-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GMQ7c5NlQBwekblO072oQCes4/cK6173aEKlKzoV8/vNZWVxKSYjo4iEdj/H4o3p KIkNhdnMnt5Xh6eHqDYzZA== 0000897069-04-000186.txt : 20040127 0000897069-04-000186.hdr.sgml : 20040127 20040127135501 ACCESSION NUMBER: 0000897069-04-000186 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040127 EFFECTIVENESS DATE: 20040127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMIC HEALTH PRODUCTS INC CENTRAL INDEX KEY: 0000949925 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 341711778 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112228 FILM NUMBER: 04545758 BUSINESS ADDRESS: STREET 1: 6950 BRYAN DAIRY ROAD STREET 2: STE 325 CITY: LARGO STATE: FL ZIP: 33777 BUSINESS PHONE: 8136280804 MAIL ADDRESS: STREET 1: 5905-A HAMPTON OAKS PARKWAY CITY: TAMPA STATE: FL ZIP: 33610 FORMER COMPANY: FORMER CONFORMED NAME: NU WAVE HEALTH PRODUCTS INC DATE OF NAME CHANGE: 19980410 FORMER COMPANY: FORMER CONFORMED NAME: DIRECT RX INC DATE OF NAME CHANGE: 19970820 S-8 1 dkm60.txt FORM S-8 Registration No. 333-_________ As filed with the Securities and Exchange Commission on January 27, 2004 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ Dynamic Health Products, Inc. (Exact name of registrant as specified in its charter) Florida 34-1711778 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6911 Bryan Diary Rd., Suite 210 Largo, Florida 33777 (Address of principal executive offices) 2004 Consultant Services Plan (Full title of the plan) Copy to: Mandeep K. Taneja, Chief Executive Officer and President Martin A. Traber, Esquire Dynamic Health Products, Inc. Foley & Lardner 6911 Bryan Diary Rd., Suite 210 100 North Tampa Street, Suite 2700 Largo, Florida 33777 Tampa, Florida 33602 (727) 329-1845 (813) 229-2300 (Name, address and telephone number, including area code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities to Amount to be offering price per aggregate offering Amount of be registered Registered(1) share (2) price (2) registration fee Common Stock, $.01 par value 500,000 $.60 $300,000.00 $24.27
(1) The provisions of Rule 416 under the Securities Act of 1933, as amended (the "Securities Act") shall apply to this Registration Statement and the number of shares registered on this Registration Statement shall increase or decrease as a result of stock splits, stock dividends, or similar transactions. (2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average (any day within five days) of the bid and ask price of the Common Stock as reported on OTCBB on January 20, 2004. .. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission ("Commission") as part of this Form S-8 Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been previously filed by Dynamic Health Products, Inc. (the "Company") with the Commission and are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB filed on June 30, 2003, for the fiscal year ended March 31, 2003, which includes audited financial statements as of and for the years ended March 31, 2003. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since August 25, 1997. (c) All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which 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 of such documents. Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superceded for the purpose of this registration statement to the extent that a statement contained herein or in any subsequently filed document which is also, or is deemed to be, incorporated herein by reference modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company's Articles of Incorporation and Bylaws provide that the Company shall indemnify directors and executive officers to the fullest extent now or hereafter permitted under Florida law. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. -------- The following exhibits have been filed (except where otherwise indicated) as part of this Registration Statement: S-2 Exhibit No. Exhibit (4.1) 2004 Consulting Services Agreement with Martin A. Traber (5) Opinion of Foley & Lardner (23.1) Consent of Brimmer, Burek & Keelan LLP (23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto) 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 herein, 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) 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 this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 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. S-3 SIGNATURES The Registrant. 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 Largo, and State of Florida, on this 27th day of January, 2004. Dynamic Health Products, Inc. By: /s/ Mandeep K. Taneja ------------------------------------- Mandeep K. Taneja Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Jugal K. Taneja - ------------------------- Jugal K. Taneja Chairman of the Board and Director January 27, 2004 /s/ Mandeep K. Taneja Chief Executive Officer, President and - ------------------------- Director January 27, 2004 Mandeep K. Taneja /s/ Cani I. Shuman Chief Financial Officer, Secretary, - ------------------------- Treasurer and Director January 27, 2004 Cani I. Shuman /s/ Kotha S. Sekharam Director January 27, 2004 - ------------------------- Kotha S. Sekharam
S-4 EXHIBIT INDEX Dynamic Health Products, Inc. Exhibit No. Exhibit (4.1) 2004 Consulting Services Agreement with Martin A. Traber (5) Opinion of Foley & Lardner (23.1) Consent of Brimmer, Burek & Keelan LLP (23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto) S-5 EX-4 3 dkm60a.txt EXHIBIT 4.1 - CONSULTING SERVICES AGREEMENT Exhibit 4.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated January _____, 2004, is made by and between Martin A. Traber, an individual ("Consultant"), whose address is 100 N. Tampa Street, Suite 2700, Tampa, Florida 33602, and Dynamic Health Products, Inc., ("Client"), having its principal place of business at 6911 Bryan Diary Rd., Suite 210, Largo, Florida 33777. WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein; WHEREAS, Client is a publicly held corporation with its common stock shares trading on the Over the Counter Bulletin Board under the ticker symbol "DYHP" and desires to further develop its business and increase it's common stock share's value; and WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows: 1. Services of Consultant. Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client's business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client's securities. 