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<SEC-DOCUMENT>0000355019-03-000001.txt : 20030114
<SEC-HEADER>0000355019-03-000001.hdr.sgml : 20030114
<ACCEPTANCE-DATETIME>20030110174959
ACCESSION NUMBER:		0000355019-03-000001
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20030113
EFFECTIVENESS DATE:		20030113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FONAR CORP
		CENTRAL INDEX KEY:			0000355019
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093]
		IRS NUMBER:				112464137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-102463
		FILM NUMBER:		03511309

	BUSINESS ADDRESS:	
		STREET 1:		110 MARCUS DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5166942929

	MAIL ADDRESS:	
		STREET 1:		110 MARCUS DRIVE
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8.txt
<TEXT>
    As filed with the Securities and Exchange Commission on January 10, 2003
                                                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)

                              2003 Stock Bonus 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            Amt. to be       Proposed       Proposed        Amount of
securities          registered       maximum        maximum         registration
to be                                offering       aggregate       fee
registered                           price per      offering
                                     share          price
- --------------------------------------------------------------------------------
Common Stock par
value $.0001        5,000,000        $1.03          $5,150,000      $473.80
- --------------------------------------------------------------------------------
Total               5,000,000        $1.03          $5,150,000      $473.80

                 * Pursuant to Rule 457, subsections (h) and (c)
                        Specified Date: January 8, 2003
<PAGE>
                                    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 2003 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.

4.1  Article  Fourth of the  Certificate  of  Incorporation,  as  amended by the
     Certificate  of  Amendment  filed  June 9,  1995,  incorporated  herein  by
     reference to Exhibit 4.1 to the registrant's registration statement on Form
     S-8, Commission File No. 33-62099.

4.2  Section A of Article Fourth of the Certificate of Incorporation, as amended
     by the  Certificate of Amendment  filed May 21, 2001 and the Certificate of
     Correction filed June 13, 2001, incorporated by reference herein to Exhibit
     4.2 to the registrant's registration statement on Form S-8, Commission File
     No. 333-66760.

4.3  Specimen  Common  Stock  Certificate  incorporated  herein by  reference to
     Exhibit  4.1  to the  registrant's  registration  statement  on  Form  S-1,
     Commission File No. 33-13365. 5 Opinion of Counsel re Legality.

23.1 Consent of Certified Public Accountants.

23.2 Consent of Counsel is included in Exhibit 5.

99.1 2003 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 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.

<PAGE>

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 January 10, 2003.


                                    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             January 10, 2003
- -----------------------       of Directors, President
Raymond V. Damadian           Executive Officer, Principal
                              and a Director
(Principal                    Financial Officer and Principal
                              Accounting Officer)


- --------------                Director                          January __, 2003
Claudette Chan

/s/ Robert J. Janoff          Director                          January 10, 2003
Robert J. Janoff

- -----------------             Director                          January __, 2003
Charles N. O'Data

/s/ Robert Djerejian          Director                          January 10, 2003
- --------------------
Robert Djerejian


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>x05.txt
<TEXT>
EXHIBIT 5
OPINION OF COUNSEL RE: LEGALITY


                                                              January 10, 2003



Fonar Corporation
110 Marcus Drive
Melville, NY  11747

Dear Sirs:

     I refer to the Registration  Statement on Form S-8 to which this opinion is
an Exhibit (the "Registration  Statement"),  being filed by Fonar Corporation, a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission under the Securities Act of 1933, as amended,  relating to: 5,000,000
shares  of the  Company's  Common  Stock  which may be  issued  pursuant  to the
Company's 2003 Stock Bonus Plan ("Bonus Common Stock").

     As counsel for the Company, I have examined the originals or photostatic or
certified  copies of such records,  certificates and instruments of the Company,
certificates  of officers of the Company and of public  officials and such other
instruments  and  documents  as I have deemed  relevant  and  necessary  for the
purposes of rendering the opinions set forth below. In such examination,  I have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted  to me as  originals,  the  conformity  to original  documents  of all
documents   submitted  to  me  as  certified  or  photostatic   copies  and  the
authenticity  of the  originals  of  such  copies  and  the  correctness  of all
statements of fact contained therein.

     Based upon the foregoing, I am of the opinion that:

     The  Bonus  Common  Stock has been duly and  validly  authorized,  and when
issued in accordance  with the terms of the Company's  2003 Stock Bonus Plan and
any applicable bonus stock awards made thereunder will be legally issued,  fully
paid and nonassessable.

