AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL ______, 2002
REGISTRATION NO. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORTHOLOGIC CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 86-0585310
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1275 WEST WASHINGTON, TEMPE, ARIZONA 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ORTHOLOGIC CORP. 1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
COPY TO:
THOMAS R. TROTTER P. ROBERT MOYA, ESQ.
CHIEF EXECUTIVE OFFICER QUARLES & BRADY STREICH LANG LLP
ORTHOLOGIC CORP. One Renaissance Square
1275 West Washington Two North Central Avenue
Tempe, Arizona 85281 Phoenix, Arizona 85004
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(602) 286-5520
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED SHARE PRICE REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.0005 par value per share(1) 2,150,000 shares(2) (3)(4) $9,495,977(3) $920
====================================================================================================================================
(1) The securities to be registered include options to acquire Common Stock.
(2) The Plan provides for the possible adjustment of the number, price and kind
of shares covered by options granted or to be granted in the event of
certain capital or other changes affecting Registrant's Common Stock. This
Registration Statement therefore covers, in addition to the above-stated
shares, an indeterminate number of shares that may become subject to the
Plan by means of any such adjustment.
(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon (i) the aggregate exercise price of $3.6812
for the 1,385,597 shares underlying outstanding options, and (ii) as to the
remaining 764,403 shares available, $5.75 per share, which is the average
of the high and low sales prices of Registrant's Common Stock on April 22,
2002 as reported in the Nasdaq National Market.
(4) The actual offering price will be determined in accordance with the terms
of the Plan. However, with respect to an incentive stock option, in no
event shall such price be less than 100% of the fair market value of
Registrant's Common Stock on the date on which the option is granted.
1
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective. This Registration Statement covers 2,150,000
shares of common stock, which together with the 1,040,000 already registered,
constitute 3,190,000 shares of common stock registered for issuance under the
OrthoLogic Corp. 1997 Stock Option Plan.
Registrant's Form S-8 Registration Statement filed with the Securities and
Exchange Commission on September 12, 1997 (File No. 333-35507) is hereby
incorporated by reference.
EXHIBITS
See the Exhibit Index which is incorporated herein by reference.
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 Phoenix, State of Arizona, on April 24, 2002.
ORTHOLOGIC CORP.
(Registrant)
By: /s/ Thomas R. Trotter
------------------------------------
Thomas R. Trotter
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas R. Trotter and Sherry Sturman and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
2
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.
PERSON TITLE DATE
------ ----- ----
/s/ THOMAS R. TROTTER Chief Executive Officer and Director April 15, 2002
---------------------------- (Principal Executive Officer)
Thomas R. Trotter
/s/ JOHN M. HOLLIMAN, III Chairman of the Board and Director April 15, 2002
----------------------------
John M. Holliman, III
/s/ FREDRIC J. FELDMAN Director April 13, 2002
----------------------------
Fredric J. Feldman
/s/ ELWOOD D. HOWSE, JR. Director April 12, 2002
----------------------------
Elwood D. Howse, Jr.
/s/ AUGUSTUS A. WHITE, III Director April 22, 2002
----------------------------
Augustus A. White, III
/s/ STUART H. ALTMAN, PH.D. Director April 22, 2002
----------------------------
Stuart H. Altman, Ph.D.
/s/ SHERRY STURMAN Chief Financial Officer (Principal April 15, 2002
---------------------------- Financial and Accounting Officer)
Sherry Sturman
3
ORTHOLOGIC CORP.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-21214)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO FILED HEREWITH
-------------- ----------- ----------------------------------- --------------
5 Opinion of Quarles & Brady X
Streich Lang LLP
23.1 Consent of Deloitte & Touche LLP X
Included in Exhibit 5
23.3 Consent of Counsel above
24 Powers of Attorney See signatures page
99.1 OrthoLogic Corp. 1997 Stock Option Exhibit 4.5 to the Registrant's
Plan Form 10-Q for the quarter ended
June 30, 1997
4