SCHICK TECHNOLOGIES INC, S-1/A, 1997-06-05

SCHICK TECHNOLOGIES INC
S-1/A, 1997-06-05
X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1997

REGISTRATION NO. 333-27035

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SCHICK TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 3844 11-3374812
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NUMBER)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
</TABLE>

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31-00 47TH AVENUE
LONG ISLAND CITY, NEW YORK 11101
(718) 937-5765
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

DAVID B. SCHICK
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
SCHICK TECHNOLOGIES, INC.
31-00 47TH AVENUE
LONG ISLAND CITY, NEW YORK 11101
(718) 937-5765
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

------------------------

Copies to:

M. RIDGWAY BARKER, ESQ. BARBARA L. BECKER, ESQ.
KELLEY DRYE & WARREN LLP CHADBOURNE & PARKE LLP
TWO STAMFORD PLAZA 30 ROCKEFELLER PLAZA
281 TRESSER BOULEVARD NEW YORK, NEW YORK 10112
STAMFORD, CONNECTICUT 06901 (212) 408-5100
(203) 324-1400

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. / /

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SCHICK TECHNOLOGIES, INC.

CROSS-REFERENCE SHEET

SHOWING LOCATION IN THE REGISTRATION STATEMENT OF
INFORMATION REQUIRED BY ITEMS IN PART I OF FORM S-1

<TABLE>
<CAPTION>
FORM S-1 LOCATION IN THE REGISTRATION
ITEM NUMBER AND HEADING STATEMENT
---------------------------------------- ------------------------------------
<S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of Outside Front Cover Page
Prospectus............................

2. Inside Front and Outside Back Cover
Pages of Prospectus................... Outside Back Cover Page; Additional
Information

3. Summary Information and Risk Factors.... Prospectus Summary; The Company;
Risk Factors

4. Use of Proceeds......................... Prospectus Summary; Risk Factors;
Use of Proceeds

5. Determination of Offering Price......... Outside Front Cover Page; Risk
Factors; Underwriting

6. Dilution................................ Risk Factors; Dilution

7. Selling Security Holders................ Not Applicable

8. Plan of Distribution.................... Outside Front Cover Page;
Underwriting

9. Description of Securities to be
Registered............................ Outside Front Cover Page; Prospectus
Summary; Risk Factors; Dividend
Policy; Description of Capital
Stock; Shares Eligible For Future
Sale; Management

10. Interests of Named Experts and
Counsel............................... Legal Matters; Experts

11. Information with Respect to the
Registrant

(a) Description of Business............. Prospectus Summary; The Company;
Business

(b) Description of Property............. Business

(d) Market Price of and Dividends on the
Registrant Stockholder Matters.... Dividend Policy; Description of
Capital Stock

(e) Financial Statements................ Index to Financial Statements

(f) Selected Financial Data............. Prospectus Summary; Selected
Financial Data; Management's
Discussion and Analysis of
Financial Condition and Results of
Operations

(g) Supplementary Financial
Information....................... Prospectus Summary; Summary
Financial Data; Management's
Discussion and Analysis of
Financial Condition and Results of
Operations

(h) Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... Management's Discussion and Analysis
of Financial Condition and Results
of Operations

(i) Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure.............. Not Applicable

(j) Directors and Executive Officers.... Management

(k) Executive Compensation.............. Management

(l) Security Ownership of Certain
Beneficial Owners and
Management........................ Risk Factors; Principal
Stockholders; Shares Eligible For
Future Sale

(m) Certain Relationships and Related
Transactions...................... Certain Transactions

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities........................... Part II--Item 17
</TABLE>

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.

SUBJECT TO COMPLETION, DATED JUNE 5, 1997

PROSPECTUS

1,750,000 SHARES

[LOGO]

SCHICK TECHNOLOGIES, INC.
COMMON STOCK

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All of the shares (the 'Shares') of Common Stock offered hereby (the
'Offering') are being sold by Schick Technologies, Inc. (the 'Company'). Prior
to the Offering, there has been no public market for the Common Stock. It is
currently estimated that the initial public offering price per share will be
between $15.00 and $17.00 per share. See 'Underwriting' for a list of the
factors to be considered in determining the initial public offering price. The
Company has applied for listing the Common Stock on the Nasdaq National Market
under the symbol 'SCHK.'

---------------------

THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE 'RISK FACTORS' BEGINNING ON PAGE 7.

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
PER SHARE..... $ $ $
TOTAL(3)...... $ $ $
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the 'Securities Act'). See 'Underwriting.'

(2) Before deducting expenses of the Offering payable by the Company, estimated
at $ .

(3) The Company has granted the Underwriters a 30-day option to purchase up to
262,500 additional shares of Common Stock on the same terms and conditions
set forth above, solely to cover over-allotments, if any. If such option is
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ and $ ,
respectively. See 'Underwriting.'

---------------------

The shares of Common Stock offered by this Prospectus are offered by the
Underwriters, subject to prior sale, to withdrawal, cancellation or modification
of the offer without notice, to delivery to and acceptance by the Underwriters
and to certain further conditions. It is expected that delivery of certificates
representing the shares of Common Stock will be made at the offices of Lehman
Brothers Inc., New York, New York, on or about , 1997.

---------------------

LEHMAN BROTHERS

J.P. MORGAN & CO.

PACIFIC GROWTH EQUITIES, INC.

, 1997

<PAGE>

[INSIDE FRONT COVER]
COVER 2

[Graphics depicting the principal components of the CDR(Trademark)
system and showing the CDR(Trademark) system in use in a dentist's
office].

[Caption: Schick Technologies, Inc.]

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF SHARES OF COMMON STOCK FOLLOWING THE
PRICING OF THE OFFERING TO COVER A SYNDICATE SHORT POSITION IN THE COMMON STOCK
OR FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE COMMON STOCK AND THE
IMPOSITION OF PENALTY BIDS.

