As filed with the Securities and Exchange Commission on January 29, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COMMUNITY MEDICAL TRANSPORT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3507464
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
45 Morris Street
Yonkers, New York 10705
(Address of principal executive offices)
1992 EMPLOYEES' STOCK OPTION PLAN
1994 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
DEAN L. SLOANE, President
Community Medical Transport, Inc.
45 Morris Street
Yonkers, New York 10705
(914) 963-6666
(Name, address and telephone number, including area code, of
agent for service)
with a copy to:
Michael D. DiGiovanna, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee
------------- ------------ --------- ------------- ------------
Common Stock, 800,000 shs. $ 3.6875 $2,950,000.00 $ 893.94
par value $.001
per share
- --------------
* Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Community Medical Transport, Inc.
(the "Company") with the Securities and Exchange Commission (File No. 0-24640),
are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31,
1995;
2. The Company's Quarterly Reports on Form
10-Q for the fiscal quarters ended March
31, 1996, June 30, 1996 and September 30,
1996;
3. The Company's Current Report on Form 8-K
and 8-K/A-1, dated August 15, 1996,
relating to the purchase of certain assets
from Hudvalco, Inc.
4. The Company's Current Report on Form 8-K
and 8-K/A-1, dated August 22, 1996,
relating to the purchase of certain assets
from Elite Ambulance and Medical Coach,
Inc.
5. The Company's Registration Statement on
Form 8-A containing a description of the
Company's Common Stock, par value $.001 per
share (the "Common Stock").
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all Common Stock registered hereby has been sold or which
deregisters such Common Stock then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents listed above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The Common Stock of the Company is registered under Section 12 of
the Exchange Act.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Common Stock
registered hereby are being passed upon for the Company by Parker Duryee
Rosoff & Haft A Professional Corporation, 529 Fifth Avenue, New York, New
York 10017.
Item 6. Indemnification of Directors and Officers.
Article 7 of the Certificate of Incorporation of the Company
contains the following provision which provides for the indemnification of
directors and officers of the Company:
7. The Corporation shall, to the fullest extent permitted
by the provisions of the General Corporation Law of the
State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it
shall have power to indemnify under such provisions from
and against any and all of the expenses, liabilities
or other matters referred to in or covered by such
provisions, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-Law,
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, and 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 Corporation shall
pay in advance of the final disposition of such action,
suit or proceeding any and all expenses incurred by such
Indemnitee upon the receipt of an undertaking by or on
behalf of such Indemnitee to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article 7.
In accordance with Section 102(b)(7) of the General Corporation
Law of the State of Delaware ("DGCL"), Article 8 of the Certificate of
Incorporation of the Company eliminates the personal liability of directors
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director with certain limited exceptions set forth in
Section 102(b)(7).
The Company intends to enter into an agreement with each of its
officers and directors pursuant to which they will be indemnified to the
fullest extent permitted under the DGCL. The Company may also obtain
and maintain its own insurance for the benefit of its directors and officers
and the directors and officers of its subsidiaries, insuring such persons
against certain liabilities, including liabilities arising under the
securities laws.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4(a)* 1992 Employees' Stock Option Plan
4(b)* 1994 Directors' Stock Option Plan
5 Opinion of Parker Duryee Rosoff & Haft as
to the legality of the Common Stock
registered hereby
23(a) Consent of Parker Duryee Rosoff & Haft
(Reference is made to Exhibit 5 herein)
23(b) Consent of Richard A. Eisner & Company, LLP
23(c) Consent of Giordano, Cohen, Shafman,
Haimann & Co., P.A.
- ---------------------
* Denotes document filed as an exhibit to Registrant's Registration
Statement (File No. 33-80338) and incorporated herein by reference.
Item 9. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to his Registration
Statement;
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this 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 this Registration
Statement; and
(iii) to include any material information
with respect to the plan of
distribution not previously disclosed
in this Registration Statement or any
material change to such information in
this Registration Statement;
<PAGE>
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold
at the termination of the offering.
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions of the Certificate of
Incorporation of the Company and the provisions of Delaware law described
under Item 6 above, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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 Company
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 Yonkers and State of New York, on the 22nd day of
January, 1997.
COMMUNITY MEDICAL TRANSPORT, INC.
By: /s/Dean L. Sloane
Dean L. Sloane, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the dates indicated.
Signature Title Date
/s/Dean L. Sloane Chief Executive Officer, January 22, 1997
Dean L. Sloane President and Director
(Principal Executive
Officer)
/s/Donald J. Panos Chief Financial Officer January 22, 1997
Donald J. Panos (Principal Financial
and Accounting Officer
/s/Craig V. Sloane Vice President--Operations January 22, 1997
Craig V. Sloane Secretary and Director
/s/Bernard M. Kruger Director January 24, 1997
Bernard M. Kruger
/s/Lucius J. Riccio Director January 28, 1997
Lucius J. Riccio
Exhibit 5
[ Parker Duryee Rosoff & Haft Letterhead ]
January 27, 1997
Community Medical Transport, Inc.
45 Morris Street
Yonkers, New York 10705
Re: Registration of 750,000 shares of Common Stock,
par value $.001 under the Securities Act of 1933, as amended
Ladies and Gentlemen:
In our capacity as counsel to Community Medical Transport, Inc., a
Delaware corporation (the "Company"), we have been asked to render this
opinion in connection with a Registration statement on Form S-8 being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 750,000 shares of Common Stock, par
value $.001 per share, of the Company (the "Stock") to be issued upon the
exercise of options heretofore granted or which may be granted subsequent
hereto to acquire shares of Common Stock under the Company's 1992 Employees'
Stock Option Plan, as amended (the "Plan").
In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws, as amended, of the Company, the Registration
Statement, the Plan, corporate proceedings of the Company relating to the
issuance of the Stock pursuant to the Plan, and such other instruments and
documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that
the Stock has been duly and validly authorized and, when issued and paid for
as described in the Plan, will be duly and validly issued, fully paid and
non-assessable.
We hereby consent to the use of our opinion as herein set forth as
an exhibit to the Registration Statement, and to the reference to this firm
in Item 5 of Part II of the Registration Statement.
Very truly yours,
Parker Duryee Rosoff & Haft
By: /s/Michael D. DiGiovanna
A Member of the Firm
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated March 1, 1996,
which appears on page F-2 of the annual report on Form 10-KSB of Community
Medical Transport, Inc. and subsidiaries for the year ended December 31,
1995. We also consent to the incorporation by reference of our report dated
April 30, 1996 relating to the Financial Statements of Hudvalco, Inc.,
subsidiary and affiliates which appears on Form 8K/A-1 of Community Medical
Transport, Inc.
/s/Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
New York, New York
January 23, 1997
Exhibit 23(c)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our reports dated February 20, 1996
and July 22, 1996 relating to the financial statements of Elite Ambulance
and Medical Coach, Inc. which appears on Form 8K/A-1 of Community Medical
Transport, Inc.
/s/ Giordano, Cohen, Shafman, Haimann & Co., P.A.
Giordano, Cohen, Shafman, Haimann & Co., P.A.
Certified Public Accountants
Florham Park, NJ
January 24, 1997
