As filed with the Securities and Exchange Commission on September 12, 1997
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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ORTHOLOGIC CORP. 1997 STOCK OPTION PLAN
(Full title of the plan)
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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)
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(602) 437-5520
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, $.0005 par value per share(1) 1,040,000 shares(2) (3)(4) $6,062,500.00(3) $1,837.12
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</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 $600,000.00 for
the 120,000 shares underlying outstanding options, and (ii) as to the remaining
920,000 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.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part 1 of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(3) under the
Securities Act of 1933.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Orthologic Corp. (the "Registrant")
(Commission File No. 0-21214) with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K and 10-K/A,
Amendment No. 1, for the fiscal year ended December 31, 1996;
(b) (i) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997;
(ii) The Registrant's Current Report on Form 8-K for February
21, 1997 reporting under Item 5 the declaration of
rights to purchase one one-hundredth of a share of
Series A Preferred Stock for each outstanding share of
Common Stock;
(iii) The Registrant's Current Report on Form 8-K for March 3,
1997 reporting under Item 2 the acquisition of
substantially all of the assets and business and
assumption of certain liabilities of Toronto Medical
Corp.;
(iv) The Registrant's Current Report on Form 8-K/A, Amendment
No. 1, for March 3, 1997 reporting under Item 7 certain
financial statements and exhibits related to the
acquisition of substantially all of the assets and
business and the assumption of certain liabilities of
Toronto Medical Corp.;
(v) The Registrant's Current Report on Form 8-K/A, Amendment
No. 2, for March 3, 1997 reporting under Item 7
additional financial statements and exhibits related to
the acquisition of substantially all of the assets and
business and the assumption of certain liabilities of
Toronto Medical Corp.;
(vi) The Registrant's Current Report on Form 8-K for March
12, 1997 reporting under Item 2 the acquisition of
certain assets and assumption of certain liabilities of
Danninger Medical Technology, Inc.;
(vii) The Registrant's Current Report on Form 8-K/A, Amendment
No. 1, for March 12, 1997 reporting under Item 7
financial statements and exhibits related to the
acquisition of certain assets and the assumption of
certain liabilities of Danninger Medical Technology
Inc.;
(viii) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997;
(ix) The Registrant's Current Report on Form 8-K for August
21, 1997, reporting under Item 5 changes in senior
management and under Item 7 a press release relating
thereto.
(c) (i) The description of Registrant Common Stock contained in
Item 1 of the Registrant's Registration Statement on
Form 8-A filed under the Securities Exchange Act of 1934
(the "1934 Act") with the Securities and Exchange
Commission on January 29, 1993 (and any amendment or
report filed for the purpose of updating such
description), which registration statement incorporates
such description from the Registrant's Amendment No.2 to
Registration Statement on Form S-1 filed on January 25,
1993.
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(ii) The description of Registrant's Rights to Purchase 1/100
of a Share of Series A Preferred Stock contained in Item
1 of Registrant's Registration Statement on Form 8-A
filed under the 1934 Act with the Securities and
Exchange Commission on March 6, 1997.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
Item 4. Description of Securities
Not applicable. See Item 3(c) above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no cause
to believe his conduct was unlawful.
Section 145(b) of the General Corporation Law provides that a Delaware
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect to any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 of the General Corporation Law further provides that to the
extent a director or officer of a corporation has been successful in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he shall be indemnified
against expenses actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for violations of a
director's duty of care. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty. The Registrant's Certificate of Incorporation contains
such a provision.
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The Registrant's Bylaws provide that the Registrant shall indemnify
officers and directors to the full extent permitted by and in the manner
permissible under the laws of the State of Delaware.
The Registrant maintains a directors' and officers' liability insurance
policy with a policy limit of $2,000,000 and coverage for, among other things,
liability for violations of federal and state securities laws.
The Registrant has entered into indemnity agreements with its directors
and officers for indemnification of and advance of expenses to such persons to
the full extent permitted by law. The Registrant intends to execute such
indemnity agreements with its future officers and directors.
The holders of Registrant capital stock or warrants to purchase capital
stock who have contractual registration rights are required to be indemnified by
the Registrant against losses, claims, damages or liabilities arising out of any
untrue statement of a material fact or omission thereof in a Registration
Statement under the Securities Act of 1933. The Registrant's obligation to
indemnify such holders includes the officers, directors and partners of such
holders, some of whom are currently directors of the Registrant. The Registrant
shall not be liable for any such indemnity to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or material omission in reliance upon and in conformity with written information
furnished by such person to the Registrant, specifically for use therein.
The indemnification provided as set forth above is not exclusive of any
rights to which a director or officer of the Registrant may be entitled. The
general effect of the forgoing provisions may be to reduce the circumstances in
which a director or officer may be required to bear the economic burdens of the
forgoing liabilities and expenses.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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 (a)(1)(i) and
(a)(1)(ii) do not apply if 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.
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<PAGE>
(2) 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.
(3) 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.
(b) The undersigned 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
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 the initial bona fide offering thereof.
(h) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 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.
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<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
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Allan M. Weinstein
Chief Executive Officer
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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.
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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
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<S> <C> <C>
Chief Executive Officer and September 11, 1997
/s/ Allan M. Weinstein Director (Principal Executive Officer)
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Allan M. Weinstein
/s/ John M. Holliman III Chairman of the Board and Director September 11, 1997
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John M. Holliman, III
/s/ Fredric J. Feldman Director September 11, 1997
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Fredric J. Feldman
/s/ Elwood D. Howse, Jr. Director September 11, 1997
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Elwood D. Howse, Jr.
/s/ Augustus A. White III, M.D. Director September 11, 1997
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Augustus A. White, III
/s/ Allen R. Dunaway Vice President and Chief Financial September 11, 1997
- -------------------------------------------- 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 Description Incorporated Herein by Reference Filed Herewith
Number To
<S> <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. 1997 Stock Exhibit 4.5 to the Registrant's
Option Plan Form 10-Q for the quarter ended
June 30, 1997
</TABLE>
EX-1
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 1,040,000 shares of Common Stock, $.0005
par value, of the Company (the "Shares") pursuant to the OrthoLogic Corp. 1997
Stock Option Plan (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,
/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/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
September 10, 1997
Consent of Independent Chartered Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the OrthoLogic Corp. 1997 Stock Option Plan of OrthoLogic
Corp. for the registration of 1,040,000 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
