As filed with the Securities and Exchange Commission on
August 29, 1997
Securities Act Registration No. 33-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SDC INTERNATIONAL,
(Exact name of registrant as specified in its charter)
Delaware 75-2583767
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
2065 Montgomery Street Fort Worth, TX 76107
(Address of principal executive offices) (Zip Code)
SDC INTERNATIONAL, INC. 1997 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Ronald A. Adams, Copies to:
President & Chief Executive Officer Joel Bernstein, Esquire
SDC INTERNATIONAL, INC.
2065 Montgomery Street 9701 Biscayne Boulevard
Fort Worth, TX 76107 Miami, FL 33138
(Name & address of agent for service)
(305) 751-3008
(Telephone number, including area code, of agent for service)
(CALCULATION OF REGISTRATION FEE)
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Amount Offering Aggregate Amount of
Title of securities To be Price Offering Registration
to be registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, 750,000 $2.00 $1,500,000 $454.55
$0.001 par value shares
</TABLE>
* Estimated for calculation of registration fee only, pursuant to Rule
457(h)(1), calculated on the basis of the book value of the Company, as
included in the Company's Form 10-QSB for the three month period ended May 31,
1997, as filed with the Securities and Exchange Commission.
In addition, pursuant to Rule 416(c) promulgated under the
Securities Act of 1933, this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to the SDC
INTERNATIONAL, INC. 1997 Nonqualified Stock Option Plan described herein.
This Form S-8 consists of 17 pages.
Exhibits are indexed beginning at page 6.
<PAGE>
PART II. INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated into this
Registration Statement by reference:
(1) The Company's latest Annual Report on Form 10-KSB for the fiscal
year ended August 31, 1996, (the "Annual Report"), filed pursuant to Section
13 of the Exchange Act;
(2) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the annual report referred to in (1), above.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into 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 to be
incorporated herein by reference 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 other subsequently filed document which also is or
is deemed to be incorporated herein by reference 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 4. Description of Securities.
The Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that the
Company will indemnify any officer or director to the full extent permitted by
law.
Insofar as indemnification for liabilities arising under the Act may be
permitted to officers and directors of the Company pursuant to the foregoing
provisions or otherwise, the Company understands that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and therefore unenforceable, In the event that
a claim for indemnification for such liabilities (other than the payment by
the Company of expenses paid by a director or officer of the Company in the
successful defense of any action, suit or proceeding) is asserted by an
officer or director for liabilities arising under the Act, the Company will
(unless the question has already been determined by a precedent deemed to be
controlling), submit to a court of appropriate jurisdiction the question
whether or not indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No.
4.1SDC INTERNATIONAL, INC. 1997 Nonqualified Stock Option Plan
5Opinion of Joel Bernstein, Esquire, regarding legality of the securities
covered by this Registration Statement.
24.1The consent of Joel Bernstein, Esquire, counsel for the Company, to the
use of his opinion with respect to the legality of the securities covered by
this Registration Statement and to the references to such counsel in this
Registration Statement is contained in such opinion filed as Exhibit 5 to this
Registration Statement.
24.2Consent of Scarano & Tomaro, independent auditors.
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 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 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 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 out of 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
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<PAGE>
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 to 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.
4
<PAGE>
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 Fort
Worth, State of Texas, on August 29, 1997.
SDC INTERNATIONAL, INC.
By:/s/ Ronald A. Adams
Ronald A. Adams, President,
Chief Executive Officer
and Director
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 date indicated.
Signatures and Capacities:
August 29, 1997 /s/ Ronald A. Adams
Ronald A. Adams, President, Chief
Executive Officer, and Director
August 29, 1997 /s/ H. S. Green, Jr.
H. S. Green, Jr., Secretary and
Director
Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas on August 29, 1997.
