As filed with the Securities and Exchange Commission on November 24, 1997
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
INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3367421
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1997 STOCK COMPENSATION PLAN
(Full title of the plan)
Steve R. Westlund
1717 Stewart Street
Santa Monica, California 90404
(310) 586-5522
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee(2)
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Common Stock,
$.001 par value 12,500,000 shares $.0775 $968,750 $293.56
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(1) The number of shares being registered is the maximum aggregate number of
shares presently issuable under the Plan. The registration statement also
includes an indeterminable number of additional shares that may become
issuable under the Plan pursuant to anti-dilution provisions.
(2) Computed pursuant to Rule 457(h) on the basis of the average of the bid and
asked price of the Common Stock on November 21, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Interactive Medical Technologies, Ltd., a
Delaware corporation (the "Company") filed with the Securities Exchange
Commission are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the Company's fiscal year ended
December 31, 1996.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other document subsequently
filed pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock, $.001 par value, is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Registrant's securities being registered will be
passed upon by Robert Schulman, Esq. owned 0 shares of the Registrant's Common
Stock and options to purchase 0 shares of the Registrant's Common Stock on
November 21, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide for
indemnification, to the fullest extent permitted by Section 145 of the Delaware
Corporation Law, of officers and directors and from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section, both as to action in their official capacity and as to action in
another capacity while holding such office.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended (the "Securities
Act") and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
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5 Opinion of Robert Schulman, Esq. as to the legality
of the securities being registered.
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10.26 The 1997 Stock Compensation Plan.
23.1 Consent of Beckman & Associates.
23.2 Consent of Robert Schulman, Esq. (included in his
opinion filed as Exhibit 5).
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 material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(e) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) 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
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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 City of Santa Monica, State of California, on November 24,
1997.
INTERACTIVE MEDICAL TECHNOLOGIES, LTD.
By: /s/ Steven R. Westlund
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Steven R. Westlund, Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Steven
R. Westlund, Chief Executive Officer of the registrant, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, 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, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute 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.
Date Signature Title
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November 24, 1997 /s/ Steven R. Westlund Chief Executive Officer and Director
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Steven R. Westlund
November 24, 1997 /s/ Peter J. Benz President and Director
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Peter J. Benz
November 24, 1997 /s/ Owen Naccarato Chief Financial Officer
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Owen Naccarato
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Robert Schulman, Esq. as to
the legality of securities being registered.
10.26 The 1997 Stock Compensation Plan
23.1 Consent of Beckman & Associates
23.2 Consent of Robert Schulman, Esq. (included in his
Opinion filed as Exhibit 5).
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