     I consent to the filing of this  opinion as an exhibit to the  Registration
Statement and to the reference to me in Item 5 of the Registration Statement.

                                                     Very truly yours,

                                                     /s/ Henry T. Meyer
                                                     Henry T. Meyer, Esq.
                                                     General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>x231.txt
<TEXT>

EXHIBIT 23.1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Consent of Certified Public Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated  September  30, 2002 which  appears on
page 38 of the annual report on Form 10-K of Fonar  Corporation and Subsidiaries
for the year ended June 30,  2002,  and to the  reference  to our Firm under the
caption  "Experts"  in the  Prospectus,  which  is  part  of  this  registration
statement.



                                                       /s/ Marcum & Kliegman LLP
                                                       Marcum & Kliegman LLP




New York, New York
January 10, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>x232.txt
<TEXT>
EXHIBIT 23.2

(CONSENT OF COUNSEL IS INCLUDED IN EXHIBIT 5)


Consent of Counsel

     The  consent of Henry T. Meyer,  Esq.  is included in his opinion  filed as
Exhibit 5 to this Registration Statement.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>x991.txt
<TEXT>
EXHIBIT 99.1
2003 STOCK BONUS PLAN


                             2003 STOCK BONUS PLAN


1. Purposes of the Plan.

     The  purpose of this  Stock  Bonus  Plan (the  "Plan")  is to assist  FONAR
Corporation,  a Delaware corporation (the  "Corporation"),  and its subsidiaries
(as  hereinafter  defined)  in  attracting  and  retaining  the  services of key
employees,  non-employee directors,  officers, advisors and consultants,  and to
secure for the  Corporation and its  subsidiaries  the benefits of the incentive
inherent in ownership of the Corporation's  equity securities by parties who are
responsible  for the continuing  growth and success of the  Corporation  and its
subsidiaries.

     For the purposes of this plan, the term "subsidiary" and/or  "subsidiaries"
shall mean any corporation of which the majority of the outstanding voting stock
is owned directly or indirectly by the Corporation.

2. Shares Subject to the Plan.

     Subject  to the  provisions  of  Section 7 of the  Plan,  an  aggregate  of
5,000,000 shares of Common Stock, par value $.0001 per share, of the Corporation
("Common Stock"),  are available for the issuance under the Plan as compensation
for services to the Corporation ("Bonus Stock").

     The shares to be issued as Bonus Stock under the Plan may be authorized but
unissued  shares of Common Stock or issued shares of Common Stock which are held
in the treasury of the Corporation.

3. Term of the Plan.

     Subject to the  provisions  of  Section 8 and 10,  the Plan shall  commence
effective as of November 1, 2002, and Bonus Stock awarded under the Plan must be
issued no later than October 31, 2012.

4. Administration of the Plan.

     The Plan shall be administered by a committee which shall consist of two or
such  greater  or  lesser  number  of  members,  as  determined  by the Board of
Directors from time to time, who shall be appointed by the Board of Directors of
the Corporation (the "Committee") or, in the absence of such a Committee, by the
Board of Directors of the  Corporation.  Directors  of the  Corporation  who are
either eligible to receive Bonus Stock, or to whom Bonus Stock has been granted,
may vote on any matters affecting the administration of the plan or the granting
of Bonus Stock  under the Plan.  Any action of the  Committee  may be taken by a
written  instrument signed by a majority of the members of the Committee then in
office. Members of the Committee need not be members of the Board of Directors.

     Subject to the express  provisions of the Plan,  the Committee or the Board
or Directors,  as the case may be, shall have the authority,  in its discretion:
(i) to determine the parties to receive  Bonus Stock,  the times when they shall
receive such awards,  the number of shares to be issued, and the time, terms and
conditions  of the issuance of any such shares;  (ii) to construe and  interpret
the  terms  of the  Plan;  (iii) to  establish,  amend  and  rescind  rules  and
regulations  for the  administration  of the  Plan;  and (iv) to make all  other
determinations   necessary  or  advisable  for   administering   the  Plan.  The
determinations  of the Committee or the Board of Directors,  as the case may be,
on the matters referred to in this Section 4 shall be final and conclusive.

