As filed with the Securities and Exchange Commission on January 19, 2000
File No.___________
_______________________________________________________________________________
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.
(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
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Incentive Stock Option Plan
(Full title of the plan)
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Linda B. Grable
President
6531 NW 18th Court
Plantation, Florida 33313
(954)581-9800
(Name and address of agent of service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Max. Proposed Max
Securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share(1) offering price(1) Registration fee(1)
<S> <C> <C> <C> <C>
Common Stock 500,000 $1.88 $940,000 $284.85
(no par value)
</TABLE>
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to rule 457(h) under the securities Act 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 us 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) Our latest annual report filed pursuant to Section 13(a) or 15(d) of
the Exchange Act, or, in our case, 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 our latest fiscal year
for which statement have been filed or (2) our effective registration statement
on Form 10-SB or 30F filed under the Exchange Act containing audited financial
statements for our latest fiscal year.
(2) All reports and documents filed by us 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 our common stock 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 our
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>
ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL
Adam K. Feldman, Esq. has rendered an opinion on the validity of the securities
being registered. Mr. Feldman is a counsel to 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 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.
<PAGE>
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.
(5.1) Opinion dated January 19, 2000, of Adam K. Feldman, Esq. relating
to the issuance of shares of Common Stock pursuant to the Incentive Stock Option
Plan.
(10.3) 1995 Incentive Stock Option Plan of Imaging Diagnostic Systems, Inc.
(24.1) Consent of Adam K. Feldman, Esq. included in the opinion filed as
exhibit (5) hereto.
(24.2) 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,
<PAGE>
(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 19th day
of January, 2000.
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,
Director and President
Dated: January 19, 2000
By: /s/Allan L. Schwartz
Allan L. Schwartz
Director and Executive Vice-President
Dated: January 19, 2000
By: /s/Richard J. Grable
Richard J. Grable
Director and Chief Executive Officer
Dated: January 19, 2000
<PAGE>
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.
<PAGE>
EXHIBIT (5.1)
IMAGING DIAGNOSTIC SYSTEMS, INC.
[Letterhead of Adam K. Feldman, Attorney at Law]
January 19, 2000
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 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.
January 19, 2000
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/Adam K. Feldman
Adam K. Feldman, Esq.
<PAGE>
EXHIBIT (10.3)
IMAGING DIAGNOSTIC SYSTEMS, INC.
1995 Incentive Stock Option Plan of
Imaging Diagnostic Systems, Inc.
<PAGE>
EXHIBIT (24.1)
IMAGING DIAGNOSTIC SYSTEMS, INC.
Consent of Adam K. Feldman, Esq. included in the opinion filed as exhibit (5.1)
hereto.
<PAGE>
EXHIBIT (24.2)
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-8 of our report dated August 31, 1999,
which appears on page F-1 of our financial statements included in the
Imaging Diagnostic Systems, Inc. Form 10-KSB, dated October 11, 1999.
/S/Margolies, Fink and Wichrowski
MARGOLIES, FINK AND WICHROWSKI
Certified Public Accountants
Pompano Beach, Florida
January 19, 2000
