SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TLC THE LASER CENTER INC.
-------------------------
(Exact name of registrant as specified in its charter)
Ontario, Canada 980151150
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5600 Explorer Drive, Suite 301
Mississauga, Ontario L4W 4Y2
(905) 602-2020
(Address and Telephone Number of Principal Executive Offices,
Including Zip Code)
20/20 LASER CENTERS, INC. 1995 STOCK OPTION PLAN
INDIVIDUAL STOCK OPTION AGREEMENTS
(Full Title of the Plan)
Elizabeth A. Karmin, Esq.
6701 Democracy Blvd., Suite 200
Bethesda, MD 20817
(Name and address of Agent for Service)
301-571-2020
(Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
==================================================================================================
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to offering price per aggregate offering registration
to be registered to be registered share (1) price (1) fee
- --------------------------------------------------------------------------------------------------
Common Shares, 510,000 $0.03 $ 15,300
no par value 68,372 $4.45 $304,255
6,296 $5.33 $ 33,558
--------
$353,113 $104.17
==================================================================================================
(1) Pursuant to Rule 457(h)(1), based upon the exercise price of
outstanding options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and 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 previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Registrant's Form 10-K for the fiscal year ended May 31, 1998.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year ended May 31, 1998 and prior to the
date of the filing of this Registration Statement on Form S-8.
3. Registrant's Form 8-A Registration Statement filed pursuant to
Section 12 of the Exchange Act, containing a description of the
Registrant's common shares ("Shares"), including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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
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.
-2-
Item 6. Indemnification of Directors and Officers
Under the Business Corporations Act (Ontario), the Registrant may
indemnify a present or former director or officer or a person who acts or acted
at the Registrant's request as a director or officer of another corporation of
which such Registrant is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of his position with the Registrant or such
other corporation, as the case may be, provided that such person acted honestly
and in good faith with a view to the best interests of the Registrant and, in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, such person had reasonable grounds for believing that his
conduct was lawful. Such indemnification may be made in connection with an
action by or on behalf of the Registrant or such other corporation, as the case
may be, only with court approval. A director or officer referred to above is
entitled to indemnification from the Registrant as a matter of right if he was
substantially successful on the merits and fulfilled the conditions set forth
above.
In accordance with the Business Corporations Act (Ontario), the By-laws of
the Registrant indemnify a director or officer, a former director or officer, a
person who acts or acted at the Registrant's request as a director or officer of
a corporation of which the Registrant is or was a shareholder or creditor, or
such person's heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by such person in respect of any civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been a director or officer of the Registrant or such
other corporation if such person acted honestly and in good faith with a view to
the best interests of the Registrant, and, in the case of a criminal or
administrative action or proceeding that is enforced by monetary penalty, such
person had reasonable grounds for believing that such person's conduct was
lawful.
A policy of directors' and officers' liability insurance is maintained by
the Company which insures, subject to certain exclusions, directors and officers
of the Registrant for damages, judgments, settlements and defense costs as a
result of claims based upon their acts or omissions in their capacities as
directors and officers of the Registrant, and also reimburses the Registrant for
payments made pursuant to the indemnity provisions under the Business
Corporations Act (Ontario), the Registrant's Articles or By-laws or the common
law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the U.S. Securities and Exchange 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
See Exhibit Index on page 8.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
-3-
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registrant Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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 this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the 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 and 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 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) 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;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished
to the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-4-
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Mississauga, Province of Ontario, Canada, on the
3rd day of September, 1998.
TLC THE LASER CENTER INC.
By: /s/ Elias Vamvakas
--------------------------------
Elias Vamvakas
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of Elias Vamvakas and Peter Kastelic, or any
of them, each acting alone, 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 this Registration Statement on
Form S-8 in the name and on behalf of the Registrant or on behalf of the
undersigned as a director or officer of the Registrant, and any and all stickers
and amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Commission and any applicable securities exchange
or securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to comply with the
provisions of the Securities Act and all requirements of the Commission, hereby
ratifying and confirming all that said attorney-in-fact or any of them, or their
or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Elias Vamvakas Chairman of the Board, September 3, 1998
- ------------------------------ President and Chief
Elias Vamvakas Executive Officer
/s/ Peter Kastelic Chief Financial Officer and August 27, 1998
- ------------------------------ Treasurer (Principal
Peter Kastelic Financial and Accounting
Officer)
-5-
Director
- ------------------------------
Jeffery J. Machat
/s/ James R. Connacher Director September 3, 1998
- ------------------------------
James R. Connacher
/s/ John F. Riegert Director August 31, 1998
- ------------------------------
John F. Riegert
/s/ Howard J. Gourwitz Director September 1, 1998
- ------------------------------
Howard J. Gourwitz
Director
- ------------------------------
Warren S. Rustand
/s/ William David Sullins, Jr. Director August 31, 1998
- ------------------------------
William David Sullins Jr.
-6-
EXHIBIT INDEX
4. Instruments defining the rights of security holders
(a) 20/20 Laser Centers, Inc. 1995 Stock Option Plan
(b) Stock Exchange Agreement Between the Company and Elizabeth A. Karmin
dated February 10, 1997
(c) Stock Exchange Agreement Between the Company and Eric J. Hatch dated
February 10, 1997
(d) Stock Option Agreement Between 20/20 Laser Centers, Inc. and Mark
Speaker, M.D. dated September 19, 1996
(e) Stock Exchange Agreement Between the Company and Mark Speaker, M.D.
dated February 10, 1997
(f) Stock Option Agreement Between 20/20 Laser Centers, Inc. and Eric
Donnenfeld, M.D. dated September 19, 1996
(g) Stock Exchange Agreement Between the Company and Eric Donnenfeld,
M.D. dated February 10, 1997
(h) Stock Option Agreement Between 20/20 Laser Centers, Inc. and J.
James Thimons, O.D. dated September 19, 1996
(i) Stock Exchange Agreement Between the Company and J. James Thimons,
O.D. dated February 10, 1997
5. Opinion of Counsel
re: validity of securities registered
6. Consents of experts and counsel
(a) Consent of Ernst and Young, Chartered Accountants Certified Public
Accountants
(b) Consent of Counsel included in Exhibit 5
24. Power of Attorney: included on signature page.
-7-