AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2002
REGISTRATION NO. 333-87334
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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.
This amendment to OrthoLogic Corp.'s S-8 filed May 1, 2002 amends Exhibit 23.1
(the auditor's consent) to correct a typographical error. The auditor's report
dated February 19, 2002 appeared in the Annual Report on Form 10-K of OrthoLogic
Corp. for the year ended December 31, 2001.
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 May 15, 2002.
ORTHOLOGIC CORP.
(Registrant)
By: /s/ Sherry Sturman
------------------------------------
Sherry Sturman
Chief Financial Officer
ORTHOLOGIC CORP.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-21214)
EXHIBIT INDEX
TO
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ----------- --------------- --------
5 Opinion of Quarles & Brady Exhibit 5 to the Registrant's
Streich Lang LLP Form S-8 filed on May 1, 2002
23.1 Consent of Deloitte & X
Touche LLP
23.3 Consent of Counsel Included in Exhibit 5 to the
Registrant's Form S-8 filed
on May 1, 2002
24 Powers of Attorney Signature pages to the
Registrant's Form S-8 filed
on May 1, 2002
99.1 OrthoLogic Corp. 1997 Exhibit 4.5 to the Registrant's
Stock Option Plan Form 10-Q for the quarter ended
June 30, 1997