Track (TRCK) S-8 Registration of securities for employees

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RemoteMDx, Inc.

(Exact name of registrant as specified in its charter)

Utah	87-0543981
(State or other jurisdiction of incorporation or organization)	I.R.S. Employer Identification No.

150 West Civic Center Drive, Ste. 400

Sandy, Utah 84070

(866) 451-6141

(Address of Principal Executive Offices and Zip Code

and Telephone Number of Issuer)

Compensation Agreements

and

Stock Option Grants

David G. Derrick, CEO

RemoteMDx, Inc.

150 West Civic Center Drive, Ste. 400

Sandy, Utah 84070

(866) 451-6141

(Name, address and telephone number, including area code,

of agent for service)

Copies to:

Kevin Pinegar, Esq.

Durham Jones & Pinegar PC

111 East Broadway, Suite 900

Salt Lake City, Utah 84111

(801) 415-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer  [  ]	Accelerated filer  [X ]
Non-accelerated filer  [  ]	Smaller reporting company [  ]

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class		Proposed maximum	Proposed maximum
of securities to be	Amount to be	offering price per	aggregate	Amount of
registered	registered(1)	share(2)	offering price	registration fee(3)
Common Shares, par value $.0001 per share, subject to stock awards, stock options, or stock warrants granted or to be granted to employees, directors or consultants pursuant to compensation agreements	675,000 shares	$1.27	$857,250	$34

(1) This Registration Statement also covers an indeterminate number of Common Shares that may be issuable by reason of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended.

(2)  Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the last sale price of the common stock on August 18, 2008.

(3) $39.30 per $1,000,000 of aggregate offering price, pursuant to Section 6(b) of the Securities Act of 1933.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of this Registration Statement will be sent or given to employees and consultants as specified by Rule  428(b)(1).  Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a)of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.             Registration Information and Employee Plan Annual Information.

     Registrant shall provide to the Participant, without charge, upon oral or written request, the documents incorporated by reference in Item 3 of Part II of this Registration Statement.  The Registrant shall also provide to the Participant, without charge, upon oral or written request, all of the documents required to be delivered to the Participant pursuant to Rule 428(b). Any and all such requests shall be directed to the Registrant at the address set forth on the cover page hereof. Its telephone number is (866) 451-6141.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.             Incorporation of Documents by Reference.

     The following documents filed with the Commission by RemoteMDx, Inc. (the "Company") are incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-KSB/A for the fiscal year ended September 30, 2007;

(b)  The Company's Quarterly Report on Form 10-QSB/A for the quarter ended December 31, 2007;

(c)  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008;

(d)  The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008;

(e)  Description of the class of securities of the Company to be offered, (incorporated by reference to the Registration Statement of the Company previously filed, pursuant to which the class of Common Stock of the Company was registered under the Securities Exchange Act of 1934, as amended).

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement 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 a part hereof from the date of filing of such documents.

Item 4.             Description of Securities.

Not applicable.

Item 5.             Interests of Named Experts and Counsel.

None.

Item 6.             Indemnification of Directors and Officers.

Sections 16-10a-841 and 16-10a-842 Revised Business Corporation Act of Utah, together with Articles IV and V of the Articles of Incorporation of the Company, provide for indemnification of the Company's directors, officers, employees, fiduciaries or agents, subject to the Company's determination in each instance that indemnification is in accordance with the standards set forth in the Utah Law.  The Company may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify him or her against the same liability under the provisions of the Articles of Incorporation.  See Articles IV and V of the Company's Articles of Incorporation, which are incorporated herein by reference and which qualify the foregoing summary statement.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 7.             Exemption from Registration Claimed.

Not applicable.

Item 8.             Exhibits.

4(a)      Form of Stock Option Grant and Agreement between the Company and

certain directors, officers and employees of the Company.

4(b)      Form of Stock Award Letter.

5          Opinion of Durham Jones & Pinegar P.C.

23(a)    Consent of Hansen, Barnett & Maxwell, P.C.

23(b)    Consent of Durham Jones & Pinegar PC (included in the opinion filed as

 Exhibit 5 to this Registration Statement).

24(a)     Power of Attorney (included on signature page hereto)

Item 9.             Undertakings.

A. 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, represent a fundamental change in the information set forth in the registration statement; and

iii.         To include any additional or changed material information with respect to the plan of distribution.

(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 that remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13 (a) or 15 (d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is incorporated by reference in the registration 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.

C. 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

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all 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 Salt Lake City, State of Utah, August 22, 2008.

RemoteMDx, Inc.
By	/s/ David G. Derrick
	David G. Derrick
	Chief Executive Officer
By:	/s/ Blake T. Rigby
	Blake T. Rigby,
	Chief Financial Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below authorizes David G. Derrick, with full power of substitution and resubstitution, his true and lawful attorney-in-fact, for him in any and all capacities, to sign any amendments (including post-effective amendments or supplements) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC.

Signature	Title	Date
/s/ David G. Derrick		August 21, 2008
David G. Derrick	Chief Executive Officer and Director
	(Principal Executive Officer and duly
	authorized to sign on behalf of the Registrant)
/s/ Blake T. Rigby		August 21, 2008
Blake T. Rigby	Chief Financial Officer
	(Principal Accounting Officer and duly
	authorized to sign on behalf of the Registrant)
/s/ James Dalton		August 22, 2008
James Dalton	Director
/s/ Peter McCall		August 22, 2008
Peter McCall	Director
/s/ Robert Childers		August 22, 2008
Robert E. Childers	Director

EXHIBIT INDEX

Exhibits

4(a)	Form of Stock Option Grant and Agreement between the Company and certain directors, officers and employees of the Company.
4(b)	Form of Stock Award Letter.
5	Opinion of Durham Jones & Pinegar P.C.
23(a)	Consent of Hansen, Barnett & Maxwell, P.C.
23(b)	Consent of Durham Jones & Pinegar PC (included in the opinion filed as Exhibit 5 to this Registration Statement).
24(a)	Power of Attorney (included on signature page hereto)