<PAGE>
As filed with the Securities and Exchange Commission on November 24, 1997
Registration No. 333-
-------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3367421
---------------------------------- --------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1997 STOCK COMPENSATION PLAN
(Full title of the plan)
Steve R. Westlund
1717 Stewart Street
Santa Monica, California 90404
(310) 586-5522
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 12,500,000 shares $.0775 $968,750 $293.56
- -------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered is the maximum aggregate number of
shares presently issuable under the Plan. The registration statement also
includes an indeterminable number of additional shares that may become
issuable under the Plan pursuant to anti-dilution provisions.
(2) Computed pursuant to Rule 457(h) on the basis of the average of the bid and
asked price of the Common Stock on November 21, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Interactive Medical Technologies, Ltd., a
Delaware corporation (the "Company") filed with the Securities Exchange
Commission are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the Company's fiscal year ended
December 31, 1996.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other document subsequently
filed pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock, $.001 par value, is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Registrant's securities being registered will be
passed upon by Robert Schulman, Esq. owned 0 shares of the Registrant's Common
Stock and options to purchase 0 shares of the Registrant's Common Stock on
November 21, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide for
indemnification, to the fullest extent permitted by Section 145 of the Delaware
Corporation Law, of officers and directors and from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section, both as to action in their official capacity and as to action in
another capacity while holding such office.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended (the "Securities
Act") and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
5 Opinion of Robert Schulman, Esq. as to the legality
of the securities being registered.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
10.26 The 1997 Stock Compensation Plan.
23.1 Consent of Beckman & Associates.
23.2 Consent of Robert Schulman, Esq. (included in his
opinion filed as Exhibit 5).
</TABLE>
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of 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 Section 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.
(e) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) 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
II-3
<PAGE>
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 the final adjudication of such issue.
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 Santa Monica, State of California, on November 24,
1997.
INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
By: /s/ Steven R. Westlund
-------------------------------------------
Steven R. Westlund, Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Steven
R. Westlund, Chief Executive Officer of the registrant, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Date Signature Title
- ---- --------- -----
<S> <C> <C>
November 24, 1997 /s/ Steven R. Westlund Chief Executive Officer and Director
------------------------
Steven R. Westlund
November 24, 1997 /s/ Peter J. Benz President and Director
------------------------
Peter J. Benz
November 24, 1997 /s/ Owen Naccarato Chief Financial Officer
------------------------
Owen Naccarato
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
5 Opinion of Robert Schulman, Esq. as to
the legality of securities being registered.
10.26 The 1997 Stock Compensation Plan
23.1 Consent of Beckman & Associates
23.2 Consent of Robert Schulman, Esq. (included in his
Opinion filed as Exhibit 5).
</TABLE>
II-6
<PAGE>
Exhibit 5
ROBERT D. SCHULMAN, P.C.
5 Bontecou Lane
New City, NY 10956
(914) 634-3255
=================
Interactive Medical Technologies, Ltd.
2139 Pontius Avenue
Los Angeles, CA 90025
November 21, 1997
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
I have acted as counsel to Interactive Medical Technologies, Ltd., a
Delaware corporation (the "Company"), and in such capacity have examined the
form of Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("SEC") by the Company on or
about November 21, 1997, in connection with the registration under the
Securities Act of 1933, as amended (the "Act") of 12,500,000 shares of common
stock, $.001 par value, of the Company (the "Shares"). The Shares will be
offered and sold pursuant to the Company's Registration Statement filed with the
SEC.
As counsel for the Company and for purposes of this opinion, I have
made those examinations and investigations of legal and factual matters I deemed
advisable, and have examined the originals, or copies certified to my
satisfaction as being true copies of the originals, of those corporate records,
certificates, documents and other instruments which I, in my judgment, have
considered necessary or appropriate to enable me to render the opinion expressed
below. For these purposes, I have relied, without independent investigation,
upon certificates provided by public officials and by officers of the Company as
to certain factual matters. I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, the conformity
to the original documents of documents submitted to me as certified or
photostatic copies, and the authenticity of the originals of the latter
documents.
On the basis of the foregoing, and relying solely thereon, I am of the
opinion that the Shares are duly authorized and, provided the Shares are issued,
delivered and paid for in the manner and upon the terms contemplated by the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
No opinion is expressed herein as to the application of state
securities or Blue Sky laws.
<PAGE>
I consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent I do not hereby admit that I am
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/ Robert D. Schulman, PC
ROBERT D. SCHULMAN, PC
11-21-1997
<PAGE>
EXHIBIT 10.26
INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
1997 STOCK COMPENSATION PLAN
1. Purpose of the Plan. The purpose of this 1997 Stock Compensation Plan
("Plan") of Interactive Medical Technologies, Ltd., a Delaware corporation
("Company") is to provide the Company with a means of compensating selected key
employees (including officers) and directors of and consultants to the Company
and its subsidiaries for their services with shares of Common Stock of the
Company.
2. Administration of the Plan. The Plan shall be administered by the
Company's Board of Directors (the "Board").
2.1 Award or Sale of Shares. The Company's Board shall (a) select
those key employees (including officers), directors and consultants to whom
shares of the Company's Common Stock shall be awarded or sold, and (b) determine
the number of shares to be awarded or sold; the time or times at which shares
shall be awarded or sold; whether the shares to be awarded or sold will be
registered with the Securities and Exchange Commission; and such conditions,
rights of repurchase, rights of first refusal or other transfer restrictions as
the Board may determine. Each award or sale of shares under the Plan shall be
evidenced by a written agreement between the Company and the person to whom
shares of the Company's Common Stock are awarded or sold.
