As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. _______
---------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OAK TREE MEDICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 02-0401674
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1111 PARK CENTER BOULEVARD, SUITE 340, MIAMI, FLORIDA 33169 (305)
624-0007 (Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
AGREEMENT BETWEEN OAK TREE MEDICAL SYSTEMS, INC.
AND DONALD STIFFLER
(Full title of the plan)
RICHARD P. GREENE, P.A.
2455 EAST SUNRISE BOULEVARD, SUITE 905
FT. LAUDERDALE, FLORIDA 33304 (954) 564-6616
(Address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price per Aggregate Registration
be Registered Registered Share/Option Offering Price Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock (1) 10,000 $7.63 $76,300 $26.31 (2)
TOTAL $100.00 (2)
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares issuable under certain conditions to Donald Stiffler.
(2) The Registration Fee is calculated in accordance with Rule 457(g). The
minimum filing fee of $100 is provided.
<PAGE>
PART I
ITEM 1. PLAN INFORMATION.
Not applicable.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not applicable.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended May 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended February 29, 1996;
(c) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement that registers securities covered
hereunder that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 25,000,000 shares of common stock, $.01 par value,
and 10,000,000 shares of preferred stock, $.001 par value, of which 2,537,696
shares of 1:8 post reverse split common stock are issued and outstanding and
294,910 shares of old common stock are outstanding, pending exchange for post-
split certificates.
Holders of the Company's Common Stock are entitled to one vote per share
on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common
2
<PAGE>
Stock will be able to elect the entire board of directors and, if they do so,
minority shareholders would not be able to elect any members to the board of
directors. The Company's board of directors has authority, without action by the
Company's shareholders, to issue all or any portion of the authorized but
unissued shares of Common Stock, which would reduce the percentage ownership of
the Company of its shareholders and which would dilute the book value of the
Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the shares of Common Stock are entitled to share equally in
corporate assets after the satisfaction of all liabilities. Holders of Common
Stock are entitled to receive such dividends as the board of directors may from
time to time declare out of funds legally available for the payment of
dividends. During the last two fiscal years the Company has not paid cash
dividends on its Common Stock and does not anticipate that it will pay cash
dividends in the foreseeable future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant is a Delaware corporation. The General Corporation Law of
the State of Delaware provides authority for broad indemnification of directors,
officers, employees and agents.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
3
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
3.1 Certificate of Amendment to Certificates of
Incorporation
3.2 By-laws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Agreement between the Registrant and Donald Stiffler, dated
November 30, 1995
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Simon Krowitz Bolin and Associates, P.A.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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 that time shall be deemed to be
the initial bona fide offering thereof.
4
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 the payment by the
Registrant 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 final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing the Registration Statement on 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 Miami, State of Florida
on this 29th day of August, 1996.
OAK TREE MEDICAL SYSTEMS, INC.
By: /s/ IRWIN BOSH STACK
------------------------------
Irwin Bosh Stack, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C> <C>
/s/ IRWIN BOSH STACK Chairman of the Board, Chief August 29, 1996
- ---------------------------- Operating Officer, Secretary
Irwin Bosh Stack and Director
/s/ MICHAEL J. GERBER President and Director August 29, 1996
- ----------------------------
Michael J. Gerber
/s/ HENRY DUBBIN Vice Chairman of the Board, August 29, 1996
- ----------------------------- Vice President and Director
Henry Dubbin
</TABLE>
6
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
3.1 Certificate of Amendment to Certificates of
Incorporation
3.2 By-laws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Agreement between the Registrant and Donald Stiffler,
dated November 30, 1995
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Simon Krowitz Bolin and Associates, P.A.
EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
-----------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "OAK TREE CONSTRUCTION COMPUTERS, INC." CHANGING ITS NAME FROM "OAK TREE
CONSTRUCTION COMPUTERS, INC. TO "OAK TREE MEDICAL SYSTEMS, INC.", FILED IN THIS
OFFICE ON THE FIRST DAY OF AUGUST, A.D. 1994, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
[GREAT SEAL OF THE STATE OF DELAWARE
LIBERTY AND INDEPENDENCE]
SECRETARY'S /s/ EDWARD J. FREEL
OFFICE ------------------------------------
CORP SEAL EDWARD J. FREEL, SECRETARY OF STATE
1793-1855
DELAWARE AUTHENTICATION:
2092032 8100 DATE 7197059
944141867 08-01-94
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Oak Tree Construction Computers, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the Certificate of Incorporation of Oak Tree
Construction Computers, Inc. be amended by changing the FIRST
Article thereof so that, as amended, said Article shall be and
read as follows:
"FIRST: The name of the corporation is Oak Tree Medical
Systems, Inc."
SECOND: That the Certificate of Incorporation of Oak Tree
Construction Computers, Inc. be amended further by changing the
FOURTH Article thereof so that, as amended, said Article shall be
and read as follows:
"FOURTH: The corporation is authorized to issue
200,000,000 shares of $.01 par value common stock and
10,000,000 shares of $.001 par value preferred stock. The
preferred stock may be issued from time to time in one or
more series. The Board of Directors of the corporation is
hereby expressly authorized to - provide, by resolution
or resolutions duly adopted by it prior to issuance, for
the creation of each such series and to fix the
designations and the powers, preferences, rights,
qualifications, limitations and restrictions relating to
the shares of each such series. The authority of the
Board of Directors with respect to each series of
preferred stock shall include, but not be limited to,
determining the following:
(a) the designation of such series, the number of
shares to constitute such series and the stated
value thereof if different from the par value
thereof;
(b) whether the shares of such series shall have
voting rights, in addition to any voting rights
provided by law, and, if so, the terms of such
voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative,
and if so, from what dates, the conditions and
dates upon which such dividends
<PAGE>
shall be payable, and the preference or relation
which such dividends shall bear to the dividends
payable on any shares of stock of any other class
or any other series of preferred stock;
(d) whether the shares of such series shall be subject
to redemption by the corporation, and if so, the
times, prices and other conditions of such
redemption;
(e) the amount or amounts payable upon shares of such
series upon, and the rights of the holders of such
series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon
any distribution of the assets of the corporation.
(f) whether the shares of such series shall be subject
to the operation of a retirement or sinking fund
and, if so, to the extent to and manner in which
any such retirement or sinking fund shall be
applied to the purchase or redemption of the
shares of such series for retirement or other
corporate purposes and the terms and provisions
relating to the operation thereof;
(g) whether the shares of such series shall be
convertible into, or exchangeable for, shares of
stock of any other class or - any other series of
preferred stock or any other securities and, if
so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of
adjusting the same, and any other terms and
conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be
effective while any shares of such series are
outstanding upon the payment of dividends or the
making of other distributions on, and upon the
purchase, redemption or other acquisition by the
corporation of, the common stock or shares of
stock of any other class or any other series of
preferred stock.
(i) the conditions or restrictions, if any, upon the
creation of indebtedness of the corporation or
upon the issue of any additional stock, including
additional shares of such series or of any other
series of preferred stock or of any other class;
and
2
<PAGE>
(j) any other powers, preferences and relative,
participating, optional and other special rights,
and any qualifications, limitations and
restrictions, thereof.
The powers, preferences and relative, participating
optional and other special rights of each series of
preferred stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of
any and all other series at any time outstanding. All
shares of any one series of preferred stock shall be
identical in all respects with all other shares of such
series, except that shares of any one series issued at
different times may differ as to the dates from which
dividends thereof shall be cumulative.
THIRD: That in lieu of a meeting and vote of stockholders, the
stockholders representing 72.3% of the outstanding Common Stock
of the Corporation have given written consent to said amendment
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware and written notice of
the adoption of the amendment has been given as provided in
Section 228 of the General Corporation Law of the State of
Delaware to every stockholder entitled to such notice.
