As filed with the Securities and Exchange Commission on October 24, 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 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
----------------
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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered registered offering price offering price registration fee
per share
Common Stock 66,000 $1.65(1) $108,900(1)
(no par
value)
Common Stock
(no par
value)
underlying 100,000 $1.20 $120,000
options
TOTAL 166,000 $2.85 $228,900 $100(2)
</TABLE>
(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 22,1997, was $1.65.
(2) The registration fee represents the minimum prescribed fee.
<PAGE>
IMAGING DIAGNOSTIC SYSTEMS, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGUALTION S-K
---------------------------------------------------------------
Form S-8 Number and Caption Caption in Prospectus
--------------------------- ---------------------
1. Forepart of Registration Facing page of Registration
Statement and Outiside Statement and Cover Page of
Cover Page Prospectus
2. Inside Front and Outside Inside Cover Page of
Back Cover Pages of Prospectus and Outside
Prospectus Cover Page of Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holder
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holder
9. Description of Securities Description of Securities;
to be registered Grant of Options to Purchase
Stock; Service Agreement
10. Interests of Named Experts Not Applicable
and Counsel
11. Material Changes Not Applicable
12. Incorporate of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Indemnification
Position on Indemnification
of Securities Act Liabilities
PROSPECTUS
IMAGING DIAGNOSTIC SYSTEMS, INC.
166,000 Shares of Common Stock
(No par value)
To be Issued Pursuant to the Company's
Consultant Service Agreement
This Prospectus is part of a Registration Statement which registers and
aggregate 166,000 shares of Common Stock, no par value ("Common Stock")
of Imaging Diagnostic Systems, Inc. (the "Company") which may be
issued, pursuant to a Consultant Service Agreement (the "Agreement").
The Company has been advised by the service provider that they may sell
all or a portion of its shares of Common Stock from time to time in the
over-the-counter market in negotiated transactions, directly or through
brokers or otherwise, and that such shares will be sold at market
prices prevailing at the time of such sales or at negotiated prices.
No person has been authorized by the Company to give any information or
to make any representation other than as contained in the Prospectus,
and if given or made, such information or representation must not be
relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any distribution of the shares of
Common Stock shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the
date hereof.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
This Prospectus does not constitute an offer to sell
securities in any state to any person to whom it is unlawful
to make such offer in such state.
The date of this Prospectus is October 23, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
NW., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, NW., Washington, D.C. 20549. The Company's
Common Stock is traded the NASDAQ Electronic Bulletin Board under the symbol
"IMDS".
The Company has filed with the Commission a Registration Statement on
form S-8 (the Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 166,000 shares of the
Company's Common Stock, to be issued to a consultant to the Company pursuant to
a Consultant Service Agreement. This Prospectus, which is Part I of the
Registration Statement, omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
Common Stock offered by this prospectus, reference is made to the Registration
Statement, including the exhibits thereto. Statements in this Prospectus as to
any document are not necessarily complete, and where any such document is an
exhibit to the Registration Statement or is incorporated by reference herein,
each such statement is qualified in all respects by the provisions of such
exhibit or other document, to which reference is hereby made, for a full
statement of the provisions thereof. A copy of the Registration Statement, with
exhibits, may be obtained from the Commission's office in Washington, D.C. (at
the above address) upon payment of the fees prescribed by the rules and
regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a
part hereof:
1. The Company's 10-KSB dated September 26,1997;
2. The Company's Registration Statement on Form S-1, as
amended, dated July 25, 1997;
3. The Company's 1997 Proxy Statement; and,
4. All reports and documents filed by the Company pursuant to
Section 13, 14, or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the respective date of filing of such documents. Any statement
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute
part of this Prospectus. The Company hereby undertakes to
provide without charge to each person, including any
beneficial owner, to whom a copy of the Prospectus has been
delivered, or the written request of any such person, a copy
of any and all of the documents referred to above which have
been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents. 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.
5. Consultant Service Agreement
THE COMPANY
General
Imaging Diagnostic Systems, Inc.(the"Company") is a developmental stage
company. Since its inception (December 10, 1993), the Company has been engaged
in the research and development of its cancer detection technology and
developing, for commercial application its Computed Tomography Laser Mammography
(CTLMTM)device.
