As filed with the Securities and Exchange Commission on March 25, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KAIRE HOLDINGS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-3367421
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
AMENDMENT TO THE 1998 STOCK COMPENSATION PLAN
(Full title of the plan)
Steve R. Westlund
2139 Pontius Avenue
Los Angeles, California 90025
(310) 312-9652
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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)
Common Stock,
$.001 par value 900,000 shares $0.625 $562,500 $165.94
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 March 19, 1998.
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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Statement by reference shall be deemed to be modified or superseded for the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 7,133 shares of the Registrant's Common
Stock on March 23, 1998.
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.
10.28 The Amendment to the 1998 Stock Compensation Plan.
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23.1 Consent of Beckman Kirkland & Whitney
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 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
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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.
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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 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 Los Angeles, State of California, on March 24, 1998.
Kaire Holdings Incorporated
By: /s/ Steven R. Westlund
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Steven R. Westlund, Chief Executive Officer
By: /s/ Peter J. Benz
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Peter R. Benz, President and Director
By: /s/ Owen Naccarato
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Owen Naccarato, Chief Financial Officer
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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.
10.28 Amendment to The 1998 Stock Compensation Plan
23.1 Consent of Beckman Kirkland & Whitney
23.2 Consent of Robert Schulman, Esq. (included in his
Opinion filed as Exhibit 5).
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