As filed with the Securities and Exchange Commission on December 4, 1998
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)
2797 Ocean Parkway, Brooklyn, New York 11235
(Address of Registrant's principal executive offices and zip code)
Registrant's telephone number, including area code: (718) 769-6042
Fee Payment Agreement between Oak Tree Medical Systems, Inc.
and Bouchard, Friedlander & MaloneyHuss, P.A.
(Full title of the plan)
Richard P. Greene, P.A.
2455 E Sunrise Blvd. Suite 905, Ft Lauderdale, Florida 33304 (954) 564-6616
(Address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum Amount
of Securities Amount Offering Aggregate of
to be to be Price per Offering Registration
Registered Registered Share/Option Price Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(1) 20,000 $2.62(2) $52,400 $14.57
TOTAL $14.57(3)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares issuable under certain conditions to Bouchard
Friedlander & MaloneyHuss, P.A.
(2) The prices hereof may change prior to the effective date of the
Registration Statement; therefore, such prices are estimated solely for
the purposes of computing the registration fee pursuant to Rule 457(a).
(3) Reflects the required filing fee.
<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-KSB for the fiscal year
ended May 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended August 31, 1998;
(c) The Registrant's Articles of Incorporation and Amendments thereto,
and the Registrant's Bylaws;
(d) 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, of which 5,320,088 shares of common stock are issued and outstanding.
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 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.
<PAGE>
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 Delaware provides authority for broad indemnification of directors, officers,
employees and agents. The Registrant's Articles of Incorporation, as Amended,
incorporate the indemnification provisions of the General Corporation Law of
Delaware to the fullest extent provided.
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.
Item 8. Exhibits
EXHIBIT DESCRIPTION
5.1 Opinion of Richard P. Greene, P.A.
10.1 Agreement between the Registrant and Bouchard Friedlander &
MaloneyHuss, P.A., dated November 27, 1998
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Most Horowitz & Company, LLP
<PAGE>
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.
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.
<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 1ST day of December, 1998.
OAK TREE MEDICAL SYSTEMS, INC.
By: /s/ HENRY DUBBIN
---------------------------
Henry Dubbin, President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
5.1 Opinion of Richard P. Greene, P.A.
10.1 Agreement between the Registrant and
Bouchard Friedlander & MaloneyHuss, dated
November 27, 1998
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Most Horowitz & Company, LLP
EXHIBIT 5.1
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
December 2, 1998
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 20,000 shares of Common Stock granted by
Oak Tree Medical Systems, Inc. (the "Company"). The Shares 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 20,000 shares of Common Stock are being registered and distributed
pursuant to the Company's Registration Statement. The shares of Common Stock are
now authorized but unissued.
Based upon the foregoing, we are of the opinion that:
1. 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.
<PAGE>
U.S. Securities and Exchange Commission
December 2, 1998
Page Two
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
EXHIBIT 10.1
BOUCHARD FRIEDLANDER & MALONEYHUSS
A PROFESSIONAL CORPORATION
SUITE 1102
222 DELAWARE AVENUE
WILMINGTON, DELAWARE 19801
(302) 573-3500
FAX (302) 573-3501
ANDRE G. BOUCHARD HOWARD M. HANDELMAN
JOEL FRIEDLANDER SPECIAL COUNSEL
MARY M. MALONEYHUSS
November 27, 1998
VIA FACSIMILE
Mr. Henry Dubbin
10155 Collins Avenue
Apartment 607
Bal Harbour, FL 33154
Re: FEE PAYMENT AGREEMENT
Dear Henry:
This letter reflects the agreement we have reached for paying
the outstanding bills that Oak Tree Medical Systems, Inc. ("Oak Tree") owes to
Bouchard Friedlander & MaloneyHuss, P.A. ("BF&M"). The current balance owed is
$49,351.55 (the "Outstanding balance"). The terms of our agreement are as
follows:
1. Oak Tree will convey 20,000 shares of Oak Tree common stock,
free of any trading restrictions (the "Oak Tree Shares"), to
BF&M by delivering such shares, on or before December 4, 1998,
to a brokerage account to be opened by BF&M with Roney & Co.
so that such shares are available for trading beginning
December 7, 1998.
2. BF&M agrees not to sell more than 3,000 of Oak Tree Shares per
week without obtaining Oak Tree's prior approval.
3. If, at such time as BF&M has sold all of the Oak Tree Shares,
the amount of proceeds, net of all commissions and expenses,
received by BF&M in connection with the sale of the Oak Tree
Shares (the "Net Proceeds") is less than the Outstanding
Balance, Oak Tree will pay to BF&M, within three business days
of receipt of a notice from BF&M requesting such payment, cash
in the amount of the difference between the Outstanding
Balance and the Net Proceeds.
<PAGE>
Mr. Henry Dubbin
November 27, 1998
Page 2
4. If the Net Proceeds exceed the Outstanding Balance, BF&M will
be entitled to retain the full amount of the Net Proceeds.
If you are in agreement with the foregoing terms, please sign
below accepting such terms on behalf of Oak Tree and return a copy of this
agreement to me via facsimile and the original by mail. Thank you for your
attention to this matter.
Very truly yours,
/s/ ANDRE G. BOUCHARD
---------------------
Andre G. Bouchard
ACKNOWLEDGED
AND AGREED:
Oak Tree Medical Systems, Inc.
/s/ HENRY DUBBIN
- ------------------------
By: Henry Dubbin
Chairman of the Board
EXHIBIT 23.1
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
December 2, 1998
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 via EDGAR with the Washington, D.C. Office of the
U.S. Securities and Exchange Commission on December 4, 1998, 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
EXHIBIT 23.2
Most Horowitz & Company, LLP
Certified Public Accountants
1133 Avenue of the Americas
New York, NY 10036
Tel: (212) 764-4910
Fax: (212) 575-2017
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-8, dated
December 4, 1998, of our report dated August 7, 1998, relating to the
consolidated financial statements of Oak Tree Medical Systems, Inc. and
Subsidiaries, as of May 31, 1998 and 1997.
/s/ MOST HOROWITZ & COMPANY, LLP
New York, New York
December 2, 1998
