AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3 2002
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
WORLDWIDE MEDICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
33-0601331
(I.R.S. Employer
Identification No.)
13 SPECTRUM POINTE DRIVE
LAKE FOREST, CA 92630
(Address of Principal Executive Offices, Including Zip Code)
____________________
2001 Stock Plan
Employment Agreements
Legal Services Agreement
(Full Title of the Plan)
____________________
Daniel G. McGuire
13 Spectrum Pointe Drive
Lake Forest, CA 92630
(949) 598-8378
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
22342 Avenida Empresa, Suite 230
Rancho Santa Margarita, California 92688
(949) 635-1240
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
- ---------------------- ------------- -------------------------- ------------------------- -----------------
Common Stock,
par value $0.01. . . . 500,000 (2) $ 0.23 (1) $ 115,000 $ 10.58
Common Stock,
par value $0.01. . . . 750,000 (3) $ 0.23 (1) $ 172,500 $ 15.87
TOTAL REGISTRATION FEE 1,250,000 $ 287,500 $ 26.45
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and ask price as reported by the NASDAQ Over-The-Counter Bulletin Board on
September 25, 2002.
(2) The securities to be registered represent shares of Common Stock
reserved for issuance under the 2001 Stock Plan (the "Plan"). Pursuant to Rule
416, shares of Common Stock of the Company issuable pursuant to the exercise of
awards granted or to be granted under the Plan in order to prevent dilution
resulting from any future stock split, stock dividend, or similar transaction,
are also being registered hereunder.
(3) Represents shares of common stock to be issued to employees, officers,
directors, and legal counsel of the Company.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
Note: The document(s) containing the information concerning the Agreements
between Worldwide Medical Corporation ("WMED" or "Registrant") and each of Brian
A. Lebrecht, Daniel G. McGuire, Kevin Gadawski, Francisco Rojas, and TKR
Investment, Inc., required by Item 1 of Form S-8 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the statement of availability
of registrant information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified in Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. WMED will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, WMED
shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Registrant's Annual Report on Form 10-KSB/A for the year ended
December 31, 2001 filed with the Commission on May 20, 2002.
(ii) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 filed with the Commission on August 19, 2002.
(iii) All other reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, par value $0.01.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative voting is not permitted in any election of directors.
The holders of Common Stock are entitled to receive, ratably, dividends
when, as and if declared by the Board of Directors out of funds legally
available therefore. The current policy of the Board of Directors, however, is
to retain earnings, if any, for the operation and expansion of the Company's
business.
Upon liquidation, dissolution, or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets that are legally
available for distribution, after payment of or provision for all debts and
liabilities and after provision is made for each class of stock, if any, having
preference over the Common Stock.
The holders of Common Stock do not have preemptive, subscription,
redemption or conversion rights under the Company's Articles of Incorporation,
as amended. There are no redemption or sinking fund provisions applicable to
the Common Stock. The outstanding shares of Common Stock are fully paid and
nonassessable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by The Lebrecht Group, APLC, counsel to the
Company.
Mr. Brian A. Lebrecht, principal of The Lebrecht Group, APLC, does not own
any of the Company's Common Stock or any other equity interest, other than the
100,000 shares included herein.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Certificate of Incorporation provides that the Company shall, to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law,
indemnify any and all persons whom the corporation shall have the power to
indemnify under said Section from and against any and all expenses, liabilities
or other matters referred to or covered by Section 145. Our Certificate of
Incorporation further provides that such indemnification shall not be deemed
exclusive of any other rights to which those indemnified under Section 145 may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
in other capacities while holding such office. Under our charter, the above
indemnification continues after a person has ceased to be a director, officer,
employee or agent and inures to the benefit of his or her heirs, executors and
administrators.
Section 145(a) of the General Corporation Law provides, in general, that a
corporation shall have power to 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 corporation), by reason of the
fact that he or she is or was a director or officer of the corporation. Such
indemnity may be against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding, if the person to be indemnified 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, he or she must not have had reasonable cause to believe his or her
conduct was unlawful.
Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify 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 corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director or officer of the
corporation (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 such person reasonably believed to be
in, or not opposed to, the best interest of the corporation.
Section 145(g) of the General Corporation Law provides in general that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against him or her or incurred by such person in any
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of the law.
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Section 102(b) of the General Corporation Law permits a Delaware
corporation, by so providing in its Certificate of Incorporation, to eliminate
or limit the personal liability of a director to the corporation for damages
arising out of certain alleged breaches of the director's duties to the
corporation. Our Certificate of Incorporation eliminates personal liability of
our directors to the fullest extent permitted by Section 102(b)(7) of the
Delaware General Corporation Law.
The General Corporation Law, however, provides that no such limitation of
liability may affect a director's liability with respect to any of the
following: (i) for breach of the director's 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) for unlawful
payment of dividends or unlawful purchase or redemption of its capital stock, or
(iv) for any transaction from which the director derived an improper personal
benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
3.1(1) Articles of Incorporation of the Registrant, as amended (incorporated
by reference)
3.2(1) Bylaws of the Registrant (incorporated by reference)
5.1 Opinion of The Lebrecht Group, APLC
10.1(2) 2001 Stock Plan
23.1 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1)
23.2 Consent of Kelly & Company, Certified Public Accountants
(1) Incorporated by reference from the registrant's Registration Statement
on Form 10-SB, as filed with the Securities and Exchange Commission on October
23, 2001.
(2) Incorporated by reference from the registrant's Registration Statement
on Form 10-KSB/A, as filed with the Securities and Exchange Commission on May
20, 2002.
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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 such 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, Form S-8 or Form F-3 and 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 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 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 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.
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(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 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 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 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, Registrant
certifies that it has reasonable grounds to believe that is 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 Lake Forest, State of California, on October 1, 2002.
Worldwide Medical Corporation
/s/ Daniel G. McGuire
--------------------------------------------
By: Daniel G. McGuire
Its: President and Chief Executive Officer
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 dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Daniel G. McGuire President, Chief Executive October 2, 2002
- ------------------------ Officer and Director
Daniel G. McGuire
/s/ Dr. Francisco Rojas Director October 2, 2002
- ------------------------
Dr. Francisco Rojas
/s/ G. Wendell Birkhofer Director October 2, 2002
- ------------------------
G. Wendell Birkhofer
/s/ David M. Jeranko Director October 2, 2002
- ------------------------
David M. Jeranko
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