As filed with the Securities and Exchange Commission on January 24, 2000
Registration No. ____
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
Employee and Consultant Services Plan
(Full title of the plan)
Henry Dubbin, President
Oak Tree Medical Systems, Inc.
2797 Ocean Parkway, Brooklyn, New York 11235
(718) 769-6042
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
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>
Common Stock, $.01 par value:
Henry Dubbin 250,000(1) $2.12(2) $530,000 $139.92
Scott Rosenblum 100,000(1) 2.12(2) 212,000 55.97
Fred Singer 20,000(1) 2.12(2) 42,400 11.19
Simon Boltuch 60,000(1) 2.12(2) 127,200 33.58
Dean Beck 25,000(1) 2.12(2) 53,000 13.99
Burton Dubbin 300,000(1) 2.12(2) 636,000 167.90
Timothy Stoakes 100,000(1) 2.12(2) 212,000 55.97
Richard P. Greene 7,500(1) 2.12(2) 15,900 4.20
TOTAL $482.72(3)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares underlying the options issuable under certain conditions
to: Henry Dubbin, Scott Rosenblum, Fred Singer, Simon Boltuch, Dean Beck, Burton
Dubbin, Timothy Stoakes, and Richard P. Greene.
(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/A for the fiscal
year ended May 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended November 30, 1999;
(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 6,217,539 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 Consultant Services Plan, dated January 7, 2000
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Grant Thornton LLP
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
<PAGE>
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 21st day of January, 2000.
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
- ------- -----------
5.1 Opinion of Richard P. Greene, P.A.
10.1 Consultant Services Plan
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Grant Thornton 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) 562-6616
FAX: (954) 561-0997
January 24, 2000
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 an aggregate of 862,500 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 862,500 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
EXHIBIT 10.1
EMPLOYEE AND CONSULTANT SERVICES PLAN
THIS EMPLOYEE AND CONSULTANT SERVICES PLAN ("Plan") is made effective
as of the 7th day of January, 2000, by OAK TREE MEDICAL SYSTEMS, INC., a
Delaware corporation ("Company"), for various employees and consultants as
designated by the Board ("Participants").
R E C I T A L S:
Pursuant to a Special Meeting of the Board of Directors, the Company
wishes to grant, and the Employees and Consultants wish to receive as
compensation for employment and consultation services to the Company, a total of
862,500 shares of the common stock of the Company, all pursuant to the
provisions set forth herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars,
premises, mutual promises, covenants, terms and conditions herein, and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties agree as follows:
1. Grant of Shares. The Company hereby grants to the Employees and
Consultants shares of common stock (the "Shares") in the Company.
2. Services. Employees and Consultants have been employed and/or
engaged by the Company and the Company has received services and promises of
additional services, none of which have been or will be in connection with the
direct or indirect promotion or maintenance of the Company's market.
3. Compensation. The Employees and Consultants agree the Shares are
valued at $2.12 each. The services rendered by the employees and consultants are
deemed to be equal in value to the Shares received hereby. Simon Boltuch,
however, will receive 20,000 options exercisable at $1.50; 20,000 options
exercisable at $2.00, in addition to the initial 20,000 Shares received for
services rendered as of the date hereof.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares may not be issued unless the Shares are registered
pursuant to the Securities Act of 1933, as amended ("Act").
5. Delivery of Shares. The Company shall deliver, subject to the terms
and conditions of this Plan, to each Employee and Consultant, as soon as
practicable, a Certificate representing the Shares. Each Employee and Consultant
agrees to be bound by the terms and conditions under the Plan by accepting
delivery of the Shares and any other terms individually agreed to in writing by
the parties.
6. Company's Rights. The existence of the Shares and/or this Plan shall
not affect in any way the rights of the Company to conduct its business.
7. Disclosure. Each Employee and Consultant agrees to having read and
fully considered the disclosures under Exhibit "A" attached hereto and
incorporated herein by reference.
