As filed with the Securities and Exchange Commission on July __, 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 Supplemental Stock Bonus Plan
..............................................................
(Full Title of the plan)
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
_______________________________________________________________________________
Common Stock
par value $.0001 3,000,000 $1.21 $3,630,000 $427.25
_______________________________________________________________________________
Total 3,000,000 $1.21 $3,630,000 $427.25
* Pursuant to Rule 457, subsections (h) and (c)
Specified Date: July 13, 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, at the discretion of the appropriate Committee or the
Board of Directors, awards of shares under the 2005 Supplemental Stock Bonus
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 Supplemental Stock Bonus 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 July 15,
2005.
FONAR CORPORATION
By: /s/ Raymond V. Damadian
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 July 15, 2005
Raymond V. Damadian of Directors, President
and a Director (Principal
Executive Officer, Principal
Financial Officer and Principal
Accounting Officer)
/s/ Claudette J.V. Chan Director July 15, 2005
Claudette J.V. Chan
/s/ Robert J. Janoff Director July 15, 2005
Robert J. Janoff
/s/ Charles N. O'Data Director July 15, 2005
Charles N. O'Data
/s/ Robert Djerejian Director July 15, 2005
Robert Djerejian