AMS American Shared Hospital Services

As filed with the Securities and Exchange Commission on January 9, 2024

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

 

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AMERICAN SHARED HOSPITAL SERVICES

(Exact name of registrant as specified in its charter)

 

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California		94-2918118
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

 

601 Montgomery Street, Suite 1112

San Francisco, California 94111

(Address of Principal Executive Offices)

 

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American Shared Hospital Services Incentive Compensation Plan,

as amended and restated June 25, 2021

(f/k/a American Shared Hospital Services 2006 Stock Incentive Plan)

(Full Title of the Plan)

 

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Raymond C. Stachowiak

Executive Chairman of the Board

American Shared Hospital Services

601 Montgomery Street, Suite 1112

San Francisco, California 94111

(Name and Address of Agent for Service)

 

(415) 788-5300

(Telephone Number, Including Area Code, of Agent for Service)

 

Copy to:

 

Joseph R. DeHondt, Esq.

 

Dykema Gossett PLLC
39577 Woodward Avenue, Suite 300

Bloomfield Hills, Michigan 48304

(248) 203-0700

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.          ☐

 

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EXPLANATORY STATEMENT

 

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) by American Shared Hospital Services (the “Registrant”) to register an additional 950,000 shares of the Registrant’s common stock, no par value (the “Common Stock”), that may be awarded under the American Shared Hospital Services Incentive Compensation Plan, as amended and restated effective June 25, 2021, f/k/a American Shared Hospital Services 2006 Stock Incentive Plan (the “Incentive Compensation Plan”). The amendment and restatement of the Incentive Compensation Plan to increase the number of shares of Common Stock reserved for issuance under the Incentive Compensation Plan by the additional 950,000 shares of Common Stock registered hereby was approved by the Registrant’s board of directors on March 18, 2021 and by the Registrant’s shareholders at the Annual Meeting of Shareholders held on June 25, 2021.

 

With respect to the Incentive Compensation Plan, the Registrant previously registered securities of the same class that relate to the same employee-benefit plan as the shares of Common Stock registered hereby by filing the following registration statements on Form S-8 (collectively, the “Prior Registration Statements”) with the SEC on the dates, with the filing numbers, and for the purpose of registering the number of shares of Common Stock issuable under the Incentive Compensation Plan set forth below:

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File No. 333-139446, filed on December 18, 2006, registering 750,000 shares of Common Stock; and

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File No. 333-170650, filed on November 17, 2010, registering an additional 880,000 shares of Common Stock.

 

The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement and are made a part hereof.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

All information required by Part I to be contained in the prospectus is omitted from this Registration Statement in accordance with the explanatory note to Part I of this Registration Statement and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). Documents containing the information required by Part I of this Registration Statement will be sent or given to participants of the Incentive Compensation Plan as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.         Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the SEC are hereby incorporated by reference in this Registration Statement:

 

	(1)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023;
	(2)	the Registrant’s Quarterly Reports on (i) Form 10‑Q for the quarter ended March 31, 2023, filed with the SEC on May 12, 2023; (ii) Form 10‑Q for the quarter ended June 30, 2023, filed with the SEC on August 14, 2023; and (iii) Form 10‑Q for the quarter ended September 30, 2023, filed with the SEC on November 14, 2023;
	(3)	the Registrant’s Current Reports on Form 8-K filed with the SEC on (i) March 10, 2023, (ii) March 31, 2023, (iii) April 18, 2023, (iv) June 23, 2023, and (v) November 16, 2023; and
	(4)	the description of the Registrant’s common stock contained in its Registration Statement on Form S-1 filed with the SEC on October 26, 1995 (File No. 003-63721), as amended on Form S-1/A on March 29, 1996 and Form S-1/A on May 8, 1996, filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any subsequent amendment or report filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that all securities offered have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any current report on Form 8-K that the Registrant may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 8.         Exhibits.

 

Exhibit No.	Description
4.1	American Shared Hospital Services Incentive Compensation Plan, as amended and restated effective June 25, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K filed on July 1, 2021)
5.1*	Opinion of Dykema Gossett PLLC
23.1*	Consent of Dykema Gossett PLLC (included in Exhibit 5.1 to this Registration Statement)
23.2*	Consent of Moss Adams LLP
24.1*	Power of Attorney (included on the signature page of this Registration Statement)
107*	Filing Fee Table
* Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, American Shared Hospital Services 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 San Francisco, State of California, on January 9, 2024.

