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Filed with the Securities and Exchange Commission on March 14, 1996
Registration No.
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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
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MEDICAL TECHNOLOGY SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF DELAWARE 12920 AUTOMOBILE BOULEVARD 59-2740462
(State or Other CLEARWATER, FLORIDA 34622 (I.R.S. Employer
Jurisdiction of (Address, including zip code Identification No.)
Incorporation or of principal executive office)
Organization)
MEDICAL TECHNOLOGY SYSTEMS, INC. - STOCK PURCHASE PLAN
(Full title of the plan)
MICHAEL T. CRONIN, ESQUIRE
JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A.
911 CHESTNUT STREET
POST OFFICE BOX 1368
CLEARWATER, FLORIDA 34617
(813) 461-1818
(Name, address, and telephone number
of agent for service)
1 of ___ Pages
Exhibit Index on Page ___
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to To Be Offering Price Aggregate Offering Registration
Be Registered (2) Registered Per Share (1) Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $0.25 $500,000 $172.41
par value $.01 shares
</TABLE>
(1) Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) This Registration Statement will become effective immediately upon filing
with the Securities and Exchange Commission. However, any offers or sales of
the securities covered by this Registration Statement by affiliates or the offer
or sale of "control" securities shall only be made by the means of a reoffer
prospectus which complies with the requirements of Form S-3 which reoffer
prospectus shall be filed as a post-effective amendment to this Form S-8
Registration Statement in accordance with the general instructions to Form S-8.
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Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
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PART I
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part
I will be delivered to the participants in this Plan as required by Securities
Act Rule 428(b). Such documents are not being filed as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K (including proxy materials
incorporated by reference) for the year ended March 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the months ended
June 30, 1995, September 30, 1995, and December 31, 1995.
(c) Form 8-K dated January 13, 1996.
(d) All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Michael T. Cronin, a shareholder in the firm of Johnson, Blakely, Pope,
Bokor, Ruppel & Burns, P.A., owns 10,000 share of the Registrant's common stock.
The Registrant has pledged up to 150,000 shares of its common stock authorized
pursuant to this Plan as security for repayment of fees due this firm for legal
services.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "GCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amount paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal actions, or proceeding, had no
reasonable cause to believe that their conduct was unlawful. A similar standard
is applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder vote,
agreement or otherwise. The Registrant's Articles of Incorporation and Bylaws
requires the Registrant to indemnify its officers and directors to the fullest
extent permitted under the GCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIM.
Not Applicable.
ITEM 8. EXHIBITS.
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4 Form of Stock Purchase Plan
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
ITEM 9. UNDERTAKINGS.
A. UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
SECURITIES.
(1) The Registrant hereby undertakes 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) The Registrant hereby undertakes 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) The Registrant hereby undertakes 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. UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(b) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
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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, on March 14, 1996.
MEDICAL TECHNOLOGY SYSTEMS, INC.
By: /s/
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Todd E. Siegel,
Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer
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.
SIGNATURE TITLE DATE
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/s/ Chairman of the Board, 3/14/96
- --------------------- Chief Executive Officer,
Todd E. Siegel Chief Financial Officer,
Principal Accounting Officer
/s/ Director 3/14/96
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Gerald Couture
/s/ Director 3/14/96
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David Kazarian
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Title Number
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4 Stock Purchase Plan 8
5 Opinion re legality 11
23.1 Consent of Independent Certified Public Accountants 13
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
<PAGE>
MEDICAL TECHNOLOGY SYSTEMS, INC.
STOCK PURCHASE PLAN
MEDICAL TECHNOLOGY SYSTEMS, INC., (hereinafter the "Company" which term
also includes all subsidiaries and employees of subsidiaries) hereby adopts this
Stock Purchase Plan (hereinafter the "Plan") for the benefit of certain eligible
employees, consultants and advisors of the Company and its subsidiaries.
RECITALS
A. The Company hereby adopts the Plan for the purpose of providing a
means by which certain eligible employees, consultants and advisors of the
Company and its subsidiaries may purchase the common stock of the Company
through a plan administered by the Company.
B. This Plan is adopted pursuant to a resolution adopted by the Board of
Directors of the Company of even day herewith. By way of background, the Board
of Directors previously approved the 1995 Employee Stock Purchase Plan.
However, recent changes in the affairs of the Company have caused a substantial
reduction in the market value of the Company's shares. Accordingly, the Board
of Directors considers it unfair for participants to receive shares of the
Company's common stock at an exchange value substantially higher than current
market prices. The intent of the Plan is to put participants in at least the
same economic position they would have otherwise been in had such participants
elected to receive cash for their services. Accordingly, this Plan amends and
restates in its entirety the Company's 1995 Employee Stock Purchase Plan, which
is hereby cancelled and replaced by this Plan. In addition, at the current time
the Company does not have available cash resources.
NOW, THEREFORE, the Company hereby adopts the following Stock Purchase Plan
the terms of which are as hereinafter provided:
1. PURPOSE. The purpose of this Plan is to provide a convenient means by
which eligible employees, consultants and advisors of the Company and its
subsidiaries may become shareholders in the Company. The Board of Directors of
the Company believes it to be desirable to permit the employees, consultants and
advisors of the Company to participate in the ownership of the Company through
the purchase of shares of the Company's common stock. Such ownership
strengthens the sense of identity between the Company, employees, consultants
and advisors and furthers the recognition of the unity of purpose essential to
the continued growth of the Company to the material benefit of its shareholders.
