SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ProHealth Medical Technologies, Inc.
(soon to be renamed Applied DNA Sciences, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
59-2262718
(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices) (Zip Code)
2002 Professional/Employee/Consultant Stock Compensation Plan
For Applied DNA Sciences, Inc.
(Full Title of the Plan)
Lawrence Lee
President and Chief Executive Officer
(Name and Address of Agent for Service)
9255 West Sunset Blvd. Suite 805, Los Angeles, CA 90699
California 90069
310-860-1362
(Telephone Number, Including Area Code, of Agent for Service)
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Calculation of Registration Fee
================================================================================
Proposed amount of Securities to be registered: 2,000,000
Amount of Title of Securities Amount To Be Aggregate Fee
Aggregate To Be Registered Registered(1) Price Per Share(2)
Registration
Common
$130,000 Par Value, $0.0001 2,000,000 $0.065 $11.96
================================================================================
1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee and benefit
plans described herein.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the twenty day average of the high and
low prices reported on the OTC-BB, which was $0.065 per share.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ProHealth Medical Technologies, Inc. (The Company, we, us or the Registrant) is
offering a total of 2,000,000 shares of its Common Stock to professionals,
employees and consultants for service including legal, administrative,
marketing, introductory, recruiting and other consulting services. The issuance
of shares is being made pursuant to the "2002 Professional/Consultant Stock
Compensation Plan" ("the PEC Plan") adopted by the Board of Directors on or
about November 5, 2002. The 2,000,000 shares will cover the costs of previously
rendered services of professionals, employees and consultants as well as ongoing
services to the Company, and eligible recipients will receive shares that are
subject to volume limitations of no more than 8,000 shares per month,
individually. A copy of the Plan has been distributed to all eligible
individuals or entities. Each individual or entity has agreed to accept shares
under the Plan in lieu of a cash payment for its services. The shares issued
hereunder will not be subject to any resale restrictions. The Plan is not
qualified under ERISA, nor is this Plan qualified under Section 401(a) of the
Internal Revenue Code.
There are no ongoing reporting obligations of Professionals, Employees or
Consultants, nor are there any ongoing contributions from the Registrant. The
purpose of this Registration of securities on Form S-8 is to compensate
individuals and/or entities that have performed and continue to perform services
to the Registrant. The Board has authorized this registration statement and has
written the Plan to satisfy present and future compensation obligations to
professionals, employees and consultants. This registration is limited to
2,000,000 shares. The individuals or entities that are eligible for shares under
the Plan have performed, or will perform in the future, services or activities
for which shares may be issued under a Form S-8. Such individuals or entities
may contact Jaime Cardona, the Plan Administrator and Director of the
Registrant, with any questions at 310-860-1362.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL.
In addition to receiving a copy of the Plan, each eligible individual or entity
shall have access, upon oral or written request, to any documentation regarding
the Plan that may not be included in this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:
(a) The Company's most recent annual report, filed on Form 10-KSB for the fiscal
year 2001, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act), which report contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed. The description of the Company's Common Stock is contained in the
annual report incorporated by reference herein.
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(b) The Company's recent quarterly reports, filed on Form 10-QSB.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees or
agents against certain liabilities and expenses, which they may incur as
directors, officers, employees, or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be ultimately found not to
be entitled to indemnification under the Section. Indemnification may be
provided even though the person to be indemnified is no longer a director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes the Company to obtain insurance on behalf of any such director,
officer, employee or agent against liabilities, whether or not the Company would
have the power to indemnify such person against such liabilities under the
provisions of Section 78.7502.
Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to
certain conditions, the Company may make other or further indemnification or
advancement of expenses of any of its directors, officers, employees or agents.
Because neither the Articles of Incorporation, as amended, or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification and despite a contrary determination by the Board of Directors
or its shareholders in a specific case, a director, officer, employee or agent
of the Company who is or was a party to a proceeding may apply to a court of
competent jurisdiction for indemnification or advancement of expenses or both,
and the court may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or advancement of
expenses if it determines that the petitioner is entitled to mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis pursuant to Section 78.7502 or because the court determines that the
petitioner is fairly and reasonably entitled to indemnification or advancement
of expenses or both in view of all the relevant circumstances.
Articles of Incorporation and By-Laws
-------------------------------------
Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise or
persons who have served by the request of the Company in such capacities in any
other enterprise to the full extent permitted by the laws of the State of
Nevada.
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Indemnity Agreements
--------------------
To induce and encourage highly experienced and capable persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each director and officer presently serving the Company and will provide the
same agreement to future directors and officers as well as certain agents and
employees. The Agreement provides that we shall indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company. Expenses incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable law. The Agreement may at some time require the Company
to pay out funds that might otherwise be utilized to further the Company's
business objectives, thereby reducing our ability to carry out our projected
business plans.
SEC Position on Indemnification for Security Act Liability
----------------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, 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
Securities Act of 1933, as amended, and is, therefore, unenforceable. If a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a 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 its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy expressed in the Securities Act
of 1933, as amended, and will be governed by the final adjudication of such
issue.
Officers and Directors Liability Insurance
------------------------------------------
At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibits.
Copies of the following documents are included as exhibits to this
registrationstatement pursuant to Item 601 of regulation S-B.
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SEC
Exhibit
No. Description
--------------------------------------------------------------------------------
3.01 Articles of Incorporation
*3.02 Bylaws.
*5.01 Letter opinion, including consent of Law Office of Andrea Cataneo Ltd.
regarding legality of Common Stock to be issued Pursuant to the 2002
Professional/Employee/Consultant Stock Compensation Plan.
10.8 2002 Professional/Employee/Consultant Stock Compensation Plan
23.01 Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion in
Exhibit 5.1).
23.02 Consent of accountant S.W. Hatfield, C.P.A.
* Filed previously
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 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.
(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) 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 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, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 this 7th day of
November, 2002.
PROHEALTH MEDICAL TECHNOLOGIES, INC.
/s/ Lawrence Lee
By: ---------------------------
Lawrence Lee, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Lawrence Lee, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, 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 on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, 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 connection therewith, 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 either of them, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.
SIGNATURES DATE November 7, 2002
/s/ Lawrence Lee
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Lawrence Lee, President, CEO and sole Director
/s/ Jaime Cardona
-----------------------------------------------
Jaime Cardona, Secretary and Plan Administrator
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