SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
MW MEDICAL, INC.
(Exact Name of Registrant as Specified in Its Chapter)
Nevada 86-0907471
(State of Incorporation) (I.R.S. Employer Identification No.)
6955 East Caballo Drive, Paradise Valley, Arizona 85253
-------------------------------------------------------
(Address of Principal Executive Offices)
STOCK OPTION PLAN OF MW MEDICAL, INC.
(Full Title of the Plan)
Jan Wallace, President, MW Medical, Inc.
6955 East Caballo Drive
Paradise Valley, Arizona 85253
(Name and Address of Agent for Service)
(602) 483-8700
(Telephone Number including Area Code of Agent for Service)
________________
CALCULATION OF REGISTRATION FEE
=====================================================================
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Regis- Offering Aggregate Regis-
Registered tered Price Per Offering tration
(1),(2) Share(3) Price(4) fee
- ---------------------------------------------------------------------
Common Stock 2,500,000 $2.07 $5,175,000 $1,439
$0.001 par Shares
value
=====================================================================
(1) This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Stock
Option Plan being registered by reason of any stock dividend,
stock split, re-capitalization or any other similar transaction
effected without the receipt of consideration which results in
an increase in the number of the Registrant's outstanding shares
of Common Stock.
(2) Includes 2,500,000 shares of Common Stock issuable under the
Stock Option Plan.
(3) The Proposed Maximum Offering Price Per Share represents a
weighted average of the following estimates calculated in
accordance with Rule 457(h) of the Securities Act of 1933, as
amended (the "Securities Act of 1933"). With respect to
1,805,000 shares subject to outstanding options under the 1999
Stock Option Plan, the Proposed Maximum Offering Price Per Share
is equal to the weighted average exercise price of $1.516 per
share. With respect to the 695,000 shares of Common Stock
available for future issuance under the 1999 Stock Option Plan
for which the price at which the options to be granted in the
future is not currently determined, the estimated Proposed
Maximum Offering Price Per Share was determined pursuant to Rule
457(c) to be equal to $3.50, the average of the bid and asked
price of the stock as of December 2, 1999 per share.
(4) The Proposed Maximum Aggregate Offering Price is based on
the Proposed Maximum Offering Price per Share times the total
number of shares of Common Stock to be registered. The Proposed
Maximum Aggregate Offering Price is estimated solely for the
purposes of calculating the registration fee pursuant to Rule
457(h)(l) under Securities Act of 1933.
________________
Copies to:
Michael A. Cane, Cane & Company
Suite 1200, 101 Convention Center Drive
Las Vegas, Nevada
(702) 312-6255
PART I
INFORMATION REQUIRED IN 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 Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, and Note to Part I of
Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by MW Medical, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998 filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") on April 6, 1999;
(2) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999 filed with the Securities and Exchange
Commission pursuant to the Exchange Act on May 24, 1999;
(3) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1999 filed with the Securities and Exchange Commission
pursuant to the Exchange Act on August 23, 1999;
(4) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999 filed with the Securities and Exchange
Commission pursuant to the Exchange Act on November 23, 1999;
(5) All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act subsequent to the filing of the
Company's Form 10-KSB Annual Report referred to in (1) above;
(6) The description of the Company's Common Stock which is contained
in the Form 10-KSB Annual Report, referred to in (1) above, including
any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
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 de-registers all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part of this Registration Statement
from the date of the filing of such reports and documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or
certified any part of it or having given an opinion upon the validity
of the securities being registered or upon other legal matters in
connection with the registration or offering of the common stock was
employed on a contingency basis, or had, or is to receive, in
connection with the offering, a substantial interest, direct or
indirect, in the Company or any of its parents or subsidiaries. Nor
was any such person connected with the Company or any of its parents
or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Michael A. Cane of Cane & Company, Independent Counsel, has provided
an opinion on the validity of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as provided
by the Nevada Revised Statutes (the "NRS") and the Bylaws of the
Company.
Unless specifically limited by a corporation's articles of
incorporation, the NRS automatically provides directors with immunity
from monetary liabilities. The Company's Articles of Incorporation do
not contain any such limiting language. Excepted from that immunity
are:
(i) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has a
material conflict of interest;
(ii) a violation of criminal law unless the director had
reasonable cause to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was unlawful;
(iii) a transaction from which the director derived an improper
personal profit; and
(iv) willful misconduct.
The bylaws provide that the Company shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an
action by or in the right of the Company, by reason of the fact that
he is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by a director in
connection with such action, suit or proceeding, if he or she acted
in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to
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any criminal action or proceeding, had no reasonable cause to believe
this conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he or she 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 reasonable cause to believe that his
conduct was unlawful.
The Company also indemnifies any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or
completed action or suit, by or in the right of the Company to
procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee, or agent of the Company, or
is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit, if
he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
Company, and except that no indemnification will be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the Company, unless and only to the extent that
the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court
shall deem proper.
To the extent that a director, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to above, or in defense of
any claim, issue, or matter, he or she will be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred
by him or her in connection therewith.
The Company may make an indemnification only upon a determination
that the indemnification is proper under the circumstances because
the director, officer, employee, or agent has met the applicable
standard of conduct described in the paragraphs above. Such
determination shall be made: (1) by the board of directors by a
majority vote of a quorum consisting of directors who where not
parties to such action, suit, or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders;
Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the Company in advance of the final
disposition of such action, suit, or proceeding as authorized by the
board of directors under receipt of an undertaking by or on behalf of
the director, officer, employee, or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be
indemnified by the Company as authorized in the bylaws.
The indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to an
action in his or her official capacity and as to an action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and
administrators of such a person.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
- ------- -----------------------------------------------------
4.1 Stock Option Plan of MW Medical, Inc.
5.1 Opinion of Cane & Company, LLC regarding validity of
securities and consent to use.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration:
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(2) 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
(3) 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 that paragraphs (a) (1) and (2) 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 Company pursuant to section 13
or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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.
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(c) 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.
(2) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
the Company'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 the time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by the director,
officer or controlling person of the Company 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 Company will, unless in the
opinion of the counsel the matter has been settled by
controlling precedent, submit to the appropriate jurisdiction
the question of 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.
(4) The Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, MW Medical, Inc., 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 Paradise Valley, State of Arizona, on this 10th day of
December, 1999.
MW MEDICAL, INC.
/s/ Jan Wallace
By: _________________________
Jan Wallace, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Jan Wallace, as his true and lawful attorney-in-fact and agent with
full power of substitution and re-substitution for him and his name,
place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement (including post-effective
amendments or any abbreviated registration statements and any
amendments thereto filed pursuant to Rule 462(b) increasing the
number of securities for which registration is sought) and to file
the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the foregoing, as fully to all intents and purposes as he/she
might or could do in person hereby ratifying and confirming all that
said attorney-in-fact or her 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 below by the following person
in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Jan Wallace President & Director
- --------------- (Prinicipal Executive Officer) December 10, 1999
JAN WALLACE
/s/ Grace Sim Secretary, Treasurer & Director
- --------------- (Prinicipal Accounting Officer) December 10, 1999
GRACE SIM
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/s/ Elliott Smith Director December 10, 1999
- -----------------
ELLIOTT SMITH
/s/ Jack Friedland Director December 10, 1999
- ------------------
JACK FRIEDLAND
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