As filed with the Securities and Exchange Commission on August 8, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
ORTHOLOGIC CORP.
(Exact name of registrant as specified in its charter)
Delaware 86-0585310
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2850 South 36th Street #16, Phoenix, Arizona 85034
(Address of Principal Executive Offices) (Zip Code)
--------
ORTHOLOGIC CORP. STOCK OPTION PLAN
(Full title of the plan)
--------
Allan M. Weinstein Copy to:
Chief Executive Officer Paul M. Gales, Esq.
ORTHOLOGIC CORP. QUARLES & BRADY
2850 South 36th Street, #16 One East Camelback Road, Suite 400
Phoenix, Arizona 85034 Phoenix, Arizona 85012-1659
(Name and address of agent for service)
----------
(602) 437-5520
(Telephone number, including area code, of agent for service)
--------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed maximum
Amount to be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0005 par value per share 1,200,000 shares(1) (2) $13,710,007.81(2) $4,727.59
====================================================================================================================================
</TABLE>
(1) The Plan provides for the possible adjustment of the number, price and kind
of shares covered by options granted or to be granted in the event of certain
capital or other changes affecting Registrant Common Stock. This Registration
Statement therefore covers, in addition to the above-stated shares, an
indeterminate number of shares that may become subject to the Plan by means of
any such adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon (i) the aggregate exercise price of $12,511,731.06
for the 1,068,682 shares underlying outstanding options, and (ii) as to the
remaining 131,318 shares available, $9.125 per share, which is the average of
the high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market on August 6, 1996.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement only registers additional securities of the same class as
other securities for which a Registration Statement on Form S-8 relating to the
same employee benefit plan is effective, the contents of the following documents
filed by Orthologic Corp. (the "Registrant") (Commission File No. 0-21214) with
the Securities and Exchange Commission are incorporated herein by reference:
The Registrant's Registration Statements on Form S-8 filed on May 17,
1994 (Registration No. 33-79010) and February 6, 1996 (Registration No.
333-1268) relating to the Registrant's Stock Option Plan.
Item 8. Exhibits.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
-1-
<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 Phoenix, State of Arizona, on August 6, 1996.
ORTHOLOGIC CORP.
(Registrant)
By: /s/ Allan M. Weinstein
----------------------
Allan M. Weinstein
Chief Executive Officer
------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Allan M. Weinstein and Allen R. Dunaway
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, and any other regulatory authority, 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 in and about the premises, 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 substitutes, may lawfully
do or cause to be done by virtue hereof.
--------------------
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.
<TABLE>
<CAPTION>
Person Title Date
- ------ ----- ----
<S> <C> <C>
/s/ Allan M. Weinstein Chairman of the Board, August 6, 1996
- -------------------------------------------- Chief Executive Officer and ----------------
Allan M. Weinstein Director (Principal Executive Officer)
/s/ George A. Oram, Jr. President, Chief Operating Officer August 6, 1996
- ------------------------------------ and Director ----------------
George A. Oram, Jr.
/s/ Fredric J. Feldman Director August 6, 1996
- -------------------------------------------- ----------------
Fredric J. Feldman
/s/ John M. Holliman III Director August 6, 1996
- ------------------------------------ -----------------
John M. Holliman, III
/s/ Elwood D. Howse, Jr. Director August 6, 1996
- -------------------------------------------- -----------------
Elwood D. Howse, Jr.
/s/ Augustus A. White III Director August 6, 1996
- -------------------------------------------- -----------------
Augustus A. White, III
/s/ Allen R. Dunaway Vice President and Chief Financial August 6, 1996
- -------------------------------------------- Officer (Principal Financial and -----------------
Allen R. Dunaway Accounting Officer)
</TABLE>
S-1
<PAGE>
ORTHOLOGIC CORP.
