SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEART LABS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0158479
State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
1903 S. CONGRESS AVE
SUITE 400
BOYNTON BEACH, FL 33426
(Address of Principal Executive Offices)
BUSINESS CONSULTANT AGREEMENT
(Full title of the Plan)
EDWIN F. RUSSO
HEART LABS OF AMERICA, INC.
1903 S. CONGRESS AVE
SUITE 400
BOYNTON BEACH, FL 33426
(Name and address of agent for service)
(561) 737-2227
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (1) AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, 450,000 $ .50 - $ .68 $306,000 $105.26
no par value shares
</TABLE>
(1) Pursuant to Rule 457, estimated solely for the purpose of calculating
the registration fee, and computed in accordance with the average of
last sale prices of the Common Stock for the five (5) trading days
prior to and including July 10, 1996, as reported by NASDAQ.
Page 1 of 6
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the note to Part I of the Form S-8, the information required by
Part I is not filed with the Securities and Exchange Commission (the
"Commission").
Page 2 of 6
THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
HEART LABS OF AMERICA, INC.
BUSINESS CONSULTANT SERVICES AGREEMENT
The information set forth herein together with the documents referred
to below as "incorporated by reference," relates to the shares of the Common
Stock of Heart Labs of America, Inc. (the "Company") to be issued to retire in
full a Business Consulting Agreement (the "Agreement") entered into on June 7,
1996.
DESCRIPTION OF AGREEMENT
The original purpose of the Agreement was to have Bradley T. Ray advise
the Client (Heart Labs of America) in writing and on a monthly basis, over a
fifty (50) consecutive monthly period commencing June, 1996, of potential
acquisitions of assets or companies after consideration of the Client's
resources and potential growth requirements. For these services the Consultant
was to receive $5,713 per month (for the fifty (50) month period) which included
a car allowance. Now, the Company wishes to retire the Agreement by the payment
of shares of stock.
The tax consequences to the Consultant and to the Company of the
issuance of these shares are as follows:
1. CONSULTANT The value of these shares will be included in the
Consultant's gross income at the time that he receives them at their then market
value.
2. COMPANY The Company may claim a deduction in connection with the
issuance of the Shares when the shares are issued in the amount of the fair
market value of the Shares as reported by the Consultant in his gross income
calculation.
Page 3 of 6
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:.
1. Annual Report on Form 10-KSB for the year ended December 31, 1995;
2. Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1996;
3. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the exchange Act, including, but not
limited to subsequently filed amendments to the above listed documents
and subsequently filed forms 10-KSB, 10-QSB, AND 8-K, prior to the
termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in a any subsequently filed document which also is or is deemed to be
incorporated by reference herein modified or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the oral or written request of such
person, a copy of any document incorporated in this Registration Statement by
reference, except exhibits to such information , unless such exhibits are also
expressly incorporated by reference herein. Request for such information should
be directed to Heart Labs of America, Inc. , 1903 S. Congress, Suite 400,
Boynton Beach, FL 33426 , Attention: Corporate Secretary, telephone
(561) 737-2227
ADDITIONAL INFORMATION
A copy of the Public Relations Agreement and Business Consultant
Agreement which will be retired is attached hereto. A copy of the Company's Form
10-KSB for the fiscal year ended December 31, 1995 is also attached hereto with
this document.
Any questions regarding the Agreement should be addressed to the
Company at the address and telephone number set forth above.
Page 4 of 6
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 Registrant
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, this 22nd day of July,
1996.
HEART LABS OF AMERICA, INC.
By: Edwin F. Russo
Director
Page 5 of 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Edwin F. Russo as his lawful
attorney-in-fact, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including any post-effective
amendments , to this Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and agents, or 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.
SIGNATURE TITLE DATE
Edwin F. Russo Director July 11, 1996
Norman J. Birmingham Director July 11, 1996
Harry Kobrin Director July 11, 1996
Page 6 of 6
July 12, 1996
Heart Labs of America, Inc.
