UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIAGNON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3078199
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
9600 MEDICAL CENTER DRIVE, ROCKVILLE, MARYLAND 20850
(Address of Principal Executive Offices)
DIAGNON CORPORATION 1988 STOCK OPTION PLAN
DIAGNON CORPORATION 1998 STOCK OPTION PLAN
(Full Title of the Plan)
KEVIN O'NEILL
DIAGNON CORPORATION
9600 MEDICAL CENTER DRIVE, ROCKVILLE, MARYLAND 20850
(301) 251-2801
(Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT PRICE FEE
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Common Shares
$.01 Par Value 100,000 $ 2.50 $ 250,000.00 $ 69.50
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The information required by Item 1 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The information required by Item 2 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Diagnon Corporation (the "Company" or
"Registrant") with the Securities and Exchange Commission under the Securities
and Exchange Act of 1934 are hereby incorporated by reference in this
Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal
year ended May 31, 1998 which was filed with the Securities and
Exchange Commission on August 28, 1998;
(b) the Company's Quarterly Report on Form 10-QSB, which the
Registrant filed for the quarter ended August 31, 1998, which was filed
with the Securities and Exchange Commission on October 14, 1998;
(c) the Company's Quarterly Report on Form 10-QSB, which the
Registrant filed for the quarter ended November 30, 1998, which was
filed with the Securities and Exchange Commission on January 14, 1999;
(d) the description of the Registrant's Common Stock, par
value $.01 per share, contained in the Registration Statement on Form
8-A, which the Registrant filed on October 22, 1997, together with any
amendment or report that the Registrant may file for the purpose of
updating such description; and
(e) all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date of filing of
this Registration Statement and prior to the filing of a post-effective
amendment which (i) indicates that all securities offered hereunder
have been sold, or which (ii) deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be
part of it from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the directors' duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation provides that the Company's directors are
not liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duty, subject to the described exceptions specified by Delaware
law.
Section 145 of the Delaware General Corporation Law grants to the
Company the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Bylaws of the Company provide for
indemnification of each officer and director of the Company to the fullest
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or was
an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a directors'
and officers' liability policy for such purpose.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The Registrant relied upon the exemption provided in Section 4(2) of
the Securities Act of 1933, for transactions by an issuer not involving any
public offering, to justify the issuance, in the absence of a registration
statement, of the restricted securities to be reoffered pursuant to this
registration statement. The issuer offered these restricted securities under
isolated circumstances to a very limited number of persons, all of whom agreed
to hold these securities for investment purposes only.
ITEM 8. EXHIBITS
4.1. Registrant's Second Restated Certificate of
Incorporation (incorporated by reference to Registrant's Registration
Statement No. 1-13527)
4.2. Registrant's By-laws (incorporated by reference to
Registrant's Registration Statement on Form 8-A (File No. 1-13527).
4.3. Form of Common Stock Certificate (incorporated by
reference to Registrant's Registration Statement on Form 8-A (File No.
1-13527).
4.4 Diagnon Corporation, 1988 Stock Option Plan
4.5. Diagnon Corporation, 1998 Stock Option Plan.
23.1. Consent of Deloitte & Touche LLP.
ITEM 9. UNDERTAKINGS
The undersigned Registrant undertakes:
(1) to file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof;
(3) to file a post-effective amendment to remove from
registration any of the securities that remain unsold at the
termination of the offering; and
(4) insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer pursuant
to the foregoing provisions, or otherwise, the small business issuer
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 Securities Act of 1933
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 Gaithersburg, State of Maryland, on February 24,
1999.
DIAGNON CORPORATION
By /s/ John C. Landon
Chairman of the Board and President
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.
Signature) /s/ John C. Landon
(Title) Chairman of the Board, President (C.E.O.) and Director
(Date) February 24, 1999
(Signature) /s/ David A. Newcomer
(Title) Chief Financial Officer
(Date) February 24, 1999
(Signature) /s/ Michael P. O'Flaherty
(Title) Chief Operating Officer and Secretary
(Date) February 24, 1999
(Signature) /s/ J. Thomas August
(Title) Director
(Date) February 24, 1999
(Signature) /s/ Charles C. Francisco
(Title) Director
(Date) February 24, 1999
(Signature) /s/ Charles F. Gauvin
(Title) Director
(Date) February 24, 1999
EXHIBIT INDEX
Exhibit Number Description
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4.1. Registrant's Second Restated Certificate of Incorporation (incorporated by reference to
Registrant's Registration Statement No. 1-13527)
4.2 Registrant's By-laws (incorporated by reference to Registrant's Registration Statement No.
1-13527)
4.3 Form of Common Stock Certificate (incorporated by reference to Registrant's Registration
Statement No.1-13527)
4.4 1988 Stock Option Plan
4.5 1998 Stock Option Plan
23.1 Consent of Deloitte & Touche LLP