SDC INTERNATIONAL, INC. 1997
NONQUALIFIED STOCK OPTION PLAN
By: /s/ Ronald A. Adams
Ronald A. Adams, Plan Administrator
5
<PAGE>
EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No. Page
4.1 SDC INTERNATIONAL, INC. 1997 Nonqualified
Stock Option Plan 7
5 Opinion of Joel Bernstein, Esquire
regarding legality of the securities
covered by this Registration Statement. 13
24.1 The consent of Joel Bernstein, Esquire,
legal counsel for the Company, -
to the use of his opinion with respect
to the legality of the securities covered
by this Registration Statement and to the
references to such counsel in this
Registration Statement is contained in
such opinion filed as Exhibit 5 to this
Registration Statement.
24.2 Consent of Scarano & Tomaro,
independent auditors. 16
- -----------------------------
6
<PAGE>
SDC INTERNATIONAL, INC.
-----------------------------------
EXHIBIT 4.1
-----------------------------------
SDC INTERNATIONAL, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN
-----------------------------------
7
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SDC INTERNATIONAL, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Stock Option Plan (the "Plan") is
to advance the interests of the SDC INTERNATIONAL, INC., a Delaware
corporation ("SDC") and any Subsidiaries, as hereinafter defined of SDC (SDC
and Subsidiaries collectively referred to as the "Corporation"), by providing
an additional incentive to attract and retain qualified and competent persons
who are key employees, consultants, representatives, officers and directors of
the Corporation upon whose efforts and judgment the success of the
Corporation is largely dependent, and to provide an incentive for other
Companies to enter into a Consulting Agreement with the Corporation, through
the encouragement of stock ownership in the Corporation, by such persons.
Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation if, at the time
the Option is granted, each of the corporations other than the last
corporation in the unbroken chain owns 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
2. Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this Plan, the Board of Directors (the "Board") or
the Stock Option Committee (the "Stock Option Committee") of the Corporation
is hereby authorized to issue from time to time on the Corporation's behalf
to any one or more Eligible Persons, as hereinafter defined, non-qualified
stock (Options) options to acquire shares of the Corporation's $.001 per
value Common Stock (the "Stock").
3. Amount of Stock. The aggregate number of shares of
Stock which may be purchased pursuant to the exercise of Options
shall be 750,000 shares. If an Option ceases to be exercisable,
in whole or in part, the shares of Stock underlying such Option
shall continue to be available under this Plan. Further, if shares of Stock
are delivered to the Corporation as payment for shares of Stock purchased by
the exercise of an Option granted under this Plan, such shares of Stock shall
also be available under this Plan. If there is any change in the number of
shares of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares Stock, or otherwise, the number of shares of Stock available for
purchase upon the exercise of Options, the shares of Stock subject to any
Option and the exercise price of any outstanding Option shall be appropriately
adjusted by the Board or the Stock Option Committee. The Board or the Stock
Option Committee shall give notice of any adjustments to each Eligible Person
granted an Option under this Plan, and such adjustments shall be effective and
binding on all Eligible Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of outstanding Stock
receive something other than shares of Stock then, upon exercise of an Option,
the Eligible Person will receive what the holder would have owned if the
holder had exercised the Option immediately before the first such corporate
event and not dispose of anything the holder received as a result of the
corporate event.
4. Eligible Persons. An Eligible Person means (i) any
individual who is employed by the Corporation, (ii) any director of the
Corporation or any Subsidiary of the Corporation, (iii) any consultant or
representative of the Corporation or any Subsidiary of the Corporation, or
(iv) any Company that is a party to a Consulting Agreement with the
Corporation.
5. Grant of Options. The Board or the Stock Option
Committee has the right to issue the Options established by this
Plan to Eligible Persons. The Board or the Stock Option Committee shall
follow the procedures prescribed for it elsewhere in this Plan. A grant of
Options shall be set forth in writing signed on behalf of the Corporation or
by a majority of the members of the Stock Option Committee. The writing shall
the terms which govern the Option. The terms shall be determined by the Board
or the Stock Committee, and may include, among other terms, the number of
shares of Stock that may be acquired pursuant to the exercise of the Options,
when the Options may be exercised, the period for which the Option is granted
and including the expiration date, the effect on the Options if the Eligible
Person terminates employment and
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<PAGE>
whether the Eligible Person may deliver shares of Stock or property to pay for
the shares of Stock to be purchased by the exercise of the Option. However,
no term shall be set forth in the writing which is inconsistent with any of
the terms of this Plan. The terms of an Option granted to an Eligible Person
may differ from the terms of an Option granted to another Eligible Person, and
may differ from the terms of an earlier Option granted to the same Eligible
Person.
