As filed with the Securities and Exchange Commission on February 16, 2005
Registration No. ____________
__________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FONAR CORPORATION
...............................................................................
(Exact name of registrant as specified in its charter)
Delaware 11-2464137
...............................................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Marcus Drive, Melville, New York 11747
...............................................................................
(Address of Principal Executive Office) (Zip Code)
2005 Stock Bonus Plan
2005 Incentive Stock Option Plan
...............................................................................
(Full Title of the plans)
Raymond V. Damadian, 110 Marcus Drive, Melville, New York 11747
...............................................................................
(Name and address of agent for service)
(631) 694-2929
...............................................................................
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of securities Amt. to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering aggregate fee
price per offering
share price
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Common Stock
par value $.0001 3,000,000 $1.59 $4,770,000 $561.43
_______________________________________________________________________________
Common Stock
par value $.0001
underlying incentive 2,000,000 $1.59 $3,180,000 $374.29
stock options
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Total 5,000,000 $1.59 $7,950,000 $935.72
* Pursuant to Rule 457, subsections (h) and (c)
Specified Date: February 15, 2005
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with, or furnished to, the Commission are
incorporated in this registration statement by reference:
(a) The registrant's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report on Form 10-K referred to in (a) above.
(c) The description of securities which is contained in Form 8-A filed by
the registrant pursuant to Section 12 of the Exchange Act including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which either indicates that all securities offered have
been sold or deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing such documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered will be passed upon by
Henry T. Meyer, Esq., General Counsel to the registrant, 110 Marcus Drive,
Melville, New York 11747. Mr. Meyer is an employee of the registrant and
eligible to receive, in the discretion of the appropriate Committee or the Board
of Directors, awards of shares under the 2005 Stock Bonus Plan or incentive
stock options under the 2005 Incentive Stock Option Plan.
Item 6. Indemnification of Directors and Officers.
Article Eighth of the Certificate of Incorporation, as amended, of the
registrant provides as follows: The personal liability of directors to the
Corporation or its stockholders for monetary damages for breach of their
fiduciary duties as directors is eliminated, provided however, that this
provision shall not eliminate the liability of a director (i) for any 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
knowing violation of the law, (iii) under Section 174 of the Delaware General
Corporation law, or (iv) for any transaction from which the director derived an
improper personal benefit.
Article V of the By-Laws of the registrant generally provides for
indemnification of its officers and directors to the full extent permitted by
Delaware Corporation Law.
Section 145 of the Delaware General Corporation Law permits indemnification of
officers, directors and employees of the Company under certain conditions and
subject to certain limitations.
Item 7. Exemption From Registration Claimed.
Not applicable. No restricted securities are to be reoffered or resold
pursuant to this registration statement.
Item 8. Exhibits.
5 Opinion of Counsel re Legality.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Counsel is included in Exhibit 5.
99.1 2005 Stock Bonus Plan.
99.2 2005 Incentive Stock Option Plan
Item 9. Undertakings.
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;
(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 1 (i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment
thereby is contained in periodic reports filed by the registrant
pursuant to Section 13(a) 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 post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
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.
The Certificate of Incorporation and By-Laws of the registrant contain
various provisions for limitation of liability and indemnification of officers
and directors, as described in Item 6. Section 145 of the Delaware General
Corporation law permits indemnification of officers, directors and employees
under certain conditions.
Insofar as indemnification for liability 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.
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 Village of Melville, State of New York, on February 16, 2005.
FONAR CORPORATION
By: /s/ Raymond V. Damadian
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Raymond V. Damadian, President
Acting Chief Financial Officer, and Acting
Principal Accounting Officer, Signing in his
capacities as Principal Executive Officer,
Principal Financial Officer and Principal
Accounting 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/ Raymond V. Damadian Chairman of the Board February 16, 2005
----------------------- of Directors, President
Raymond V. Damadian and a Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ Claudette J.V. Chan Director February 16, 2005
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Claudette J.V. Chan
/s/ Robert J. Janoff Director February 16, 2005
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Robert J. Janoff
/s/ Charles N. O'Data Director February 16, 2005
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Charles N. O'Data
/s/ Robert Djerejian Director February 16, 2005
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Robert Djerejian