 

AMERICAN SHARED HOSPITAL SERVICES   By:  /s/ Raymond C. Stachowiak Name: Raymond C. Stachowiak Title: Executive Chairman of the Board

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raymond C. Stachowiak and Robert Hiatt as his or her true and lawful attorneys-in-fact (with full power to each of them to act alone), with full power of substitution and re-substitution, for him or her and in his or her 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 the exhibits thereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

Signature	Position	Date
/s/ Raymond C. Stachowiak          Raymond C. Stachowiak	Executive Chairman of the Board and Director (Principal Executive Officer)	January 9, 2024
/s/ Robert Hiatt          Robert Hiatt	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	January 9, 2024
/s/ Daniel G. Kelly, Jr.          Daniel G. Kelly, Jr.	Director	January 9, 2024
/s/ Ernest A. Bates, M.D.          Ernest A. Bates, M.D.	Director	January 9, 2024
/s/ Kathleen Miles          Kathleen Miles	Director	January 9, 2024
/s/ Vicki L. Wilson          Vicki L. Wilson	Director	January 9, 2024

 

Exhibit 5.1

 

Dykema Gossett PLLC 39577 Woodward Avenue Suite 300 Bloomfield Hills, MI 48304 www.dykema.com Tel:   (248) 203-0700 Fax:  (248) 203-0763

 

 

January 9, 2024

 

American Shared Hospital Services 601 Montgomery Street Suite 1112 San Francisco, California 94111

 

 

Re:	Registration on Form S-8 for the American Shared Hospital Services Incentive Compensation Plan, as amended and restated effective June 25, 2021

 

Ladies and Gentlemen:

 

We have acted as special counsel to American Shared Hospital Services, a California corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) of the Form S-8 Registration Statement (the “Registration Statement”) relating to the registration of the offer and sale of up to 950,000 shares (the “Shares”) of the Company’s common stock, no par value (the “Common Stock”), issuable pursuant to the terms and in the manner set forth in the American Shared Hospital Services Incentive Compensation Plan, as amended and restated effective June 25, 2021, f/k/a American Shared Hospital Services 2006 Stock Incentive Plan (the “Plan”). This opinion letter is delivered pursuant to the requirements of Item 601(b)(5) of Regulation S‑K promulgated under the Securities Act of 1933, as amended (the “Act”).

 

In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, to be filed with the Commission under the Act; (ii) the Articles of Incorporation of the Company, as amended and as currently in effect; (iii) the Bylaws of the Company, as amended and restated and as currently in effect; (iv) the Plan; and (v) records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

 

 

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

American Shared Hospital Services

January 9, 2024

Page 2

 

 

Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, paid for, and delivered pursuant to the terms and in the manner set forth in the Plan, and assuming that the Shares have been and remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, the Shares will be validly issued, fully paid, and nonassessable.

 

The foregoing opinion is based upon and limited to the General Corporation Law of the State of California (including the statutory provisions, the applicable provisions of the California Constitution, and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations, or ordinances. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur. This opinion letter is being furnished solely for the Company’s benefit in connection with the offer, sale, and issuance of the Shares and is not to be used, quoted, or otherwise referred to for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby concede that we are experts within the meaning of the Act or that our firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

	Very truly yours,
	/s/ Dykema Gossett PLLC
	Dykema Gossett PLLC

 

Exhibit 23.2

 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of American Shared Hospital Services, of our report dated March 31, 2023, relating to the consolidated financial statements of American Shared Hospital Services (the “Company”), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Moss Adams LLP

 

San Francisco, California

January 9, 2024

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

American Shared Hospital Services

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, no par value(1)	Other(2)	950,000(1)(3)	$2.46(4)	$2,337,000	0.0001476	$344.94
Total Offering Amounts					$2,337,000		$344.94
Total Fee Offsets							-
Net Fee Due							$344.94

 

(1)

This registration statement on Form S-8 (this “Registration Statement”) registers an additional 950,000 shares of common stock, no par value (the “Common Stock”), of American Shared Hospital Services that may be issued under the American Shared Hospital Services Incentive Compensation Plan, as amended and restated effective June 25, 2021, f/k/a American Shared Hospital Services 2006 Stock Incentive Plan (the “Incentive Compensation Plan”).

 

(2)	The amount of registration fee due for the filing of this Registration Statement is calculated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”).

 

(3)

In accordance with Rule 416(a) under the Securities Act, this Registration Statement shall be deemed to cover any additional shares of Common Stock that may be issued pursuant to the Incentive Compensation Plan to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

 

(4)

Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share of $2.46 is determined based on the average of the high and low prices of a share of Common Stock of American Shared Hospital Services as reported on the NYSE American LLC on January 3, 2024, which date is within five business days prior to filing this Registration Statement.

 

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