<PAGE>
8. Amendments. This Plan may not be amended unless by the written
consent of Board.
9. Governing Law. This Plan shall be governed by the laws of the State
of Florida, and the sole venue for any action arising hereunder shall be Broward
County, Florida.
10. Binding Effect. This Plan shall be binding upon and for the benefit
of the parties hereto and their respective heirs, permitted successors, assigns
and/or delegates.
11. Captions. The captions herein are for convenience and shall not
control the interpretation of this Plan.
12. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth hereinabove.
13. Gender and Number. Unless the context otherwise requires,
references in this Plan in any gender shall be construed to include all other
genders, references in the singular shall be construed to include the plural,
and references in the plural shall be construed to include the singular.
14. Severability. In the event any one or more of the provisions of
this Plan shall be deemed unenforceable by any Court of competent jurisdiction
for any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
By Order of the Board of Directors this 7TH day of JANUARY 2000.
--- -------
2
<PAGE>
EXHIBIT "A"
Plan Information
A. General Plan Information
1. The title of the Plan is: Employee and Consultant Services Plan
("Plan") and the name of the registrant whose securities are to be offered
pursuant to the Plan is Oak Tree Medical Systems, Inc. ("Company").
2. The general nature and purpose of the Plan is to grant Consultants a
total of 862,500 shares of the common stock of the Company as compensation for
employment and consultation services which were rendered and are to be rendered
in the future to the Company.
3. To the best of Company's knowledge, the Plan is not subject to any
of the provisions of the Employee Retirement Income Security Act of 1974.
4. The Company shall act as Plan Administrator. The Company's address
and telephone number are: 2797 Ocean Parkway, Brooklyn, New York 11235; (718)
769-6042. The Company, as administrator of the Plan, will merely issue to the
Employees and Consultants shares of common stock pursuant to the terms of the
Plan.
B. Securities to be Offered. Pursuant to the terms of the Plan, 862,500
shares of the Company's common stock will be offered.
C. Employees and Consultants Who May Participate in the Plan. Employees
and Consultants are the participants in this Plan. Employees and Consultants are
eligible to receive the securities provided the securities have been registered
or are exempt from registration under the Securities Act of 1933, as amended
(the "Act").
D. Purchase of Securities Pursuant to the Plan. The Company shall issue
and deliver the underlying securities to Employees and Consultants as soon as
practicable.
E. Resale Restrictions. Employees and Consultants, after receipt of the
Shares, may assign, sell, convey or otherwise transfer the securities received,
subject to the requirements of the Act.
F. Tax Effects of Plan Participation. The Employee and Consultant Services
Plan is not qualified under Sec. 401 of the Internal Revenue Code of 1986, as
amended.
G. Investment of Funds. Not applicable
H. Withdrawal from the Plan; Assignment of Interest. Withdrawal or
termination as to the Plan may occur upon mutual written consent of the parties.
Employees and Consultants have the right to assign or hypothecate their
respective interests in the Plan subject to Plan provisions.
I. Forfeitures and Penalties. Not applicable
3
<PAGE>
J. Charges and Deductions and Liens Therefore. Not applicable
Registrant Information and Employee Plan Annual Information.
Registrant, upon oral or written request by Employees or Consultants, shall
provide, without charge, the documents incorporated by reference in Part II,
Item 3 of Company's Form S-8 Registration Statement for the securities as well
as any other documents required to be delivered pursuant to SEC Rule 428(b) (17
CFR Section 230.428(b)). All requests are to be directed to the Company at the
address provided in paragraph A.4. above.
4
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
January 24, 2000
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 January 24, 2000, 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
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 3, 1999, accompanying the consolidated
financial statements of Oak Tree Medical Systems, Inc., and subsidiaries
included in the Annual Report on Form 10-KSB/A for the fiscal year ended May 31,
1999, which is incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ Grant Thornton LLP
- -------------------------------
GRANT THORNTON LLP
New York, New York
January 18, 2000
