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As filed with the Securities and Exchange Commission on April 28, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NORTH AMERICAN SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0366422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7435 GREENBUSH AVENUE, NORTH HOLLYWOOD, CA 91605
(Address of Principal Executive Offices) (Zip Code)
NORTH AMERICAN SCIENTIFIC, INC.
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
AND STOCK OPTION AGREEMENTS
(Full title of the plan)
L. MICHAEL CUTRER
NORTH AMERICAN SCIENTIFIC, INC.
7435 GREENBUSH AVENUE
NORTH HOLLYWOOD, CA 91605
(Name and address of agent for service)
(818) 503-9201
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit offering price fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000 shares $3.125(a) $1,562,500 (a) $473.48
Common Stock, 25,000 shares $1.64 (b) $ 41,000 $ 12.42
$0.1 par value
Common Stock, 20,000 shares $1.36 (c) $ 27,200 $ 8.24
$0.1 par value
Total Registration Fee: $494.14
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</TABLE>
(a) Estimated solely for purposes of calculating the registration fee and based
on the average high and low prices of the Company's Common Stock on April
24, 1997, as reported on the OTC Electronic Bulletin Board.
(b) Converted from $2.29 CDN, based upon the exchange rate of U.S. $1: $0.7179
CDN on April 24, 1997, as reported by the Wall Street Journal.
(c) Converted from $1.90 CDN, based upon the exchange rate of U.S. $1: $0.7179
CDN on April 24, 1997, as reported by the Wall Street Journal.
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EXPLANATORY NOTE
The prospectus which will be part of this Registration Statement is a
combined prospectus under SEC Rule 429 intended to be used for the offering of
(i) the shares of registrant's Common Stock registered hereunder, and (ii) the
shares of registrant's Common Stock remaining to be issued under the Amended and
Restated 1996 Stock Option Plan (prior to the amendment to said Plan increasing
by 500,000 the number of shares that can be issued under said Plan), which
remaining shares have been previously registered by registrant's registration
statement on Form S-8, File No. 333-14373. The number of such remaining shares
is 500,000 shares and the amount of the filing fee that was previously paid with
the earlier registration statement was $170.22.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by reference
in this Registration Statement, and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the date of
filing of such documents:
(a) The Company's annual report on Form 10-KSB for the year ended
October 31, 1996.
(b) The Company's quarterly reports on Form 10-QSB for the quarter ended
January 31, 1997.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 10-SB filed August 22, 1995, File
No. 0-26670, including any amendment or report filed for the purpose
of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits a corporation to
indemnify officers, directors, employees and agents for actions taken in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and with respect to any criminal action,
which they had no reasonable cause to believe was unlawful. The DGCL provides
that a corporation may advance expenses of defense (upon receipt of a written
undertaking to reimburse the corporation if indemnification is not appropriate)
and must reimburse a successful defendant for expenses, including attorney's
fees, actually and reasonably incurred, and permits a corporation to purchase
and maintain liability insurance for its directors and officers. The DGCL
provides that indemnification may not be made for any claim, issue or matters as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, unless and
only to the extent a court determines that the person is entitled to indemnity
for such expenses as the court deems proper.
The Certificate of Incorporation of the Company (the "Certificate")
provides that each person who is involved in any actual or threatened action,
suit or proceeding, whether civil, criminal, administra-
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tive or investigative, by reason of the fact that he or she is or was a director
of the Company, or is or was serving at the request of the Company as a director
of another corporation or of a partnership, joint venture, trust, or other
enterprise, will be indemnified by the corporation, and that each person who is
so involved by reason of the fact that he or she was an officer, agent of the
Company, or is or was serving at the request of the Company as an officer, agent
or employee of another corporation, or of a partnership, joint venture, trust or
other enterprise, may be indemnified by the Company in accordance with the DGCL.
The indemnification rights conferred by the Certificate are not exclusive of any
other right to which persons seeking indemnification may be entitled under any
law, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. The Company is authorized to purchase and maintain insurance on
behalf of its directors, officers, employees and agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Corporation, incorporated by
reference to Exhibit 3(i) of the Registrant's Registration Statement
on Form 10-SB, filed August 22, 1995.
4.2 Bylaws of the Company, as amended, incorporated by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form S-8,
filed October 18, 1996.
5.1 Opinion of D'Ancona & Pflaum.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of D'Ancona & Pflaum (included in Exhibit 5.1).
24.1 Powers of Attorney (included herein).
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and 1(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
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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) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to section 13(a) or 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.
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 Company 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 Company 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 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 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 the
requirements for filing 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 North Hollywood, State of California, on the 25th day of April, 1997.
NORTH AMERICAN SCIENTIFIC, INC.
(Company)
By: /s/ L. Michael Cutrer
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L. Michael Cutrer, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of North American Scientific, Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, hereby
constitute and appoint L. Michael Cutrer their true and lawful attorney-in-fact
and agent, with full power and substitution and re-substitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign such
Registration Statement and any or all pre-effective and post-effective
amendments to the Registration Statement, and all other documents in connection
therewith to be filed with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent 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 interests and purposes as each of them might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his 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.
Signature Title Date
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/s/ Irwin Gruverman Chairman of the Board April 25, 1997
- ----------------------------- and Director
(Irwin J. Gruverman)
/s/ L. Michael Cutrer President, Chief April 25, 1997
- ----------------------------- Executive Officer
(L. Michael Cutrer) and Director (Principal
Executive, Financial and
Accounting Officer)
/s/ Allan Green Director April 28, 1997
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(Dr. Allan M. Green)
/s/ Michael C. Lee Director April 24, 1997
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(Michael C. Lee)
/s/ Larry Berkin Director April 23, 1997
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(Larry Berkin)
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April 28, 1997
North American Scientific, Inc.
7435 Greenbush Avenue
North Hollywood, CA 91605
Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended by North American Scientific, Inc., a Delaware corporation (the
"Company"), pursuant to a registration statement on Form S-8 (the "Registration
Statement"), of an aggregate of 545,000 shares of its Common Stock, no par value
(the "Shares"), issuable upon exercise of stock options under the Company's
Amended and Restated 1996 Stock Option Plan and individual stock option
agreements (the "Plans"), we hereby advise you that as general counsel for the
Company we have examined the original or certified copies of the Certificate of
Incorporation of the Company and all amendments thereto, the By-Laws of the
Company, as amended, the minute books of the Company, and such other documents
and records as we have deemed necessary for the purposes of this opinion.
Based upon such examination, it is our opinion that:
1. The Company is a validly organized and existing corporation under the
laws of the State of Delaware.
2. The Shares are duly authorized and, when issued upon the exercise of
stock options pursuant to the terms of the Plans, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement.
Very truly yours,
D'ANCONA & PFLAUM
By: /s/ Arthur Don
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Arthur Don
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CONSENT OF INDEPENDENT ACCOUNTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 6, 1997 which appears on
Page 16 of the 1996 Annual Report to Shareholders of North American
Scientific, Inc. which is incorporated by reference in North American
Scientific's Annual Report on Form 10-KSB for the year ended October 31, 1996.
Price Waterhouse LLP
Costa Mesa, California
April 25, 1997
