As filed with the Securities and Exchange Commission on October 13, 2000
Registration No.333-_________
================================================================================
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.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
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Calculation of Registration Fee
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) unit price registration fee
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 222,500(2) $ 0.25(4) $ 55,625 $ 14.69
($.001 par value per
share)
--------------------------------------------------------------------------------------------------
Class A Common Stock
($.001 par value per
share) 5,025,000(2) $ 0.22(4) $1,105,500 $ 291.85
--------------------------------------------------------------------------------------------------
Class A Common Stock
($.001 par value per
share) 7,752,500(3) $ 0.54(5) $4,186,350 $1,105.20
--------------------------------------------------------------------------------------------------
TOTAL 13,000,000 $5,347,475 $1,411.74
--------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 this Registration Statement also covers such
indeterminable number of additional shares as may become issuable pursuant
to terms designed to present dilution resulting from stock splits, stock
dividends or similar events.
<PAGE>
(2) Represents shares of common stock reserved for issuance pursuant to
options granted under the Registrants 1992 Stock Option Plan, as amended
(the "Option Plan"), which shares have been made available pursuant to an
increase in the total authorized shares under the Option Plan from
1,000,000 to 14,000,000.
(3) Represents shares of common stock reserved for issuance pursuant to
options available for grant, not yet granted, under the Option Plan which
shares have been made available pursuant to the increase in the total
authorized shares under the Option Plan.
(4) Calculated on the basis of the exercise price of the related options in
accordance with Rule 457(h).
(5) Calculated on the basis of the average of the closing bid and ask prices
as of October 11, 2000 in accordance with Rule 457(h).
<PAGE>
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.
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
Except as modified herein, the contents of the registrant's registration
statement on Form S-8, Registration No. 333-35516, are incorporated by reference
herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Greenberg JamesTraurig LLP, 200 Park Avenue, New
York, New York 10166, counsel to the registrant. Irwin M. Rosenthal, a member of
such 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 . In addition, other members of
Greenberg Traurig LLP may own or be deemed to beneficially own additional shares
of Common Stock of the registrant.
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").
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).
3
<PAGE>
Exhibit No. Document
----------- --------
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 Greenberg Traurig LLP.
23.1 Consent of Greenberg Traurig 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).
4
<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 October 13, 2000.
MAGNA-LAB INC.
By: /s/ Daniel M. Mulvena
------------------------------------------
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Daniel M. Mulvena CEO and Chairman of the Board of October 13, 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 October 13, 2000
------------------------------- and Director
Lawrence A. Minkoff, Ph.D.
/s/ Jerry Feldman Vice President and Director October 13, 2000
---------------------------------
Jerry Feldman
/ / Jonathan Adereth Director October 13, 2000
------------------------------
Jonathan Adereth
/s/ Joel Kanter Director October 13, 2000
---------------------------------
Joel Kanter
/ / Seymour Kessler Director October 13, 2000
---------------------------------
Seymour Kessler
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Document
----------- --------
4.1 1992 Stock Option Plan of the Registrant as
amended ("Option Plan").
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 Greenberg Traurig LLP.
23.1 Consent of Greenberg Traurig 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).
6