<PAGE>

[INSIDE FRONT COVER]
COVER 3

[Graphics depicting the CDR(Trademark) System and CDR(Trademark)
intra-oral sensors].

[Captions: Sensors by Schick. Intraoral CDR(Trademark) sensors
correspond to three standard sizes of conventional x-ray film to suit a
variety of needs. Computer Dental Radiography (CDR(Trademark)) System.
Instantly produces full-sized, high resolution dental x-rays on a color
computer monitor without film or chemical development and with up to 90% less
radiation than conventional x-rays].

<PAGE>

[INSIDE FRONT COVER]
COVER 4

[Graphics depicting the CDR(Trademark) System and CDR(Trademark)
intra-oral sensors].

[Captions: The accuDEXA bone mineral density measurement system. The
low-cost, easy-to-use and highly precise diagnostic tool that instantly
measures bone mineral density. (Pending FDA 510(k) pre-marketing clearance).
CDRCam(Trademark). The innovative intraoral camera which fully integrates
with the CDR(Trademark) system].

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by and should be read in
conjunction with the more detailed information and financial statements,
including the accompanying notes, appearing elsewhere in this Prospectus. Unless
otherwise indicated or required by the context, references to the 'Company' mean
Schick Technologies, Inc. and its predecessors and subsidiary and references to
a fiscal year mean the fiscal year ended March 31 of the same calendar year.
Unless otherwise indicated, all information in this Prospectus (i) assumes no
exercise of the over-allotment option granted to the Underwriters and (ii) gives
effect to the formation of a holding company, the change of the state of
incorporation of the Company, the adoption of the Company's Amended and Restated
Certificate of Incorporation (the 'Certificate of Incorporation') and By-Laws
(the 'By-Laws'), and the 2.8 for 1 stock exchange effected on June 4, 1997, all
as described under 'The Company.' For a discussion of considerations relevant to
an investment in the common stock, $.01 par value per share (the 'Common
Stock'), see 'Risk Factors.'

THE COMPANY

Schick Technologies, Inc. designs, develops and manufactures innovative
digital radiographic imaging systems and devices for the dental and medical
markets. The Company's products, which are based on proprietary digital imaging
technologies, create instant high resolution radiographs with reduced levels of
radiation. In the field of dentistry, the Company has developed, and currently
manufactures and markets, the leading intra-oral digital radiography system. The
Company has also developed an inexpensive and easy to operate bone mineral
density ('BMD') measurement device to assist in the diagnosis of osteoporosis.
This device is scheduled for introduction in the second half of 1997, pending
marketing clearance by the United States Food and Drug Administration (the
'FDA'), and will be sold for use in primary care physicians' offices. In
addition, the Company is developing large-area radiographic imaging products for
digital mammography, additional medical applications and selected industrial
markets using its proprietary technology.

The Company's CDR(Trademark) computed dental radiography imaging system was
introduced in March 1994 and has become the leading product in its field. As of
March 31, 1997, the Company had sold over 3,200 CDR(Trademark) systems for use
in dental offices, hospitals and universities. The CDR(Trademark) system
produces instant, full size, high resolution dental x-ray images on a color
computer monitor, without film or the need for chemical development, and with a
radiation dose that is approximately 10% of that required for conventional x-ray
film. The CDR(Trademark) system uses an intra-oral sensor to capture the x-ray
image. Once captured, the x-ray image is transmitted to a computer where it is
permanently stored as part of the patient's x-ray records and can be analyzed
using diagnostic software developed by the Company. The Company's
CDRCam(Trademark), an intra-oral camera which fully integrates with the
CDR(Trademark) system, was introduced in early 1997. The Company believes that

the potential market for dental digital radiography products exceeds $4 billion.

The Company believes that its accuDEXA(Trademark) device measures BMD more
quickly, accurately and easily than any comparable BMD measurement device
currently on the market, with a minimal radiation dosage. The device is a highly
precise point-of-treatment diagnostic tool for use in the primary care
physician's office as part of a patient's regular physical examination. In
connection with the development of accuDEXA(Trademark), the Company entered into
an agreement with Merck & Co., Inc. ('Merck') pursuant to which Merck agreed to
provide the

<PAGE>

Company with financing and to develop certain clinical protocols. See
'Business--Merck Agreement.' The Company filed its 510(k) application with the
FDA in May 1997 and, pending FDA marketing clearance, the Company plans to
introduce this product in the second half of 1997. The Company believes that the
potential market for the accuDEXA(Trademark) exceeds $2 billion in the United
States.

The Company is developing a digital mammography sensor which it believes
will offer high quality diagnostic capability at a substantially lower cost than
other available devices. The Company intends to produce an 8 x 8 cm 'spot'
mammography sensor prototype by the end of 1997, and, subsequently, a 24 x 30 cm
'full field' sensor. The Company is also developing digital imaging products for
additional medical and industrial applications.

The Company's CDR(Trademark) dental products are sold in the United States,
via its direct sales force, and abroad, via independent regional distributors.
The Company has also entered into an original equipment manufacturer ('OEM')
sales agreement with Henry Schein Inc. ('HSI'), pursuant to which HSI will sell
the CDR(Trademark) system under its own trade name. The Company intends to sell
accuDEXA(Trademark) through a direct sales force and established independent
distributors and manufacturers of medical and radiological equipment. The
Company has entered into an OEM sales agreement with Norland Medical Systems,
Inc. ('Norland'), by which Norland will sell accuDEXA(Trademark) under its own
trade name. The Company intends to sell its mammography devices through
established manufacturers in the mammography market. See 'Business--Sales and
Marketing.'