FOURTH: That the aforesaid amendment was duly adopted in
accordance with applicable provisions of Sections 242 and 228 of
the General Corporation Law of the State of Delaware. . . .
IN WITNESS WHEREOF, said corporation has caused this certificate
to be signed by Dr. Edward Goldman, its President, and attested by Mr. Irwin
Bosh Stack, its Secretary, this 1st of August, 1994.
OAK TREE CONSTRUCTION COMPUTERS, INC.
By: /s/ EDWARD GOLDMAN
----------------------
Dr. Edward Goldman, President
ATTEST:
BY /s/ IRWIN BOSH STACK, SECY
--------------------------
Irwin Bosh Stack, Secretary
3
<PAGE>
PAGE 1
STATE OF DELAWARE
[LOGO]
OFFICE OF SECRETARY OF STATE
------------------------
I, MICHAEL HARKINS SECRETARY OF STATE OF THE STATE 0F DELAWARE D0 HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF OAK TREE CONSTRUCTION COMPUTERS INC. FILED IN THIS OFFICE ON
THE TWENTY-SEVENTH DAY OF MAY, A.D. 1986, AT 9 0'CLOCK A.M.
/s/ MICHAEL HARKINS
-----------------------------------
DEPARTMENT OF STATE Michael Harkins, Secretary of State
OFFICE OF THE SECRETARY
OF STATE DELAWARE AUTHENTICATION: 0832205
SEAL
861470163 DATE: 05/27/1986
<PAGE>
CERTIFICATE OF INCORPORATION
OF
OAK TREE CONSTRUCTION COMPUTERS, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is Oak Tree Construction
Computers, Inc.
SECOND: The registered office of the corporation is to be located
at 229 South State Street, in the City of Dover, in the County of Kent, in the
State of Delaware. The name of its registered agent at that address is the
United States Corporation Company.
THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of common stock which the
corporation is authorized to issue is 10,000,000, $.01 par value.
FIFTH: The name and address of the sole incorporator is as
follows:
<PAGE>
NAME ADDRESS
---- -------
Stephen A. Ollendorff 405 Lexington Avenue
New York, NY 10174
SIXTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the powers of the corporation
and of its directors and stockholders:
(1) The number of directors of the corporation shall be such as
from time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the assent or
vote of the stockholders:
(a) To make, alter, amend, change, add to or repeal the
by-laws of the corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and liens upon
all or any party of the property of the corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
(b) to determine from time to time whether, and to what extent
and at what times and places, and under what conditions and regulations, the
accounts and books of the corporation
-2-
<PAGE>
(other than the Stock Ledger) or any of them, shall be open to the inspection
of the stockholders.
(3) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it had been approved or ratified by every
stockholder of the corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors' interest, or for any
other reason.
(4) In addition to the powers and authorities herein before or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation, subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
-3-
<PAGE>
SEVENTH: The corporation shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: Whenever a compromise or arrangement is proposed between
the corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 279 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
corporation under the provisions of Section 279 of Title 8 of the Delaware Code
- - order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
corporation, as the case may be, agree to compromise or arrangement and to any
reorganization of the corporation as consequence of such compromise mice or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the
-4-
<PAGE>
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the corporation, as the case may be, and also on the
corporation.
NINTH: The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stock holders, directors and officers are subject to this reserved
power.
The undersigned incorporator affirms that the statements made
herein are true under the penalties of perjury and executes this Certificate of
Incorporation the 22nd day of May, 1986.
/s/ STEPHEN A. OLLENDORFF
--------------------------
Stephen A. 0LLENDORFF
-5-
EXHIBIT 3.2
OAK TREE CONSTRUCTION COMPUTERS, INC.
BY-LAWS
ARTICLE I
OFFICES
1. The location of the registered office of the Corporation in
the State of Delaware is 229 South State Street, in the City of Dover, County of
Kent, and the name of its registered agent at such address is the United States
Corporation Company.
2. The Corporation shall in addition to its registered office
in the State of Delaware establish and maintain an office or offices at such
place or places as the Board of Directors may from time to time find necessary
or desirable.