6. Option Price. The Option price per share shall be
determined by the Board or the Stock Option Committee at the time any Option
is granted, and may be less than fair market value of the Corporation's shares
of Common Stock. Fair market value as used herein shall be:
a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of
Stock on such exchange or over-the-counter market on which such shares shall
be traded on that date, or if such exchanges or over-the-counter market is
closed or if no shares shall have traded on such a date, on the last preceding
date on which such shares shall have traded.
b) If shares of Stock shall not be traded on an
exchange or over-the-counter market, the value as determined by a recognized
appraiser as selected by the Board or the Stock Option Committee.
7. Purchase of Shares.
(a) An Option shall be exercised by the tender to the
Corporation of the full purchase price of the Stock with respect to which the
Option is exercised and written notice of the exercise. The purchase price of
the Stock shall be in United States dollars, payable in cash or by check, in
property, the Corporation stock, or cashless exercise if so permitted by the
Board or the Stock Option Committee in accordance with the discretion granted
in Paragraph 6 hereof, having a value equal to such purchase price.
(b) The Corporation shall not be required to issue or
deliver any certificates for shares of Stock purchased upon the
exercise of an Option prior to (i) If requested by the Corporation, the filing
with the Corporation by the Eligible Person of a representation in writing
that it is the Eligible Person's then present intention to acquire the Stock
being purchased for investment and not for resale, and/or (ii) the completion
of any registration, exemption or other qualification of such shares under any
securities, governmental or regulatory body, which the Corporation shall
determine to be necessary or advisable.
8. Stock Option Committee. The Stock Option Committee may be
appointed from time to time by the Corporation's Board of Directors. The
Board may from time to time remove members from or add members
to the Stock Option Committee. The Stock Option Committee shall be
constituted so as to permit the Plan to comply in all respects with the
provisions set forth in Paragraph 21 herein. The Board shall appoint a
member of the Stock Option Committee to act as its chairman.
The Stock Option Committee shall hold its meetings at such times and places as
its chairman shall determine. A majority of the Stock Option Committee's
Members present in person shall constitute a quorum for the transaction of
business. All determinations of the Stock Option Committee will be made by
the majority vote of the members constituting the quorum. The members may
participate in a meeting of the Stock Option Committee by conference telephone
or similar communications equipment by means of which all members
participating in the meeting can hear each other. Participating in a meeting
in that manner will constitute presence in persons at the meeting. Any
decision or determination reduced to writing and signed by all members of the
Stock Option Committee will be effective as if it had been made by a majority
vote of all members of the Stock Option Committee at a meeting which is duly
called and held.
9. Administration of Plan. In addition to granting
Options and to exercising the authority granted to it elsewhere in this Plan,
the Board or the Stock Option Committee is granted the full right and
authority to interpret and construe the provisions of this Plan, promulgate,
amend and rescind rules and procedures relating to the implementation of the
Plan and to make all other determinations necessary or
9
<PAGE>
advisable for the administration of the Plan. All determinations made by the
Board or the Stock Option Committee shall be final, binding and conclusive on
all persons including the Eligible Person, the Corporation and its
stockholders, employees, officers and directors and consultants. No member of
the Board or the Stock Option Committee will be liable for any act or omission
in connection with the administration of this Plan unless it is attributable
to that member's willful misconduct.
10. Determination of Value and Fair Market Value. In
grating Options under this Plan, the Board or the Stock Option
Committee shall make a good faith determination as to the value and fair
market value of the Stock at this time of granting the Option.
