As filed with the Securities and Exchange Commission on June 2, 1997.
Registration Number 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
Florida 65-2954561
State of Incorporation IRS EMPLOYEE IDENTIFICATION NUMBER
STOCK COMPENSATION PLAN
(Full title of Plan)
Eric P. Littman, Esquire
1428 Brickell Avenue, 8th Floor
Miami, Florida 33131
(305) 372-3322
(Name, Address and Telephone Number of Agent for Service)
- -------------------------------------------------------------------------------
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From Time to Time after this Registration Statement becomes Effective
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED OFFERING OFFERING PRICE FEE(1)
REGISTERED PRICE PER
SHARE
- -------------------------------------------------------------------------------
Common Stock 100,000 $.30 $30,000 $100
No Par Value shares
(1) Estimated solely for the purpose of calculating the registration fee on the
based upon the average bid and asked price of the Common Stock on the OTC
Electronic Bulletin Board on May 29, 1997.
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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
100,000 Shares
MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
Common Stock
This Prospectus relates to 100,000 shares of common stock, no par
value (the "Common Stock"), of Medical Technology and Innovations, a Florida
corporation (the "Company"), issuable pursuant to Stock Compensation Plan
described herein.
The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof. No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is May 25, 1997.
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DESCRIPTION OF CONSULTANT STOCK OPTION PLAN
In order to aid the future growth of the Company, the Company has
adopted a Consultant Stock Option Plan. The purpose of the Plan is allow the
Company to compensate consultants and certain other people who have provided
bona fide services to the Company through the award of the Company's common
stock.
REGISTRATION OF THE SHARES
Pursuant to the Agreement, the Company has agreed to register the Shares
on a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, in connection with their original issuance to the consultant. This
Prospectus relates to a Registration Statement on Form S-8 which was filed with
the Securities and Exchange Commission on the date hereof and which became
effective as of such filing.
RESALE OF THE SHARES
The Agreement does not impose any restrictions on the resale of the
Shares. However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such term is defined in Rule 144 promulgated under the Securities
Act, at any such time, such person will be subject to the limitations on the
amount of securities which may be sold imposed under Rule 144(e)(1). Rule
144(e)(1) generally provides that the number of shares of Common Stock which may
be sold in any three month period may not exceed the greater of (i) 1% of the
outstanding Common Stock as shown by the most recent published report of the
Company or (ii) the average weekly reported volume of trading in the Common
Stock, as reported through NASDAQ, for the four weeks preceding the filing of a
notice of proposed sale of the Common Stock, if required under Rule 144(b) under
the Securities Act, or preceding the date of receipt of the order to execute the
transaction by the broker or the date of execution directly with a market maker.
Additional information regarding the Agreement not set forth in this
Prospectus may be obtained obtained from the Company at 3125 Nolt Road,
Lancaster, PA 17601.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, the consultant recognized
ordinary income for federal income tax purposes in an amount equal to the then
fair market value of the Shares received by such consultant. The consultant will
recognize gain or loss on the subsequent sale of the Shares in an amount equal
to the difference between the amount realized and the tax basis of such Shares,
which will equal the amount included in the consultants' income by reason of the
issuance of the Shares. Provided such Shares are held as a capital asset, such
gain or loss will be long-term or short-term capital gain or loss depending upon
whether the Shares have been held for more than one year.
The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Code.
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This discussion is only a summary of certain significant federal income
tax consequences and each consultant should consult an independent tax adviser
as to all of the federal and state income tax consequences relating to the
receipt or sale of the Shares.
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the
Form S-8, and any other documents required to be delivered pursuant to Rule
428(b), promulgated under the Securities Act, are available from the Company,
without charge, upon written or oral request. Requests for documents should be
directed to the President of the Company. The documents incorporated by
reference in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(C), 14 and 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission. The following documents, which are on file
with the Securities and Exchange Commission, are incorporated in this
Registration Statement by reference:
(a) the Registrant's: (i) latest annual report filed pursuant
to Section 13(a) or 15(d) of the Exchange Act; (ii) the latest prospectus filed
pursuant to Rule 4524(b) under the Securities and Exchange Act of 1933, as
amended (the "Act"), which contains, either directly or by incorporation by
reference, audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed,; or (iii) the Registrant's effective
registration statement on Form S-18, if any, filed under the Exchange Act
containing audited financial statements for the Registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
reports or the prospectus referred to in (a) above.