ARTICLE II
CORPORATE SEAL
The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation and may be in such form as the Board of
Directors may determine. Such seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
ARTICLE III
MEETINGS OF STOCKHOLDERS
1. All meetings of the stockholders shall be held at the
registered office of the Corporation in the State of Delaware
<PAGE>
or at such other place or places as shall be determined from time to time by the
Board of Directors.
2. The annual meeting of stockholders shall be held during the
month of June in each year at a date to be determined by the Board of Directors,
commencing in 1987, or on such other day or at such other time as may be
determined from time to time by resolution of the Board of Directors, when they
shall elect by plurality vote, a Board of Directors to hold office until the
annual meeting of stockholders held next after their election and their
successors are respectively elected and qualified or until their earlier
resignation or removal. Any other proper business may be transacted at the
annual meeting.
3. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings or the stockholders for the
transaction of business, except as otherwise expressly provided by statute, by
the Certificate of Incorporation or by these By-laws. If, however, such majority
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting (except as otherwise provided by statute). At such
adjourned meeting at which the requisite amount of voting stock shall be
represented any business may be transacted which might have been transacted at
the meeting as originally notified.
- 2 -
<PAGE>
4. At all meetings of the stockholders each stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder and bearing a date not
more than three years prior to said meeting, unless such instrument provides for
a longer period.
5. At each meeting of the stockholders each stockholder shall
have one vote for each share of capital stock having voting power, registered in
his name on the books of the Corporation at the record date fixed in accordance
with these Bylaw, or otherwise determined, with respect to such meeting. Except
as otherwise expressly provided by statute, by the Certificate of Incorporation
or by these By-laws, all matters coming before any meeting of the stockholders
shall be decided by the vote of a majority of the number of shares of stock
present in person or represented by proxy at such meeting and entitled to vote
thereat, a quorum being present.
6. Notice of each meeting of the stockholders shall be mailed
to each stockholder entitled to vote thereat not less than 10 nor more than 60
days before the date of the meeting. Such notice shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purposes for
which the meeting is called.
7. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the President
or Secretary at the request in writing
- 3 -
<PAGE>
or by vote of a majority of the Board of Directors, or at the request in writing
of stockholders owning a majority of the amount of the entire capital stock of
the Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
8. Business transacted at each special meeting shall be
confined to the purpose or purposes stated in the notice of such meeting.
9. The order of business at each meeting of stockholders shall
be determined by the presiding officer.
ARTICLE IV
DIRECTORS
1. The business and affairs of the Corporation shall be managed
under the direction of a Board of Directors, which may exercise all such powers
and authority for and on behalf of the Corporation as shall be permitted by law,
the Certificate of Incorporation or these By-laws. Each of the directors shall
hold office until the next annual meeting of stockholders and until his
successor has been elected and qualified or until his earlier resignation or
removal.
2. The Board of Directors may hold their meetings within or
outside of the State of Delaware, at such place or places as it may from time to
time determine.
3. The number of directors comprising the Board of Directors
shall be such number, not to exceed nine or be less than two, as may be from
time to time fixed by resolution of the
- 4 -
<PAGE>
Board of Directors. In case of any such increase, the Board shall have power to
elect each additional director to hold office until his successor is elected and
qualified or his earlier resignation or removal. Any such decrease in the number
of directors shall take effect at the time of such action by the Board only to
the extent that vacancies then exist; to the extent that such decrease exceeds
the number of such vacancies, the decrease shall not become effective, except as
further vacancies may thereafter occur, until the time of and in connection with
the election of directors at the next succeeding annual meeting of the
stockholders.
4. If the office of any director becomes vacant, by reason of
death, resignation, disqualification or otherwise, a majority of the directors
then in office, although less than a quorum, may fill the vacancy by electing a
successor who shall hold office for the unexpired term and until his successor
is elected and qualified or his earlier resignation or removal.