The CTLM is a device for detecting breast cancer through the skin in a
non-invasive and objective procedure. The CTLM employs a high-speed femto-second
pulsed titanium sapphire laser and proprietary scanning geometry and
reconstruction algorithms to detect and analyze masses in the breast for indicia
of malignancy or benignancy. The combination and incorporation of the foregoing
components into a device provide for enhanced diagnostic capabilities which the
company believes are superior to standard mammography diagnostic tools such as
ultra-sound and mammography. Based upon the known optical properties of benign
and malignant tissues (whether and to what extent light is impeded as it passes
through the tissue and the measurement of the impedance), the CTLM device is
designed to provide both the physician and patient with immediate, on-site,
objective interpretation and determination of further clinical work-up.
Accordingly, the Company believes that the CTLM, will improve early diagnosis,
reduce diagnostic uncertainty and decrease the number of biopsies performed on
benign lesions. In addition, the CTLMTM device does not expose the patient to
ionizing radiation or the breast to painful compression. Which the Company
believes are the contributing factors that contribute to a portion of the
patient population not obtaining a conventional mammogram.
During the first year of operations, the Company researched the
interaction between high speed, rapid pulsed (Ti:Sapphire) laser technology and
various detection technologies associated with standard computed tomographic
("CT") schemes. Using this research the Company developed the first prototype of
the CTLMTM able to create images of a breast. The Company refined various
software and hardware configurations and components of the prototype based on
these first images, and filed a patent in June 1995. During this period of time
there were further advances in laser technology effecting the size and stability
of the laser component. The Company capitalized upon these advances by
purchasing a laser package manufactured by Spectra-Physics, Inc. and
incorporating it into the CTLMTM. On December 12, 1995, the Company had a
preliminary meeting with the Food and Drug Administration to discuss the
approach the Company would need to take to obtain marketing clearance for its
CTLMTM device. The Company was advised that it would need to submit for approval
a pre-market approval application ("PMA") in order to obtain marketing clearance
for the device. Further, the Company also needed to submit an investigational
device exemption ("IDE") application to the FDA in order to commence human
clinical trials of the device. The Company submitted its IDE application on
January 8, 1996, and it was approved February 9, 1996. During calendar year
1996, among otherdevelopments, the Company further refined the detection scheme
and laser power configuration in order to obtain substantially better image
quality. In order to incorporate the changes into the CTLMTM the Company was
required to submit an amendment to its IDE application. In November, 1996 the
Company installed its first CTLMTM device at the Strax Breast Diagnostic Center.
On June 12, 1997, the Company was advised by patent counsel that the
patent filed June 5, 1995, "Diagnostic Tomographic Laser Imaging Apparatus" was
granted with 7 independent and 16 subordinate claims.
The competition for developing a commercial device utilizing computed
tomography techniques and laser technology is difficult to ascertain given the
proprietary nature of the technology. There are a significant number of academic
institutions involved in various areas of research involving "optical medical
imaging" which is a shorthand description of the technology the Company's CTLMTM
device utilizes. A brief list of the most prestigious of these institutions
includes the University of Pennsylvania, The City College of New York, and
University College London. Two of these institutions have granted licenses on
certain patented technologies to two companies: University of Pennsylvania -
Non-Invasive Technologies; City College of New York - MediScience, Inc.
The market in which the Company intends to participate is highly
competitive. Many companies may succeed in developing products that are more
effective or less costly than the Company's products or such companies may be
successful in manufacturing and marketing their products than the Company.
Physicians using imaging equipment such as x-ray mammography equipment,
ultrasound or high frequency ultrasound systems, Magnetic Resonance Imaging
(MRI) systems, and thermography, diaphonography and transilluminational devices
may be reluctant to the CTLMTM. Currently, mammography is the most popular
choice for the detection of breast cancer. The Company's ability to sell the
CTLMTM device to medical facilities will, in part, be dependent on the Company's
ability to demonstrate the clinical utility of the CTLMTM device as an adjunct
to mammography and physical examination as well as the CTLMTM's advantages over
other available diagnostic tests.
To date, due to the necessity of complying with all applicable United
States government regulations, the Company has not begun to market or sell the
CTLMTM and therefore has not generated revenues from the commercialization of
the CTLMTM. From inception to June 30, 1997 the Company has sustained
accumulated losses of $16,288,314. The Company's results may vary significantly
from period to period depending on several factors, such as the timing of
certain expenses and the progress of the Company's research and development and
commercialization programs, all of which may be affected by the availability of
funds.
FEDERAL INCOME TAX EFFECTS
A person who receives shares of the Company in exchange for services
rendered will recognize taxable income on the date of the reciept of the shares
based on the fair market value of the Common Stock.
