As filed with the Securities and Exchange Commission on February 24, 1997
File No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
IMAGING DIAGNOSTIC SYSTEMS, INC.
--------------------------------
(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)
6531 NW 18TH COURT, PLANTATION, FLORIDA 33313
---------------------------------------------
(Address of Principal Executive Offices and Zip code)
Issuer's telephone number: (954)581-9800
----------------
Incentive Stock Option Plan
(Full title of the plan)
----------------
Linda B. Grable
President
6531 NW 18th Court
Plantation, Florida 33313
(954)581-9800
(Name and address of agent of service)
<PAGE>
<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(1)
<S> <C> <C> <C> <C>
Common Stock 500,000 $4.00 $2,000,000 $689.65
(no par value)
</TABLE>
(1) Estimated solely for calculating the amount of the registration
fee, pursuant to rule 457(h) under the securities Acto of 1933, as
amended.
<PAGE>
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 statement 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., 6531 NW 18th Court, Plantation, Florida 33313, telephone (954)581-9800.
(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
<PAGE>
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 161,994 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 proceeding referred to in sections (a)
and (b), above, or in defense of any claim, issue, or
<PAGE>
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 February 18, 1997, of Peter S. Knezevich, Esq.
relating to the issuance of shares of Common Stock pursuant to
the Incentive Stock Option Plan.
(10.1) 1995 Incentive Stock Option Plan of Imaging Diagnostic Systems,
Inc.
<PAGE>
(23.1) Consent of Peter S. Knezevich, Esq. included in the opinion
filed as exhibit (5) hereto.
(23.1) 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
<PAGE>
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.
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 18th day of
February, 1997.
IMAGING DIAGNOSTIC SYSTEMS, INC.
By: /S/ LINDA B. GRABLE
----------------------------
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
----------------------------
Linda B. Grable
Chairman of the Board and President
Dated: February 18, 1997
By: /S/ALLAN L. SCHWARTZ
----------------------------
Allan L. Schwartz
Director and Executive Vice-President
Dated: February 18, 1997
By: /S/RICHARD J. GRABLE
----------------------------
Richard J. Grable
Director and Chief Executive Officer
Dated: February 18, 1997
<PAGE>
EXHIBIT
NUMBER 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 February 18, 1997, of Peter S. Knezevich, Esq.
relating to the issuance of shares of Common Stock pursuant to
the Incentive Stock Option Plan.
(10.1) 1995 Incentive Stock Option Plan of Imaging Diagnostic Systems,
Inc.
(23.1) Consent of Peter S. Knezevich, Esq. included in the opinion
filed as exhibit (5) hereto.
(23.1) Consent of Independent Certified Public Accountants.
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
-2-
<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
-3-
<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:
-4-
<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
Registered Agent
-5-
EXHIBIT (5)
IMAGING DIAGNOSTIC SYSTEMS, INC.
[Letterhead of Registrant]
February 18, 1997
Imaging Diagnostic Systems, Inc.
6531 N.W. 18th Court
Plantation, FL 33313
Re: Registration Statement on Form S-8
Imaging Diagnostic Systems, Inc.;
INCENTIVE STOCK OPTION PLAN
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 500,000 shares of Common Stock, no
par value (the "Common Stock") underlying the options in the Incentive Stock
Option Plan (the "Plan").
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
Plan, will be validly issued, fully paid and non-assessable.
<PAGE>
Imaging Diagnostic Systems, Inc.
February 18, 1997
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
Peter S. Knezevich
General Counsel
1995 Incentive Stock Option Plan
Imaging Diagnostic Systems, Inc.
1. PURPOSE OF THE PLAN. Under this Stock Option Plan (the "Plan") of
Imaging Diagnostic Systems, Inc. (the "Company") options may be granted to
eligible employees to purchase shares of the Company's capital stock. The plan
is designed to enable the Company to attract, retain and motivate their
employees by providing for or increasing the proprietary interests of such
employees in the Company. The Plan provides for options which qualify as
incentive stock options ("Incentive Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), as well as options which do not
so qualify.
2. STOCK SUBJECT TO PLAN. The maximum number of shares of stock for which
options granted hereunder may be exercised shall be five percent (5%) of the
issued and outstanding shares of common stock without par value, subject to the
adjustments provided in Sections 6 and 11. Shares of stock subject to the
unexercised portions of any options granted under this Plan which expire or
terminate or are canceled may again be subject to options under the Plan.
