SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INNOVATIVE MEDICAL SERVICES
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(Exact name of Registrant as specified in its charter)
CALIFORNIA
- ---------- 33-0530289
(State of Incorporation) (I.R.S. Employer ID No.)
1725 Gillespie Way,
El Cajon, California 92020
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(Address of Principal Offices)
Innovative Medical Services Amended 1998 Directors and
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Officers Stock Option Plan
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(Full Title of the Plans)
Michael L. Krall
INNOVATIVE MEDICAL SERVICES
1725 Gillespie Way
El Cajon, CA 92020
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(Name and address of Agent for Service)
(619)596 8600
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(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ---------- ---------- --------- -------- ------------
Common Stock(1) 2,000,000 $2.25(2) $4,500,000 $1,251.00
(1) Issuable pursuant to options granted pursuant to the plans.
(2) Estimated Price in accordance with Rule 457(h)and based upon the last
reported sale on the NASDAQ SmallCap Market on December 22, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Innovative
Medical Services Amended 1998 Directors and Officers Stock Option Plan
which are not being filed as part of this Registration Statement (the
"Registration Statement") and documents incorporated by reference in
response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933 (the "Securities Act") will be sent or
given to the participant by the Registrant as specified by Rule 428(b)(1)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the
participant a written statement advising them of the availability without
charge, upon written or oral request, of documents incorporated by
reference in Item 3 of Part II hereof and of documents required to be
delivered pursuant to Rule 428(b) under the Securities Act. The statement
shall include the address listing the title or department and telephone
number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1998.
(b) The Registrant's Quarterly Report on Form 10-QSB for the three
month period ended October 31, 1998.
(c) Description of the Common Stock as incorporated in the
Registration Statement on Form SB-2 dated August 8, 1996, SEC
file no. 333-000434
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(d) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, (the Exchange Act) are
incorporated by reference herein and in in the Section 10
Prospectus to be a part thereof from the date of filing of such
documents.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation provides the Company's
Officers and Directors the full extent of the protection offered by the
General Corporation Law of the State of California.
The General Corporation Law of the State of California provides that
a corporation may include a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for
any breach of the directors' duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the
Corporation Law dealing with the liability of directors for unlawful
payment of dividend or unlawful stock purchase or redemption, or (iv) for
any transaction from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such
provision becomes effective.
The Company's Bylaws provide that the Company may indemnify its
Officers and Directors to the full extent permitted by the General
Corporation Law of the State of California.
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The General Corporation Law of the State of California provides that
a corporation may indemnify its directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and incurred by them in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the rights
of the corporation), by reason of being or having been directors or
officers, if such directors or officers acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, they
had no reasonable cause to believe their conduct was unlawful. The
indemnification provided the General Corporation Law of the State of
California is not exclusive of any other rights arising under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
5.1 Opinion of Dennis Brovarone, regarding legality of shares
being issued.
23.1 Consent of Dennis Brovarone,(See Opinion).
23.2 Consent of Steven Holland, Certified Public Accountant
99.3 The Innovative Medical Services Amended 1998 Directors and
Officers Stock Option Plan
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 the 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
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change in the information in the Registration Statement;
(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 such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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, as amended that are incorporated by reference into
this 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 to the securities offered therein, and
the offering of such securities offered 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 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 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.
(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 provisions described
in Item 6, 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
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counsel that matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the questions whether such
indemnification 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 El Cajon, California on this 19th
Day of December, 1998.
INNOVATIVE MEDICAL SERVICES
By: /s/MICHAEL L. KRALL
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Michael L. Krall, President, CEO
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
SIGNATURE TITLE DATE
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/s/GARY BROWNELL Director, December 19, 1998
- -------------------- Chief Financial Officer
Gary Brownell
/s/EUGENE S. PEISER Director December 19, 1998
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Eugene S. Peiser
/s/ PATRICK GALUSKA Director December 19, 1998
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Patrick Galuska
/s/ DENNIS BROVARONE Director December 19, 1998
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Dennis Brovarone
/s/ DONNA SINGER Director December 19, 1998
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Donna Singer
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