Likewise, at the present time the Board of Directors believes it is important to
reduce the cash flow pressures of the Company and thus believes this Plan is in
the best interests of the Company, its employees, stockholders and creditors.
2. ELIGIBILITY. All employees who agreed to salary reductions and
certain consultants and advisors of the Company who agree to accept shares of
the Company's common stock as opposed to cash remuneration for their services or
any of its subsidiaries shall be eligible to participate in the Plan.
3. PARTICIPATION. Eligible employees who wish to participate in the Plan
shall have executed a form furnished by the Company indicating they have elected
to participate in this Plan. Payroll reductions must be in whole dollar amounts
only. Upon execution or amendment of a payroll reduction authorization by an
employee, the employee shall be considered to have made a commitment to continue
the payroll reduction in the amount as indicated in the payroll reduction
authorization.
4. DETAILS OF PLAN. The Plan requires employees to forego a certain
portion of their regular compensation in exchange for shares of the Company's
common stock. Schedule "A" attached hereto sets forth a list of employees and
the number of shares each employee is entitled to receive under the Plan.
Consultants and advisors are authorized to participate in this Plan and to
receive shares of the Company's common stock pursuant to the provisions set
forth below. Any consultant or advisor who elects to receive shares of the
Company's common stock as opposed to cash compensation may only do so providing
their services are not in connection with the offer or sales of securities in a
capital raising transaction.
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The amount of each participating employee's total reductions in salary
or the amount agreed to by a consultant or advisor is the value of such
consultants or advisors services divided by the fair market value of the shares
of the Company's common stock as determined by the Board of Directors. The
Board of Directors has determined that the fair market value of shares of the
Company's common stock for purposes of this Plan is $.25 per share for employees
and $.50 per share for consultants and advisors.
The Company hereby reserves two million (2,000,000) shares of its
common stock, par value under $.01 for issuance under this Plan. The Company
will use its best efforts to register the shares subject to this Plan under the
Securities Act of 1933, as amended (the "1933 Act") pursuant to a Form S-8
Registration Statement. Issuance of shares under this Plan is subject to
compliance with applicable state and federal securities, labor, and employment
laws.
5. PURCHASE OF STOCK. On or before March 30, 1996, the Company shall
issue to each participating employee, consultant and advisor the appropriate
number of shares of the Company's common stock. For example: If a total of One
Thousand Dollars ($1,000.00) is deducted for a participating employee, the
Company shall issue to the employee the number of shares (rounded to the nearest
whole number) equal to the compensation deferred divided by $.25:
$1,000.00 = 4,000 shares
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$.25
6. CUSTODY AND ISSUANCE OF STOCK. Stock certificates when originally
issued under this Plan will be registered in the name of the participant or in
the name of another person or persons as instructed by the participant and will
be delivered to the participant or to his order. Upon issuance of the
certificate(s), the Company shall register the name of such participant in this
Plan on the books and records of the Company as a stockholder for the number of
shares represented by the certificate(s).
7. EXPENSES. The charges and all costs of maintaining records hereunder
will be borne by the Company. Brokerage expenses in the purchase and sale of
shares shall be borne by the employee or participant.
8. RESPONSIBILITY. Neither the Company nor the broker through whom
purchase orders are executed shall have any responsibility or liability or thing
done or left undone, including, without limiting the generality of the
foregoing, any action taken with respect to the price, time, quantity, or other
conditions and circumstances of the purchase of shares under the terms of the
Plan. A determination by the Company as to any question that may arise
regarding the Plan's conduct or operation shall be final.
Dated this 14th day of March , 1996.
MEDICAL TECHNOLOGY
SYSTEMS, INC.
By: /s/ GERALD COUTURE
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Its: Vice President
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[JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A.
ATTORNEYS AND COUNSELLORS AT LAW
LETTERHEAD]
FILE NO. 19371.94919
March 14, 1996
Medical Technology Systems, Inc.
12920 Automobile Boulevard
Clearwater, FL 34622
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended (the
"Act"), of 2,000,000 shares (the "Shares") $.01 par value per Share of the
Common Stock of Medical Technology Systems, Inc., (the "Company") for delivery
under the Company's Stock Purchase Plan (the "Plan").
We have acted as counsel for the Company in connection with the above
described Registration Statement and as such counsel have made an examination of
such of the Company's documents, records, certificates, papers and legal matters
as we deem necessary to form the basis for our opinion expressed herein. Based
on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and, as of the date of this
opinion,
<PAGE>
is validly existing as a corporation in good standing under the laws of the
State of Delaware.
2. The Shares have been duly authorized and, upon issuance in accordance
with the Plan, will be legally issued, fully-paid and non-assessable under the
laws of the State of Delaware (the state of incorporation of the Company).
We consent to the use of our name in the Registration Statement, and to the
filing of this opinion and consent as an exhibit to the Registration Statement.
Very truly yours,
/s/ MICHAEL T. CRONIN
Michael T. Cronin
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Medical Technology Systems, Inc. - Stock Purchase
Plan of our report, dated March 14,1996, on the financial statements of Medical
Technology Systems, Inc., included in the Annual Report on Form 10-K for the
year ended March 31, 1995.
Clearwater, Florida PENDER, NEWKIRK & CO.
March 12, 1996
By: /s/ PENDER, NEWKIRK & CO.
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Its:
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