5. Any director may resign at any time by giving written notice
of his resignation to the Board of Directors. Any such resignation shall take
effect upon receipt thereof by the Board, or at such later date as may be
specified therein. Any such notice to the Board shall be addressed to it in care
of the Secretary.
- 5 -
<PAGE>
ARTICLE V
COMMITTEES OF DIRECTORS
1. By resolutions adopted by a majority of the whole Board of
Directors, the Board may designate an Executive Committee and one or more other
committees, each such committee to consist of three or more directors of the
Corporation. The Executive Committee shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Corporation (except as otherwise expressly limited by statute), including the
power and authority to declare dividends and to authorize the issuance of stock,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Each such committee shall have such of the powers and authority
of the Board as may be provided from time to time in resolutions adopted by a
majority of the whole Board.
2. The requirements with respect to the manner in which the
Executive Committee and each such other committee shall hold meetings and take
actions shall be set forth in the resolutions of the Board of Directors
designating the Executive Committee or such other committee.
- 6 -
<PAGE>
ARTICLE VI
COMPENSATION OF DIRECTORS
The directors shall receive such compensation for their
services as may be authorized by resolution of the Board of Directors, which
compensation may include an annual fee and a fixed sum for expense of attendance
at regular or special meetings of the Board or any committee thereof. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore.
ARTICLE VII
MEETINGS OF DIRECTORS, ACTION WITHOUT A MEETING
1. Regular meetings of the Board of Directors may be held
without notice at such time and place, either within or without the State of
Delaware, as may be determined from time to time by resolution of the Board.
2. Special meetings of the Board of Directors shall be held
whenever called by the President of the Corporation or a majority of the
directors on at least 24 hours' notice to each director. Except as may be
otherwise specifically provided by statute, by the Certificate of Incorporation
or by these By-laws, the purpose or purposes of any such special meeting need
not be stated in such notice, although the time and place of the meeting shall
be stated.
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<PAGE>
3. At all meetings of the Board of Directors, the presence in
person of a majority of the entire Board of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and, except
as otherwise provided by statute, by the Certificate of Incorporation or by
these By-laws, if a quorum shall be present the act of a majority of the
directors present shall be the act of the Board.
4. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting if al1 the members of the Board or such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of committee. Any director may participate
in a meeting of the Board, or any committee designated by the Board, by means of
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this sentence shall constitute presence in person at such
meeting.
ARTICLE VIII
OFFICERS
1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, Chairman of the Board, one or more Vice
Presidents (one or more of whom may be Executive Vice Presidents), a Secretary
and a Treasurer. The
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<PAGE>
Board may also choose one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as it shall deem necessary. Any number of
offices may be held by the same person.
2. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors, or in such manner as the Board may prescribe.
3. Except as may be otherwise provided in a written employment
agreement which is duly approved and adopted by the Board and executed and
delivered on behalf of the Corporation, the officers of the Corporation shall
hold office until their successors are chosen and qualified, except that any
officer may be at any time removed by the Board of Directors, with or without
cause. If the office of any officer becomes vacant or any reason, the vacancy
may be filled by the Board.
4. Any officer may resign at any time by giving written notice
of his resignation to the Board of Directors. Any such resignation shall take
effect upon receipt thereof by the Board or at such later date as may be
specified therein. Any such notice to the Board shall be addressed to it in care
of the Secretary.
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<PAGE>
ARTICLE IX
PRESIDENT
The President shall be the chief executive officer of the
Corporation. Subject to the supervision and direction of the Board of Directors,
he shall be responsible for managing the affairs of the Corporation. He shall
have supervision and direction of all of the other officers of the Corporation
and shall have the powers and duties usually and customarily associated with the
office of the President.
ARTICLE X
CHAIRMAN OF THE BOARD
The Chairman of the Board shall preside at meetings of the
stockholders and of the Board of Directors.
ARTICLE XI
EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS
The Executive Vice Presidents and the Vice Presidents shall
have such powers and duties as may be delegated to them by the President.