(the "Registrant")
(Commission File No. 0-21214)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Filed
Number Description by Reference To Herewith
<S> <C> <C> <C>
4.1 Amended and Restated Exhibit 3.1 to the
Certificate of Registrant's Form 10-Q
Incorporation of for the period ended
the Registrant March 31, 1996
4.2 Bylaws of the Registrant Exhibit 3.4 to Registrant's
Amendment No. 2 to Registration
Statement on Form S-1
(No. 33-47569) filed with
the SEC on January 25, 1993
5 Opinion of Counsel X
23.1 Consent of Deloitte & Touche LLP X
23.2 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signatures Page
to this
Registration Statement
99.1 OrthoLogic Corp. X
Stock Option Plan,
as Amended
</TABLE>
EI-1
EXHIBIT 5
(Form S-8)
August 2, 1996
OrthoLogic Corp.
2850 South 36th Street, #16
Phoenix, Arizona 85034
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of OrthoLogic Corp. (the "Company") on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), with
respect to the proposed sale of up to an additional 1,200,000 shares of Common
Stock, $.0005 par value, of the Company (the "Shares") pursuant to the
OrthoLogic Corp. Stock Option Plan, as amended (the "Plan"). We have examined
(i) the Registration Statement; (ii) the Company's Amended and Restated
Certificate of Incorporation and Bylaws, as amended to date; (iii) the Plan;
(iv) corporate proceedings relating to the adoption of the Plan and the issuance
of the Shares; and (v) such other documents and records as we have deemed
necessary in order to render this opinion. In rendering this opinion, we have
relied as to certain factual matters on certificates of officers of the Company
and of state officials.
Based upon the foregoing, it is our opinion that the Shares, when
issued and paid for as contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid and non-assessable by the Company.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
OrthoLogic Corp. on Form S-8 of our report dated February 1, 1996 appearing in
the Annual Report on Form 10-K of OrthoLogic Corp. for the year ended December
31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
July 31, 1996
EXHIBIT 99.1
(Form S-8)
OrthoLogic Corp Stock Option Plan
As Amended through 1996 Annual Meeting of Stockholders
1. Purpose
-------
The purpose of the OrthoLogic Corp Stock Option Plan (the "Plan") is to
attract and retain the best available employees, consultants and directors for
positions of substantial responsibility, to provide additional incentive to such
employees, consultants and directors to OrthoLogic Corp, a Delaware corporation
(the "Company") or any parent or subsidiary of the Company which now exists or
hereafter is organized or acquired by or acquires the Company, and to promote
the success of the business of the Company.
2. Incentive and Nonqualified Stock Options
----------------------------------------
Two types of options (referred to herein as "Options," without distinction
between such two types) may be granted under the Plan: options intended to
qualify as incentive stock options ("incentive stock options") under Section
422A of the Internal Revenue Code of 1986, as amended (the "Code"); and other
options not specifically authorized or qualified for favorable income tax
treatment by the Code ("nonqualified stock options").
3. Eligibility and Administration
------------------------------
(a) Any employee (including any officer or director who is an employee)
of the Company or any of its subsidiaries shall be eligible to receive incentive
stock options under the Plan. An employee may receive more than one type of
option under the Plan.
(b) Any director of the Company or consultant to the Company who is not
an employee of the Company or any of its subsidiaries or a member of the
Compensation Committee of the Board of Directors of the Company shall be
eligible to receive nonqualified stock options under the Plan. Any director of
the Company who is a member of the Compensation Committee of the Board of
Directors and is not an employee of the Company (a "Compensation Committee
Member") shall be eligible to receive options only as set forth in Section 9.
(c) The Plan shall be administered by the Board of Directors of the
Company or a committee appointed by the Board of Directors. No director or
committee member shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under it.
4. Shares Subject to Options
-------------------------
Ex. 99.1 - Page -1-
<PAGE>
The stock available for grant of options under the Plan shall be shares of
the Company's authorized but unissued, or reacquired Common Stock. The aggregate
number of shares which may be issued pursuant to exercise of incentive stock
options and nonqualified stock options granted under the Plan shall be 2,000,000
shares. If any outstanding option under the Plan for any reason expires or is
terminated, the shares of Common Stock allocable to the unexercised portion of
the option shall again be available for options under the Plan as if no options
had been granted with respect to such shares.
