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As filed with the Securities and Exchange Commission on December 28, 1998.
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 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
GREGORY S. FURNESS Copy to:
SENIOR VICE PRESIDENT-FINANCE AND TREVOR V. GUNDERSON
CHIEF FINANCIAL OFFICER WINTHROP & WEINSTINE
VITAL IMAGES, INC. 3000 DAIN RAUSCHER PLAZA
3100 WEST LAKE STREET, SUITE 100 60 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55416 MINNEAPOLIS, MINNESOTA 55402
(Name and address of agent for service) (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 (1) PER SHARE (2) PRICE (2) FEE
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Common Stock, 30,000 shares $1.906 $57,180 $15.90
$.01 par value(3)
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(1) The number of shares being registered represents the number of additional
shares of Common Stock which may be issued pursuant to the Vital Images,
Inc. 1997 Director Stock Option Plan, as amended, in addition to shares
previously registered.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) based upon the average of the closing bid
and ask price for such Common Stock on December 18, 1998, as reported on
the OTC Bulletin Board.
(3) Each share of Common Stock includes one Preferred Stock Purchase Right.
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Pursuant to General Instruction E of the General Instructions to Form S-8,
this Registration Statement incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-39213).
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 Annual Report on Form 10-K for the year ended December 31,
1997 (File No. 0-22229);
b. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
c. 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;
d. All other reports filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after December 31, 1997; and
e. 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 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Winthrop & Weinstine, P.A. as to the legality of Common
Stock of the Company
23.1 Consent of PricewaterhouseCoopers LLP
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]
2
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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 December 28, 1998.
VITAL IMAGES, INC.
By: /s/ Douglas M. Pihl
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Douglas M. Pihl,
President and Chief Executive Officer
3
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
5.1 Opinion of Winthrop & Weinstine, P.A. as to the
legality of Common Stock of the Company
23.1 Consent of PricewaterhouseCoopers LLP
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]
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EXHIBIT 5.1
WINTHROP & WEINSTINE, P.A.
3000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 347-0700
December 28, 1998
Vital Images, Inc.
3100 West Lake Street, Suite 100
Minneapolis, Minnesota 55416
Re: Registration Statement on Form S-8
Vital Images, Inc. 1997 Director Stock Option Plan,
as amended (30,000 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 30,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), to be issued under the Vital Images,
Inc. 1997 Director Stock Option Plan, as amended, 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.
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 related to the Vital Images, Inc. 1997 Director Stock Option Plan of
our report dated February 13, 1998, on our audits of the financial statements
and financial statement schedule of Vital Images, Inc. (the "Company") as of
December 31, 1997 and 1996 and for the year ended December 31, 1997, the two
months ended December 31, 1996, and the years ended October 31, 1996 and 1995,
which report is included in the Company's 1997 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
December 28, 1998
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Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Douglas M. Pihl 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
agent, 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
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<S> <C> <C>
/s/ Douglas M. Pihl Chairman of the Board, President, December 28, 1998
- ------------------------------- Chief Executive Officer and Director
Douglas M. Pihl (principal executive officer)
/s/ Richard W. Perkins Director December 28, 1998
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Richard W. Perkins
/s/ James B. Hickey, Jr. Director December 28, 1998
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James B. Hickey, Jr.
Director December 28, 1998
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Edward E. Strickland
/s/ Michael W. Vannier, M.D. Director December 28, 1998
- -------------------------------
Michael W. Vannier, M.D.
/s/ Sven A. Wehrwein Director December 28, 1998
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Sven A. Wehrwein
/s/ Vincent J. Argiro, Ph.D. Executive Vice President, Chief December 28, 1998
- ------------------------------- Technology Officer and Director
Vincent J. Argiro, Ph.D.
/s/ Gregory S. Furness Senior Vice President-Finance, Chief December 28, 1998
- ------------------------------- Financial Officer, Treasurer and Secretary
Gregory S. Furness (chief accounting officer)
</TABLE>
