<PAGE>
As filed with the Securities and Exchange Commission on January 9, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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)
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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)
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 50,000,000 shares $ .04 $ 2,000,000 $ 590.00
</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 December 11, 1997, and also based
on the per share value of $.0375 used to obtain December 1997 bridge
financing.
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<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
January 8, 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.
10.27 The 1998 Stock Compensation Plan.
<PAGE>
23.1 Consent of Beckman & Associates.
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 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.
<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 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 January 9, 1998.
INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
By: /s/ Steven R. Westlund
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Steven R. Westlund, Chief Executive Officer
and Director
By: /s/ Peter Benz
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Peter Benz, President and Director
By: /s/ Owen Naccarato
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Owen Naccarato, Chief Executive Officer and
Director
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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.
10.27 The 1998 Stock Compensation Plan
23.1 Consent of Beckman & Associates
23.2 Consent of Robert Schulman, Esq.
(included in his Opinion filed as
Exhibit 5).
<PAGE>
[LETTERHEAD OF ROBERT D. SCHULMAN, P.C.]
Interactive Medical Technologies, Ltd.
2139 Pontius Avenue
Los Angeles, CA 90025
January 8, 1998
Re: Registration Statement on Form S-8
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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 January 8, 1998, in connection with the registration under the Securities
Act of 1933, as amended (the "Act") of 50,000,000 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.
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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, P.C.
ROBERT D. SCHULMAN, P.C.
<PAGE>
Exhibit 10.27
INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
1998 STOCK COMPENSATION PLAN
1. Purpose of the Plan. The purpose of this 1998 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 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 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 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 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 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.
<PAGE>
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 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 50,000,000 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
<PAGE>
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 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
January 2, 1998.
9.2 Termination Date. The Plan shall terminate at Midnight
on December 31, 2001, 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.
<PAGE>
[LOGO OF BECKMAN & ASSOCIATES]
Exhibit 23.1
January 8, 1998
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