(c) The Registrant's definitive proxy statement or the
information statement, if any, filed pursuant to Section 14 of the Exchange Act
in connection with the latest annual meeting of its stockholders, and any
definitive proxy or information statements so filed in connection with any
subsequent special meeting of its stockholders.
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(d) The description of the Common Stock which are contained in
registration statements filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
(e) Information as to stock options, including the amount
outstanding, exercises, prices and expiration dates, included in the
Registrant's definitive proxy statement, described in (c) above and which will
be included in the future either in the Registrant's proxy statements, annual
reports or appendices to the prospectus.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The authorized capital common stock of the Company consists of
400,000,000 shares of Common Stock, no par value. Holders of the Common Stock do
not have preemptive rights to purchase additional shares of Common Stock or
other subscription fights. The Common Stock carries no conversion rights and is
not subject to redemption or to any sinking fund provisions. All shares of
Common Stock are entitled to share equally in dividends from sources legally
available therefor when, as and if declared by the Board of Directors and, upon
liquidation or dissolution of the Company, whether voluntary or involuntary, to
share equally in the assets of the Company available for distribution to
stockholders. All outstanding shares of Common Stock are validly authorized and
issued, fully paid and nonassessable, and all shares to be sold and issued as
contemplated hereby, will be validly authorized and issued, fully paid and
nonassessable. The Board of Directors is authorized to issue additional shares
of Common Stock, not to exceed the amount authorized by the Company's
Certificate of Incorporation, on such terms and conditions and for such
consideration as the Board may deem appropriate without further stockholder
action. The above description concerning the Common Stock of the Company does
not purport to be complete. Reference is made to the Company's Certificate of
Incorporation and Bylaws which are available for inspection upon proper notice
at the Company's offices, as well as to the applicable statutes of the State of
Florida for a more complete description concerning the rights and liabilities of
stockholders. Each holder of Common Stock is entitled to one vote per share on
all matters on which such stockholders are entitled to vote. Since the shares of
Common Stock do not have cumulative voting rights, the holders of more than 50
percent of the shares voting for the election of directors can elect all the
directors if they choose to do so and, in such event, the holders of the
remaining shares will not be able to elect any person to the Board of Directors.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No such interests.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Florida Corporation Law, under the Company's
Certificate of Incorporation and By-Laws, the Company shall to the fullest
extent permitted by Florida Law, as the same shall be added and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said Section, and the indemnification
provided for therein shall not be deemed exclusive of any other right to which
any person may be entitled under any By-Law, resolution of shareholders,
resolution of directors, agreement or otherwise, as permitted by said Article,
as to action in any capacity in which he served at the request of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange Commission, such
indemnification is against public policy as expressed n the Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person, in connection with securities being registered, the
Company 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 as to 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
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(a) 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;
(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
such information in the registration statement;
provided, however, that paragraphs (I) and (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.
(b) 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.
(c) 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.
2. The 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 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 in 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, in the city of Lancaster, Pennsylvania this ___d day of May, 1997.
MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
BY: /s/ JEREMY FEAKINS
----------------------------------------
Jeremy Feakins, Chief Executive 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
/s/ JEREMY FEAKINS Director 5/30/97
- ---------------------------- Chief Executive Officer
Jeremy Feakins
/s/ ROBERT D. BRENNAN Director 5/30/97
- ----------------------------
Robert D. Brennan
/s/ JOHN BERHMAN Director 5/30/97
- ----------------------------
John Berhman
/s/ STEVEN GILL Director 5/30/97
- ---------------------------- Chief Financial Officer
Steven Gill
/s/ WILLIAM SCOTT Director 5/30/97
- ----------------------------
William Scott
/s/ MATHEW CRIMMINS Director 5/30/97
- ----------------------------
Matthew Crimmins
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Form S-18 Registration Statement under
the Securities Act of 1933 filed with the Commission on the
17th day of March, 1989, file number 33-27610- A).
3.2 By-Laws of the Company (incorporated herein by reference to
Form S-18 Registration Statement under the Securities Act of
1933 filed with the Commission on the 17th day of March, 1989,
file number 33-27610-A).