The Company's products are based on its proprietary enhanced charged
coupled device ('CCD') and active pixel sensor ('APS') imaging technologies. The
Company's CDR(Trademark) system is made using an enhanced, low-cost, large-area,
high resolution CCD device. APS allows the fabrication of large-area imaging
devices with high resolution at a fraction of the cost of traditional
technologies. APS technology was originally developed by the Jet Propulsion
Laboratory at the California Institute of Technology ('Cal Tech'), and is
licensed to the Company for a broad range of health care applications. See
'Business--Patents, Trade Secrets and Proprietary Rights.'

The Company's objective is to be the leading provider of high resolution,
low-cost digital radiography products. The Company plans to leverage its
technological advantage in the digital imaging field to penetrate a broad range
of diagnostic imaging markets. The Company believes that its proprietary
technologies and expertise in electronics, imaging software and advanced
packaging will enable it to compete successfully in these markets. Key elements
of the Company's strategy include (i) expanding market leadership in dental
digital radiography through expanded sales channels, further product
enhancements, and increased direct sales and marketing activities; (ii)
introducing accuDEXA(Trademark) to the bone densitometry market to aid in the
diagnosis of osteoporosis through a combination of OEM, direct sales and other
distribution channels; (iii) introducing new products based on patented and
proprietary APS technology for digital mammography, other medical applications
and industrial markets; and (iv) expanding international marketing channels for
existing and new products.

<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered................ 1,750,000 shares

Common Stock to be outstanding after
the Offering...................... 9,707,231 shares(1)

Use of proceeds..................... The Company intends to use the net proceeds
from the Offering to: (i) repay the
principal of the Merck Loan (as defined in
'Use of Proceeds') in the amount of
$1,512,833 and accrued interest thereon
which, at March 31, 1997, totaled $101,654;
(ii) expand its research and development
capabilities; and (iii) expand its
marketing and sales efforts. Any remaining
balance of the net proceeds will be applied
to working capital and general corporate
purposes. Pending such uses, the Company
intends to invest the net proceeds in
short-term, investment grade, interest
bearing securities. See 'Use of Proceeds.'

Proposed Nasdaq National Market
symbol............................ SCHK
</TABLE>

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(1) Excludes (i) 470,400 shares reserved for issuance upon the exercise of
options under the Company's 1996 Employee Stock Option Plan (the '1996
Employee Stock Option Plan'), under which options covering 74,953 shares
with a weighted average exercise price of $7.14 per share are outstanding,
(ii) 35,000 shares reserved for issuance upon the exercise of options under
the Company's 1997 Stock Option Plan for Non-Employee Directors (the
'Directors Stock Option Plan,' and together with the 1996 Employee Stock
Option Plan, the 'Option Plans'), (iii) 526,470 shares reserved for issuance
upon the exercise of warrants issued by the Company in 1996 (the 'Warrants')
with a weighted average exercise price of $8.31 per share and (iv) 56,000
shares reserved for issuance upon the exercise of options which were granted
prior to the implementation of the 1996 Employee Stock Option Plan at an
exercise price of $1.79 per share. See 'Management--1996 Employee Stock
Option Plan, --Directors Stock Option Plan' and 'Description of Capital
Stock--Warrants.'

<PAGE>

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------------------------------------------
1993 1994 1995 1996 1997
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(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue, net.................. $ -- $ 29 $ 2,726 $ 6,804 $ 16,101
Gross profit.................. -- 15 1,225 3,461 8,080
Operating expenses:
Selling and marketing....... -- 158 517 1,620 4,961
General and
administrative........... 166 121 560 1,388 2,088
Research and development.... 247 393 150 458 1,418
----------- --------- ---------- ---------- -----------
Total operating
expenses............... 413 672 1,227 3,466 8,467
----------- --------- ---------- ---------- -----------
Total other income
(expense)................ 2 1 (22) (108) 35
----------- --------- ---------- ---------- -----------

Net loss...................... $ (411) $ (656) $ (24) $ (113) $ (352)
----------- --------- ---------- ---------- -----------
----------- --------- ---------- ---------- -----------
Net loss per common
share(1)(2)................. $ (0.08) $ (0.10) $ -- $ (0.02) $ (0.04)
----------- --------- ---------- ---------- -----------
----------- --------- ---------- ---------- -----------
Weighted average number of
common shares
outstanding(1)(2)........... 4,891,784 6,370,095 7,050,798 7,219,385 8,124,787
----------- --------- ---------- ---------- -----------
----------- --------- ---------- ---------- -----------
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1997
---------------------------
ACTUAL AS ADJUSTED(3)
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<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents... $ 1,710 $ 25,536
Working capital............. 5,518 29,309
Total assets................ 11,060 34,851

Total liabilities........... 4,973 3,359
Stockholders' equity........ 6,087 31,492
</TABLE>

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(1) For information concerning the computation of net loss per share and
weighted average number of common shares outstanding, see Note 2 to the
financial statements.

(2) Reflects the restructuring and recapitalization effected on June 4, 1997,
described in Note 15 to the financial statements.

(3) As adjusted to give effect to (i) the sale of the Shares, net of expenses,
at an assumed initial public offering price of $16.00 per share and (ii) the
repayment of the Merck Loan in the principal amount of $1,512,833 and
accrued but unpaid interest thereon. See 'Use of Proceeds.'

<PAGE>

RISK FACTORS

An investment in the Shares involves a high degree of risk. Prospective
investors should consider carefully the following factors, in addition to the
other information included in this Prospectus, before purchasing any of the
Shares. Certain statements under 'Prospectus Summary,' 'Risk Factors,'
'Management's Discussion and Analysis of Financial Condition and Results of
Operations' and 'Business,' including statements regarding the anticipated
development and expansion of the Company's business, the markets in which the
Company's products are offered, anticipated capital expenditures and regulatory
reform, the intent, belief or current expectations of the Company, its directors
or its officers with respect to the Company's future financial performance and
other matters, and other statements regarding matters that are not historical
facts, are 'forward-looking' statements (within the meaning of the Private
Securities Litigation Reform Act of 1995). Such 'forward-looking' statements are
subject to various risks and uncertainties. Accordingly, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include, but are
not limited to, the factors set forth under 'Risk Factors' and 'Business.'

