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<SEC-DOCUMENT>0000355019-05-000017.txt : 20050718
<SEC-HEADER>0000355019-05-000017.hdr.sgml : 20050718
<ACCEPTANCE-DATETIME>20050715190111
ACCESSION NUMBER:		0000355019-05-000017
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20050718
DATE AS OF CHANGE:		20050715
EFFECTIVENESS DATE:		20050718

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FONAR CORP
		CENTRAL INDEX KEY:			0000355019
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				112464137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-126658
		FILM NUMBER:		05958176

	BUSINESS ADDRESS:	
		STREET 1:		110 MARCUS DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		6316942929

	MAIL ADDRESS:	
		STREET 1:		110 MARCUS DRIVE
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8body.txt
<TEXT>
     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

<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, 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.

<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 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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>ex05s8.txt
<TEXT>
                                   EXHIBIT 5

                       OPINION OF COUNSEL RE:  LEGALITY


                                 July 15, 2005

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:
3,000,000 shares of the Company's Common Stock which may be issued pursuant to
the Company's 2005 Supplemental 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 2005 Supplemental 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>3
<FILENAME>x231.txt
<TEXT>
EXHIBIT 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated September 14, 2004 on our audits of the
consolidated financial statements of Fonar Corporation and Subsidiaries as of
June 30, 2004 and 2003 and for each of the three years in the period ended June
30, 2004.

                           /s/ Marcum & Kliegman LLP
                           Marcum & Kliegman LLP

New York, New York
July 14, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<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>5
<FILENAME>x99.txt
<TEXT>
                                 EXHIBIT 99.1

                       2005 SUPPLEMNTAL 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
3,000,000 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 July 14, 2005, and Bonus Stock awarded under the Plan must be
issued no later than July 13, 2015.

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 July 13, 2015, 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 July 14, 2005.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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