As filed with the Securities and Exchange Commission on April 25, 2000
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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MAGNA-LAB INC.
(Exact name of registrant as specified in its charter)
New York 11-3074326
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6800 Jericho Turnpike
Syosset, NY 11797
(Address of principal executive offices) (Zip code)
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MAGNA-LAB INC. 1992 STOCK OPTION PLAN,
AS AMENDED
(full title of the plan)
Mr. Daniel M. Mulvena, CEO
Magna-Lab Inc.
6800 Jericho Turnpike
Syosset, NY 11797
(Name and address of agent for service)
(516) 393-5874
(Telephone number, including area code, of agent for service)
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Copy to:
Irwin M. Rosenthal, Esq.
Graham & James LLP
885 Third Avenue, 21st Floor
New York, New York 10022
(212) 848-1000
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Calculation of Registration Fee
- --------------------------- -------------------- ----------------------- ------------------------ --------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee
unit price
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- --------------------------- -------------------- ----------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Class A Common Stock 1,000,000(1) $ 0.25(2) $ 250,000 $ 66.00
($.001 par value per
share)
- --------------------------- -------------------- ----------------------- ------------------------ --------------------
- --------------------------- -------------------- ----------------------- ------------------------ --------------------
TOTAL 1,000,000 $ 250,000 $ 66.00
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(1) Represents shares of common stock reserved for issuance pursuant to options
available for grant, and granted, under the registrant's 1992 Stock Option
Plan, as amended ("Option Plan").
(2) Calculated on the basis of the average of the closing bid and ask prices as
of April 14, 2000 in accordance with Rule 457(h).
</TABLE>
<PAGE>
2
EXPLANATORY NOTE
Pursuant to Rule 428(b) (1) under the Securities Act of 1933, as amended
(the "Securities Act"), an information statement will be distributed to holders
of options granted under the Magna-Lab Inc. 1992 Stock Option Plan, as amended
(the "Option Plan"). The information statement and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of the Securities
Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATIOn.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents or portions thereof, as filed with the Securities
and Exchange Commission by Magna-Lab Inc., a New York corporation (the
"Registrant"), are incorporated by reference herein:
(1) the Registrant's annual report on Form 10-KSB for the year ended
February 28, 1999.
(2) the Registrant's quarterly reports on Forms 10-QSB for the quarters
ended May 31, 1999, August 31, 1999 and November 30, 1999, respectively.
(3) the description of the Common Stock, par value $.001 per share, of the
Registrant contained in the section entitled "DESCRIPTION OF SECURITIES" of the
Registrant's Registration Statement on Form SB-2 (File No. 33-96272).
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the effective date
of this Registration Statement and 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 the Registration Statement and to be a part thereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the shares of
Common Stock, par value $.001 per share, of the registrant being registered
hereby are being passed upon by Graham & James LLP, 885 Third Avenue, New York,
New York 10022, counsel to the registrant. Irwin M. Rosenthal, a member of such
<PAGE>
firm, serves as a director of the registrant. Mr. Rosenthal directly owns
349,593 shares of Common Stock of the registrant and may be deemed to
beneficially own, directly or indirectly, 500,000 shares of Common Stock of the
registrant, including 500,000 shares of Common Stock issuable upon exercise of
options which are currently exercisable, a portion of which options are subject
to shareholder approval of an increase in the number of shares available under
the Option Plan. In addition, other members of Graham & James LLP may own or be
deemed to beneficially own additional shares of Common Stock of the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Sections 721 through 726 of the New York Business
Corporation Law (the "BCL"), Article XI of the amended by-laws of the
Corporation (which are incorporated by reference to Exhibit 3.2(a) to the
Company's Registration Statement on Form SB-2, No. 33-96272 ) and the
Indemnification Agreements entered into with the Registrant's directors and
officers (Exhibit 10.11 to the Company's Registration Statement on Form SB-2,
No. 33-96272).
The Registrant is a New York corporation. Section 722 of the BCL generally
provides that a corporation is empowered to indemnify any person who is made a
party to any threatened, pending or completed action, suit or proceeding 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, in any
of such capacities of another corporation or other enterprise, if such director,
officer, employee or agent 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. This statute describes in detail the right of
the Company to indemnify any such person.
Pursuant to Article XI of the Registrant's amended By-Laws, the registrant may
indemnify, to the fullest extent permitted by Sections 721 through 726 of the
BCL, any person, including officers and directors, with regard to any action or
proceeding.
The Company has entered into Indemnification Agreements with each officer and
Director of the Company which provide that the Company will indemnify the
indemnitee to the fullest extent permitted by applicable law against expenses,
including reasonable attorneys' fees, judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
any action or proceeding arising out of his performance of his duties as a
director or officer of the Company. Such indemnification is available if the
indemnitee acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Company, and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful.
Under such Indemnification Agreements, the entitlement of a Director or officer
to indemnification shall be determined by a majority vote of a quorum of
disinterested directors, or if such quorum either is not obtainable or so
directs, by independent counsel or by the shareholders of the Company, as
determined by such quorum of disinterested directors. Under certain
circumstances, a party to the Indemnification Agreement will be conclusively
presumed to have met the applicable statutory standard of conduct unless the
Company's Board of Directors, shareholders or independent legal counsel
determine that the relevant standard has not been met. If a change of control of
the Company has occurred, the entitlement of such Director or officer to
indemnification shall be determined by independent counsel selected by such
director of officer, unless such Director or officer requests that either the
Board of Directors or the shareholders make such determination. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Company, pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
<PAGE>
The Registrant currently does not maintain an officers' and directors' liability
insurance policy but is in the process of applying for such coverage. Such
policy, if issued, would be expected to cover, subject to the exclusions and
limitations of the policy, losses relating to actual or alleged breaches of
duty, errors, misstatements, misleading statements or omissions by officers and
directors of the Registrant solely in their capacity as such. The Company has
applied for coverage with a limit of $1,000,000 with respect to each individual
claim and with respect to all claims made during the policy period.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
----------- --------
4.1 1992 Stock Option Plan of the Registrant
as amended ("Option Plan") (Incorporated
by reference to Exhibit 10.1 contained
in the Registrant's registration
statement on Form SB-2, Registration No.