However, if stock appreciation rights are granted with respect to any options
under this Plan, the total number of shares of stock for which further options
may be granted under this Plan shall be irrevocably reduced not only when there
is an exercise of an option granted under this Plan, but also when such option
is surrendered upon an exercise of a stock appreciation right granted under this
Plan, in either case by the number of shares covered by the portion of such
option which is exercised or surrendered. When the exercise price for an option
granted under this Plan is paid with previously outstanding shares or with
shares as to which the option is being exercised, as permitted in Section 9, the
total number of shares of stock for which further options may be granted under
this Plan shall be irrevocably reduced by the total number of shares for which
such option is thus exercised, without regard to the number of shares received
or retained by the Company in connection with that exercise.
3. ELIGIBLE EMPLOYEES. The employees eligible to be considered for the
grant of options hereunder are "key employees" to be designated by the Board of
Directors in its sole discretion.
4. MINIMUM EXERCISE PRICE. The exercise price for each option granted
pursuant to Section 422 of the IRC shall not be less than 100% of the fair
market value of the stock at the date of the grant of the option and 110% for
those eligible employees that
<PAGE>
own 10% or more of the issued and outstanding shares of common stock of the
Company. Any other option exercise price shall be set by the Board of Directors.
5. NONTRANSFERABILITY. Any option granted under this Plan shall by its
terms be nontransferable by the optionee other than by will or the laws of
descent and distribution and is exercisable during the optionee's lifetime only
by him or by his guardian or legal representative.
6. ADJUSTMENTS. If the outstanding shares of stock of the class then
subject to this Plan are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which options then
outstanding under this Plan may thereafter be exercised. Any such adjustment in
outstanding options shall be made without changing the aggregate exercise price
applicable to the unexercised portions of such options.
7. MAXIMUM OPTION TERM. No option granted under this Plan may be exercised
in whole or in part more than ten (10) years after its date of grant or, in the
case of an eligible employee that owns ten percent (10%) or more of the shares
of common stock that are issued and outstanding, five (5) years after the date
of grant.
8. PLAN DURATION. Options may not be granted under this Plan more than ten
years after the date of the adoption of this Plan, or of shareholder approval
thereof, whichever is earlier.
9. PAYMENT. Payment for stock purchased upon any exercise of an option
granted under this Plan shall be made in full in cash concurrently with such
exercise, except that, if and to the extent the instrument evidencing the option
so provides and if the Company is not then prohibited from purchasing or
acquiring shares of such stock, such payment may be made in whole or in part
with shares of the same class of stock as that then subject to the option,
delivered in lieu of cash concurrently with such exercise, the shares so
delivered to be valued on the basis of the fair market value of the stock
(determined in a manner specified in the instrument evidencing the option) on
the day preceding the date of exercise. If and while payment with stock is
permitted for the exercise of an option granted under this Plan in accordance
with the foregoing provision, the person then entitled to exercise that option
may, in lieu of using previously
<PAGE>
outstanding shares therefor, use some of the shares as to which the option is
then being exercised.
10. ADMINISTRATION. The Plan shall be administered by the Company's board
of directors (the "Board") or, at the discretion of the Board, by a committee
(the "Committee") of not less than two members of the Board each of whom shall
not at any time within one year prior to his service as an administrator of the
Plan or during such service have received a grant or award of equity securities
pursuant to the Plan or any other plan of the Company or any of its affiliates.
The interpretation and construction by the Committee of any term or
provision of the Plan or of any option granted under it shall be final, unless
otherwise determined by the Board in which event such determination by the Board
shall be final. The Committee may from time to time adopt rules and regulations
for carrying out this Plan and, subject to the provisions of this Plan, may
prescribe the form or forms of the instruments evidencing any option granted
under this Plan.
Subject to the provisions of this Plan or, by delegation form the Board,
the Committee, shall have full and final authority in its discretion to select
the employees to be granted options, to grant such options and to determine the
number of shares to be subject thereto, the exercise prices, the terms of
exercise, expiration dates and other pertinent provisions thereof.
11. CORPORATE REORGANIZATIONS. Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company as a
result of which the outstanding securities of the class then subject to options
hereunder are changed into or exchanged for cash or property or securities not
of the Company's issue, or any combination thereof, or upon a sale of
substantially all the property of the Company to, or the acquisition of stock of
the representing more than eighty percent (80%) of the voting power of the stock
of the Company then outstanding by, another corporation or person, the Plan
shall terminate, and all options theretofore granted hereunder shall terminate,
unless provision be made in writing in connection with such transaction for the
continuance of the Plan and/or for the assumption of options theretofore
granted, or the substitution for such options of options covering the stock of a
successor employer corporation, or a parent or a subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, in which
event the Plan and options theretofore granted shall continue in the manner and
under the terms so provided. If the Plan and unexercised options shall terminate
pursuant to the foregoing sentence, all persons entitled to exercise any
unexercised portions of options then outstanding shall have the right, at such
time prior to the consummation of the transaction
<PAGE>
causing such termination as the Company shall designate, to exercise the
unexercised portions of this Option, including the portions thereof which would,
but for this Section entitled "Corporate Reorganization," not yet be
exercisable. The instrument evidencing any options may also provide for such
acceleration of otherwise unexercisable portions of the option upon other
specified events or occurrences, such as involuntary terminations of the option
holder's employment following certain changes in the control of the Company.
