As filed with the Securities and Exchange Commission on November 17, 2000
Registration No. 0-16206
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)
375 Passaic Avenue, Fairfield, New Jersey 07004
(Address of Registrant's principal executive offices and zip code)
Registrant's telephone number, including area code: (973) 439-1911
Consulting Agreements with Burton Dubbin, Timothy Stoakes;
Option Agreement with David Casterline; Officer and Director Compensation Plan
and Employment and Fee Agreement with Richard P. Greene
(Full title of the plans)
Henry Dubbin, President
Oak Tree Medical Systems, Inc.
375 Passaic Avenue, Fairfield, New Jersey 07004
(973) 439-1911
(Address, including zip code, and telephone number of agent for service)
Copy to:
Richard P. Greene, P.A.
2455 E. Sunrise Boulevard, Suite 905, Ft. Lauderdale, Florida 33304
(954) 564-6616
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Maximum Proposed Maximum Amount
Class of Amount Offering Aggregate of
Securities to to be Price per Offering Registration
be Registered Registered Share/Option Price Fee
<S> <C> <C> <C> <C>
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Common Stock, $.01 par value:
Burton Dubbin 219,600(1) $.75(3) $164,700 $43.48
300,000(2) $.68 204,000 53.86
Scott Rosenblum 330,000(2) .68 224,400 59.24
David Casterline 100,000(2) $ .60 60,000 15.84
50,000 2.25 112,500 29.70
50,000 3.00 150,000 39.60
50,000 6.00 300,000 79.20
Timothy Stoakes 45,000(1) .75(3) 33,750 8.91
400,000(2) .68 272,000 71.81
150,000(2) .60 90,000 23.76
Maxwell Rabb 30,000(2) .68 20,400 5.39
Henry Dubbin 30,000(2) .68 20,400 5.39
Fred Singer 30,000(2) .68 20,400 5.39
Jerry Klepner 30,000(2) .68 20,400 5.39
Simon Boltuch 20,000(2) .68 13,600 3.59
Richard P. Greene 10,000(1) .75(3) 7,500 1.98
TOTAL $452.53(4)
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(1) Represents shares issuable pursuant to agreement(s) for services rendered
or to be rendered.
(2) Represents shares underlying the options issuable under certain conditions.
(3) 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).
(4) Reflects the required filing fee.
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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, 2000;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended August 31, 2000;
(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 7,080,039 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.
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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 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement with Burton Dubbin, dated August 1997 *
10.2 Option Agreement with David Casterline, dated July 19, 2000
10.3 Agreement with Timothy Stoakes, dated July 19, 2000
10.4 Officer and Director Compensation Plan, dated October 26, 2000
10.5 Employment and Fee Agreement with Richard P. Greene, P.A.,
dated September 27, 2000
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Wiss and Company, LLP
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* Previously filed with 1997 Form 10-KSB and incorporated by reference.
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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.
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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 16th day of November, 2000
OAK TREE MEDICAL SYSTEMS, INC.
By: /s/ Henry Dubbin
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Henry Dubbin, President
By: /s/ Simon Boltuch
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Simon Boltuch, CFO
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EXHIBIT INDEX
Exhibit Description Page
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<S> <C> <C>
5 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement with Burton Dubbin, dated August 1997 *
10.2 Option Agreement with David Casterline, dated July 19, 2000
10.3 Agreement with Timothy Stoakes, dated July 19, 2000
10.4 Officer and Director Compensation Plan, dated October 26, 2000
10.5 Employment and Fee Agreement with Richard P. Greene, P.A.,
dated September 27, 2000
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Wiss and Company, LLP
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* Previously filed with 1997 Form 10-KSB and incorporated by reference.
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