11. Restrictions on Issuance of Stock. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted
in accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such
exercise it is his or her then present intention to acquire the shares of
Stock for investment and not with a view to, or for sale in connection with,
any distribution thereof; except that, in the case of a legal representative
of an Eligible Person, distribution shall be defined to exclude distribution
by will or under the laws of descent and distribution. Prior to issuing any
shares of Stock pursuant to the exercise of an Option, the Corporation shall
take such steps as it deems necessary to satisfy any withholding tax
obligations imposed upon it by any level of government.
12. Exercise in the Event of Death or Termination of
Employment.
(a) If an optionee shall die (i) while an employee of
the Corporation or a Subsidiary or (ii) after termination of his
employment with the Corporation or a Subsidiary because of his
disability, or retirement or otherwise, his Options may be
exercised, to the extent that the optionee shall have been entitled to do so
on the date of his death or such termination of employment, by the person or
persons to whom the optionee's right under the Option pass by will or
applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time. In the event of
termination of employment because of death while an employee, his Options may
be exercised not later than the expiration date specified in Paragraph 5 or
six months after the optionee's death, whichever date is earlier, or in the
event of termination of employment because of retirement or otherwise, no
later than the expiration date specified in Paragraph 5 hereof or ninety (90)
days after the optionee's death, whichever date is earlier.
(b) If an optionee's employment by the Corporation or a Subsidiary
shall terminate because of his disability and such optionee has not died
within the following three months, he may exercise his Options, to the extent
that he shall have been entitled to do so at the date of the termination of
his employment, at any time, or from time to time, but no later than the
expiration date specified in Paragraph 5 hereof or six months after
termination of employment, whichever date is earlier.
(c) If an optionee's employment shall terminate with the consent of
the Board or the Stock Option Committee or involuntarily other than by
termination for cause, and such optionee has not died within the following
three months, he may exercise his Option to the extent he shall have been
entitled to do so at the date of the termination (as described in this
Paragraph) of his employment, at any time and from to time, but not later than
the expiration date specified in Paragraph 5 hereof or thirty (30) Days after
termination of employment, whichever date is earlier. For purposes of this
Paragraph 12, termination for cause shall mean termination of employment by
reason of the optionee's commission of a felony, fraud or willful misconduct
which has resulted, or is likely to result, in substantial and material damage
to the Corporation or a Subsidiary, all as the Board or the Stock Option
Committee in its sole discretion may determine.
10
<PAGE>
(d) If an optionee's employment shall terminate for any reason
other than death, disability, retirement or otherwise as set forth in
Paragraphs 13(a)-(c) hereof, all right to exercise his Options shall terminate
on the date of such termination of employment.
13. Exercise in the Event of Termination of Consulting
Agreement. If an optionee is granted options under a Consulting Agreement and
that Consulting Agreement is terminated, the optionee's Options may be
exercised, to the extent that the optionee shall have been entitled to do so,
on the date of termination. All right to exercise the optionee's Options
shall be terminated on the day following the termination of the Consulting
Agreement.
14. Corporate Events. In the event of the proposed
dissolution or liquidation of the Corporation, a proposed sale of all or
substantially all of the assets of the Corporation, a merger or tender for the
Corporation's shares of Common Stock, the Board of Directors may declare that
each Option granted under this Plan shall terminate as of a date to be fixed
by the Board of Directors; provided that not less than thirty (30) days
written notice of the date so fixed shall be given to each Eligible Person
holding an Option, and each such Eligible Person shall have the right, during
the period of thirty (30) days preceding such termination, to exercise his
Option as to all or any part of the shares of Stock covered thereby, including
shares of Stock as to which such Option would not otherwise be exercisable.
Nothing set forth herein shall extend the term set for purchasing the shares
of Stock set forth in the Option.
15. No Guarantee of Employment. Nothing in this Plan or in any
writing granting an Option will confer upon any Eligible Person the right to
continue in the employ of the Eligible Person's employer, or will interfere
with or restrict in any way the right of the Eligible Person's employer to
discharge such Eligible Person at any time for any reason whatsoever, with or
without cause.
