As filed with the Securities and Exchange Commission on April 13, 1999
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
Stock Option Agreement between
Oak Tree Medical Systems, Inc., and
Progressive Planning Associates, Inc.
(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>
Progressive Planning
Associates, Inc. :
Common Stock(1) 500,000 $2.17(2) $1,085,000 $301.63
TOTAL $301.63(3)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares underlying the options issuable under certain
conditions to Progressive Planning Associates, Inc.
(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 November 30, 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 approximately 5,665,038 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 Stock Option Agreement between the Registrant and Progressive
Planning Associates, Inc., dated June 1, 1998
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Most Horowitz & Company, LLP, CPA
<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 13th day of April, 1999.
OAK TREE MEDICAL SYSTEMS, INC.
By: /S/ HENRY DUBBIN
---------------------------------------
Henry Dubbin, President
By: /S/ FRED SINGER
---------------------------------------
Fred Singer, Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
5.1 Opinion of Richard P. Greene, P.A.
10.1 Stock Option Agreement between the Registrant
and Progressive Planning Associates, Inc.,
dated June 1, 1998.
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Most Horowitz & Company, LLP, CPA
EXHIBIT 5.1
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
------
TELEPHONE: (954) 562-6616
FAX: (954) 561-0997
April 13, 1999
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 500,000 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 500,000 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
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
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EXHIBIT 10.1
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT, dated as of June 1, 1998 (the
"Agreement"), by and between Oak Tree Medical Systems, Inc., a Delaware
corporation (the "Company"), and Progressive Planning and Associates, Inc. (the
"Optionee").
WHEREAS, in consideration for the extraordinary services rendered in
connection with a proposed transaction which should add substantial value to the
Company, the Company amended, effective as of the date hereof, the Consulting
Agreement dated August 1997, to extend the duration of the consulting
relationship with the Company until August 2002 and grant the Options pursuant
to the terms and conditions set forth herein;
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the Company's best interests to grant the Optionee
options to purchase common stock of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties intending to be legally
bound hereby agree as follows:
1. GRANT OF OPTIONS.
1.1 The Company hereby grants to the Optionee options (the "Options")
to purchase 500,000 shares of common stock, par value $0.01 per share, of the
Company ("Common Stock") at an exercise price (the "Exercise Price") of $2.17
per share. The number and kind of shares issuable upon exercise of the Options
and the Exercise Price shall be adjusted upon the occurrence of the events and
in the manner provided in Article 3 of this Agreement.
1.2 The Options shall vest and become exercisable six (6) months from
the date hereof.
1.3 To the extent not theretofore exercised, the Options shall
terminate and expire at 5:00 p.m., New York time, ten years from the date
hereof.
1.4 The Company shall promptly file with the Securities and Exchange
Commission a registration statement on Form S-8 registering the shares of Common
Stock issuable upon the exercise of the Options by the Optionee and shall keep
such registration statement effective for as long as any of the Options are
outstanding.
2. METHOD OF EXERCISE.
The Options or any part thereof may be exercised only by the giving of
written notice to the Company on such form and in such manner as the Board shall
prescribe. Such written notice of exercise shall be accompanied by payment of
the full purchase price of the number of shares being purchased. Such payment
may be made by cash, certified check or check acceptable to the Company. The
date of exercise (the "Exercise Date") of the Options shall be the date on which
written notice of exercise is received by the Company, during normal business
hours, at its address as provided in Article 5 of this Agreement. On the
Exercise Date, the Optionee shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the
transfer books of the Company shall then be closed or certificates representing
such shares shall not then have been actually delivered to the Optionee. As soon
as practicable after the Exercise Date, the Company shall issue and deliver to
the Optionee a certificate or certificates for the number of shares issuable
upon such exercise, registered in the name of the Optionee.
<PAGE>
3. ADJUSTMENT OF SHARES.
(a) If at any time while unexercised Options are outstanding, there
shall be any increase or decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend or through any recapitalization
resulting in a stock split-up, combination or exchange of Shares, then and in
such event:
(i) appropriate adjustment shall be made in the maximum number
of Shares available for grant under the Plan, or available for grant to any
person under the Plan, so that the same percentage of the Company's issued and
outstanding Shares shall continue to be subject to being so optioned; and
(ii) appropriate adjustment shall be made in the number of
Shares and the exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise price.