LIMITED OPERATING HISTORY; LOSSES FROM OPERATIONS

The Company began operations in 1992 and has a limited operating history.
The Company has sustained losses since its inception and had an accumulated
deficit at March 31, 1997 of $1.6 million. The Company may be subject to many
risks common to companies with limited operating histories, including reliance
on key personnel, a competitive environment and difficulty addressing
unanticipated problems, delays and expenses. There can be no assurance that the

Company will become profitable. Since its formation, the Company's operations
have required substantial capital.

DEPENDENCE ON CDR(TRADEMARK)

The Company's revenues are primarily generated from sales of its
CDR(Trademark) system and, to a lesser extent, the CDRCam(Trademark). There can
be no assurance that the CDR(Trademark) system or CDRCam(Trademark) will not be
rendered obsolete or inferior as a result of technological change, changing
customer needs or new product introductions, each of which would have a material
adverse effect on the Company. There can be no assurance that the Company's
competitors will not succeed in developing or marketing technologies and
products that are more commercially attractive than the CDR(Trademark) system or
CDRCam(Trademark). The Company's success will depend in part on its ability to
improve and enhance the CDR(Trademark) system and CDRCam(Trademark) in a timely
manner. While the Company is actively engaged in research and development to
improve and enhance the CDR(Trademark) system and CDRCam(Trademark), there can
be no assurance that the Company will be successful. The failure to enhance the
CDR(Trademark) system or CDRCam(Trademark) in a timely manner could have a
material adverse effect on the Company. See 'Business--Products; --Sales and
Marketing; --Overview of Company Technology; --Competition.'

DEPENDENCE ON DEVELOPING AND MARKETING NEW PRODUCTS AND ENHANCEMENTS TO EXISTING
PRODUCTS

The Company is currently developing new products for the dental and medical
markets. The Company has filed a 510(k) application with the FDA, seeking
approval for general use and marketing of accuDEXA(Trademark). Additionally, the
Company expects to file 510(k) applications with the FDA in connection with the
digital mammography sensors currently under development by the Company and other
future products. There can be no assurance that the Company will obtain
pre-market clearance for accuDEXA(Trademark), digital mammography sensors or any
other future products, or that in order to obtain 510(k) clearance, the Company
will not be required to submit additional data or meet additional FDA
requirements that may substantially delay the 510(k) process and result in
substantial additional expense. Moreover, such pre-marketing clearance, if
obtained, may be subject to conditions on the marketing or manufacturing of
accuDEXA(Trademark) which could impede the Company's ability to manufacture
and/or market the product. In addition, while the Company intends to distribute
accuDEXA(Trademark) pursuant to an OEM sales agreement with Norland and through
a direct sales force and other established independent distributors and
manufacturers of medical and radiological equipment, there can be no assurance
that the Company will be able to successfully develop any such distribution
channel. Furthermore, there can be no assurance that accuDEXA(Trademark) will be
accepted by physicians as an attractive alternative to BMD measurement devices
currently available. While the Company is actively engaged in research and
development to develop accuDEXA(Trademark) and other new products, there
can be no assurance that the Company will be successful in such

<PAGE>

endeavors. There can be no assurance that accuDEXA(Trademark) or any other
products to be developed by the Company will be approved by or receive marketing
clearance from applicable governmental authorities. If the Company is unable to
develop, obtain regulatory approval for and market new products and enhancements
to existing products, it will have a material adverse effect on the Company. See
'Business-- Products; --Sales and Marketing; --Overview of Company
Technology; --Competition.'

TECHNOLOGICAL CHANGE

The market for the Company's products is characterized by rapid and
significant technological change, evolving industry standards and new product
introductions. The Company's products require significant planning, design,
development and testing which require significant capital commitments and
investment by the Company. There can be no assurance that the Company's products
or proprietary technologies will not become uncompetitive or obsolete as a
result of technological change, evolving industry standards or new product
introductions or that the Company will be able to generate any economic return
on its investment in product development. If the Company's products or
technologies become uncompetitive or obsolete, it will have a material adverse
effect on the Company.

RELIANCE ON PATENTS AND PROPRIETARY TECHNOLOGY; RISK OF PATENT INFRINGEMENT

The Company currently has an issued United States patent for an 'Intra-Oral
Sensor For Computer Aided Radiography,' and an allowed United States patent
application for a 'Large Area Image Detector.' The Company also has one
additional patent application currently pending before the United States Patent
and Trademark Office (the 'PTO').

The Company is the licensee in certain fields of biomedical radiology of
certain patents, patent applications and other know-how related to APS
technology (collectively, the 'APS Technology'), which was developed by Cal
Tech. The Company has been advised by the licensor of the APS Technology that
the Company's rights to such technology are subject to government rights to use,
noncommercial educational rights to use by Cal Tech and the right of a third
party to obtain a nonexclusive license from Cal Tech with respect to such
technology. The Company believes that, as of the date of this Prospectus, except
for such third party's exercise of its right to obtain a nonexclusive license to
use APS Technology in a field other than biomedical radiology, none of the
foregoing parties have given notice of their exercise of any of their respective
rights to the APS Technology. There can be no assurance that this will continue
to be the case, and any such exercise could have a material adverse effect on
the Company.

There can be no assurance that any of the Company's patents, any of the
patents of which the Company is a licensee or any patents which may issue to the
Company or which the Company may license in the future, will provide the Company
with a competitive advantage or afford the Company protection against
infringement by others, or that the patents will not be successfully challenged
or circumvented by competitors of the Company.

The Company is also the owner of certain trade secrets, which it protects
by, among other things, entering into non-disclosure, confidentiality,
non-solicitation and non-competition agreements. However, there can be no
assurance that the duties imposed by these agreements, such as the duty to
maintain confidentiality and the duty not to compete, will not be breached, or
that such breaches will not have a material adverse effect on the Company. See
'Business--Patents, Trade Secrets and Proprietary Rights.'

