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As filed with the Securities and Exchange Commission on October 31, 1997.
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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VITAL IMAGES, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 42-1321776
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3100 WEST LAKE STREET, SUITE 100
MINNEAPOLIS, MINNESOTA 55416
(Address of principal executive offices, including Zip Code)
VITAL IMAGES, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
GREGORY S. FURNESS Copy to:
VICE PRESIDENT-FINANCE AND CHIEF FINANCIAL OFFICER TREVOR V. GUNDERSON
VITAL IMAGES, INC. WINTHROP & WEINSTINE
3100 WEST LAKE STREET, SUITE 100 3000 DAIN BOSWORTH PLAZA
MINNEAPOLIS, MINNESOTA 55416 60 SOUTH SIXTH STREET
(Name and address of agent for service) MINNEAPOLIS, MINNESOTA 55402
(612) 347-0700
(612) 915-8000
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, 675,000 shares $1.65625 $1,117,968.75 $338.78
$.01 par value(2)
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c)and (h), based upon the average of the bid and asked
price for such Common Stock on October 27, 1997, as reported on the OTC
Bulletin Board.
(2) Each share of Common Stock includes one Preferred Stock Purchase Right.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents need
not be filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
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 are incorporated herein by reference:
a. The Company's Registration Statement on Form 10 (File No. 0-22229);
b. Description of the Company's Common Stock and Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 10 (File No.
0-22229), including any amendments filed for the purpose of updating such
description;
c. The Company's Current Reports on Form 8-K filed May 14, 1997 and
July 25, 1997;
d. The Company's Quarterly Reports on Form 10-Q for the quarter ended April
30, 1997 and for the transition period from November 1, 1996 to December 31,
1996;
e. All other reports filed by the Company with the Securities and Exchange
Commission since incorporation, pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after May 2,
1997, the effective date of the Company's Form 10 Registration Statement, and
prior to the filing of this Registration Statement; and
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f. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining to be sold.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock and Preferred Stock Purchase Rights offered
pursuant to this registration statement are registered under Section 12(g) of
the Securities Exchange Act of 1934. The description of the Company's Common
Stock and Preferred Stock Purchase Rights is incorporated by reference pursuant
to Item 3.b. above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Business Corporation Act provides that
unless prohibited or limited by a corporation's articles of incorporation or
bylaws, the Company must indemnify its current and former officers, directors,
employees and agents against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement and which were incurred in
connection with actions, suits, or proceedings in which such persons are parties
by reason of the fact that they are or were an officer, director, employee or
agent of the corporation, if they (i) have not been indemnified by another
organization, (ii) acted in good faith, (iii) received no improper personal
benefit, (iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that the conduct
was in the best interests of the corporation. Section 302A.521 also permits a
corporation to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any liability which may be asserted
against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.
Article VI of the Company's Bylaws and Article X of the Company's Articles of
Incorporation provide that the Company will indemnify such persons to the
fullest extent permitted by Section 302A.521 of the Minnesota Business
Corporation Act.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Rights Agreement dated as of May 1, 1997 between the Company and American
Stock Transfer and Trust Company [incorporated by reference to Exhibit 4.4
to the Company's Registration Statement on Form 10 (File No. 0-22229)]
4.2 Certificate of Designation of Preferences and Rights of Series A Junior
Preferred Stock of Vital Images, Inc. [incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form 10 (File No.
0-22229)]
5.1 Opinion of Winthrop & Weinstine, P.A. as to the legality of Common Stock
of the Company
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Winthrop & Weinstine, P.A. [included in its opinion filed as
Exhibit 5.1]
24.1 Powers of Attorney [included as part of signature page]
99.1 1997 Stock Option and Incentive Plan [incorporated by reference to Exhibit
10.11 to the Company's Registration Statement on Form 10 (Files No.
0-22229)]
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
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:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement; and
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(iii) Include any additional or changed material information on the plan
of distribution.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(B) FILINGS INCORPORATING 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 or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
(H) STATEMENT REQUIRED IN CONNECTION WITH FILING OF REGISTRATION STATEMENT ON
FORM S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of such
issue.