(b) Unless otherwise provided in any Option, the Committee or the Board
may change the terms of Options outstanding under this Agreement, with respect
to the option price or the number of Shares subject to the Options, or both,
when, in the Committee's or Board's sole discretion, such adjustments become
appropriate so as to preserve but not increase benefits under this Agreement.
(c) In the event of a proposed sale of all or substantially all of the
Company's assets or any reorganization, merger, consolidation or other form of
corporate transaction in which the Company does not survive, where the
securities of the successor corporation, or its parent company, are issued to
the Company's shareholders, then the successor corporation or a parent of the
successor corporation may, with the consent of the Committee or the Board,
assume each outstanding Option or substitute an equivalent option or right. If
the successor corporation, or its parent, does not cause such an assumption or
substitution to occur, or the Committee or the Board does not consent to such an
assumption or substitution, then each Option shall terminate upon the
consummation of sale, merger, consolidation or other corporate transaction.
(d) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made to, the number of or exercise price for Shares then subject to
outstanding Options granted under this Agreement.
(e) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under this Agreement shall not affect in any manner
the right or power of the Company to make, authorize or consummate (i) any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
4. NONASSIGNABILITY.
Except as provided below, no options granted to the Optionee under this
Agreement shall be assignable or transferable other than by will or by the laws
of descent and distribution or by qualified domestic relations orders (as
defined in the Internal Revenue Code).
2
<PAGE>
Unless otherwise restricted by law, the options granted to the Optionee
under this Agreement may be transferred to the Optionee's immediate family
members, any trust of which any member of the Optionee's immediate family is a
beneficiary or a trustee, or any other form of business entity whose partners,
members or stockholders consist of the Optionee and/or his immediate family. For
purposes of this Article 4, the Optionee's "immediate family" includes his
spouse, parents, children, brothers and sisters, mothers and fathers-in-law,
sons and daughters-in-law, and brothers and sisters-in-law, in each case whether
adopted or natural.
5. NOTICES.
Any and all notices or other communications required or permitted to be
given under any of the provisions of this Agreement shall be in writing and
shall be deemed to have been duly given and received when delivered personally
or three (3) days after mailing, if mailed by registered or certified mail,
return receipt requested; as to the Optionee, at the address set forth beneath
his signature hereof, or at such other address as the Optionee may hereafter
designate to the Company by notice as provided herein, and as to the Company,
addressed to the Chief Executive Officer of the Company at Oak Tree Medical
Systems, Inc., 163-03 Horace Harding Expressway, Flushing, New York 11365 or at
such other address as the Company may hereafter designate to the Optionee by
notice as herein provided.
6. MISCELLANEOUS.
6.1 AUTHORITY. This Agreement has been duly authorized on behalf of the
Company by the Board. The Optionee represents that he is free to enter into this
Agreement and that his entering into this Agreement does not violate any
obligation that he has to any other person or legal entity.
6.2 SEVERABILITY. In the event that any provision of this Agreement
would be held to be invalid or unenforceable for any reason unless narrowed by
construction, this Agreement shall be construed as if such invalid or
unenforceable provision had been more narrowly drawn so as not to be invalid or
unenforceable. If, notwithstanding the foregoing, any provision of this
Agreement shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall attach only to such provision and shall not
affect or render invalid or unenforceable any other provision of this Agreement.
6.3 ENTIRE AGREEMENT. This Agreement set forth the entire understanding
of the Company and the Optionee with respect to the subject matter hereof and
cannot be amended or modified except by a writing signed by both parties.
6.4 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and assigns, heirs and personal
representatives.
6.5 GOVERNING LAW. This Agreement shall be interpreted, construed and
administered in accordance with the laws of the State of Florida without regard
to choice of law provisions.
6.6 ARBITRATION. With respect to any suit, action or proceeding
initiated by a party to this Agreement arising out of, under or in connection
with this Agreement, the parties hereto each hereby submits to the exclusive,
final and binding arbitration of the American Arbitration Association of New
York, New York or Miami, Florida in accordance with their Commercial Arbitration
Rules. Whether such arbitration shall be maintained in New York or Florida shall
be the choice of the party instituting the arbitration proceeding. Judgment upon
the award rendered by the arbitrator may be entered in any court of record of
competent jurisdiction in any country, or application may be made to such court
for a judicial acceptance of the award and an order of enforcement, as the law
of such jurisdiction may require or allow. In the event the Optionee is
successful in pursuing any claim arising out of this Agreement, the Company
shall pay all of the Optionee's attorneys' fees and costs, including the
compensation and expense of the
3
<PAGE>
Arbitrator. In all other cases, the expenses of arbitration will be borne among
the parties as determined by the arbitrator.