There also can be no assurance that the technology practiced by the Company
will not infringe upon the patents of others. The Company's CDR(Trademark)
system is currently the subject of litigation regarding the patent rights of
others. See '--Litigation' and 'Business--Litigation.' In the event that any
such infringement claim is successful, there can be no assurance that the
Company would be able to negotiate with the patent holder for a license, in
which case the Company could be prevented from practicing the subject matter
claimed by such patent. In addition, there can be no assurance that the Company
would be able to redesign its products to avoid infringement. The inability of
the Company to practice the subject matter of patents claimed by others or to
redesign its products to avoid infringement could have a material adverse effect
on the Company.

<PAGE>

LITIGATION

The Company is a named defendant in two lawsuits instituted by Trophy
Radiologie, S.A. ('Trophy S.A.'). One lawsuit was instituted in France and the
other in the United States.

The French lawsuit was filed in November 1995, in the tribunal de Grande
Instance de Bobigny, the French patent court, and originally alleged that the
Company's CDR(Trademark) system infringes French Patent No. 2,547,495, European
Patent No. 129,451 and French Certificate of Addition No. 2,578,737. These
patents, all of which are related, are directed to a CCD-based intra-oral
sensor. Since filing its lawsuit, Trophy S.A. has withdrawn its allegation of
infringement with respect to the Certificate of Addition. Trophy S.A. is seeking
a permanent injunction and unspecified damages, including damages for its
purported lost profits. The Company believes that the lawsuit is without merit,
and is vigorously defending it. The Company is represented by a French barrister
and French patent counsel.

The lawsuit in the United States was filed in March 1996 by Trophy S.A.,
Trophy Radiology, Inc., a United States subsidiary of Trophy S.A. ('Trophy
Inc.') and the named inventor on the patent in suit, Francis Mouyen, a French
citizen. The suit was brought in the United States District Court for the
Eastern District of New York, and alleges that the Company's CDR(Trademark)
system infringes United States Patent No. 4,593,400 (the ' '400 patent'), which
is related to the patents in the French lawsuit. Trophy S.A., Trophy Inc. and
Mouyen are seeking a permanent injunction and unspecified damages, including
damages for purported lost profits, enhanced damages for the Company's purported
willful infringement and an award of attorney fees. The Company believes that
the lawsuit is without merit, and is vigorously defending it. The Company is
represented by United States intellectual property counsel, and has also
obtained a formal opinion of intellectual property counsel that the
CDR(Trademark) system does not infringe the '400 patent.

In addition, the Company has counter-sued Trophy S.A. and Trophy Inc. for
infringement of United States Patent No. 4,160,997, a recently expired patent
which was exclusively licensed to the Company by its inventor, Dr. Robert
Schwartz, and for false advertising and unfair competition. The Company believes
that its counter-suits are meritorious, and is vigorously pursuing them.

The Company has also been sued by Radworks Corp. ('Radworks') and the Board
of Regents of the University of Texas (the 'University of Texas'). That suit,
filed in December 1996 in the United States District Court for the Western
District of Texas, alleges that the Company's CDR(Trademark) system infringes
United States Patent No. 5,179,579 (the ' '579 patent'). The '579 patent is
directed to a display system for digital dental radiographs. Radworks and the
University of Texas are seeking a permanent injunction and unspecified damages,
including enhanced damages for the Company's purported willful infringement and
an award of attorney fees. The Company believes that the lawsuit is without
merit, and is vigorously defending it. The Company is represented by
intellectual property counsel and Texas local counsel, and has also obtained a
formal opinion of intellectual property counsel that the CDR(Trademark) system
does not infringe the '579 patent.

There can be no assurance that the Company will be successful in its
defense of any of these actions, or in its counter-suits. If the Company is
unsuccessful in its defense of any of these actions, it could have a material
adverse effect upon the Company. Moreover, regardless of their outcome, the
Company may be forced to expend significant amounts of money in legal fees in
connection with these lawsuits.

DEPENDENCE ON KEY SUPPLIERS; VOLATILITY OF SEMICONDUCTOR MARKET

Semiconductors are the most significant product components the Company
purchases. Since its inception, the Company has purchased virtually all of its
semiconductors principally from one supplier. The availability and price of
these components may be subject to change due to interruptions in production,
changing market conditions and other events. There can be no assurance that, if
the Company were to enter into agreements with other suppliers, such suppliers
would be able to deliver such semiconductors at an acceptable price or in a
timely manner. If the Company were unable to develop reasonably priced
alternative sources in a timely manner, or if the Company encountered delays or
other difficulties in the supply of such products and other materials from third

parties, there could be a material adverse effect on the Company. In past years,
semiconductors have been subject to significant price fluctuations. There can be
no assurance that the Company can mitigate the effect of future price increases
on its results of operations and financial condition. See
'Business--Manufacturing.'

<PAGE>

PRODUCT WARRANTIES

The Company generally warrants each of its products against defects in
materials and workmanship for a period of one year from the date of shipment.
Costs associated with product returns, including servicing and/or repair of
products, during the warranty period, as a percentage of total revenues during
fiscal 1997, were less than 5%. Should the Company experience an increase in
product returns, there could be material adverse effect on the Company by, among
other things, requiring additional expenditures for parts and personnel as well
as damaging the Company's reputation and goodwill.

REGULATORY AND LEGISLATIVE RISKS

The Company must obtain certain approvals by and marketing clearances from
governmental authorities, including the FDA and similar health authorities in
foreign countries, to market and sell its products in those countries. The FDA
regulates the marketing, manufacturing, labeling, packaging, sale and
distribution of 'medical devices,' as do various foreign authorities in their
respective jurisdictions. The FDA enforces additional regulations regarding the
safety of equipment utilizing x-rays. Various states also impose similar
regulations. The Company's CDR(Trademark) system is currently regulated by such
authorities and certain of the Company's new products, including
accuDEXA(Trademark), will require approval by or marketing clearance from
various governmental authorities, including the FDA.