16. Non-transferability. No Option granted under the Plan shall be
transferable except by will and the laws of interstate. During the lifetime
of the optionee, an Option shall be exercisable only by the holder thereof.
17. No Rights as Stockholder. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.
18. Amendment and Discontinuance of Plan. The Corporation's Board of
Directors may amend , suspend or discontinue this Plan at any time. However,
no such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. The Board of Directors may
modify the Plan, as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws
treatment of Eligible Persons and the Plan.
19. Compliance With Other Laws and Regulations. The Plan, the grant
and exercise of Options thereunder, and the obligation of the Corporation to
sell and deliver Stock under such options, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by an
government or regulatory agency as may be required. The Corporation shall not
be required to issue or deliver any certificates for shares of Stock prior to
(a) the listing of such shares on any stock exchange or over-the-counter
market on which the Stock may then be listed and (b) the completion of any
registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any government body which the Corporation
shall, in its sole discretion, determine to be necessary or advisable.
Moreover, no Option may be exercised if its exercise or the receipt of Stock
pursuant thereto would be contrary to applicable laws.
20. Name. The Plan shall be known as the SDC INTERNATIONAL, INC.,
1997 Non-Qualified Stock Option Plan.
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21. Notices. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation or the Committee shall be sent to it at its office, 2065
Montgomery Street, Fort Worth, Texas 76107, subject to the right of either
party to designate at any time hereafter in writing some other address,
facsimile number or person to whose attention such notice shall be sent.
22. Headings. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and
shall not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.
23. Effective Date. This Plan, the SDC INTERNATIONAL, INC., 1997
Non-Qualified Stock Option Plan, was adopted by the Board of Directors of the
Corporation on August 28, 1997. The
effective date of the Plan shall be the same date.
Dated as of August 28, 1997.
SDC INTERNATIONAL, INC.
By: /s/Ronald A. Adams
Ronald A. Adams, President
12
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SDC INTERNATIONAL, INC.
---------------------------------
EXHIBITS 5 AND 24.1
---------------------------------
OPINION OF JOEL BERNSTEIN, ESQUIRE
---------------------------------
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Exhibit 5
Law Offices
JOEL BERNSTEIN
Area Code 305
P.O. Box 330072 Telephone: 751-3008
Miami, Florida 33233 Facsimile: 751-4928
September 2, 1997
SDC International, Inc.
1530 North Lake Way
Palm Beach, FL 33480
Gentlemen:
I have acted as special counsel to SDC International, Inc., a Delaware
corporation (the "Corporation"), in connection with the offering of 750,000
shares of Common Stock pursuant to stock option plan. The shares are being
registered pursuant to Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Registration Statement).
Please be advised that I am of the opinion that the Corporation's Common
Stock has been duly authorized by the Corporation, and when sold in
accordance with the Plan, will be validly issued by the Corporation, fully
paid and non-assessable.
I consent to the use of my name in the Registration Statement in the section
of the Prospectus entitled "Legal Matters" and the filing of this letter as an
exhibit to the Registration Statement.
Your very truly,
/s/Joel Bernstein
Joel Bernstein
JB:jk
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SDC INTERNATIONAL, INC.
-----------------------------------
EXHIBIT 24.2
-----------------------------------
CONSENT OF SCARANO & TOMARO
-----------------------------------
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SCARANO & TOMARO, P.C. 125 Michael Drive, Suite 101
Certified Public Accountants Syossett, New York 11791
& Consultants 516-364-0300 Fax:516-364-3003
Member of the SEC Practice
Section, AICPA Division for
CPA Firms
SDC International, Inc.
2065 Montgomery Street
Fort Worth, TX 76107
As independent certified public accountants, we hereby consent to the
corporation by reference in this Registration Statement on Form S-8 of our
report dated January 3, 1997 appearing in SDC International, Inc.'s Annual
Report on Form 10-KSB for the year ended August 31, 1996.
/s/Scarano & Tomaro, P.C.
Scarano & Tomaro, P.C.
Syossett, New York
September 3, 1997
17