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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 Minneapolis, State of Minnesota on October 31,
1997.
VITAL IMAGES, INC.
By /s/ Andrew M. Weiss
--------------------
Andrew M. Weiss,
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Andrew M. Weiss and Gregory S. Furness, each of whom may act individually as
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for such person and in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits hereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents 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/ Andrew M. Weiss President and Chief Executive October 31, 1997
- -------------------------------- Officer and Director (principal
Andrew M. Weiss executive officer)
/s/ Richard W. Perkins Director October 31, 1997
- --------------------------------
Richard W. Perkins
/s/ Douglas M. Pihl Director October 31, 1997
- --------------------------------
Douglas M. Pihl
/s/ Edward E. Strickland Director October 31, 1997
- --------------------------------
Edward E. Strickland
/s/ Sven A. Wehrwein Director October 31, 1997
- --------------------------------
Sven A. Wehrwein
/s/ Vincent Argiro, Ph.D. Executive Vice President, Chief October 31, 1997
- -------------------------------- Technology Officer and Director
Vincent Argiro, Ph.D.
/s/ Gregory S. Furness Vice President-Finance, Chief October 31, 1997
- -------------------------------- Financial Officer, Treasurer and
Gregory S. Furness Secretary (principal accounting
officer)
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
4.1 Rights Agreement dated as of May 1, 1997 between the Company and
American Stock Transfer and Trust Company [incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement
on Form 10 (File No. 0-22229)]
4.2 Certificate of Designation of Preferences and Rights of Series A
Junior Preferred Stock of Vital Images, Inc. [incorporated by
reference to Exhibit 4.5 to the Company's Registration Statement
on Form 10 (File No. 0-22229)]
5.1 Opinion of Winthrop & Weinstine, P.A. as to the legality of Common
Stock of the Company...............................................
23.1 Consent of Coopers & Lybrand L.L.P.................................
23.2 Consent of Winthrop & Weinstine, P.A. [included in its opinion
filed as Exhibit 5.1]
24.1 Powers of Attorney [included as part of signature page]
99.1 1997 Employee Stock Purchase Plan [incorporated by reference to
Exhibit 10.11 to the Company's Registration Statement on Form 10
(Files No. 0-22229)]
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EXHIBIT 5.1
WINTHROP & WEINSTINE, P.A.
3000 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 347-0700
October 31, 1997
Vital Images, Inc.
3100 West Lake Street, Suite 100
Minneapolis, Minnesota 55416
Re: Registration Statement on Form S-8
Vital Images, Inc. 1997 Stock Option and Incentive Plan (675,000 Shares)
Gentlemen:
We have acted as legal counsel for Vital Images, Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission, and the Prospectus to be used in conjunction with the Registration
Statement (the "Prospectus"), relating to the registration under the Securities
Act of 1933, as amended, of 675,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), to be issued under the Vital Images,
Inc. 1997 Stock Option and Incentive Plan, in the manner set forth in the
Registration Statement and the Prospectus.
In connection therewith, we have examined (a) the Articles of Incorporation and
Bylaws of the Company, both as amended to date; (b) the corporate proceedings of
the Company relative to its organization and to the authorization and issuance
of the Shares; and (c) the Registration Statement and the Prospectus. In
addition to such examination, we have reviewed such other proceedings, documents
and records and have ascertained or verified such additional facts as we deem
necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing under the
laws of the State of Minnesota.
2. All necessary corporate action has been taken by the Company to authorize the
issuance of the Shares.
3. The Shares are validly authorized by the Company's Articles of Incorporation,
as amended, and when issued and paid for as contemplated in the Registration
Statement and Prospectus, will be validly issued, fully paid, and non-
assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
WINTHROP & WEINSTINE, P.A.
By - /s/ Richard A. Hoel
Richard A. Hoel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated December 16, 1996, on our audits of the financial
statements of Vital Images, Inc.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
October 31, 1997