2.2 Consideration for Shares. Shares of the Company's Common Stock
to be awarded or sold under the Plan shall be issued for such consideration,
having a value not less than the par value thereof, as shall be determined from
time to time by the Board in its sole discretion.
2.3 Board Procedures. The Board from time to time may adopt such rules
and regulations for carrying out the purposes of the Plan as it may deem proper
and in the best interests of the Company. The Board shall keep minutes of its
meetings and records of its actions. A majority of the members of the Board
shall constitute a quorum for the transaction of any business by the Board. The
Board may act at any time by an affirmative vote of a majority of those members
voting. Such vote may be taken at a meeting (which may be conducted in person or
by any telecommunication medium) or by written consent of Board members without
a meeting.
2.4 Finality of Board Action. The Board shall resolve all questions
arising under the Plan. Each determination, interpretation, or other action made
or taken by the Board shall be final and conclusive and binding on all persons,
including, without limitation, the Company, its stockholders, the Board and each
of the members of the Board.
2.5 Non-Liability of Board Members. No Board member shall be liable
for any action or determination made by him in good faith with respect to the
Plan or any shares of the Company's Common Stock sold or awarded under it.
2.6 Board Power to amend, Suspend, or Terminate the Plan. The Board
may, from time to time, make such changes in or additions to the Plan as it may
deem proper and
<PAGE>
in the best interests of the Company and its stockholders. The Board may also
suspend or terminate the Plan at any time, without notice, and in its sole
discretion.
3. Shares Subject to the Plan. For purposes of the Plan, the Board
of Directors is authorized to sell or award up to thirty million (30,000,000)
shares of the Company's Common Stock, $.001 par value per share ("Common
Stock").
4. Participants. All key employees (including officers) and
directors of and consultants to the Company and any of its subsidiaries
(sometimes referred to herein as "participants") are eligible to participate in
the Plan. A copy of this Plan shall be delivered to all participants, together
with a copy of any Board resolutions authorizing the issuance of the shares and
establishing the terms and conditions, if any, relating to the sale or award of
such shares.
5. Rights and Obligations of Participants. The award or sale of
shares of Common Stock shall be conditioned upon the participant providing to
the Board a written representation that, at the time of such award or sale, it
is the intent of such person(s) to acquire the shares for investment only and
not with a view toward distribution. The certificate for unregistered shares
issued for investment shall be restricted by the Company as to transfer unless
the Company receives an opinion of counsel satisfactory to the Company to the
effect that such restriction is not necessary under the pertaining law. The
providing of such representation and such restriction on transfer shall not,
however, be required upon any person's receipt of shares of Common Stock under
the Plan in the event that, at the time of award or sale, the shares shall be
(i) covered by an effective and current registration statement under the
Securities Act of 1933, as amended, and (ii) either qualified or exempt from
qualification under applicable state securities laws. The Company shall,
however, under no circumstances be required to sell or issue any shares under
the Plan if, in the opinion of the Board, (i) the issuance of such shares would
constitute a violation by the participant or the Company of any applicable law
or regulation of any governmental authority, or (ii) the consent or approval of
any governmental body is necessary or desirable as a condition of, or in
connection with, the issuance of such shares.
6. Payment of Shares.
(a) The entire purchase price of shares issued under the Plan
shall be payable in lawful money of the United States of America at the time
when such shares are purchased, except as provided in subsection (b) below.
(b) At the discretion of the Board, shares may be issued under
the Plan in consideration of services rendered; provided, however, that any
issuance of shares under the Plan shall be in compliance with Section 152 of the
Delaware General Corporation Law, as amended.
7. Adjustments. If the outstanding Common Stock shall be hereafter
increased or decreased, or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification,
2
<PAGE>
reorganization, merger, consolidation, share exchange, or other business
combination in which the Company is the surviving parent corporation, stock
split-up, combination of shares, or dividend or other distribution payable in
capital stock or rights to acquire capital stock, appropriate adjustment shall
be made by the Board in the number and kind of shares which may be granted under
the Plan.
8. Tax Withholding. As a condition to the purchase or award of shares, the
participant shall make such arrangements as the Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase or award.
9. Term of Plan.
9.1 Effective Date. The Plan shall become effective on November 1,
1997.
9.2 Termination Date. The Plan shall terminate at midnight on October
31, 2007, and no shares shall be awarded or sold after that time. The Plan may
be suspended or terminated at any earlier time by the Board within the
limitations set forth in Section 2.6.
10. Non-Exclusivity of Plan. Nothing contained in the Plan is intended to
amend, modify, or rescind any previously approved compensation plans, programs
or options entered into by the Company. This Plan shall be construed to be in
addition to and independent of any and all such other arrangements. The adoption
of the Plan by the Board shall not be construed as creating any limitations on
the power of authority of the Board to adopt, with or without stockholder
approval, such additional or other compensation arrangements as the Board may
from time to time deem desirable.
11. Governing Law. The Plan and all rights and obligations under it shall
be construed and enforced in accordance with the laws of the state of Delaware.
3
<PAGE>
Exhibit 23.1
[LETTERHEAD OF BECKMAN & ASSOCIATES]
November 20, 1997
The Board of Directors
Interactive Medical Technologies, Inc.
We consent to incorporation by reference in the Registration Statement (Form S-8
No., 0-21384) of Interactive Medical Technologies Inc. and subsidiaries of our
report dated April 10, 1997, relating to the consolidated financial statements
of Interactive Medical Technologies Inc. and subsidiaries included in the Annual
Report (Form 10-KSB) for the year ended December 31, 1996.
Our report dated April 10, 1997, contains an explanatory paragraph that states
that the Company's recurring losses and net deficit position raise substantial
doubt about its ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Beckman & Associates
