As Filed With the Securities and Exchange Commission on October 18, 1996
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
Advanced Mammography Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
04-3166348
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(I.R.S. employer identification no.)
46 Jonspin Road
Wilmington, Massachusetts 01887
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(Address of principal executive offices) (Zip code)
1992 Stock Option Plan
1992 Non-Employee Directors' Stock Option Plan
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(Full title of the plans)
Jack Nelson
Chairman
c/o Advanced Mammography Systems, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01877
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(Name and address of agent for service)
(508) 657-8876
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Telephone number, including area code, of agent for service
Copy to:
Bruce A. Rich, Esq.
Reid & Priest LLP
40 W. 57th Street
New York, NY 10019
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Title maximum Proposed
of securities offering maximum Amount of
to be Amount to be price aggregate registration
registered registered(1) per share(2) offering price fee
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Common Stock, 1,600,000
$.01 par value shares $1.97 $3,152,000 $955.15
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended, this Registration Statement also covers any additional
securities to be offered or issued in connection with a stock split, stock
dividend or similar transaction.
(2) Estimated for the sole purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended.
<PAGE>
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
1992 STOCK OPTION PLAN
AND
1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by Advanced
Mammography Systems, Inc. (the "Registrant"), with the Securities and
Exchange Commission (the "Commission"), pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment 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 in this Registration Statement and to be a part hereof from the
date of filing such documents:
(a) The Transition Report of the Registrant on Form 10-K for the
transition period from January 1, 1995 to September 30, 1995
(Commission File No. 0-20968);
(b) The Quarterly Reports of the Registrant for the quarterly periods
ended December 31, 1995, March 30, 1996 and June 30, 1996
(Commission File No. 0-20968);
(d) The Proxy Statement of the Registrant, dated July 29, 1996
(Commission File No. 0-20968); and
(e) The description of the Common Stock, $.01 par value per share, of
the Registrant contained in the Registration Statement on Form 8-
A of the Registrant, filed with the Commission on December 11,
1992 (Commission File No. 0-20968).
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
modifies or replaces such statement. Any such statement shall not be
deemed to constitute a part of this Registration Statement except as so
modified or replaced.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article SEVENTH of the Certificate of Incorporation of the Registrant
and Article VIII of the By-laws of the Registrant provide in part that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by the General Corporation Law of the State of Delaware (the
"DGCL").
Section 145 of the DGCL permits a corporation, among other things, to
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, partnership, joint venture, trust
or other enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred 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 reasonable cause to believe his conduct was
unlawful.
A corporation also 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 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, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. However, in such an
action by or on behalf of a corporation, no indemnification may be made in
respect of any claim, issue or matter as to which the person is adjudged
liable to the corporation unless and only to the extent that the court
determines that, despite the adjudication of liability but in view or all
the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
In addition, the indemnification and advancement of expenses provided
by or granted pursuant to Section 145 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5* Opinion of Reid & Priest LLP
23.1* Consent of Richard A. Eisner & Company, LLP
independent public accountants for the Registrant
23.2* Consent of Reid & Priest LLP (included in Exhibit
5)
24* Power of Attorney (included on the signature page
of this registration statement on Form S-8)
99.1 1992 Stock Option Plan, effective October 21,
1992, as amended, effective August 22, 1996
[incorporated by reference to Attachement No. 1 to
the Registrant's Proxy Statement, dated July 29,
1996 (Commission File No. 0-20968)]
99.1 1992 Non-Employee Directors' Stock Option Plan, as
amended, effective August 22, 1996 [incorporated
by reference to Attachement No. 2 to the
Registrant's Proxy Statement, dated July 29, 1996
(Commission File No. 0-20968)]
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(b) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(c) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(d) 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 (b) and (c) do not apply if the
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Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(e) That, for the purpose of determining any liability under the
Securities Act, 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;
(f) To remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the end of the
offering;
(g) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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; and
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission, such indemnification is against public policy as expressed
in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
<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 Wilmington, State of
Massachusetts on the 16th day of October, 1996.
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
By: /s/ Jack Nelson
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Jack Nelson, Chairman
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints Jack Nelson or Enrique Levy as his attorney-in-fact
to sign in his name and behalf, in any and all capacities stated below and
to file with the Commission, any and all amendments, including post-
effective amendments, to this Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
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/s/ Jack Nelson Chairman of the Board October 16, 1996
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Jack Nelson
/s/ Charles Moche Chief Financial Officer October 16, 1996
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Charles Moche
/s/ Robert Spira, M.D. Vice Chairman October 16, 1996
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Robert Spira, M.D.
President, Chief Operating
/s/ Enrique Levy Officer and Director October 16, 1996
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Enrique Levy
Director _________, 1996
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George Aaron
/s/ Alison Estabrook Director October 16, 1996
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Alison Estabrook
/s/ Sol Triebwasser, Ph.D. Director October 16, 1996
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Sol Triebwasser, Ph.D.
/s/ Bernard Weiner Director October 16, 1996
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Bernard Weiner
<PAGE>
INDEX TO EXHIBITS
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
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Exhibit
No. Description
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5 Opinion of Reid & Priest LLP.
23.1 Consent of Richard A. Eisner & Company, LLP independent public
accountants for the Registrant
23.2 Consent of Reid & Priest LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
registration statement on Form S-8)
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4017
TELEPHONE 212 603-2000
FAX 212 603-2001
(212) 603-6780
New York, New York
October 11, 1996
Advanced Mammography Systems, Inc.
46 Jonspin Road
Wilmington, MA 01887
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Advanced Mammography
Systems, Inc., a Delaware corporation (the "Registrant"), in
connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), with
respect to the registration under the Securities Act of 1933, as
amended (the "Act"), of 1,600,000 shares (the "Shares") of the
Registrant's Common Stock, $.01 par value (the "Common Stock"),
issuable upon the exercise of options (the "Options") granted or
to be granted under the Registrant's 1992 Stock Option Plan and
its 1992 Non-Employee Directors' Stock Option Plan (the "Plans").
For purposes of this opinion we have examined the
Registration Statement, the Certificate of Incorporation, as
amended, the By-Laws of the Registrant, the Plans and such
documents, records, agreements, proceedings and legal matters as
we have deemed necessary to examine. With respect to any
documents or other corporate records which we have examined, we
have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals, and
the conformity to the original documents submitted to us as
certified or photostatic copies.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
1. The Registrant is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.
2. The Shares included in the Registration Statement
to be issued upon the exercise of the Options will be duly
authorized and validly issued, and fully paid and non-assessable
when the Options shall have been properly exercised and the
exercise price shall have been paid for the Shares in accordance
with the terms of the Plans.
We are members of the Bar of the State of New York and
do not hold ourselves out as experts concerning, or qualified to
render opinions with respect to any laws other than the laws of
the State of New York, the Federal laws of the United States and
the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP
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Reid & Priest LLP
Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Advanced Mammography
Systems, Inc. (the "Company") of our report dated November 29,
1995 on the financial statements of the Company for the nine
month period ended September 30, 1995 and for each of the years
in the two-year period ended December 31, 1994 and for the period
July 2, 1992 (inception) to September 30, 1995 appearing in the
Company's Transition Report on Form 10-K for the transition
period from January 1, 1995 to September 30, 1995.
/s/ Richard A. Eisner & Company, LLP
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Richard A. Eisner & Company, LLP
Cambridge, Massachusetts
October 14, 1996