5. Eligibility and Selection.

     The  Committee  or the Board of  Directors,  as the case may be, shall have
sole and  absolute  discretion  to issue  Bonus  Stock  under the Plan to reward
employees,   non-employee  directors,  advisors  and  consultants  for  services
rendered or to be rendered to or for the benefit of the  Corporation,  or any of
its subsidiaries  (the grant of Bonus Stock under this Plan shall be referred to
as a "Bonus Stock Award"). In determining the parties to whom Bonus Stock Awards
shall be granted  under the Plan and the number of shares of Common  Stock which
may be granted to such persons, the Committee or the Board of Directors,  as the
case may be,  shall  consider  the  duties of the  parties,  their  present  and
potential  contributions  to the  success  of the  Corporation,  and such  other
factors as the Committee or the Board of Directors  deems relevant in furthering
the  purposes  of the  granting  of such Bonus  Stock and the  interests  of the
Corporation. A party may receive more than one Bonus Stock Award under the Plan.

6. Bonus Stock Awards.

     (a) The  Committee  or the Board of  Directors,  as the case may be,  shall
determine for each party chosen to participate in the Plan  ("Participant")  the
number of shares of Common Stock to be covered by each Bonus Stock Award and the
installments, if any, in which the Bonus Stock will be granted.

     (b) The  Committee or the Board of  Directors  shall  determine  the terms,
conditions and  restrictions,  if any, to which such Bonus Stock or its issuance
will be  subject.  Any  restrictions  imposed  shall be  evidenced  by a written
agreement  executed by the  Participant.  Such agreement  shall also include any
terms and conditions required by applicable securities laws.

     (c) The Corporation shall deliver to the Participant on the date specified,
or as soon  thereafter as is  practicable,  the number of shares of Common Stock
specified in such Participant's Bonus Stock Award,  subject to and in accordance
with the Bonus Stock Award.

     (d) Bonus Stock  Awards  shall not be  transferable  other than by the last
will and testament of the holder of the Bonus Stock Award or the applicable laws
of descent and  distribution.  Bonus  Stock  Awards may not be  assigned,  sold,
transferred,  pledged,  hypothecated  or  disposed  of in any  way  (whether  by
operation of law or otherwise)  except to the extent  expressly  provided for in
the Plan and shall not be subject to execution, attachment or similar process.

7. Dilution and Other Adjustments.

     In the event of any change in the  outstanding  Common  Shares by reason of
any  stock   dividend  or  split,   recapitalization,   merger,   consolidation,
reorganization,  combination  or  exchange of shares of Common  Stock,  or other
similar corporate change,  the Committee or the Board of Directors,  as the case
may be, shall make such  adjustments  as it, in its absolute  discretion,  deems
equitable in the number of kind of shares of Common Stock authorized by the Plan
and, with respect to  outstanding  shares of Common Stock covered by Stock Bonus
Awards but not yet issued, in the number of kind of stock covered by Stock Bonus
Awards made under the Plan.

8. Termination and Amendment of the Plan.

     Unless  sooner  terminated,   as  hereinafter  provided,  this  Plan  shall
terminate at 11:59 p.m. on October 31, 2012, and no Bonus Stock shall be granted
hereunder  after that date.  The Board of Directors  may terminate or amend this
Plan at any time without notice,  or make such  modifications of this Plan as it
shall deem advisable. No termination,  amendment or modification of the Plan may
adversely  affect the rights of any party to whom a Bonus  Stock  Award has been
made without such party's consent.

9. Indemnification.

     In addition  to such other  rights of  indemnification  as they may have as
directors or as members of the  Committee,  the members of the Committee and the
Board  of  Directors  shall  be  indemnified  by  the  Corporation  against  the
reasonable expenses, including attorney's fees actually and necessarily incurred
in  connection  with  the  defense  of any  action,  suit or  proceeding,  or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any Bonus Stock Award granted  thereunder,  and against all amounts paid
by them in settlement  thereof (provided that such settlement is approved by the
Corporation)  or paid by them in  satisfaction of a judgment in any such action,
suit or  proceeding,  except  in  relation  to  matters  as to which it shall be
adjudicated in such action,  suit or proceeding  that such  Committee  member or
director,  as the case may be, is liable for  negligence  or  misconduct  in the
performance of his duties; provided that within 10 days after institution of any
such action, suit, or proceeding a Committee member or director, as the case may
be, shall offer the Corporation in writing the opportunity,  at its own expense,
to handle and defend the same.

10. Effectiveness of the Plan.

     The Plan shall become effective on November 1, 2002.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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