The FDA review process typically requires extended proceedings pertaining
to the safety and efficacy of new products. A 510(k) application is required in
order to market a new or modified medical device. If specifically required by
the FDA, a pre-market approval ('PMA') may be necessary. Such proceedings, which
must be completed prior to marketing a new medical device, are potentially
expensive and time consuming. They may delay or hinder a product's timely entry
into the marketplace. Moreover, there can be no assurance that the review or
approval process for these products by the FDA or any other applicable
governmental authorities will occur in a timely fashion, if at all, or that
additional regulations will not be adopted or current regulations amended in
such a manner as will adversely affect the Company. The Company is also subject
to other federal, state and local laws, regulations and recommendations relating
to safe working conditions, laboratory and manufacturing practices. The extent
of government regulation that might result from any future legislation or
administrative action cannot be accurately predicted. Failure to comply with
regulatory requirements could have a material adverse effect on the Company.
International sales of the Company's products are subject to the regulatory

agency product registration requirements of each country in which the Company's
products are sold. The regulatory review process varies from country to country
and may in some cases require the submission of clinical data. The Company
typically relies on its distributors in foreign countries to obtain the required
regulatory approvals. There can be no assurance, however, that such approvals
will be obtained on a timely basis, if at all, or that the failure to obtain
such approval by a distributor will not have a material adverse effect on the
Company. See 'Business--Government Regulation.' The Company's customers operate
in the health care industry, which is highly regulated. Both existing and future
governmental regulations could adversely impact the Company. Additionally,
cost-containment efforts by health maintenance organizations may adversely
affect the potential market for the Company's devices.

POTENTIAL FOR PRODUCT RECALL AND PRODUCT LIABILITY CLAIMS

Products such as those sold by the Company may be subject to recall for
unforeseen reasons. In addition, certain applications, including projected
applications, of the Company's products entail the risk of product liability
claims. Such risks will exist even with respect to those products that have
received, or in the future may receive, regulatory approval for commercial sale.
These claims may be made by consumers, distributors, wholesalers or others. The
Company maintains insurance coverage related to product liability claims in the
amount of $1 million per occurrence, annual aggregate maximum coverage in the
amount of $2 million, and umbrella coverage in the amount of $10 million. No
assurance can be given that product liability insurance coverage will continue
to be available or, if available, that it can be obtained in sufficient amounts
or at reasonable cost or that it will be sufficient to cover any claims that may
arise. The Company does not maintain any insurance relating to potential recalls
of its products. Costs associated with potential product recalls or product
liability claims could have a material adverse effect on the Company. See
'Business--Insurance.'

<PAGE>

DEPENDENCE ON THIRD-PARTY REIMBURSEMENT

Third-party payors, including government health administration authorities,
private health care insurers and other organizations regulate the reimbursement
of fees related to certain diagnostic procedures or medical treatments.
Third-party payors are increasingly challenging the price and cost-effectiveness
of medical products and services. While the Company cannot predict what effect
the policies of government entities and other third-party payors will have on
future sales of the Company's products, there can be no assurance that such
policies would not have a material adverse effect on the Company. See
'Business--Products.'

COMPETITION

Competition relating to the Company's current products is intense and
includes various companies, both within and outside of the United States. The
Company anticipates that competition for its future products will also be

intense and include various companies, both within and outside of the United
States. Many of the Company's competitors are large companies with substantially
greater financial, sales and marketing, and technical resources, larger and more
experienced research and development staffs, more extensive physical facilities
and substantially greater experience in obtaining regulatory approvals and in
marketing products than the Company. In addition, there can be no assurance that
the Company's competitors are not currently developing, or will not attempt to
develop, technologies and products that are more effective than those being
developed by the Company or that would otherwise render the Company's existing
and new technology and products obsolete or uncompetitive. No assurance can be
given that the Company will be able to compete successfully. The inability of
the Company to compete successfully or the development by the Company's
competitors of technology and products that are more effective than those being
developed by the Company would have a material adverse effect on the Company.
See 'Business--Competition.'

DEPENDENCE ON THIRD-PARTY DISTRIBUTORS

The Company markets and distributes a significant portion of its
CDR(Trademark) systems overseas through third-party independent distributors.
From time to time, a limited number of distributors account for a significant
portion of the Company's revenues. In 1996, one distributor accounted for 18.0%
of the Company's sales. In general, these distributors may discontinue marketing
the Company's products with little or no notice. Certain of the Company's
distributors also may market products which compete with the Company's products.
Additionally, the Company intends to market its current and future products in
the United States and its future products overseas through independent
third-party distributors. The loss of, or a significant reduction in sales
volume through, one or more of the Company's distributors could have a material
adverse effect on the Company. See 'Business--Products;--Sales and Marketing.'

UNCERTAINTIES ASSOCIATED WITH INTERNATIONAL MARKETS

In fiscal 1995, 1996 and 1997, international sales accounted for 27%, 31%,
24%, respectively, of the Company's revenues, and the Company anticipates that
international sales will continue to account for a significant percentage of the
Company's revenues. International revenues are subject to a number of
uncertainties, including the following: agreements may be difficult to enforce
and receivables difficult to collect; foreign customers and distributors may
have longer payment cycles, foreign countries may impose additional withholding
taxes or otherwise tax the Company's foreign income, impose tariffs or adopt
other restrictions on foreign trade; fluctuations in exchange rates may affect
product demand in relation to foreign competitors that may achieve advantageous
pricing based on the comparative strength of the United States dollar; United
States export licenses may be difficult to obtain; and intellectual property
rights in foreign countries may be difficult to enforce. Moreover, many foreign
countries have their own regulatory approval requirements for the sale of the
Company's products. As a result, the Company's introduction of new products into
international markets can be costly and time-consuming, and there can be no
assurance that the Company will be able to obtain the required regulatory
approvals on a timely basis, if at all. There can be no assurance that any of

these factors will not have a material adverse effect on the Company.