33-96272).
4.2 Specimen Common Stock Certificate.
(Incorporated by reference to Exhibit
4.2 contained in the Registrant's
registration statement on Form S-1,
Registration No. 33-56344).
4.3 Form of Stock Option Agreement for
Officers and Directors under the Option
Plan (Incorporated by reference to
Exhibit 10.14 contained in the
Registrant's registration statement on
Form SB-2, Registration No. 33-96272).
4.4 Form of Stock Option Agreement for
non-Officers and Directors under the
Option Plan (Incorporated by reference
to Exhibit 10.21 contained in the
Registrant's Form 10-KSB for the year
ended February 28, 1994, File No.
0-21320.
5.1 Opinion of Graham & James LLP.
23.1 Consent of Graham & James LLP. (Included
in Exhibit 5.1).
23.2 Consent of Rothstein Kass & Company,
LLP.
24.1 Powers of Attorney. (Included on the
signature page of this Registration
Statement).
<PAGE>
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering
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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 (1)(i) and (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 with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(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; and
(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. Incorporation of Subsequent Exchange Act Documents by Reference
---------------------------------------------------------------
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 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.
C. Indemnification of Officers and Directors
-----------------------------------------
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 Securities and Exchange 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 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 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 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 New York, State of New York, on April 24, 2000.
MAGNA-LAB INC.
By:/S/ Daniel M. Mulvena
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Daniel M. Mulvena
CEO and Chairman of the Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Daniel M. Mulvena and Lawrence A. Minkoff
his true and lawful attorney-in-fact and agent, each acting alone, with full
powers of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any and all 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 to make any and all state securities law or blue sky filings,
granting unto said attorney-in-fact and agents, each acting alone, 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 for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, each acting alone, or his substitute 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.
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Signature Title Date
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<S> <C> <C>
/S/ Daniel M. Mulvena CEO and Chairman of the Board of April 24, 2000
- --------------------------------- Directors (principal executive
Daniel M. Mulvena officer and acting principal
financial and accounting officer)
/S/ Lawrence A. Minkoff, Ph.D. President, Chief Scientific Officer April 24, 2000
- --------------------------------- and Director
Lawrence A. Minkoff, Ph.D.
/S/ Jerry Feldman Director April 24, 2000
- ---------------------------------
Jerry Feldman
/S/ Joel Kanter Director April 24, 2000
- ---------------------------------
Joel Kanter
/S/ Seymour Kessler Director April 24, 2000
- ---------------------------------
Seymour Kessler
/S/ Irwin M. Rosenthal Director April 24, 2000
- ---------------------------------
Irwin M. Rosenthal
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Document
----------- --------
4.1 1992 Stock Option Plan of the Registrant
as amended ("Option Plan") (Incorporated
by reference to Exhibit 10.1 contained
in the Registrant's registration
statement on Form SB-2, Registration No.
33-96272).
4.2 Specimen Common Stock Certificate.
(Incorporated by reference to Exhibit
4.2 contained in the Registrant's
registration statement on Form S-1,
Registration No. 33-56344).
4.3 Form of Stock Option Agreement for
Officers and Directors under the Option
Plan (Incorporated by reference to
Exhibit 10.14 contained in the
Registrant's registration statement on
Form SB-2, Registration No. 33-96272).
4.4 Form of Stock Option Agreement for
non-Officers and Directors under the
Option Plan (Incorporated by reference
to Exhibit 10.21 contained in the
Registrant's Form 10-KSB for the year
ended February 28, 1994, File No.
0-21320.
5.1 Opinion of Graham & James LLP.
23.1 Consent of Graham & James LLP. (Included
in Exhibit 5.1).
23.2 Consent of Rothstein Kass & Company,
LLP.
24.1 Powers of Attorney. (Included on the
signature page of this Registration
Statement).
<PAGE>
EXHIBIT 5.1
April 21, 2000
Magna-Lab Inc.
6800 Jericho Turnpike
Syosset, New York 11797
Ladies and Gentlemen:
We have acted as counsel to Magna-Lab Inc., a New York corporation (the
"Company") , in connection with the preparation of its Registration Statement on
Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement"), to which this opinion is to be filed as an exhibit. The
Registration Statement relates to the issuance of up to an aggregate of
1,000,000 shares (the "Plan Shares") of the Company's Class A common stock, par
value $.00l per share (the "Common Stock"), pursuant to stock options granted or
available for grant under the Company's 1992 Stock Option Plan, as amended (the
"Plan").
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Plan Shares,
when issued in accordance with the terms and conditions of the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ Graham & James LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Magna-Lab Inc. on Form S-8 of our report dated June 8, 1999, which appears in
the Annual Report on Form 10-KSB of Magna-Lab Inc. for the year ended February
28, 1999 and to the references to our firm under the caption "Experts" in the
Prospectus.
/s/ ROTHSTEIN, KASS & COMPANY, P.C.
ROSELAND, NEW JERSEY
April 21, 2000