12. STOCK APPRECIATION RIGHTS. If the instrument evidencing the option so
provides, an option granted under this Plan (herein sometimes referred to as the
"corresponding option") may include the right (a "Stock Appreciation Right") to
receive an amount equal to some or all of the excess of the fair market value
(determined in a manner specified in the instrument evidencing the corresponding
option) of the shares subject to unexercised portions of the corresponding
option over the aggregate exercise price for such shares under the corresponding
option as of the date the Stock Appreciation Right is granted. The amount
payable upon exercise of a Stock Appreciation Right may be settled by payment in
cash or in shares of the class then subject to this Option (valued on the basis
of their Fair Market Value on the date of the Stock Appreciation Right is
exercised), or in a combination of cash and such shares so valued
No Stock Appreciation Right may be exercised, in whole or in part, (a)
other than in connection with the contemporaneous surrender without exercise of
such corresponding option or the portion thereof that corresponds to the portion
of the Stock Appreciation Right being exercised, or (b) except to the extent
that the corresponding option or such portion thereof is exercising on the date
of the exercise of the Stock Appreciation Right by the person exercising the
Stock Appreciation Right, or (c) unless the class of stock then subject to this
Option is then Publicly Traded(as defined herein below). For purposes of this
paragraph "Publicly Traded" shares are those which are listed or admitted to
unlisted trading privileges on a national securities exchange or as to which
sales or bid and offer quotations are reported in the automated quotation system
("NASDAQ") operated by the NASD, or the OTC Bulletin Board.
13. RESTRICTED STOCK. If the instrument evidencing the option so provides,
shares of stock issued on exercise of an option granted under this Plan may upon
issuance be subject to the following restrictions (and, as used herein,
"restricted stock" means shares issued on exercise of options granted under this
Plan which are still subject to restrictions imposed under this Section 13 that
have not yet expired or terminated):
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(a) shares of restricted stock may not be sold or otherwise transferred
or hypothecated;
(b) if the employment of the holder of shares of restricted stock with
Company is terminated for any reason other than his death, normal or early
retirement in accordance with his employer's established retirement policies or
practices, or total disability, the Company shall have the option for sixty (60)
days after such termination of employment to purchase for cash all or any part
of his restricted stock at the lesser of (i) the price paid therefor by the
holder, or (ii) the fair market value of the restricted stock on the date of
such termination of employment (determined in a manner specified in the
instrument evidencing the option); and,
(c) as to the shares of stock affected thereby, any additional
restrictions that may be imposed on particular shares of restricted stock as
specified in the instrument evidencing the option.
The restrictions imposed under this Section 13 shall apply as well to all
shares of other securities issued in respect of restricted stock in connection
with any stock split, reverse stock split, stock dividend, recapitalization,
reclassification, spin-off, merger, consolidation or reorganization, but such
restrictions shall expire or terminate at such time or times as shall be
specified therefor in the instrument evidencing the option which provides for
the restrictions.
14. FINANCIAL ASSISTANCE. The Company is vested with authority under this
Plan to assist any employee to whom an option is granted hereunder in the
payment of the purchase price payable on exercise of that option, by lending the
amount of such purchase price to such employee on such terms and at such rates
of interest and upon such security as shall have authorized by or under
authority of the Board.
15. AMENDMENT AND TERMINATION. The Board may alter, amend, suspend or
terminate this Plan, provided that no such action shall deprive an optionee,
without his consent, of any option granted to the optionee pursuant to this Plan
or any of his rights under such option. Except as herein provided, no such
action of the Board, unless taken with approval of the shareholders of the
Company, may:
(a) increase the maximum number of shares for which options granted
under this Plan may be exercised;
(b) reduce the minimum permissible exercise price;
(c) extend the ten-year duration of this Plan set forth herein; or
(d) alter the class of employees eligible to receive options under the
Plan.
EXHIBIT (23.1)
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-8 of our report dated July 24, 1996,
which appears on page F-1 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
February 20, 1997