2. Consideration. Client agrees to pay Consultant, as his fee and as consideration for services provided, Eighty three thousand, three hundred and thirty four (83,334) shares of common stock of Client freely tradable pursuant to a Registration Statement on Form S-8 (the "Shares"). The Shares are due and payable immediately upon the effectiveness of the Form S-8 Registration Statement with the U.S. Securities and Exchange Commission and with any appropriate states securities administrator. 3. Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data ("Confidential Information"). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. S-6 4. Termination and Renewal. (a) Term. This Agreement shall become effective on the date of this Agreement and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term. (b) Termination. Either party may terminate this Agreement on thirty (30)-calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non- defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement. (c) Termination and Payment. Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding consideration through the effective date of termination or expiration of this Agreement. And upon such termination or expiration, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of termination or expiration. 5. Miscellaneous. (a) Independent Contractor. This Agreement establishes an "independent contractor" relationship between Consultant and Client. (b) Rights Cumulative; Waivers. The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right. (c) Benefit; Successors Bound. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns. (d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement. S-7 (e) Amendment. This Agreement may be amended only by an instrument in writing executed by all the parties hereto. (f) Severability. Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect. (g) Section Headings. The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (h) Construction. Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender. (i) Further Assurances. In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby. (j) Notices. Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given): To Client: Mandeep K. Taneja, Chief Executive Officer and President Dynamic Health Products, Inc. 6911 Bryan Diary Rd. Suite 210 Largo, Florida 33777 To Consultant: Martin A. Traber 100 N. Tampa Street Suite 2700 Tampa, Florida 33604 S-8 (l) Governing Law. This Agreement shall be governed by the interpreted in accordance with the laws of the State of Florida without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of Florida in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. (m) Consents. The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party. (o) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above. Dynamic Health Products, Inc. By:______________________________________ Mandeep K. Taneja, Chief Executive Officer and President _________________________________________ Martin A. Traber, Consultant S-9 EX-5 4 dkm60b.txt EXHIBIT 5 - OPINION OF FOLEY & LARDNER EXHIBIT 5 RUSSELS FOLEY : LARDNER CHICAGO ATTORNEYS AT LAW DENVER DETROIT JACKSONVILLE LOS ANGELES MADISON MILWAUKEE ORLANDO SACRAMENTO SAN DIEGO/DEL MAR SAN FRANCISCO TALLAHASSEE TAMPA WASHINGTON, D.C. WEST PALM BEACH January 27, 2004 Dynamic Health Products, Inc. 6911 Bryan Diary Rd. Suite 210 Largo, Florida 33777 Re: Registration Statement on Form S-8 Relating to Dynamic Health Products, Inc. 2004 Consultant Services Plan Ladies & Gentlemen: We have acted as counsel for Dynamic Health Products, Inc., a Florida corporation (the "Company"), in connection with the preparation of a Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 500,000 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"), which may be issued or acquired pursuant to the 2004 Consultant Services Plan (the "Plan"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(3) of Regulation S-K. The 500,000 shares of Common Stock issuable pursuant to the Plan are referred to herein as the "Shares." We have examined and are familiar with the Articles of Incorporation of the Company filed with the Secretary of State of the State of Florida, Bylaws of the Company, proceedings of the Board of Directors of the Company in connection with the adoption of the Plan, and such other records and documents of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions set forth in this opinion letter. Based on the foregoing, it is our opinion that the Shares of common stock covered by the Registration Statement and to be issued pursuant to the Plan, when issued in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and nonassessable. We have, with your permission, assumed that the provisions of the Florida Revised Statutes are substantially the same as the Florida Business Corporation Act with respect to the subject matter of this opinion. We are FOLEY & LARDNER WRITER'S DIRECT LINE CLIENT/MATTER NUMBER 100 North Tampa Street, Suite 2700 Tampa, Florida 33602-5810 P.O. Box 3391 EMAIL ADDRESS Tampa, Florida 33601-3391 mtraber@foleylaw.com TEL: 813.229.2300 FAX: 813.221.4210 www.foleylardner.com S-10 licensed to practice law in the State of Florida and express no opinion as to any laws other than those of the State of Florida and the federal laws of the United States of America. This opinion letter is provided to you for your benefit and for the benefit of the Securities and Exchange Commission, in each case, solely with regard to the Registration Statement, may be relied upon by you and the Commission only in connection with the Registration Statement, and may not be relied upon by any other person or for any other purpose without our prior written consent. We hereby consent to the inclusion of this opinion as Exhibit 5 in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Commission promulgated thereunder. FOLEY & LARDNER By: /s/ Martin A. Traber ------------------------------------- Martin A. Traber MAT/mtv S-11 EX-23 5 dkm60c.txt EXHIBIT 23.1 - CONSENT OF BRIMMER, BUREK & KEELAN EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO: Dynamic Health Products, Inc. We hereby consent to the incorporation by reference in the foregoing Registration Statement on Form S-8 of our report dated May 21, 2003, relating to the financial statements of Dynamic Health Products, Inc. and Subsidiaries appearing in the Dynamic Health Products, Inc. Annual Report on Form 10-KSB for the year ended March 31, 2003, filed with the Securities and Exchange Commission on June 30, 2003. /s/ Brimmer, Burek & Keelan LLP ----------------------------------------- Brimmer, Burek & Keelan LLP Tampa, Florida January 23, 2004 S-12 -----END PRIVACY-ENHANCED MESSAGE-----