SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Scantek Medical Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1090126
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
26 Merry Lane, East Hanover, New Jersey 07936
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(Address of principal executive offices) (Zip code)
Consulting Services
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(Full title of the plan)
Frederick M. Mintz, Esq.
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Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
(Name and address of agent for service)
(212) 486-2500
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(Telephone number, including area code,
of agent for service)
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 fee
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Common Stock, 238,170 $.53 $126,230.10 $33.32
par value
$.001
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(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The proposed maximum offering
price per unit, maximum aggregate offering price and registration fee is based
upon the average of the high and the low price in the market for the common
stock on July 24, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 438(b)(1), the information required by Part 1 is included in
documents sent or given to each recipient under the plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's Form 10-KSB for the fiscal year ended June 30, 1999 filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as well as the registrant's latest quarterly
reports on Form 10-QSB for the quarter ended March 31, 2000.
(b) All other reports which may be filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) immediately above.
(c) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purpose of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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 class of securities to be offered hereby has been registered under Section
12 of the Exchange Act by the registrant, and incorporated by reference.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered will be passed upon for the Company by
the law firm of Mintz & Fraade, P.C., of New York, New York.
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The law firm of Mintz & Fraade, P.C. has rendered legal services for and on
behalf of the Registrant. The firm is located at 488 Madison Avenue, Suite 1100,
New York, New York, 10022.
The Company has agreed by Resolution of the Board of Directors in December 1999
to issue to Mintz & Fraade, P.C. an aggregate of 150,000 options to purchase
shares of common stock at $.07 per share for professional services rendered by
Mintz & Fraade, P.C.
Weiner, Goodman & Company, P.C., consent to the incorporation by reference of
their report on the audited financial statements contained in the Form 10-KSB
filed on October 12, 1999.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Delaware General Corporation Law (the "Delaware Law"), the
Company's Certificate of Incorporation includes a provision that eliminates the
personal liability of its directors to the Company or its stockholders
Item 9. CONSULTANTS AND ADVISORS
The following consultants will be issued securities pursuant to this
Registration Statement:
Name Number Type of Services Provided
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Daniel Alvarez 73,170 Consulting Services
Robert J. Onesti 25,000 Consulting Services
David Ciambrone 140,000 Consulting Services
Item 9. EXHIBITS
The exhibits to the Registration Statement are listed in the Index to Exhibits
included on Page 5 herein.
Item 10. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to the
Registration Statement to include any material information about the plan not
previously disclosed in the Registration Statement or any material change to any
such information in the Registration Statement.
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(b) 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. If 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.
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 Town of Denville, State of New Jersey, on this 26th day of
July, 2000.
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.
Name Title Date
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/S/ ZSIGMOND L. SAGI President, Chairman, and CEO July 26, 2000
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Zsigmond L. Sagi, Ph.D.
/S/ PATRICIA B. FURNESS Vice President, Secretary and July 26, 2000
----------------------------- Director
Patricia B. Furness
/S/ MAURICE SIEGEL Director July 26, 2000
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Maurice Siegel
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INDEX TO EXHIBITS
Sequentially Numbered
Exhibit No. Description Page Where Located
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1 Opinion of Mintz & Fraade, P.C.
2 Consent of Scantek Medical Inc.
3 Consent of Wiener, Goodman
& Company, P.C.
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