File No. _____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMPUMED, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-2860434
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
Telephone: (310) 258-5000
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(Address, Including Zip Code and Telephone Number,
of Principal Executive Offices)
AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
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(Full Title of the Plan)
John G. McLaughlin
President and Chief Executive Officer
5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045
Telephone: (310) 258-5000
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(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
Title of each Proposed maximum Proposed maximum Amount
class of securities Amount to be offering price aggregate offering of registration
to be registered registered per share price fee
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Common Stock,
.01 Par Value 3,000,000 $0.24 $720,000 $84.74
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(1) Together with an indeterminate number of shares that may be reserved for
issuance pursuant to such employee benefit plan as a result of stock splits,
stock dividends, spin off, combination or exchange of shares, recapitalization,
merger, consolidation, non-cash distribution to shareholders, or similar
adjustment of outstanding common stock.
(2) The price of $0.24 per share, which was the average of the high and low
prices of the Registrant's Common Stock, as reported on the Over-The-Counter
Bulletin Board on April 12, 2005 is set forth solely for purposes of calculating
the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as
amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Pursuant to the Note to Part I of the Form S-8, the information required by Part
I is not filed with the Securities and Exchange Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Compumed, Inc., 5777 West Century Blvd., Suite 1285, Los Angeles, CA 90045.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement.
a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004 filed pursuant to Section 13(c) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section 13(c) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Form
10-KSB, as amended, referred to in (a) above.
c) The description of the common stock contained in the Registration
Statement on Form S-1 (File No. 33-46061), effective May 7, 1992, including any
amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from the date of filing of such documents. Any statement contained in this
registration statement, in a supplement to this registration statement or in a
document incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed supplement to this
registration statement or in any document that is subsequently incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
No expert or counsel will receive a direct or indirect interest in our company
or was our promoter, underwriter, voting trustee, director or officer or
employee. Nor does any expert or counsel have any contingent based agreement
with us or any other interest in or connection to us.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification (including reimbursement for expenses incurred) under certain
circumstances arising under the Securities Act.
Articles Ninth and Tenth of the Registrant's Certificate of Incorporation (the
"Certificate") and Article VI of the Registrant's Bylaws, as amended (the
"Bylaws"), provide that the Registrant shall, to the full extent permitted by
law, indemnify all persons whom it shall have the power to indemnify under
Section 145 of the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions or (iv) any transaction from which the director derived an improper
personal benefit.
Article Ninth of the Certificate limits the liability of directors to the
corporation or its stockholders to the full extent permitted by paragraph (7) of
subsection (b) of 102 of the DGCL, as it may subsequently be amended. If the
DGCL is hereafter amended to authorize further elimination or limitation of the
liability of directors, then the liability of the directors shall be eliminated
or limited to the full extent authorized by the DGCL, as so amended. Any repeal
or modification of this provision in the Certificate shall not adversely affect
any right or protection of a director with respect to any act or omission
occurring prior to or at the time of such repeal or modification.
In addition to the indemnification provided in the Bylaws and the Certificate,
the Registrant has entered into indemnification agreements to indemnify its
directors and certain officers and maintains liability insurance for its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1 Opinion of Amy Trombly, Esq.
10.1 Amended and Restated 2003 Stock Incentive Plan
23.1 Consent of Rose, Snyder & Jacobs
23.2 Consent of Counsel (included in Exhibit 5.1 hereto)
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities are
being made, a post-effective amendment to this registration statement to:
(i) Include any additional or changed material information with
respect to the plan of distribution.
2. For determining liability under the Securities Act of 1933, that
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
3. File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in form of
prospectus filed by the Registrant under Rule 424(b)(1), or (4) or 497(h)
under the Securities Act as part of this registration statement as of
the time the Commission declared it effective.
For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.
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 Los Angeles, State of California on the 13th day
of April, 2005.
COMPUMED, INC.
By: /s/ JOHN G. MCLAUGHLIN
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John G. McLaughlin
President and
Chief Executive Officer
/s/ JOHN G. MCLAUGHLIN
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John G. McLaughlin
President and Chief Executive Officer
(Principal Executive Officer)
/s/ PHUONG DANG
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Phuong Dang
Controller (Principal Financial and Accounting Officer)
/s/ ROBERT STUCKELMAN
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Robert Stuckelman
Chairman of the Board
/s/ PHILLIP BERMAN
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Phillip Berman
Director
/s/ JOHN D. MINNICK
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John D. Minnick
Director
/s/ JOHN ROMM
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John Romm
Director
/s/ STUART SILVERMAN
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Stuart Silverman
Director