UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
------------------------------------------------------
(Name of small business issuer in its charter)
FLORIDA 65-2954561
- ----------------------------- -------------------------
(State or other jurisdiction (I.R.S. Employer or
of incorporation organization) Identification No.)
3125 Nolt Road, Lancaster, PA 17601
- ------------------------------------------- -------------------------
(Address of principal place of business) (zip code)
Medical Technology and Innovations, Inc. Consultant Stock Compensation Plan
------------------------------------------------------
(Full title of the plan)
Donald F. Mintmire, Esq., 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480
Tel: (561) 832-5696
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFER REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE PER SHARE FEE (1)
------------------- ------------ ---------------- --------------- ------------
Common Stock 668,000 (2) $0.22 $146,960 $100
No par
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the closing sale price of
the Company's Common Stock on April 24, 1998 as reported on the OTC Electronic
Bulletin Board.
(2) Represents the maximum number of shares to which options may be granted
under the Medical Technology and Innovations, Inc. Consultant Stock Compensation
Plan (the "Plan").
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(1) The Registrant's Annual Report on Form l0-KSB for the fiscal
year ended June 30, 1997;
(2) All other reports filed by the Registrant with the Commission
pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant's Annual Report referred to above; and
(3) The description of the Common Stock of the Registrant contained
in the Registran's Registration Statement.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto 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 herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Registrant contain provisions which provide for the
indemnification of directors, officers, and other employees or agents of the
Registrant properly appointed to serve in an official capacity who while acting
in good faith, in the best interests of the Registrant, and within the scope of
their offices, are or are threatened to be named as a defendant or respondent in
a civil or criminal action. The extent of the indemnification is limited to
judgements, penalties, fines, settlements and reasonable expenses actually
incurred.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* 5.1 Opinion of Mintmire & Associates
* 10.1 Medical Technology and Innovations, Inc. Consultant Stock
Compensation Plan
* 23.1 Consent of Simon Lever & Company
<PAGE>
23.2 Consent of Mintmire & Associates (contained in the opinion
filed as Exhibit 5.1 hereof)
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) (1) to file, during any period in which it offers or sells securities,
a post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, to treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 Company 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 Company will, unless in the opinion of this
counsel that 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
jurisdiction of such issue.
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, in the City of Lancaster, Pennsylvania, on
April 24, 1998.
MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
By:/s/ ROBERT BRENNAN
Robert Brennan, President
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 4/24/98
Jeremy Feakins
/s/ JOHN BEHRMANN Director 4/24/98
John Behrmann
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Mintmire & Associates
10.1 Medical Technology and Innovations, Inc. Consultant Stock
Compensation Plan
23.1 Consent of Simon Lever & Company
EXHIBIT 5.1
April 24, 1998
Board of Directors
Medical Technology & Innovations, Inc.
3125 Nolt Road
Lancaster, PA 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 April 27,
1998, in connection with the registration under the Securities Act of 1933, as
amended, of 900,000 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. (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 900,000 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,
MINTMIRE & ASSOCIATES
By: /s/ Donald F. Mintmire, Esq.
Donald F. Mintmire, Esq.
DFM/mt
EXHIBIT 10.1
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 Common
Stock of the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or
warrants to purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the Common Stock of the Company.
5. "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
6. "Consultant" means any person or entity (i) who has rendered or
will render bona fide services to the Company, and (ii) 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.
7. '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 April 20, 1998.
IV. ADMINISTRATION OF THE PLAN.
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
<PAGE>
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 668,000 shares which number represents 668,000 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 Consultant 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 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. 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
<PAGE>
to that date.
XII. 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.
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the Registration Statement
of Medical Technology & Innovations, Inc. on Form S-8 to be filed on or about
April 27, 1998 of our report dated November 25, 1997 on the consolidated
financial statements of Medical Technology & Innovations, Inc. and subsidiaries
which expresses an unqualified opinion and includes an explanatory paragraph
relating to a going concern uncertainty appearing in the Annual Report on Form
l0-KSB of Medical Technology & Innovations, Inc. for the year ended June 30,
1997.
/s/ SIMON LEVER & COMPANY
Lancaster, Pennsylvania
April 27, 1998
