As filed with the Securities and Exchange Commission on June 9, 1999
File No. Commission file number: 333-
- ------------------------------ --------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Modern Medical Modalities Corporation
(Exact name of registrant as specified in its charter)
New Jersey 22-3318886
(State or Other Jurisdiction (Employer Identification Number)
of Incorporation or Organization)
1719 Route 10, Suite 119, Parsippany, New Jersey 07954
(Address of Principal Executive Offices)
1999 Stock Option Plan of Modern Medical Modalities Corporation
(Full Title of the Plan)
Jan Goldberg, 1719 Route 10, Suite 119, Parsippany, New Jersey 07954
(Name, Address, Including Zip Code, of Agent for Service)
Telephone number, including area code, of agent for service: 973-538-9955
CALCULATION OF REGISTRATION FEE
- -------------- ------------- ---------------- ---------------- -------------
Title of Amount of Proposed Maximum Proposed Maximum Amount of
Securities to Shares to Offering Price Aggregate Registration
be Registered be Registered Per Share(1) Offering Price Fee
============== ============= ================ ================ =============
Common Stock, 1,500,000 $3.25 4,875,000 $1,355.25
par value
$0.0001
============== ============= ================ ================ =============
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the registrant's common stock as of May 4,
1999, a date within five business days prior to the date of filing of this
registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
Total Number of Pages Contained Herein: 11
Index to Exhibits may be Found on Page 5
Page 1 of 11
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933
Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
- ------------------------------------------------ ------------------
Item 1. Plan Information Section 10(a) Prospectus
Item 2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Modern Medical Modalities Corporation, a
New Jersey corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998.
2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year ended December 31, 1998.
3. The description and specimen certificate of the Company's common stock,
par value $0.0001 ("Common Stock"), contained in the Company's registration
statement under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
The Common Stock being registered pursuant to this registration statement
is part of a class of securities registered under Section 12 of the Exchange
Act. A description of such securities is contained in the Company's registration
statement under the Exchange Act, and is incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
Page 2 of 11
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company shall, to the fullest extent permitted by the New Jersey
Business Corporation Act, as the same may be amended and supplemented, indemnify
under said section from and against any and all expenses, liabilities or other
matters referred in or covered by said section, and the indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, 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, shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person. The Company will have the power to purchase and maintain officers' and
directors' liability insurance in order to insure against the liabilities for
which such officers and directors are indemnified pursuant to Article 6.
Insofar as indemnification for liabilities arising under the securities act
of 1933 may be permitted to directors, officers or persons controlling the
company pursuant to the foregoing provision, or otherwise, the company has been
informed 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 company or expenses incurred or
paid by a director, officer or controlling person in connection with the
securities being registered, the company will, unless in the opinion of its
counsel the matter had been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the act and will be covered by the final
adjudication of such issue.
Item 7. Exemption from Registration Claimed.
No restricted securities are being re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 5.
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 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.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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.
Page 3 of 11
<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 Morristown, State of New Jersey, on May 5, 1999.
Modern Medical Modalities Corporation
By ________________________________________
Roger Findlay, Chairman of the Board
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ Roger Findlay Chairman of the Board May 5, 1999
- ------------------------------
Roger Findlay
/s/ Jan Goldberg Vice President, May 5, 1999
- ------------------------------- Treasurer and Director
Jan Goldberg
/s/ Gregory Maccia Vice President, May 5, 1999
- ------------------------------- Secretary and Director
Gregory Maccia
/s/ Fred Mancinelli Director May 5, 1999
- -------------------------------
Fred Mancinelli
/s/ Carl J. Gedeon Director May 5, 1999
- -------------------------------
Carl J. Gedeon
Page 4 of 11
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
- -------------- ----------------------
4 1999 Stock Option Plan of the Modern Medical Modalities
Corporation
5, 23 Opinion and Consent of Counsel with Respect to the
Availability of Form S-8
23 Consent of Accountant
Page 5 of 11
<PAGE>
THE 1999 STOCK OPTION PLAN OF MODERN MEDICAL MODALITIES CORPORATION
Modern Medical Modalities Corporation, a New Jersey corporation (the
"Company"), hereby adopts the 1999 Stock Option Plan (this "Plan"), this 5th day
of May 1999. Under this Plan, the Company may grant options to acquire (the
"Options") up to One Million Five Hundred Thousand (1,500,000) shares of its
common stock, par value $0.0001 ("Common Stock"), from time to time to employees
of the Company or its subsidiaries, all on the terms and conditions set forth
herein. In addition, at the discretion of the Board of Directors, options to
acquire stock of the Company may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the
success of the Company or its subsidiaries and are not employees of the Company
or its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services shall not be in connection with the
offer or sale of securities in a capital-raising transaction or directly or
indirectly related to the promotion or maintenance of a market in the Company's
securities.