1903 South Congress Ave. Ste 400
Boynton Beach, Florida 33426
Re: Heart Labs of America, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented Heart Labs of America, Inc., a Florida
corporation ("Company"), in connection with the preparation of a registration
statement filed with the Securities and Exchange Commission on Form S-8
("Registration Statement") relating to the proposed issuance of up to 450,000
shares ("Shares") of the Company's common stock, no par value ("Common Stock")
pursuant to the terms of a Consulting Services Agreement with Bradley T. Ray
dated June 7, 1996 ("Plan"). In this connection, we have examined originals
or copies identified to our satisfaction of such documents, corporate and
other records, certificates, and other papers as we deemed necessary to examine
for purposes of this opinion, including but not limited to the Plan, the
Certificate of Incorporation of the Company, the Bylaws of the Company, and
resolutions of the Board of Directors of the Company.
We are of the opinion that the Shares will be, when issued pursuant to
the Plan, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD
CONSULTANT AGREEMENT
THIS CONSULTING AGREEMENT is made as of the 7th of June, 1996, by and
between Bradley Ray ("Consultant"), with offices located at 330 Business
Parkway, Suite 101, Royal Palm Beach, Florida 33411 and Heart Labs of America,
Inc. ("Client"), a Florida corporation with principal offices located at 1903
Congress Avenue, Boynton Beach, Florida 33436.
WHEREAS, Consultant and Client wish to enter into an agreement by which
Consultant will provide consulting services to Client.
NOW, THEREFORE, for the mutual promises and other consideration described
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. INFORMATION TO BE FURNISHED BY CLIENT. Client shall furnish Consultant with
current public information about Client, including any and all statements and
reports filed with the United States Securities and Exchange Commission, its
most recent Annual Report to Shareholders and shall also provide any other
public information reasonably requested by Consultant to assist Consultant in
providing services by Client ("Client Information").
2. SERVICES PROVIDED AND TO BE PROVIDED BY CONSULTANT. Consultant will advise
the Client in writing, on a monthly basis, of potential acquisitions of assets
or companies taking into account the Clients existing resources and potential
growth requirements.
3. COMPENSATION FOR SERVICES. As consideration for Consultant to enter into this
Agreement and provide the services described above, Consultant shall receive a
consulting fee of $5,713 per month, payable on the first day of each month,
beginning June 1, 1996.
4. TERM AND TERMINATION. This Agreement shall become effective as of June 1,
1996, and shall remain in effect for 50 consecutive months unless terminated
pursuant to Paragraph 6. below.
5. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that the
Consultant shall be an independent contractor, and not an employee of the
Client. Consultant shall not have the authority to act as the agent of the
Client, except when such authority is specifically delegated to Consultant
herein or by an officer of the Client, in writing. Subject to the express
provisions herein, the manner and means utilized by Consultant in the
performance of Consultant's Services hereunder shall be the sole control of the
Consultant.
6. WITHDRAWAL BY CONSULTANT OR CLIENT. Either party shall be entitled to
withdraw from further performance under this Agreement in the event that the
other party does not perform pursuant to this Agreement. In the event of such a
breach by the Consultant, the Client may terminate this Agreement without
further liability to either party. In the event of such a breach by the Client,
Consultant shall be entitled, in addition to any other remedies it may have, to
its Consulting Fee for the entire term of this Agreement as liquidated damages.
Any other termination must be by mutual consent of Consultant and Client.
7. REPRESENTATIONS AND WARRANTIES.
a. Consultant represents and warrants that it will use reasonable care in
performing the services required to be provided by Consultant under this
Agreement. Consultant shall comply with all applicable statutes, rules and
regulations governing all aspects of the Services to be performed by the
Consultant under this Agreement; provided that, as described in paragraph
1 of this Agreement, Client shall be fully responsible to assure all
Client Information is accurate and complete. Client understands and
acknowledges that Consultant cannot guarantee that the services provided
hereunder will achieve any particular objective or fulfill any specified
goals.
b. Client represents and warrants that, prior to providing the Consultant
with any non-public information regarding the Client, its business or
operations, Client will advise the Consultant that such information is
non-public.
