As filed with the Securities and Exchange Commission on June 16, 1997
Registration No. 333-____
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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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OAK TREE MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0401674
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
163-03 HORACE HARDING EXPRESSWAY
FLUSHING, NEW YORK 11365
(Address of Principal Executive Offices)
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KRAMER, LEVIN, NAFTALIS & FRANKEL
COMPENSATION AGREEMENT
(Full Title of the Plan)
HENRY DUBBIN
PRESIDENT
OAK TREE MEDICAL SYSTEMS, INC.
163-03 HORACE HARDING EXPRESSWAY
FLUSHING, NEW YORK 11365
(Name and Address of Agent for Service)
(718) 460-8400
(Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
Bruce Rabb, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to be Amount to be Price Per Offering Registration
Registered Registered Share(1) Price Fee
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Common Stock 50,000 shares $2.53 $126,500 $38.33
(par value $.01
per share)
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(1) Estimated, in accordance with 17 CFR 230.457(c), solely for the purpose
of calculating the registration fee. The Proposed Maximum Offering Price
Per Share is based on the average of the bid and asked prices reported by
the National Association of Securities Dealers on June 13, 1997, which is
within five (5) business days prior to the date of this Registration
Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The Registrant's Registration Statement on Form 8-A, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains a description of the Common Stock, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement 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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The legality of the issuance of the shares has been passed upon for the
Registrant by Kramer, Levin, Naftalis & Frankel ("Kramer Levin"). The Plan is a
compensation arrangement with Kramer Levin, which is outside counsel to the
Registrant and which may receive up to 50,000 shares of common stock, par value
$0.01 per share, of the Registrant under the Plan.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions
permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys'
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<PAGE>
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such director, officer, employee or agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceedings, had no
reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify directors and/or officers in an action or suit by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the director or
officer is adjudged to be liable to the corporation. Where a director or officer
is successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.
The Registrant's Certificate of Incorporation and By-laws provide for
the indemnification of directors and officers of the Registrant to the fullest
extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
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3.1 Certificate of Incorporation of the
Registrant, as amended (incorporated by
reference to Registrant's Registration
Statement on Form S-18, dated August 20,
1986, File No. 33-8166B).
3.2 Amendments to Certificate of
Incorporation, dated August 1, 1994
(incorporated by reference to Exhibit
3.2 of the Registrant's Annual Report on
Form 10-KSB).
3.3 By-laws of the Registrant (incorporated
by reference to Registrant's
Registration Statement on Form S-18,
dated August 20, 1986, Registration No.
33-8166B).
5 Opinion of Kramer, Levin, Naftalis &
Frankel regarding legality of securities
being registered (including consent).
23.1 Consent of Independent Auditors.
23.2 Consent of Kramer, Levin, Naftalis &
Frankel (see Exhibit Number 5 above).
Item 9. Undertakings.
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.
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(2) That, for the purpose of determining any liability under the
Securities Act, 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 at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<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 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 New York, State of New York, on this 10th day of
June, 1997.
OAK TREE MEDICAL SYSTEMS, INC.
By: /s/ HENRY DUBBIN
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Name: Henry Dubbin
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on June 10, 1997
in the capacities indicated.
Signature Title(s)
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/s/ HENRY DUBBIN President and Director
------------------ (Principal Executive, Financial and
Henry Dubbin Accounting Officer)
/s/ FRED SINGER Director
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Fred Singer
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EXHIBIT INDEX
Exhibit Number Description
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3.1 Certificate of Incorporation of the
Registrant, as amended (incorporated by
reference to Registrant's Registration
Statement on Form S-18, dated August 20,
1986, File No. 33-8166B).
3.2 Amendments to Certificate of
Incorporation, dated August 1, 1994
(incorporated by reference to Exhibit
3.2 of the Registrant's Annual Report on
Form 10-KSB).
3.3 By-laws of the Registrant (incorporated
by reference to Registrant's
Registration Statement on Form S-18,
dated August 20, 1986, Registration No.
33-8166B).
5 Opinion of Kramer, Levin, Naftalis &
Frankel regarding legality of securities
being registered (including consent).
23.1 Consent of Independent Auditors.
23.2 Consent of Kramer, Levin, Naftalis &
Frankel (see Exhibit Number 5 above).
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
Arthur H. Aufses III Monica C. Lord Sherwin Kamin
Thomas D. Balliett Richard Marlin Arthur B. Kramer
Jay G. Baris Thomas E. Molner Maurice N. Nessen
Philip Bentley Thomas H. Moreland Founding Partners
Saul E. Burian Ellen R. Nadler Counsel
Barry Michael Cass Gary P. Naftalis _____
Thomas E. Constance Michael J. Nassau
Michael J. Dell Michael S. Nelson Martin Balsam
Kenneth H. Eckstein Jay A. Neveloff Joshua M. Berman
Charlotte M. Fischman Michael S. Oberman Jules Buchwald
David S. Frankel Paul S. Pearlman Rudolph de Winter
Marvin E. Frankel Susan J. Penry-Williams Meyer Eisenberg
Alan R. Friedman Bruce Rabb Arthur D. Emil
Carl Frischling Allan E. Reznick Maxwell M. Rabb
Mark J. Headley Scott S. Rosenblum James Schreiber
Robert M. Heller Michele D. Ross Counsel
Philip S. Kaufman Max J. Schwartz _____
Peter S. Kolevzon Mark B. Segall
Kenneth P. Kopelman Judith Singer M. Frances Buchinsky
Michael Paul Korotkin Howard A. Sobel Abbe L. Dienstag
Shari K. Krouner Jeffrey S. Trachtman Ronald S. Greenberg
Kevin B. Leblang Jonathan M. Wagner Debora K. Grobman
David P. Levin Harold P. Weinberger Christian S. Herzeca
Ezra G. Levin E. Lisk Wyckoff, Jr. Jane Lee
Larry M. Loeb Pinchas Mendelson
Lynn R. Saidenberg
Special Counsel
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FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212)715-9100
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As of June 10, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Oak Tree Medical Systems, Inc., a Delaware
corporation (the "Registrant"), in connection with the preparation and filing of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 50,000 shares (the "Shares") of common stock, par value $.01 per
share, issuable pursuant to the Registrant's Compensation Agreement (the "Plan")
with Kramer, Levin, Naftalis & Frankel ("KLN&F"). Under the Plan, the Registrant
will issue the Shares to KLN&F from time to time as compensation for legal
services rendered.
In connection with the registration of the Shares, we have reviewed
copies of the Registration Statement, the Plan, the Certificate of Incorporation
and the By-laws of the Registrant, and such documents and records as we have
deemed necessary to enable us to express an opinion on the matters covered
hereby.
We have also examined and relied upon representations, statements, or
certificates of public officials and officers and representatives of the
Registrant.
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Based upon the foregoing, we are of the opinion that the Shares covered
by the Registration Statement, upon delivery of such Shares for services
rendered in accordance with the terms stated in the Plan, will be validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
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Kramer, Levin, Naftalis & Frankel
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 pertaining
to Oak Tree Medical Systems, Inc.'s Compensation Agreement with Kramer, Levin,
Naftalis & Frankel of our report dated August 13, 1996 (August 29, 1996 as to
Note 12), included in Oak Tree Medical Systems, Inc.'s Annual Report on Form
10-KSB previously filed with the Securities and Exchange Commission and to all
references to our firm included in this Registration Statement.
/s/ SIMON, KROWITZ, BOLIN & ASSOCIATES, P.A.
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SIMON, KROWITZ, BOLIN & ASSOCIATES, P.A.
Rockville, Maryland
June 10, 1997