1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators shall be final and binding on all participants in
this Plan absent a showing of demonstrable error. No member of the Plan
Administrators shall be liable for any action taken or determination made in
good faith with respect to this Plan. Any Option approved by a majority vote of
the Plan Administrators during a duly and properly held meeting shall be valid.
Any Option approved by the Plan Administrators shall be approved as specified by
the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of One Million Five Hundred
Thousand (1,500,000) shares of Common Stock may be subject to, or issued
pursuant to, Options granted under this Plan, subject to the limitations on
issuance contained in the Company's then existing Articles of Incorporation. The
Board may add shares of Common Stock to this Plan at any time in the future. If
any right to acquire Common Stock granted under this Plan is exercised by the
delivery of shares of Common Stock or the relinquishment of rights to shares of
Common Stock, only the net shares of Common Stock issued (the shares of stock
issued less the shares of Common Stock surrendered) shall count against the
total number of shares reserved for issuance under the terms of this Plan.
4. Reservation of Common Stock on Granting of Option. At the time any Option is
granted under the terms of this Plan, the Company will reserve for issuance the
number of shares of Common Stock subject to such Option until it is exercised or
expires. The Company may reserve either authorized but unissued shares or issued
shares reacquired by the Company.
Page 6 of 11
<PAGE>
5. Eligibility. The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction or directly or indirectly
related to the promotion. In any case, the Plan Administrators shall determine,
based on the foregoing limitations and the Company's best interests, which
employees, officers, directors, consultants and advisors are eligible to
participate in this Plan. Options shall be in the amounts, and shall have the
rights and be subject to the restrictions, as may be determined by the Plan
Administrators, all as may be within the provisions of this Plan.
6. Term of Options and Certain Limitations on Right to Exercise.
a. Each Option shall have its term established by the Plan Administrators
at the time the Option is granted but in no event may such term exceed two
(2) years. Options shall vest and become exercisable at such time or times
and on such terms as the Plan Administrators may determine at the time
Options are granted, but in no event may any Option be exercised more than
two (2) years after the granting of such Option. In no event may an Option
be exercised after the expiration of its term.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the
Option.
c. Unless otherwise specifically provided by the written provisions of the
Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares
subject to an Option unless and until such participant exercises his or her
right to acquire all or a portion of the Common Stock subject to the Option
and delivers the required consideration to the Company in accordance with
the terms of this Plan and the Option and then only as to the number of
shares of Common Stock validly acquired. Except as specifically provided in
this Plan or as otherwise specifically provided by the written provisions
of the Option, no adjustment to the exercise price or the number of shares
of Common Stock subject to the Option shall be made for dividends or other
rights for which the record date is prior to the date on which the Common
Stock subject to the Option is acquired by the holder.
d. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
e. Options shall be non-transferable, except by the laws of descent and
distribution.
7. Exercise Price. The exercise price payable to the Company for shares to be
obtained pursuant to Options shall be established by the Plan Administrators at
the time Options are granted.
Page 7 of 11
<PAGE>
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company, or in such other consideration as
exclusively determined acceptable by the Board.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, in its
discretion, may adjust the Options or issue replacement Options.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in its
sole discretion, that it is necessary or desirable to list, register, or qualify
the shares covered thereby on any securities exchange or under any state or
federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would alter the Plan's benefits relative to applicable provisions of the Code,
as it may be amended from time to time, such amendment or modification shall
also be approved by the shareholders of the Company.
ATTEST:
/s/ Roger Findlay
- ------------------------------------
Roger Findlay, Chairman of the Board
Page 8 of 11
Kevin S. Woltjen, P.C.
