As filed with the Securities and Exchange Commission on August __, 1997
File No. 333-___________
- --------------------------------------------------------------------------------
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
------- ----------
(State or other jurisdiction of (IRS Employer Ident. 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
-----------------
Consultant Service Agreement
(Full title of the plan)
-----------------
Linda B. Grable
6531 NW 18th Court
Plantation, Florida 33313
(Name and address of agent of service)
<PAGE>
2
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Max. Proposed Max.
Title of securities Account to be offering price aggregate offering Amount of
to be registered registered(1) per share(1) price(1) registration fee(1)
Common Stock 500,000 $2.05 $1,025,000.00 $311.00
(no per value)
</TABLE>
(1) Pursuant to Rule 457(h)(1) and (c), the average of the bid and asked
price of the Registrant's Common Stock in the over-the-counter market on
August 19, 1997, was $2.05. The registration fee represents the minimum
prescribed fee.
<PAGE>
3
IMAGING DIAGNOSTIC SYSTEMS, INC.
PART II
INFORMATION REQUIRED FOR THE REGISTRATION STATEMENT
---------------------------------------------------
ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The document 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
from 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
latest prospectus filed pursuant to Rule 429(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 statements have been filed or (2) the
Company's effective registration statement on Form 10-SB or 30F filed under the
Exchange Act containing audited financial 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, including
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 Statement 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 preemptive, subscription nor
conversion rights and is not redeemable by the Registrant.
<PAGE>
4
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 and vice president. He receives a salary from the Company. Mr. Knezevich
currently owns 263,657 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 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
<PAGE>
5
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 August 20, 1997, of Peter S. Knezevich,
Esq. relating to the issuance of shares of Common Stock
pursuant to the Consultant Service Agreement.
(24.1) Consent of Peter S. Knezevich, Esq. included in the opinion
filed as exhibit (5) hereto.
(24.1) 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
<PAGE>
6
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-effective 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 against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
7
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 Plantation and the State of Florida, on the 20th day
of August, 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: August 20, 1997
By: /s/ Allan L. Schwartz
---------------------
Allan L. Schwartz
Director and Executive Vice-President
Dated: August 20, 1997
By: /s/ Richard J. Grable
---------------------
Richard J. Grable
Director and Chief Executive Officer
Dated: August 20, 1997
<PAGE>
EXHIBIT (4)(i)
IMAGING DIAGNOSTIC SYSTEMS, INC.
(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.
<PAGE>
EXHIBIT (5)
IMAGING DIAGNOSTIC SYSTEMS, INC.
[Letterhead of Registrant]
August 20, 1997
Imaging Diagnostic Systems, Inc.
6531 N. 18th Court
Plantation, FL 33313
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 500,000 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>
10
Imaging Diagnostic Systems, Inc.
August 20, 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
<PAGE>
EXHIBIT (24.1)
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, Fink and Wichrowski
----------------------------------
MARGOLIES, FINK AND WICHROWSKI
Pompano Beach, Florida
August 20, 1997
<PAGE>
EXHIBIT (24.1)
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 January 20, 1997, which appears on
page F-1 of our financial statements included in the Imaging Diagnostic Systems,
Inc. Form S-1/A dated July 3, 1997
/s/ Margolies, Fink and Wichrowski
------------------------------
MARGOLIES, FINK AND WICHROWSKI
Pompano Beach, Florida
August 20, 1997
