laws of the United States, the State
of Florida or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of capital stock that this corporation is
authorized to have outstanding at any one time is 50,000,000 (Fifty Million)
shares. The 50,000,000 shares of capital stock of the Corporation with no par
value is divided as follows: 48,000,000 shares of Common Stock no par value;
and, 2,000,000 shares of Preferred Stock with no par value.
The shares of Common Stock are entitled to one vote for each share held
on all matters submitted to a vote of shareholders and do not have cumulative
voting. Holders of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board of Directors out of funds legally
available therefor, subject to any preferential dividend rights of outstanding
Preferred Stock. Upon liquidation, dissolution or winding up of the Company, the
assets legally available for distribution to shareholders are distributed
ratably among the holders of Common Stock, subject to the prior rights of any
<PAGE>
outstanding Preferred Stock and payment of other claims of creditors. Holders of
Common Stock have no preemptive, subscription, redemption or conversion rights.
The shares of Preferred Stock may be issued from time to time in series
and the Board of Directors of the Corporation is authorized to establish and
designate series and to fix the number of shares and the relative voting,
dividend, conversion, liquidation, redemption, and other rights, preferences,
and limitations as between series, subject to such limitations as may be
prescribed by law; that the proper officers of the corporation are by this means
authorized to make, subscribe, acknowledge, execute, and file, or cause to be
filed, such certificate or certificates as may be required under the laws of the
state of Florida and other jurisdictions to give effect to the proposal, as
presented in the proxy statement, or as may be required in connection with the
issuance of shares of preferred stock in series from time to and things as in
its discretion may be necessary or advisable in connection with such proposal.
ARTICLE IV. ADDRESS
The name and street address of the registered agent of the Corporation
is CT Corporation Systems, 1200 S. Pine Island Road, Plantation, Florida, 33324.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. OFFICERS AND DIRECTORS
The name and street address of the Board of Directors are as follows:
Richard J. Grable
7400 S.W. 13th Street
Plantation, Florida
Linda B. Grable
7400 S.W. 13th Street
Plantation, Florida
Allan L. Schwartz
5152 N.W. 99th Lane
Coral Springs, Florida
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<PAGE>
ARTICLE VII. INDEMNIFICATION
1. So long as permitted by law, no director of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that, to the extent required by applicable law, this Article
shall not relieve any person from liability for any breach of duty based upon an
act or omission (i) in breach of such person's duty of loyalty to the
corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no amendment,
repeal or termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director for or with
respect to any acts or omissions of such director occurring prior to such
amendment, repeal or termination of effectiveness.
2. So long as permitted by law, no officer of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that, to the extent required by applicable law, this Article
shall not relieve any person from liability for any breach of duty based upon an
act or omission (i) in breach of such person's duty of loyalty to the
corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no amendment,
repeal or termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director for or with
respect to any acts or omissions of such officer occurring prior to such
amendment, repeal or termination of effectiveness.
3. To the extent that a Director, Officer, or other corporate agent of
this corporation has been successful on the merits or otherwise in defense of
any civil or criminal action, suit, or proceeding referred to in sections (a)
and (b), above, or in defense of any claim, issue, or matter therein, he shall
be indemnified against any expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
4. Expenses incurred by a Director, Officer, or other corporate agent
in connection with a civil or criminal action, suit, or proceeding may be paid
by the corporation in advance of the final disposition of such action suit, or
proceeding as
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<PAGE>
authorized by the Board of Directors upon receipt of an undertaking by or on
behalf of the corporate agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified.
IN WITNESS WHEREOF, the incorporator has executed these Articles of
Incorporation this 26th day of June, 1995, to be effective as of July 1, 1995.
/s/ Peter S. Knezevich
--------------------------------
Peter S. Knezevich
STATE OF FLORIDA )
: ss.
COUNTY OF BROWARD)
BEFORE ME, a Notary Public authorized to take acknowledgments in the
State and County set forth above, personally appeared Peter S. Knezevich known
to be and known by me to be the person who executed the foregoing Articles of
Incorporation, and he acknowledged before me that he executed those Articles of
Incorporation and presented the following form of identifications: Drivers
License.
IN WITNESS WHEREOF, I have set my hand and seal in the State and County
above, this 26 day of June, 1995.
/s/ Dennis Duvernois
--------------------------
Notary Public
State of Florida at Large
My Commission Expires:
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<PAGE>
CERTIFICATE DESIGNATING REGISTERED AGENT AND
PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN FLORIDA, AND ACCEPTANCE OF AGENT
UPON WHOM PROCESS MAY BE SERVED
In compliance with Sections 48.091 and 607.034, Florida Statutes, the
following is submitted:
That Imaging Diagnostic Systems, Inc. desiring to organize or qualify
under the laws of the State of Florida, with its principal place of business at
10281 N.W. 46th Street, Sunrise, Florida, has named C.T. Corporate Systems as
its agent to accept service of process within Florida.
Dated: June 26, 1995
/s/ Peter S. Knezevich
--------------------------------
Peter S. Knezevich
Having been named to accept service of process for the above named
corporation, at the place designated in this certificate, I hereby agree to act
in this capacity, and I further agree to comply with the provisions of all
statutes relative to the proper performance of my duties.
/s/ CT Systems
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Registered Agent
-5-
EXHIBIT (5)
IMAGING DIAGNOSTIC SYSTEMS, INC.
[Letterhead of Registrant]
October 22, 1996
Imaging Diagnostic Systems, Inc.
10281 N.W. 46th Street
Sunrise, FL 33351
Re: Registration Statement on Form S-8
Imaging Diagnostic Systems, Inc.;
Consultant Service Agreement
Gentleman:
This opinion is submitted pursuant to applicable rules of the
Securities and Exchange Commission with respect to the registration by Imaging
Diagnostic Systems, Inc. (the "Company") of 62,000 shares of Common Stock, no
par value (the "Common Stock") pursuant to the Consultant Service Agreement (the
"Agreement").
In my capacity as general counsel to the Company, I have examined the
original, certified, conformed, or other copies of the Plan, the Company's
Certificate of Incorporation, By-Laws and corporate minutes provided to me by
the Company. In all such examinations, I have assumed the genuineness of all
signatures on original documents, and the conformity to originals or certified
documents of all copies submitted to us as conformed, photostat or other copies.
In passing upon certain corporate records and documents of the Company, we have
necessarily assumed the correctness and completeness of the statements made or
included therein by the Company, and we express no opinion thereon.
Based upon and in reliance of the foregoing, I am of the opinion that
the Common Stock, when issued in accordance with the terms and conditions of the
Agreement, will be validly issued, fully paid and non-assessable.
<PAGE>
Imaging Diagnostic Systems, Inc.
October 22, 1996
Page 2.
I hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
/s/Peter S. Knezevich
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Peter S. Knezevich
General Counsel
EXHIBIT (23.2)
IMAGING DIAGNOSTIC SYSTEMS, INC.
Consent of Independent Certified Public Accountants.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-* of our report dated July 24, 1996,
which appears on page F-2 of our financial statements included in the
Imaging Diagnostic Systems, Inc. Form 10-KSB, dated August 20, 1996.
/S/MARGOLIES AND FINK
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MARGOLIES AND FINK
Pompano Beach, Florida
October 22, 1996
