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As filed with the Securities and Exchange Commission on March 25, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KAIRE HOLDINGS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-3367421
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
AMENDMENT TO THE 1998 STOCK COMPENSATION PLAN
(Full title of the plan)
Steve R. Westlund
2139 Pontius Avenue
Los Angeles, California 90025
(310) 312-9652
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<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 900,000 shares $0.625 $562,500 $165.94
</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 March 19, 1998.
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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 7,133 shares of the Registrant's Common
Stock on March 23, 1998.
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.
EXHIBIT DESCRIPTION
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5 Opinion of Robert Schulman, Esq. as to the legality
of the securities being registered.
10.28 The Amendment to the 1998 Stock Compensation Plan.
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23.1 Consent of Beckman Kirkland & Whitney
23.2 Consent of Robert Schulman, Esq. (included in his opinion
filed as Exhibit 5).
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 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
2
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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.
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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 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 Los Angeles, State of California, on March 24, 1998.
Kaire Holdings Incorporated
By: /s/ Steven R. Westlund
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Steven R. Westlund, Chief Executive Officer
By: /s/ Peter J. Benz
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Peter R. Benz, President and Director
By: /s/ Owen Naccarato
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Owen Naccarato, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Robert Schulman, Esq. as to
the legality of securities being registered.
10.28 Amendment to The 1998 Stock Compensation Plan
23.1 Consent of Beckman Kirkland & Whitney
23.2 Consent of Robert Schulman, Esq. (included in his
Opinion filed as Exhibit 5).
5
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EXHIBIT 5
[LETTERHEAD OF ROBERT D. SCHULMAN, P.C.]
Kaire Holdings Incorporated
2139 Pontius Avenue
Los Angeles, CA 90025
March 23, 1998
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Kaire Holdings Incorporated, 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
March 23, 1998, in connection with the registration under the Securities Act
of 1933, as amended (the "Act") of 900,000 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 the 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 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 that 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.
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
ROBERT D. SCHULMAN, PC
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Exhibit 10.28
KAIRE HOLDINGS INCORPORATED
AMENDMENT TO THE
1998 STOCK COMPENSATION PLAN
1. Purpose of the Amendment to the Plan. The purpose of the Amendment
to the 1998 Stock Compensation Plan ("Plan") of Kaire Holdings Incorporated, 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 rendered in
connection with, 1) Company name change, 2) stock reverse split and 3) Company
symbol change, with shares of Common Stock of the Company and 4) the China
Acquisition.
2. Administration of the Amendment to the Plan. The Amendment to the
Plan shall be administered by the Company's Board of Directors (the "Board").
2.1 Award or Sales 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 Amendment to the
Plan may or may not be evidenced by a written agreement between the Company and
the persons 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 Amendment to the Plan shall be issued for such
consideration, having a value not less than 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 Amendment to 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 shall 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 Amendment to 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.
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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
Amendment 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 Amendment to the
Plan. The Board may, from time to time, make such changes in or additions to the
Amendment to the Plan as it may deem proper and 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 Amendment to the Plan. For purposes of the
Amendment to the Plan, the Board of Directors is authorized to sell or award up
to 900,000 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
Amendment to the Plan. A copy of this Amendment to the 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 Amendment
to 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 Amendment to 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 Amendment
to 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
Amendment to the Plan in consideration of services rendered; provided, however,
that any
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issuance of shares under the Amendment to 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, 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 Amendment to 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. Terms of the Amendment to the Plan.
9.1 Effective Date. The Amendment to the Plan shall become
effective on January 2, 1998.
9.2 Termination Date. The Amendment to the Plan shall terminate at
Midnight on December 31, 2001, and no shares shall be awarded or sold after that
time. The Amendment to 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 the Amendment to the Plan. Nothing contained in
the Amendment to the Plan is intended to amend, modify, or rescind any
previously approved compensation plans, programs or options entered into by the
Company. This Amendment to the Plan shall be construed to be in addition to and
independent of any and all such other arrangements. The adoption of the
Amendment to 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 Amendment to the Plan and all rights and
obligations under it shall be construed and enforced in accordance with the laws
of the state of Delaware.
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EXHIBIT 23.1
[LETTERHEAD OF BECKMAN KIRKLAND AND WHITNEY]
March 23, 1998
The Board of Directors
Kaire Holdings Incorporated
We consent to incorporation by reference in the Registration Statement
(Form S-8) dated March 23, 1998 of Kaire Holdings Incorporated of our report
dated April 10, 1997, relating to the consolidated financial statements of
Interactive Medical Technologies, Ltd. 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 Kirkland & Whitney