5. Terms and Conditions of Options
-------------------------------
Options granted under the Plan shall be evidenced by agreements ("Letter
of Grant") in such form and containing such provisions which are consistent with
the Plan as the Board or committee shall from time to time approve. Each Letter
of Grant shall specify whether the option granted thereby is an incentive stock
option or a nonqualified stock option. Such Letters of Grant may incorporate all
or any of the terms hereof by reference and shall comply with and be subject to
the following terms and conditions:
(a) Each Letter of Grant shall specify the number of incentive stock
options and/or nonqualified stock option shares subject to the option.
(b) The purchase price for the shares subject to (i) a nonqualified
option may be any amount determined in good faith by the Board or committee and
(ii) an incentive option shall not be less than 100% of the fair market value of
the stock on the date the option is granted, provided, however, the option price
on an incentive stock option shall not be less than 110% of the fair market
value of such stock on the date the option is granted to an individual then
owning (after the application of the family and other attribution rules of
Section 425(d) of the Code), more than 10% of the total combined voting power of
all classes of stock of the Company or any subsidiary or parent corporation. For
purposes of the Plan, "fair market value" at any date shall be (i) the reported
closing price of such stock on the New York Stock Exchange or other established
stock exchange or the National Market System of NASDAQ on such date, or if no
sale of such stock shall have been made on that date, on the preceding date on
which there was such a sale, (ii) if such stock is not then listed on an
exchange or the National Market System of NASDAQ, the average of the closing bid
and asked prices per share for such stock in the over-the-counter market as
quoted on NASDAQ on such date, or (iii) if such stock is not then listed or
quoted as referenced above, an amount determined in good faith by the Board or
the committee.
(c) The purchase price for any share purchased pursuant to an option
previously granted or to be granted under the Plan shall be paid in full upon
exercise of the option by any of the following methods: (i) by cash, (ii) by
check, or (iii) unless provided otherwise in the particular grant agreement, by
transferring to the Company shares of stock of the Company at their fair market
value as of the date of exercise of the option as determined in accordance with
paragraph 5(b). The Company may arrange for or cooperate in permitting cashless
exercise procedures and may extend and maintain, or arrange for the extension or
maintenance of, credit to an
Ex. 99.1 - Page -2-
<PAGE>
optionee to finance the optionee's purchase of shares pursuant to the exercise
of options, on such terms as may be approved by the Board or the committee,
subject to applicable regulations of the Federal Reserve Board and any other
applicable laws or regulations in effect at the time such credit is extended.
(d) No option shall be exercisable after the expiration of the earliest
of (i) in the case of an incentive stock option, ten years from the date the
option is granted or, five years from the date the option is granted in the case
of an incentive stock option granted to an individual owning (after the
application of the family and other attribution rules of Section 425(d) of the
Code) at the time such option was granted, more than 10% of the total combined
voting power of all classes of stock of the Company or any subsidiary or parent
corporation, (ii) in the case of a nonqualified option, eleven years from the
date the option is granted, (iii) in the case of an incentive stock option,
three months after the date the optionee's employment with the Company and its
subsidiaries terminates, if such termination is for any reason other than
permanent disability, death or cause, (iv) the date the optionee's employment
with the Company and its subsidiaries terminates, if termination is for cause,
as determined by the Board or committee in its sole discretion, or (v) one year
after the date the optionee's employment or directorship with the Company and
its subsidiaries terminates if such termination is the result of death or
permanent disability; provided, however, that the option agreement for any
option may provide for shorter periods in each of the foregoing instances.
Options to directors or consultants who are not employees may be exercised
within such time period as the Board or committee determines after the person
ceases to be a director or consultant. The term "permanent disability" shall
mean a disability of the type defined in Section 105(d)(4) of the Code.