<PAGE>

DEPENDENCE UPON KEY PERSONNEL

The success of the Company is dependent, in part, upon its ability to hire
and retain management, sales and research personnel who are in high demand and
are often subject to competing employment opportunities. The inability of the
Company to hire or retain key management, sales or research personnel could have
a material adverse effect on the Company. In addition, the development of the
Company's business has been primarily dependent upon the efforts of David B.
Schick, the Company's President and Chief Executive Officer. Although the
Company has expanded the depth of the expertise of its personnel, the loss of
Mr. Schick or turnover in other management positions could have a material
adverse affect on the Company. The Company does not have employment agreements
with any of its employees, including Mr. Schick, and there can be no assurance
that he or any other key employee will continue to be active with the Company.
The Company maintains and is the named insured party under a $1,000,000 life
insurance policy on Mr. Schick. There is no assurance that such insurance can be
maintained or will be adequate to meet the Company's future needs.

RECENT RAPID GROWTH; ABILITY TO MANAGE GROWTH

There can be no assurance that the growth experienced by the Company will
continue or that the Company will be able to achieve the growth contemplated by
its business strategy. Furthermore, there are significant risks, expenses and
difficulties associated with managing the operation and sustaining the
development of an expanding business. The Company's growth has placed, and will
continue to place, significant demands on the Company's financial and other
resources. The Company will be required to continually improve operating,
financial, and other systems, as well as to train, motivate, and manage its
employees. If the Company's management is unable to manage growth effectively or
new employees are unable to achieve appropriate levels of performance, it could
have a material adverse effect on the Company. See 'Management's Discussion and
Analysis of Financial Condition and Results of Operations.'

CONTROL OF THE COMPANY BY CERTAIN STOCKHOLDERS

Upon the completion of the Offering, the executive officers and directors
of the Company will collectively beneficially own 42.8% of the outstanding
shares of Common Stock. Accordingly, they may effectively have the ability to
elect all of the directors of the Company and determine the outcome of all other
matters submitted for the approval of the stockholders. In particular, David B.
Schick and members of his immediate family will beneficially own approximately
28.8% of the outstanding shares of Common Stock and, accordingly, may be able to
exert significant influence over the Company. See 'Principal Stockholders' and
'Description of Capital Stock.'

ABSENCE OF PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common

Stock. Although the Company has applied for listing of the Common Stock on the
Nasdaq National Market, there can be no assurance that an active trading market
will develop or be maintained. The initial public offering price of the Common
Stock will be determined by negotiation between the Company and the
Representatives (as defined herein) and may bear no relationship to the price at
which the Common Stock may trade after completion of the Offering. For factors
to be considered in determining the initial public offering price, see
'Underwriting.' The market prices for securities of medical technology companies
have historically been highly volatile. Future technological innovations or new
commercial products, results of clinical testing, changes in regulation,
litigation and public concerns as to product safety as well as period-to-period
fluctuations in financial performance and fluctuations in securities markets
generally could cause the market price of the Common Stock to fluctuate
substantially. In addition, the stock market prices of many medical technology
companies have experienced substantial fluctuations. Such price fluctuations
have often been unrelated to the operating performance of the affected
companies. These broad market fluctuations may adversely affect the market price
of the Common Stock.

POTENTIALLY SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

Several factors may significantly affect the Company's revenues, expenses
and results of operations from quarter to quarter, including the timing of new
product introductions by the Company or its competitors, developments regarding
new treatments for osteoporosis, developments in government reimbursement
policies, product mix, the ability to supply products to meet customer demand
and fluctuations in manufacturing costs. In

<PAGE>

addition, the Company's CDR(Trademark) products are subject to seasonal
variations. Historically, the Company has experienced higher sales growth rates
in its first and third fiscal quarters than in its second and fourth fiscal
quarters. Consequently, quarterly results of operations can be expected to
fluctuate. Such fluctuations in quarterly results of operation could adversely
affect the market price of the Common Stock. See 'Management's Discussion and
Analysis of Financial Condition and Results of Operations.'

NEED FOR ADDITIONAL FINANCING

The Company may require additional outside financing to expand its core
technology and develop new products, for working capital and for capital
expenditures. There can be no assurance that such financing will be available on
acceptable terms or at all. The inability of the Company to obtain such
financing could have a material adverse effect on the Company. In addition, the
Company may issue additional shares of Common Stock or other securities, whether

through public or private offerings. Such offerings would have a dilutive effect
on the percentage of ownership in the Company of any holder of shares of Common
Stock. See 'Dilution.' In the event the Company is unable to raise necessary
additional financing in the future, it may have to curtail its expansion
activities.

BROAD DISCRETION OVER USE OF PROCEEDS

The Company intends to repay the principal of, and accrued interest on, the
Merck Loan, to expand its research and development capabilities and to expand
its marketing and sales efforts from the proceeds of the Offering. Any remaining
balance of the net proceeds will be applied to general corporate and working
capital purposes. Due to the number and variability of factors that will be
analyzed before the Company determines how to use such net proceeds, the Company
will have broad discretion in allocating a significant portion of the net
proceeds without any notice to or approval of stockholders. Accordingly,
investors will not have the opportunity to evaluate the business, financial and
other relevant information which will be considered by the Company in
determining the application of such net proceeds. Pending their use for specific
business purposes, the net proceeds of the Offering will be invested in
short-term, investment grade, interest bearing securities. Such investments may
result in the Company obtaining lower yields on the funds than might be
achievable in the securities markets generally. See 'Use of Proceeds.'