Attorney at Law
980 N. Michigan Avenue, Suite 1400
Chicago, Illinois 60611
Telephone: 312-214-4991
Facsimile: 312-214-3501
May 5, 1999
Board of Directors
Modern Medical Modalities Corporation
1719 Route 10, Suite 119,
Parsippany, New Jersey 07954
To the Board of Directors of Modern Medical Modalities Corporation
Modern Medical Modalities Corporation, a New Jersey corporation (the "Company"),
has informed Kevin S. Woltjen, P.C. (the "Firm"), of its intention to presently
file a registration statement on Form S-8 under the Securities Act of 1933, as
amended ("Form S-8"), concerning One Million Five-Hundred Thousand (1,500,000)
shares (the "Shares") of its common stock, par value $0.0001 ("Common Stock"),
with the Securities and Exchange Commission ("SEC"). In connection with the
filing of the Form S-8, you have requested the Firm's opinion regarding the
issuance of Common Stock.
You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in its such filings with the SEC and that
the Company's board of directors has authorized the filing of a registration
statement on Form S-8. Based on these representations and to the best of the
Firm's knowledge, the Firm is of the opinion that Form S-8 is a form of
registration available to the Company as of the date above.
This Opinion is conditioned upon the above requirements being met.
We have examined such records and documents and made such examinations of law as
we have deemed relevant in connection with this opinion. It is our opinion that
the first 725,000 Shares will be legally issued, fully paid, and nonassessable
when issued pursuant to the terms of the Plan. Before the remaining 775,000
Shares may be issued under the Plan, the Company must effect an increase in the
number of shares of its Common Stock authorized for issuance. No opinion is
expressed herein as to any laws other than the laws of the state of Illinois and
the United States.
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:
A. The Firm expressly excepts from the opinion set forth herein any
opinion or position as to whether or to what extent a New Jersey court
or any other court would apply New Jersey law, or the law of any other
state or jurisdiction except the federal law of the United States of
America, to any particular aspect of the facts, circumstances and
transactions that are the subject of the opinion herein contained.
B. In rendering this opinion, the Firm assumed that the Company is
satisfying the various substantive requirements of Form S-8, and the
Firm expressly disclaims any opinion regarding the Company's compliance
with such requirements. C. In expressing the opinion set forth herein,
the Firm assumed the authenticity and completeness of all corporate
documents, records and instruments provided to the Firm by the Company
and its representatives. The Firm assumed the accuracy of all
statements of fact contained therein. The Firm further assumed the
genuineness of signatures (both manual and conformed), the authenticity
of documents submitted as originals, the conformity to originals of all
copies or faxed copies and the correctness of all such documents. This
opinion is conditioned on all of these assumptions being correct.
Page 9 of 11
<PAGE>
E. The Firm expressly excepts from the opinion set forth herein any
opinion concerning the propriety of any issuance of any shares, and any
opinion concerning the tradability of any shares whether or not issued
under the Registration Statement.
F. The opinion contained herein are rendered as of the date hereof, and
the Firm undertakes no obligation to advise you of any changes in or
any new developments which might affect any matters or opinions set
forth herein, and the Firm hereby disclaims any such obligation.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
of the rules and regulations of the Securities and Exchange Commission
promulgated thereunder. This Opinion may not be used or relied upon by you or
any other person for any purpose whatsoever, except to the extent authorized in
the Accord, without in each instance the Firm's prior written consent.
Sincerely,
/s/ Kevin S. Woltjen, P.C.
- ---------------------------
Kevin S. Woltjen, P.C.
Page 10 of 11
Vincent J. Batyr & Co.
27 North Broadway
Tarrytown, NY 10591
May 5, 1999
In reference to Modern Medical Modalities Corporation's Form S-8 Registration
Statement under the Securities Act of 1933 for the "1999 Stock Option Plan of
Modern Medical Modalities Corporation," we authorize the use of our independent
auditors' report and related fiancial statements included in the Company's Form
10-KSB as of December 31, 1998.
/s/ Vincent J. Batyr & Co.
- ---------------------------
Vincent J. Batyr & Co.
Page 11 of 11