ARTICLE XII
SECRETARY AND ASSISTANT SECRETARY
1. The Secretary shall attend all meetings of the Board of
Directors and of the stockholders, and shall record the minutes of all
proceedings in a book to be kept for that purpose. He shall perform like duties
for the committees OF THE BOARD when required.
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<PAGE>
2. The Secretary shall give, or cause to be given, notice of
meetings of the stockholders, of the Board of Directors and of the committees of
the Board. He shall keep in safe custody the seal of the Corporation, and when
authorized by the President, an Executive Vice President or a Vice President,
shall affix the same to any instrument requiring it, and when so affixed it
shall be attested by his signature or by the signature of an Assistant
Secretary. He shall have such other powers and duties as may be delegated to him
by the President.
3. The Assistant Secretary shall, in case of the absence of the
Secretary, perform the duties and exercise the powers of the Secretary, and
shall have such other powers and duties as may be delegated to them by the
President.
ARTICLE XIII
TREASURER AND ASSISTANT TREASURER
1. The Treasurer shall have the custody of the corporate funds
and securities, and shall deposit or cause to be deposited under his direction
all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors
or pursuant to authority granted by it. He shall render to the President and the
Board whenever they may require it an account of all his transactions as
Treasurer and of the financial condition of the Corporation. He shall have such
other powers and duties as may be delegated to him by the President.
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<PAGE>
2. The Assistant Treasurer shall, in case of the absence of the
Treasurer, perform the duties and exercise the powers of the Treasurer, and
shall have such other powers and duties as may be delegated to them by the
President.
ARTICLE XIV
CERTIFICATES OF STOCK
The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
President or an Executive Vice President or Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary.
ARTICLE XV
CHECKS
All checks, drafts and other orders for the payment of money
and all promissory notes and other evidences of indebtedness of the Corporation
shall be signed by such officer or officers or such other person as may be
designated by the Board of Directors or pursuant to authority granted by it.
ARTICLE XVI
FISCAL YEAR
The fiscal year of the Corporation shall be as determined from
time to time by resolution duly adopted by the Board of Directors.
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<PAGE>
ARTICLE XVII
NOTICES AND WAIVERS
1. Whenever by statute, by the Certificate of Incorporation or
by these By-laws it is provided that notice shall be given to any director or
stockholder, such provision shall not be construed to require personal notice,
but such notice may be given in writing, by mail, by depositing the same in the
United States mail, postage prepaid, directed to such stockholder or director at
his address as it appears on the records of the Corporation, and such notice
shall be deemed to be given at the time when the same shall be thus deposited.
Notice of regular or special meetings of the Board of Directors may also be
given to any director by telephone or by telex, telegraph or cable, and in the
latter event the notice shall be deemed to be given at the time such notice,
addressed to such director at the address hereinabove provided, is transmitted
by telex (with confirmed answer back), or delivered to and accepted by an
authorized telegraph or cable office.
2. Whenever by statute, by the Certificate of Incorporation or
by these By-laws a notice is required to be given, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of any stockholder or
director at any meeting thereof shall constitute a waiver of notice of
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<PAGE>
such meeting by such stockholder or director, as the case may be, except as
otherwise provided by statute.
ARTICLE XVIII
INDEMNIFICATION
1. All persons who the Corporation is empowered to indemnify
pursuant to the provisions of Section 145 of the General Corporation Law of the
State of Delaware (or any similar provision or provisions of applicable law at
the time in effect) shall be indemnified by the Corporation to the full extent
permitted thereby. The foregoing right of indemnification shall not be deemed to
be exclusive of any other such rights to which those seeking indemnification
from the Corporation may be entitled, including, but not limited to, any rights
of indemnification to which they may be entitled pursuant to any agreement,
insurance policy, other by-law or charter provision, vote of stockholders or
directors, or otherwise.
ARTICLE XVIV
ALTERATION OF BY-LAWS
The By-laws of the Corporation may be altered, amended or
repealed, and new By-laws may be adopted, by the stockholders or by the Board of
Directors.