(e) No option shall be exercisable during the lifetime of an optionee by
any person other than the optionee, his guardian or legal representative. The
Board or committee shall have the power to set the time or times within which
each option shall be exercisable and to accelerate the time or times of exercise
which conditions shall be set forth specifically in each individual Letter of
Grant. To the extent that an optionee has the right to exercise an option and
purchase shares pursuant to the Letter of Grant, the option may be exercised
from time to time by written notice to the Company stating the number of shares
being purchased and accompanied by payment in full of the purchase price for
such shares.
(f) No option shall be transferable by an optionee otherwise than by
will or the laws of descent and distribution.
(g) The aggregate fair market value (determined as of the time the
option is granted) of the stock with respect to which incentive stock options
are exercisable for the first time by such optionee during any calendar year
(under all such plans of the Company and any subsidiary corporation) shall not
exceed $100,000.
(h) Unless the shares of stock covered by the Plan have been registered
with the Securities and Exchange Commission pursuant to Section 5 of the
Securities Act of 1933, as amended, each optionee shall by accepting an option
represent and agree, for himself and his transferees
Ex. 99.1 - Page -3-
<PAGE>
by will or the laws of descent and distribution, that all shares of stock
purchased upon the exercise of the option will be acquired for investment and
not for resale or distribution. If the shares of stock under the Plan have not
been registered with the Securities and Exchange Commission as described above,
the optionee, at the time of exercise shall represent that he is qualified to
exercise an option as required by the securities laws. If an optionee is not
qualified to purchase securities, the Company shall not be required to issue
shares to such an optionee. Upon such exercise of any portion of an option, the
person entitled to exercise the same shall upon request of the Company furnish
evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares of stock are being acquired in
good faith for investment and not for resale or distribution. Furthermore, the
Company may if it deems appropriate affix a legend to certificates representing
shares of stock purchased upon exercise of options indicating that such shares
have not been registered with the Securities and Exchange Commission and may so
notify its transfer agent.
(i) An optionee or transferee of an option shall have no rights as a
shareholder of the Company with respect to any shares covered by any option
until the date of the issuance of a share certificate for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date such share certificate is issued, except as
provided for in paragraph 5(k). Nothing in the Plan or in any Letter of Grant
shall confer upon any employee any right to continue in the employ of the
Company or any of its subsidiaries, or interfere in any way with any right of
the Company or any subsidiary to terminate the optionee's employment at any
time.
(j) The Company shall not be required to issue fractional shares upon
the exercise of an option.
(k) If the outstanding shares of stock of the class then subject to this
Plan are increased or decreased, or are changed into or exchanged for a
different number or kind of shares or securities, as a result of one or more
reorganizations, recapitalizations, stock splits, reverse stock splits, stock
dividends and the like, appropriate adjustments shall be made in the number
and/or type of shares or securities for which options may thereafter be granted
under this Plan and for which options then outstanding under this Plan may
thereafter be exercised. Any such adjustments in outstanding options shall be
made without changing the aggregate exercise price applicable to the unexercised
portions of such options.
(l) Subject to the terms and conditions and within the limitations of
the Plan, the Board or committee may modify, extend or renew outstanding options
granted under the Plan, accept the surrender of outstanding options (to the
extent not theretofore exercised), and authorize the granting of new options in
substitutions therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, no modification of an option shall, without the
consent of the optionee, alter or impair any rights of the optionee under the
option. Notwithstanding anything herein to the contrary, the Board or committee
may not reprice outstanding options nor may the Board or the committee accept
the surrender of outstanding options in conjunction with a grant
Ex. 99.1 - Page -4-
<PAGE>
of new options in substitution therefor at an exercise price lower than the
price of the options surrendered, and this sentence may not be amended without
consent of the Board and ratification by the Company's stockholders.
(m) Each option may contain such other terms, provisions and conditions
not inconsistent with the Plan as may be determined by the Board or committee,
such as without limitation discretionary performance standards, mandatory
purchase of shares on the open market on a pro rata basis or tax withholding
provisions.