8. CLIENT'S ADDITIONAL REPRESENTATION AND WARRANTIES. The Client warrants and
represents the following:
a. That it is a corporation in good standing in its state of incorporation
and in every other state in which it is now doing business.
b. That the execution of this Agreement has been approved by all necessary
action including without limitation, approval of the board of directors of
the Client.
c. The execution and delivery by the Client of this Agreement does not, and
the performance by the Client of its obligations hereunder will not,
violate any provision of the Certificate of Incorporation or By-Laws of
the Client or violate any agreement, instrument, law, ordinance,
regulation, order, arbitration award, judgment, or decree to which the
Client is a party, or by which the Client is bound.
d. Notwithstanding the provision of Section 9 hereof, Consultant shall have
no obligation to verify the accuracy of any information provided by the
Company before forwarding such information to third parties pursuant to
this Agreement. All such information will be materially complete and
correct and does not and will not contain any untrue statement of material
fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they
were made, not misleading.
9. INDEMNIFICATION. The Client agrees to indemnify and hold the Consultant, its
shareholders, directors, officers, employees or advisors (each an "Indemnified
Party") harmless from and against any and all losses, claims, damages,
liabilities and expenses whatsoever, joint or several, as incurred, to which
such Indemnified Party may become subject under any applicable federal or state
law, or otherwise, related to or arising out of performance of Services
contemplated herein, and will reimburse any Indemnified Party for all expenses
(including counsel fees and expenses) as they are incurred in connection with
the investigation of, preparation for or defense of any pending or threatened
claim or any action or proceeding arising therefrom, whether or not such
Indemnified Party is a party. The Client will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is found in a final judgment by a court to have resulted from
Consultants fraud, willful misconduct or gross negligence.
The Client agrees to notify the Consultant promptly of the assertion against it
or any other person of any claim or the commencement of any action or proceeding
relating to any activity or transaction contemplated by this Agreement.
10. MISCELLANEOUS. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida. The parties agree that
jurisdiction and venue of any dispute arising hereunder shall be in Palm Beach
County, Florida.
Neither party may assign its rights or duties under this Agreement without the
express prior written consent of the other party, except that Consultant may
assign to any other party, without Client's consent, its right to receive all or
any portions of the fees and expenses due and owing to it.
This Agreement contains the entire understanding of the parties with respect to
the subject matter hereof. The terms of this Agreement may be altered only by
written agreement between the parties. The failure of either party to object to
or take affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver of
the violation or breach, or of any future similar violation or breach.
The Client acknowledges that the Consultant is and will be performing services
to others during the term of this Agreement and agrees that the service to be
provided hereunder are adequate consideration for this Agreement.
SEVERANCE AGREEMENT
This Severance Agreement is made this 11th day of July 1996 by and between
Bradley T. Ray (herein "Consultant") and Heart Labs of America, Inc., (herein
"HLOA")
WITNESSETH
WHEREAS, HLOA and Consultant have previously entered with a consulting agreement
dated June 9, 1996 ("The Agreement") for a period of fifty (50) months which
presently has a balance of forty-eight (48) months remaining with an aggregate
cash payment balance due thereunder of $274,224, and
WHEREAS, Consultant desires to realize as much cash as possible at the earliest
possible time.
Now therefore, in consideration of the mutual promises and representations
contained herein and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged parties, Consultant and HLOA have
agreed as follows:
1. HLOA will immediately cause to be issued to consultant, 450,000 of its
authorized shares of common stock and cause such shares to be
immediately registered under a Form 8 Registration Statement to be filed
under the United States Securities Act of 1933.
2. Once the S-8 Form is filed, the Company will advise its transfer agent
to immediately cause said shares to be issued to you, so that if you
wish, they may then be sold in the open market.
3. By virtue of the issuance and acceptance of said 450,000 shares issued
under the Form S-8 Consultant, HLOA shares immediately be released from
any and all obligations under the Agreement dated June 7, 1996.
4. Should the sale of the shares by Consultant realize less then the amount
due and owing under the Agreement, HLOA will issue a promissory note for
the balance to mature not later than December 27, 1996.
Heart Labs of America, Inc.
By: HARRY KOBRIN
Executive Vice President
Consultant
By: BRADLEY T. RAY
