As filed with the Securities and Exchange Commission on December 18, 1998
Registration No. 333-29343
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 (I.R.S. Employer
Incorporation or Organization) Identification Number)
2797 Ocean Parkway
Brooklyn, New York 11235
(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.
2797 Ocean Parkway
Brooklyn, New York 11235
(Name and Address of Agent for Service)
(718) 332-1919
(Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
Bruce Rabb, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 50,000 shares $2.72 $136,000 $37.81
(par value $.01 per
share)
======================================================================================================================
</TABLE>
(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 December 15, 1998,
which is within five (5) business days prior to the date of this
Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Additional Shares; Incorporation by Reference.
This Registration Statement is being filed solely for the purpose of
registering 50,000 additional shares of common stock, par value $.01 per share
("Common Stock"), of Oak Tree Medical Systems, Inc. (the "Registrant") to be
issued pursuant to the Kramer, Levin, Naftalis & Frankel Compensation Agreement
(the "Plan"). The Registrant's previous Registration Statement on Form S-8,
filed on June 16, 1997 (File No. 333-29343), is effective, relates to the Plan
and, pursuant to General Instruction E, is hereby incorporated by reference in
this Registration Statement.
Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
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 for the fiscal year ended
May 31, 1995).
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 LLP regarding legality of
securities being registered (including
consent).
23.1 Consent of Most Horowitz & Company,
LLP..
23.2 Consent of Kramer Levin Naftalis &
Frankel LLP (see Exhibit Number 5
above).
-2-
<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 18th day of
December, 1998.
OAK TREE MEDICAL SYSTEMS, INC.
By: /s/ HENRY DUBBIN
--------------------
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 December 18,
1998 in the capacities indicated.
Signature Title(s)
- --------- --------
/s/ HENRY DUBBIN
- --------------------- President and Director
Henry Dubbin (Principal Executive Officer)
/s/ SIMON BOLTUCH
- --------------------- Chief Financial Officer
Simon Boltuch (Principal Financial and Accounting Officer)
/s/ JERRY D. KLEPNER Director
- ---------------------
Jerry D. Klepner
/s/ MAXWELL M. RABB Director
- ---------------------
Maxwell M. Rabb
/s/ SCOTT S. ROSENBLUM Director
- ---------------------
Scott S. Rosenblum
Director
- ---------------------
Fred Singer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
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 for the fiscal year ended
May 31, 1995).
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 LLP regarding legality of
securities being registered (including
consent).
23.1 Consent of Most Horowitz & Company,
LLP..
23.2 Consent of Kramer Levin Naftalis &
Frankel LLP (see Exhibit Number 5
above).
[LETTERHEAD OF KRAMER LEVIN NAFTALIS & FRANKEL LLP]
December 18, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment No. 1 to
Registration Statement on Form S-8
----------------------------------
We have acted as counsel to Oak Tree Medical Systems, Inc., a Delaware
corporation (the "Registrant"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission"), of
Post-Effective Amendment No.1 to the Registrant's Registration Statement on Form
S-8 filed on June 16, 1997 (File No. 333-29343) (the "Registration Statement"),
for the registration under the Securities Act of 1933, as amended (the "Act"),
of an additional of 50,000 shares (the "Shares") of common stock, par value $.01
per share, issuable pursuant to the Registrant's Kramer, Levin, Naftalis &
Frankel Compensation Agreement (the "Plan"). Under the Plan, the Registrant will
issue the Shares to Kramer Levin Naftalis & Frankel LLP 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.
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.
<PAGE>
KRAMER LEVIN NAFTALIS & FRANKEL LLP
December 18, 1998
Page 2
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 LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 pertaining to Oak Tree Medical Systems, Inc.'s Kramer,
Levin, Naftalis & Frankel Compensation Agreement of our report dated August 7,
1998, included in Oak Tree Medical Systems, Inc. and Subsidiaries' Annual Report
on Form 10-KSB for the fiscal year ended May 31, 1998, previously filed with the
Securities and Exchange Commission and to all references to our firm included in
this Registration Statement.
/s/ MOST HOROWITZ & COMPANY, LLP
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New York, New York
December 17, 1998
