Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VASOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2871434
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
180 Linden Avenue, Westbury, New York 11590
(Address of principal executive offices) (Zip Code)
VASOMEDICAL, INC. 1999 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
D. Michael Deignan, President
Vasomedical, Inc.
180 Linden Avenue
Westbury, New York 11590
(Name and address of agent for service)
(516) 997-4600
(Telephone number, including area code, of agent for service)
copy to:
David H. Lieberman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered Registered (1) per security (2) price (2) registration fee
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001
per share 1,000,000 shs. (3)(4) $4.50 $4,500,000 $1,251
(1) The Registration statement also covers an indeterminate number of shares of
Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the plan.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Company's Common Stock
reported on Nasdaq on July 24, 2000, pursuant to Rule 457.
(3) Represents additional shares of Common Stock issuable under the
Vasomedical, Inc. 1999 Stock Option Plan, as amended.
(4) Pursuant to Rule 457, a registration fee of $1,251 is payable with respect
to the additional 1,000,000 shares of Common Stock issuable under the
Vasomedical, Inc. 1999 Stock Option Plan, as amended.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement on Form S-8 is being filed to register an
additional 1,000,000 shares of Common Stock available for issuance under the
Registrant's 1999 Stock Option Plan, as amended. An initial Registration
Statement on Form S-8 (Registration Statement No. 333-85457) was previously
filed with respect to that plan. The contents of such earlier Registration
Statement No. 333-85457 are hereby incorporated by reference.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 after the date of this Registration
Statement and prior to the termination of this offering of Common Stock 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. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supercedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
therein). Requests for such copies should be directed to the Secretary,
Vasomedical, Inc., 180 Linden Avenue, Westbury, New York 11590, (516) 997-4600
ext.790.
Item 8. Exhibits.
4 1999 Stock Option Plan, as amended
5 Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in
their opinion filed as Exhibit 5
23.2 Consent of Grant Thornton LLP
24 Power of Attorney included in signature page hereof
<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 thereunto duly authorized, in Westbury, New
York on the 31st day of July, 2000.
VASOMEDICAL, INC.
By: /s/ D. Michael Deignan
--------------------------------------------
D. Michael Deignan, President and Chief Executive
Officer and Director (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints D. Michael Deignan and Joseph A. Giacalone, and
each of them, his true and lawful attorneys-in-fact and agents, 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, granting unto said attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
indicated on July 31, 2000.
Signatures Title
---------- -----
----------------------------- Director
Alexander G. Bearn
/s/ David S. Blumenthal Director
-----------------------------
David S. Blumenthal
/s/ Abraham E. Cohen Chairman of the Board
-----------------------------
Abraham E. Cohen
/s/ D. Michael Deignan
----------------------------- President, Chief Executive Officer and
D. Michael Deignan Director (Principal Executive Officer)
/s/ Joseph A. Giacalone
----------------------------- Secretary and Chief Financial Officer
Joseph A. Giacalone (Principal Financial and Accounting
Officer)
/s/ John C.K. Hui Director
-----------------------------
John C. K. Hui
----------------------------- Director
Photios T. Paulson
/s/ Kenneth W. Rind Director
-----------------------------
Kenneth W. Rind
/s/ E. Donald Shapiro Director
-----------------------------
E. Donald Shapiro
/s/ Anthony Viscusi Director
-----------------------------
Anthony Viscusi
/s/ Forrest R. Whittaker Director
-----------------------------
Forrest R. Whittaker
/s/ Zhen-sheng Zheng Director
-----------------------------
Zhen-sheng Zheng
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Vasomedical, Inc.
Form S-8 Registration Statement
E X H I B I T I N D E X
Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
------------------------------------------------------------------------------
4 1999 Stock Option Plan, as amended
5 Opinion and Consent of Counsel
23.1 Consent of Counsel See Exhibit 5
23.2 Consent of Grant Thornton LLP
24 Power of Attorney See signature page