6. Termination or Amendment of the Plan
------------------------------------
The Board or committee may at any time terminate or amend the Plan;
provided that, without approval of the shareholders of the Company there shall
be, except by operation of the provisions of paragraph 5(k), no increase in the
total number of shares covered by the Plan, and no change in the class of
persons eligible to receive options under the Plan; and provided further that,
without the consent of the optionee, no amendment or termination may adversely
affect any outstanding option or any unexercised portion thereof.
7. Shareholder Approval and Term of the Plan
-----------------------------------------
The Plan shall be effective as of October 1987, subject to ratification by
the shareholders of the Company. Unless sooner terminated by the Board, in its
sole discretion, the Plan will expire in October 1997.
8. Acceleration of Exercisability and Vesting Under Certain Circumstances.
-----------------------------------------------------------------------
Notwithstanding any provision in the Plan to the contrary, unless the
particular letter of grant provides otherwise, 75% of the unvested options held
by each optionee shall automatically become exercisable and vested upon the
occurrence, before the expiration or termination of such option, of the
acquisition by a third party of 100% of the Company's outstanding equity
securities, a merger in which the Company is not the surviving corporation, a
sale of all or substantially all of the Company's assets, or a similar
reorganization of the Company (collectively, "Accelerating Events"). The balance
of each optionee's unvested options will vest and become exercisable in 12 equal
monthly installments following the occurrence of any Accelerating Event, or
according to the optionee's individual vesting schedule as applicable without
regard to this Section 8, whichever is earlier. If an optionee loses his
position with the Company as a result of or subsequent to the occurrence of an
Accelerating Event, 100% of the unexpired and unvested options granted pursuant
to this Plan (other than options granted pursuant to Section 9 of this Plan)
held by such optionee shall automatically become vested upon such loss of
position. This Section 8 shall apply to options granted before and after the
effective date of this Section 8.
9. Automatic Grants to Certain Directors.
--------------------------------------
Ex. 99.1 - Page -5-
<PAGE>
(a) Effective May 21, 1993, each Compensation Committee Member shall
automatically be granted options to acquire 18,000 shares of the Company's
Common Stock.
(b) Effective upon the date of the Annual Meeting of the Company's
stockholders held in 1996, (i) each Compensation Committee Member elected on
that date for a three-year term as a member of the Company's Board of Directors
shall automatically be granted options to acquire 18,000 shares of the Company's
Common Stock; (ii) each Compensation Committee Member then serving as a member
of the class of directors whose terms expire at the 1997 Annual Meeting of
Stockholders shall automatically be granted options to acquire 6,000 shares of
the Company's Common Stock; and (iii) each Compensation Committee Member then
serving as a member of the class of directors whose terms expire at the 1998
Annual Meeting of Stockholders shall automatically be granted options to acquire
12,000 shares of the Company's Common Stock.
(c) Thereafter, each Compensation Committee Member shall automatically
be granted options for 18,000 shares of the Company's Common Stock on each date
upon which such person is elected to a three-year term as a member of the
Company's Board of Directors.
(d) Any person who becomes a Compensation Committee Member on the date
of such person's election to the Board of Directors shall, effective upon the
initial date of such person's membership on the Board of Directors and the
Compensation Committee thereof, automatically be granted options for a number of
shares determined by multiplying 1,500 by the number of calendar quarters
remaining prior to the scheduled expiration of the term of such person as a
member of the Company's Board of Directors.
(e) Options granted pursuant to this Section 9 shall have a ten-year
term and shall vest at the rate of 1,500 shares at the end of each three-month
period following the effective date of grant, provided that options can vest
only while the optionee remains a member of the Company's Board of Directors.
The exercise price of options granted pursuant to this Section 9 shall be the
fair market value of the Company's Common Stock on the date of grant.
(f) This Section 9 shall not be amended more than once every six months
other than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act, or the rules thereunder.
Ex. 99.1 - Page -6-