4.1 Consultant Stock Compensation Plan
5.3 Opinion of Eric P. Littman, P.A.
24.1 Consent of Eric P. Littman, P.A. (contained in 5.3)
24.2 Consent of Simon Lever & Company
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EXHIBIT 4.1
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MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
CONSULTANT STOCK COMPENSATION PLAN
I. Purpose of the Plan.
The purpose of this Plan is to further the growth of Medical Technology
and Innovations, Inc. and its Subsidiaries (together being the "Company") by
allowing the Company to compensate consultants and certain other persons who
have provided bona fide services to the Company, through the award of the
Company's Common Stock.
II. Definitions.
Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:
a. "Award" means any grant of (i) Common Stock or (ii) options or
warrants to purchase Common Stock made under this Plan.
b. "Board of Directors" means the Board of Directors of the
Company.
c. "Code" means the Internal Revenue Code of 1986, as amended.
d. "Common Stock" means the Common Stock of the Company.
e. "Date of Grant" means the day the Board of Directors
authorized the grant of an Award or such later date as may be
specified by the Board of Directors as the date a particular
Award will become effective.
f. "Consultant" means any person or entity (i) who has rendered
or will render bona fide services to the Company, (ii) who is
not an employee of the Company, and (iii) who, in the opinion
of the Board of Directors, are in a position to make, or who
have previously made, a significant contribution to the
success of the Company.
g. "Subsidiary" means any corporation that is a subsidiary with
regard to as that term is defined in Section 424(f) of the
Code.
III. Effective Date of the Plan.
The effective date of this Plan is May 28, 1997.
IV. Administration of the Plan.
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The Board of Directors will be responsible for the administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan and applicable law, the Board of Directors shall have
full authority and sole and absolute discretion to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on the
matters referred to in this Section shall be conclusive. The Board of Directors
shall have sole and absolute discretion to amend this Plan. No member of the
Board of Directors shall be liable for any act or omission in connection with
the administration of this Plan unless it resulted from the member's willful
misconduct.
V. Stock Subject to the Plan.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 100,000 shares which number represents 100,000 shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems available.
VI. Persons Eligible to Receive Awards.
Awards may be granted only to Consultants.
VII. Grants of Awards.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Consultants Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Employee will relate, and the terms and conditions upon which an Award may
be issued (including, without limitation, the date of exercisability, exercise
price and term of any Award which constitutes an option or warrant to purchase
Common Stock). No grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations promulgated thereunder.
VIII. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of an Award, the
Company shall deliver to the person who is the recipient of the Award, a
certificate or certificates registered in that person's name, representing the
number of shares of Common Stock that were granted. If applicable, each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction which was not registered under the
Act, and may only be sold or transferred in a transaction that is
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registered under the Act or is exempt from the registration requirements of the
Act.
IX. Right to Continued Engagement.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
X. Laws and Regulations.
1. The obligation of the Company to sell and deliver shares of Common
Stock on the grant of an Award under this Plan shall be subject to the condition
that counsel for the Company be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in
order to provide officers and directors with certain exemptions from Section
16(b) of the Securities Exchange Act of 1934, as amended.
XI. Withholding of Taxes.
If subject to withholding tax, the Company shall be authorized to
require that the Consultant or other appropriate person remit to the Company an
amount sufficient to satisfy any federal, state or local withholding
requirements. If and to the extent that withholding is required, the Board of
Directors may permit the Consultant to elect to withhold from the shares to be
issued hereunder a sufficient number of shares to satisfy the Company's
withholding obligations.
XII. Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIII. Delivery of Plan.
A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any, of
participation.
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EXHIBIT 5.3
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May 30, 1997
Board of Directors
Medical Technology, Inc.
255 Butler Avenue
Suite 101
Lancaster, P.A. 17601
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about May 30,
1997, in connection with the registration under the Securities Act of 1933, as
amended, of 100,000 shares of the Company's Common Stock, no par value
(exclusive of any securities associated therewith, the "Stock") to be sold by
you pursuant to the Company's Consultant Stock Compensation Plan, as amended
(the "Purchase Plan").
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Purchase Plan.
It is our opinion that the 100,000 shares of the Stock that may be issued and
sold by the Company pursuant to the Plan, when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ ERIC P. LITTMAN
- -----------------------
Eric P. Littman
EPL/ic
EXHIBIT 24.2
<PAGE>
May 30, 1997
Board of Directors
Medical Technology, Inc.
255 Butler Avenue
Suite 101
Lancaster, PA 17601
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our most recent
report filed with the Commission, and references to our firm included in this
S-8 registration statement.
/s/ SIMON LEVER & COMPANY
- ------------------------------
Simon Lever & Company
