SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INNOVATIVE MEDICAL SERVICES
(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 CA 92020
----------------------------
(Address of Principal Offices)
THE INNOVATIVE MEDICAL SERVICES
2002 Non Qualified Stock Option Plan
--------------------------------
(Full Title of the Plan)
Donna Singer
INNOVATIVE MEDICAL SERVICES
1725 Gillespie Way, El Cajon CA 92020
--------------------------------------
(Name and address of Agent for Service)
(619)596-8600
(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 Reg.
Registered Registered Per Share Offrg. Price Fee
----------------------------------------------------------------------------
Common Stock(1) 2,000,000 $1.56(2) 3,120,000 $287.04
(1) Issuable pursuant to Plan options.
(2) Estimated Price in accordance with Rule 457(h)and based upon the last
reported sale on the NASDAQ SmallCap Market on May 14, 2002
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 2002 Non Qualified Stock Option Plan which is 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.
We incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
-- Form 8-A Registration Statement as amended filed on July 22, 1996 and
the Description of the Common Stock incorporated by reference therein
from the Registration Statement on Form SB-2 dated August 8, 1996 SEC
file no 333-434.
-- Form 10-KSB Annual Report for the fiscal year ended July 31, 2001
filed on October 29, 2001
-- Amendment No. 1 to Form 10-KSB Annual Report for the fiscal year ended
July 31, 2001 filed on November 15, 2001
-- Amendment No. 2 to Form 10-KSB Annual Report for the fiscal year ended
July 31, 2001 filed on December 4, 2001
-- Form 15 Certification and Notice Of Termination Of Registration under
Section 12(g) Of The Securities Exchange Act Of 1934 for Class A
Warrants filed on November 15, 2001
-- Form 8-K regarding settlement of NVID Litigation filed on December 6,
2001
-- Amended Form 8-K regarding settlement of NVID Litigation filed on
December 7, 2001
-- Form 10-QSB Quarterly Report for the fiscal quarter ended October 31,
2001 filed on December 15, 2001
-- Form 10-QSB Quarterly Report for the fiscal quarter ended January 31,
2002 filed on March 18, 2002
-- All other documents filed by us after the date of this prospectus
under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, are incorporated by reference herein to be a part thereof
from the date of filing of such documents.
You may request a copy of these filings at no cost, by writing, telephoning or
e-mailing us at the following address:
Innovative Medical Services
1725 Gillespie Way, El Cajon, California 92020
e-mail: dsinger@imspure.com
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person for whom he is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the State of
Nevada against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
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 Miller and McCollum Certified Public Accountants
99.7 The Innovative Medical Services 2002 Non Qualified 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 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 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.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933 as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and authorized this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of El Cajon, State of California on May 15, 2002.
INNOVATIVE MEDICAL SERVICES
By: /s/ MICHAEL L. KRALL
-----------------------------
Michael L. Krall
Executive Officer
In accordance with the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
/s/ MICHAEL L. KRALL President, Chief Executive May 15, 2002
----------------------- Officer and Director
Michael L. Krall
/s/ GARY BROWNELL Chief Financial Officer, May 15, 2002
----------------------- Director
Gary Brownell
/s/ DENNIS BROVARONE Director May 15, 2002
-----------------------
Dennis Brovarone
/s/ DONNA SINGER Director May 15, 2002
-----------------------
Donna Singer
/s/ GREGORY BARNHILL Director May 15, 2002
-----------------------
Gregory Barnhill
/s/ PATRICK GALUSKA Director May 15, 2002
-----------------------
Patrick Galuska
/s/ EUGENE PEISER Director May 15, 2002
-----------------------
Eugene Peiser