6.7 COUNTERPARTS. This Agreement may be executed in counterparts which,
taken together, shall constitute a single original document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first written above.
OAK TREE MEDICAL SYSTEMS, INC.
By: /S/ HENRY DUBBIN
---------------------------------------
Name: Henry Dubbin
Title: President
OPTIONEE:
PROGRESSIVE PLANNING AND ASSOCIATES, INC.
By: /S/ LESLIE MUNSELL
---------------------------------------
Name: Leslie Munsell
Title: President
4
<PAGE>
FIRST AMENDMENT
TO
CONSULTING AGREEMENT
THIS FIRST AMENDMENT TO CONSULTING AGREEMENT, dated as of the 1st day
of June, 1998 by and among Oak Tree Medical Systems, Inc., a Delaware
corporation, having a principal place of business at 163-03 Horace Harding
Expressway, Flushing, New York 11385 (the "Company"), and Burton Dubbin,
residing at 21394 Marina Cove Road, Unit H-11, North Miami Beach, Florida 33180
("Dubbin" and collectively the "Parties").
RECITALS:
1. Pursuant to that certain Consulting Agreement (the "Consulting
Agreement") dated as of August, 1997, Dubbin resigned as an officer of the
Company and became a consultant to the Company.
2. In consideration for the extraordinary services rendered in
connection with a proposed transaction which should add substantial value to the
Company, the Parties desire that the Consulting Agreement be amended, upon the
terms and conditions hereinafter set forth and Dubbin shall be granted options
to purchase 500,000 shares of the Company's common stock pursuant to the terms
set forth in that certain Stock Option Agreement, dated as of the date hereof,
attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
the Parties hereto, it is agreed:
1. RECITALS. The recitals set forth hereinabove are true and correct,
and the Parties hereby confirm and incorporate same into this Amendment.
2. DEFINED TERMS. All terms appearing herein with initial capital
letters and that are not defined herein shall have the meanings ascribed to such
terms in the Agreement.
3. AMENDMENT OF SECTION 3(D). Section 3(d) of the Consulting Agreement
is hereby deleted in its entirety and replaced by the following:
(d) The term of the Consultant's consulting services under
this Agreement shall continue until August 31, 2002. Except as otherwise
specifically provided in this Agreement, no termination of Consultant's
consulting services hereunder shall affect the Company's other obligations under
this Agreement, including without limitation, the Company's obligations under
Sections 2, 5, and 7.
4. AMENDMENT TO SECTION 4(A). Section 4(a) of the Consulting Agreement
is hereby deleted in its entirety and replaced by the following:
(a) The Company shall pay Consultant a fee in the amount of
twelve thousand five hundred dollars ($12,500.00) per month. Such fee shall be
payable on or before the first day of each month, commencing in the month
following the month in which this agreement is executed, and shall continue for
through August, 2002.
<PAGE>
5. ADDITION OF SECTION 4(F). The following is hereby added to section 4
of the Agreement.
(f) The Company shall grant Consultant options to purchase
500,000 shares of the Company's common stock on the terms and conditions set
forth in the Stock Option Agreement, dated as of the date hereof, attached
hereto as Exhibit A.
6. AGREEMENT OTHERWISE UNCHANGED. Except as hereby amended, the
Consulting Agreement shall remain unmodified and in full force and effect.
7. CONFLICT WITH AGREEMENT. In the event that any one or more
provisions of this Amendment or provisions of the Agreement as amended hereby
shall conflict with any other provisions of the Agreement as amended hereby, the
provisions set forth in this Amendment shall govern to the greatest extent
possible.
8. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida without giving effect to choice of law provisions thereof.
2
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date first above written.
OAK TREE MEDICAL SYSTEMS, INC.
By: /S/ HENRY DUBBIN
------------------------------
Henry Dubbin, President
CONSULTANT:
/S/ BURTON DUBBIN
------------------------------
Burton Dubbin
3
EXHIBIT 23.1
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
------
TELEPHONE: (954) 562-6616
FAX: (954) 561-0997
April 13, 1999
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 April 13, 1999, 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
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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
March 9, 1999