RESTRICTIONS UNDER SECURITIES LAW
The sale of any shares of Common Stock must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
shareholders of the Company, as well as certain other persons or parties whom
may be deemed "affiliates" of the Company under the Federal Securities Laws,
should be aware that shares acquired by affiliates are subject to certain resale
limitation imposed by Rule 144. Officers, directors and 10% or greater
shareholders are also subject to the "short swing" profit rule under Section
16(b) of the Securities Exchange Act of 1934. Section 16(b) of the Exchange Act
generally provides that if any officer, director or 10% and greater shareholder
sold any Common Stock of the Company acquired pursuant to the exercise of a
stock option, he would generally be required to pay any "profits" resulting from
the sale of the stock and receipt of the stock option. Section 16(b) exempts all
warrant exercises from being treated as purchases and, instead, treats a warrant
grant as a purchase of an underlying security, which grant/purchase may be
matched with the sale of the underlying security within six months of the date
of grant.
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 50,000,000 shares of
stock of which 48,000,000 shares are common stock no par value and 2,000,000
shares are preferred, no par value. As of October 22, 1997, there were
28,458,167 and 660 shares of common and preferred stock, respectively,issued and
outstanding.
Common Stock
Subject to the dividend rights of holders of Preferred Stock, if any,
holders of shares of Common Stock are entitled to share, on a ratable basis,
such dividends as may be declared by the Board of Directors out of funds legally
available therefor. Upon liquidation, dissolution or winding up of the Company,
after payment to creditors and holders of Preferred Stock that may be
outstanding, the assets of the Company will be divided pro rata on a per share
basis among the holders of the Common Stock.
Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights. The By-laws of the
Company require that only a majority of the issued and outstanding shares of
Common Stock of the Company need be represented to constitute a quorum and to
transact business at a shareholder's meeting. The Common Stock has no
preemptive, subscription or conversion rights and is not redeemable by the
Company.
Preferred Stock
The shares of preferred stock may be issued from time to time in series and
that 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 New Jersey 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.
NASDAQ
The Company's Common Stock is traded on the NASDAQ electronic bulletin
board under the symbol "IMDS".
TRANSFER AGENT
The Transfer Agent for the shares of Common Stock is Jersey Transfer &
Trust, 201 Bloomfield Avenue, Verona, New Jersey 07044, (201) 239-2712.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Rebecca J. Del Medico, Esq.,
General Counsel of the Company.
EXPERTS
The financial statements of the Company appearing in Company's Form
10-KSB for the period ended June 30, 1997, have been audited by Margolies,Fink
and Wichowski, independent certified public accountants, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Margolies, Fink, and Wichowski pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
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
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.
<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 latest 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 preemptive, subscription
nor conversion rights and is not redeemable by the Registrant.
ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL
-------------------------------------
Not Applicable
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 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 23, 1997, of Rebecca J. Del Medico Esq.
relating to the issuance of shares of Common Stock pursuant to the Consultant
Service Agreement.
(23) Consent of Rebecca J. Del Medico, 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-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>
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 23rd day
of October, 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: October 23, 1997
By: /s/Allan L. Schwartz
--------------------
Allan L. Schwartz
Director and Executive Vice-President
Dated: October 23, 1997
By: /s/Richard J. Grable
--------------------
Richard J. Grable
Director and Chief Executive Officer
Dated: October 23, 1997
EXHIBIT
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.
EXHIBIT (5)
IMAGING DIAGNOSTIC SYSTEMS, INC.
[Letterhead of Registrant]
October 23, 1997
Imaging Diagnostic Systems, Inc.
6531 N.W. 18th Court
Plantation, FL 33313
Re: Registration Statement on Form S-8/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 an aggregate of 166,000 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.
I hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
/s/Rebecca J. Del Medico
Rebecca J. Del Medico
General Counsel
EXHIBIT
IMAGING DIAGNOSTIC SYSTEMS, INC.
(23) Consent of Rebecca J. Del Medico, Esq. included in the opinion
filed as exhibit (5) hereto.
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 August 6, 1997,
which appears on page F-1 of our financial statements included in the
Imaging Diagnostic Systems, Inc. Form 10-KSB dated September 26, 1997
/S/Margolies, Fink and Wichrowski
MARGOLIES, FINK AND WICHROWSKI
Pompano Beach, Florida
October 23, 1997