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August 29, 1996
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: OAK TREE MEDICAL SYSTEMS, INC.
Gentlemen:
This opinion is given in connection with the registration with the
Securities and Exchange Commission of 10,000 shares of Common Stock granted by
Oak Tree Medical Systems, Inc. (the "Company"). The securities are being
registered pursuant to a requirement of Section 5 of the Securities Act of 1933,
as amended (the "Act") pursuant to a Registration Statement filed with the
Washington, D.C. Office of the United States Securities and Exchange Commission
(the "Registration Statement").
We have acted as counsel to the Company only in connection with the
preparation of the Form S-8 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it necessary,
in order to form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures
and authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not been
independently established, we have relied upon statements or certificates of
officers or representatives of the Company.
The 10,000 shares of Common Stock are being registered and distributed
pursuant to the Company's Registration Statement.
<PAGE>
Securities & Exchange Commission
August 29, 1996
Page Two
Based upon the foregoing, we are of the opinion that the Shares of the
Company registered with the Securities and Exchange Commission, having been
issued and sold pursuant to the Registration Statement, are fully paid and
non-assessable and there will be no personal liability to the owners thereof.
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ RICHARD P. GREENE
--------------------------
Richard P. Greene
For the Firm
RPG\evb
OAK TREE.
MEDICAL SYSTEMS, INC.
[LETTERHEAD]
P.O. Box 4851, Hialeah, FL 33014
(305) 822-8889
November 30, 1995
Mr. Donald R. Stiffler
P.O. Box 20370
Reno, Nevada 89615
Dear Mr. Stiffler:
We are in receipt of your invoice for $8,500.00 listing certain services to be
performed for Oak Tree Medical Systems Inc. in conjunction with the preparation
of a completed, updated appraisal on certain gold ore property formerly owned by
the company.
Our objective is the final acceptance of such an appraisal by our auditors, BDO
Seidman, which in turn will cause them to sign off and release our current lOK
filing to the SEC.
This will confirm our arrangement whereby Oak Tree Medical Systems Inc. will
pay, and you have agreed to accept, in lieu of cash, 10,000 shares of Oak Tree
Medical Systems Inc. unregistered common stock - which stock is to be registered
under an S-8 filing, which exemption permits free trading - upon completion of
the appraisal and the release of the lOK by our auditor.
This arrangement is contingent on several caveats in addition to the release of
the lOK.
1. Both the issuance of stock and the decision for S-8 filing require Board of
Directors approval which shall not be unreasonably withheld, but which may be
delayed due to the temporary incapacity of a Board member who is a major
stockholder.
2. Assuming Board approval, and upon completion of the S-8 filing, which will
be undertaken at Oak Tree expense approximately 120 days from the above date, it
is agreed and understood that such shares may not be sold in greater quantity
than 600 shares per week which sales may not be cumulative.
Very truly yours,
/s/ IRWIN BOSH STACK
- --------------------
Irwin Bosh Stack
Chairman
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
-------
TELEPHONE: (954) 564-6616
FAX: (954) 561-0997
August 29, 1996
U. S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: OAK TREE MEDICAL SYSTEMS, INC.
Dear Sir or Madam:
This Firm hereby consents to the use of its name in the Registration
Statement on Form S-8 as filed with the Washington, D.C. Office of the U.S.
Securities and Exchange Commission on August 30, 1996, or as soon thereafter as
is reasonably practicable.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ RICHARD P. GREENE
-------------------------
Richard P. Greene
For the Firm
RPG\evb
SIMON KROWITZ BOLIN & ASSOCIATES, P.A.
---------------------------------------
C E R T I F I E D P U B L I C A C C O U N T A N T S
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated May 2, 1996 in this registration statement (Form S-8) of Oak Tree
Medical Systems, Inc.
/s/ SIMON KROWITZ BOLIN AND ASSOC., P.A.
-----------------------------------------
Simon Krowitz Bolin and Associates, P.A.
Rockville, Maryland
August 26, 1996
