As filed with the Securities and Exchange Commission on September 12, 1997
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. 1987 STOCK OPTION PLAN
(Full title of the plan)
--------
Allan M. Weinstein Copy to:
Chief Executive Officer P. Robert Moya, Esq.
ORTHOLOGIC CORP. QUARLES & BRADY
2850 South 36th Street, #16 One East Camelback Road
Phoenix, Arizona 85034 Suite 400
Phoenix, Arizona 85012-1659
(Name and address of agent for service)
----------
(602) 437-5520
(Telephone number, including area code, of agent for service)
--------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Proposed
maximum maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0005 par value per share(1) 160,000 shares(2) (3)(4) $1,029,375.00(3) $311.93
===================================================================================================================================
</TABLE>
(1) This registration includes a right to purchase one one-hundredth of a share
of Series A Preferred Stock appertaining to each share of Common Stock covered
hereby pursuant to a Rights Agreement, dated as of March 6, 1997, between
Orthologic Corp. and Bank of New York.
(2) 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.
(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon (i) the aggregate exercise price of $833,437.50 for
the 127,000 shares underlying outstanding options, and (ii) as to the remaining
33,000 shares available, 5-15/16 per share, which is the average of the high and
low sales prices of Registrant Common Stock on September 8, 1997 as reported in
the Nasdaq National Market.
(4) The actual offering price will be determined in accordance with the terms of
the Plan. However, with respect to an incentive stock option, in no event shall
such price be less than 100% of the fair market value of Registrant Common Stock
on the date on which the option is granted.
================================================================================
<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:
1. The Registrant's Registration Statement on Form S-8 filed on
May 17, 1994 (Registration No. 33- 79010) relating to the
Registrant's Stock Option Plan.
2. The Registrant's Registration Statement on Form S-8 filed on
February 6, 1996 (Registration No. 333-1268) relating to the
Registrant's Stock Option Plan.
3. The Registrant's Registration Statement on Form S-8 filed on
August 8, 1996 (Registration No. 333-09785) 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.
<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 September 11, 1997.
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>
Chief Executive Officer and
/s/ Allan M. Weinstein Director (Principal Executive Officer) September 11, 1997
- --------------------------------------------
Allan M. Weinstein
/s/ John M. Holliman III Chairman of the Board and Director September 11, 1997
- --------------------------------------------
John M. Holliman, III
/s/ Fredric J. Feldman Director September 11, 1997
- --------------------------------------------
Fredric J. Feldman
/s/ Elwood D. Howse, Jr. Director September 11, 1997
- --------------------------------------------
Elwood D. Howse, Jr.
/s/ Augustus A. White III, M.D. Director September 11, 1997
- --------------------------------------------
Augustus A. White, III
/s/ Allen R. Dunaway Vice President and Chief Financial
- -------------------------------------------- Officer (Principal Financial and
Allen R. Dunaway Accounting Officer) September 11, 1997
</TABLE>
<PAGE>
ORTHOLOGIC CORP.
(the "Registrant")
(Commission File No. 0-21214)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Description Incorporated Herein by Reference Filed Herewith
Number To
<C> <C> <C> <C>
4.1 Amended and Restated Certificate Exhibit 3.1 to the Registrant's
of Incorporation of the Registrant Form 10-Q for the quarter ended
March 31, 1996
4.2 Bylaws of 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 ("January 1993 S-
1")
4.3 Specimen Common Stock Exhibit 4.1 to January 1993 S-1
Certificate
4.4 Rights Agreement dated as of Exhibit 4.1 to the Registrant's
March 4, 1997 between Registrant Registration Statement on Form 8-A
and Bank of New York, and filed with the SEC on March 6,
Exhibits A, B and C thereto 1997
5 Opinion of Counsel X
23.1 Consent of Deloitte & Touche LLP X
23.2 Consent of Ernst & Young X
23.3 Consent of Counsel Included in Exhibit 5
above
24 Powers of Attorney Signatures Page to this
Registration Statement
99.1 OrthoLogic Corp. 1987 Stock Exhibit 4.4 to the Registrant's
Option Plan Form 10-Q for the quarter ended
June 30, 1997
</TABLE>
EXHIBIT 5
(Form S-8)
September 4, 1997
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 160,000 shares of Common
Stock, $.0005 par value, of the Company (the "Shares") pursuant to the
OrthoLogic Corp. 1987 Stock Option Plan, as amended (the "Plan"). We have
examined (i) the Registration Statement; (ii) the Company's 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,
/s/ Quarles & Brady
QUARLES & BRADY
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
OrthoLogic Corp. ("OrthoLogic") on Form S-8 of our report dated March 12, 1997,
appearing in the Annual Report on Form 10-K of OrthoLogic for the year ended
December 31, 1996, our report dated May 8, 1997 (relating to the financial
statements as of December 31, 1996 and for the year then ended) of net assets of
Danninger Medical Technology, Inc. and Danninger Healthcare, Inc. to be acquired
by OrthoLogic appearing in Form 8-K/A Amendment No. 1 of OrthoLogic, and our
report dated June 10, 1997 (relating to the consolidated financial statements as
of February 28, 1997 and for the period from June 1, 1996 to February 28, 1997)
of Toronto Medical Corp. and its subsidiaries appearing in Form 8-K/A Amendment
No. 2 of OrthoLogic.
/s/ Deliotte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
September 10, 1997
We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the OrthoLogic Corp. 1987 Stock Option Plan of OrthoLogic
Corp. for the registration of 160,000 common shares, of our auditors' report
dated August 9, 1996 (except as to note 1 which is as of October 21, 1996 and
note 12 which is as of May 15, 1997) and our report "Comments by Auditors for
U.S. Readers on Canada-U.S. Reporting Difference" dated May 15, 1997 with
respect to the consolidated financial statements of Toronto Medical Corp. for
the years ended May 31, 1996 and 1995, included in OrthoLogic Corp.'s Current
Report on Form 8-K/A Amendment No. 1, filed with the Securities and Exchange
Commission on May 19, 1997.
Toronto, Canada, /s/ Ernst & Young
September 10, 1997. Chartered Accountants