DILUTION

Based upon the net tangible book value of the Company at March 31, 1997,
purchasers of Shares will experience immediate and substantial dilution of
$12.76 (79.8%) in net tangible book value per Share. Purchasers of Shares will
experience additional dilution if outstanding options and warrants are
exercised. See 'Dilution.'

DIVIDEND POLICY

The Company does not intend to declare or pay cash dividends on the Common
Stock in the foreseeable future. See 'Dividend Policy.'

PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS

The Company's Certificate of Incorporation and its By-Laws and certain
sections of the General Corporation Law of the State of Delaware (the 'DGCL')
contain provisions concerning voting, issuance of preferred stock, removal of
officers and directors and other matters which may have the effect of
discouraging, delaying or preventing a change in control of the Company. In
particular, Section 203 of the DGCL prohibits an 'interested stockholder' of a
Delaware corporation from engaging in a business combination with such Delaware
corporation for three years following the date such person became an interested
stockholder, subject to certain exceptions. See 'Description of Capital Stock.'

SHARES ELIGIBLE FOR FUTURE SALE

Upon the closing of the Offering, the Company will have outstanding
9,707,231 shares of Common Stock (9,969,731 shares, if the over-allotment option

is exercised in full). In addition, the Company has reserved 1,087,870 shares of
Common Stock for issuance upon the exercise of the Warrants, options granted
under the Option Plans and options granted prior to the implementation of the
Option Plans. The Company intends to register all of the reserved shares under
the Option Plans for resale to the public. Of such 9,707,231 shares, the Shares
will be freely tradeable in the United States without restriction under the
Securities Act, except that shares purchased by an 'affiliate' of the Company,
within the meaning of the rules and regulations adopted under the Securities
Act, may be subject to resale restrictions. The remaining 7,957,231 outstanding
shares of Common

<PAGE>

Stock and any of the shares issued upon the exercise of the Warrants or pursuant
to the Option Plans or upon the exercise of options granted prior to the
implementation of the Option Plans may not be resold except pursuant to an
effective registration statement or Rule 144 or some other exemption from
registration under the Securities Act. Subject to the restrictions described
below, the one-year holding period under Rule 144 for 7,384,516 of such
remaining shares of Common Stock has expired and such shares are immediately
available for resale pursuant to Rule 144. The one-year holding period under
Rule 144 for 438,671, 65,493 and the remaining 68,551 shares will expire on July
30, 1997, August 29, 1997 and February 18, 1998, respectively. The Company and
each of its executive officers and directors have agreed that, for a period of
180 days after the date of this Prospectus, they will not sell or otherwise
dispose of any shares of Common Stock without the prior written consent of
Lehman Brothers Inc. In addition, pursuant to the terms of the By-Laws, no
shares of the Company's Common Stock held immediately prior to the date of this
Prospectus may be, directly or indirectly, offered for sale, sold or otherwise
disposed of for a period of 180 days after the date of this Prospectus without
the prior written consent of the Company. The Company has agreed that no such
consent will be given without the prior written consent of Lehman Brothers Inc.
In addition, pursuant to the terms of the Option Plans and the Warrants, any
shares of Common Stock issuable upon the exercise of Options or Warrants will
not be transferable for a period of 180 days after the date of this Prospectus
without the prior written consent of the Company. The Company has agreed that no
such consent will be given without the prior written consent of Lehman Brothers
Inc. No prediction can be made as to the effect, if any, that future sales of
shares or the availability of shares for future sale will have on the market
price of the Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock in the public market, or the perception that such sales
could occur, could adversely affect prevailing market prices for the Common
Stock and could impair the Company's ability to raise capital through an
offering of its equity securities. See 'Shares Eligible for Future Sale' and
'Underwriting.'

<PAGE>

THE COMPANY

The Company's business was founded in 1992 by David B. Schick, Chairman of
the Board, Chief Executive Officer and President of the Company, Jonathan
Singer, Vice President--Engineering and Daniel Neugroschl, Vice
President--Operations and Advanced Development. Prior to June 4, 1997, the
Company's business was conducted by Schick Technologies, Inc., a New York
corporation. In April 1997, a new corporation, Schick Technologies, Inc., and
its wholly owned subsidiary, STI Acquisition Corp. ('STI'), were formed under
the DGCL for the purpose of forming a holding company and changing the state of
incorporation of the Company. Effective June 4, 1997, the existing New York
corporation merged with STI and was the survivor of such merger. As a result of
such merger, the shareholders, warrantholders and optionees of the existing New
York corporation became stockholders, warrantholders and optionees of the new
Delaware corporation (which is the issuer of the Shares), and the existing New
York corporation became a wholly owned subsidiary of the new Delaware
corporation. In connection with such merger, shareholders of the existing New
York corporation received 2.8 shares of Common Stock of Schick Technologies,
Inc., the new Delaware corporation, for each share of common stock of the
existing New York corporation held by such shareholders immediately prior to the
merger and other adjustments were made so that the Option Plans, Certificate of
Incorporation, By-Laws and Warrants conform to the description thereof contained
herein.

The Company's principal executive offices are located at 31-00 47th Avenue,
Long Island City, New York 11101. Its telephone number is (718) 937-5765 and its
World Wide Web address is http://www.schicktech.com. Information posted on the
Company's Web site does not constitute a part of this Prospectus.

<PAGE>

USE OF PROCEEDS

The net proceeds to be received by the Company from the Offering (assuming
an initial public offering price of $16.00 per share) are estimated to be
approximately $25.4 million ($29.3 million, if the over-allotment option is
exercised in full), after deducting estimated underwriting discounts and
commissions and estimated expenses of the Offering payable by the Company.

The Company intends to use the net proceeds from the Offering primarily to:
(i) repay the principal of the Merck Loan (as defined below) in the amount of
$1,512,833 and accrued interest thereon which, at March 31, 1997, totaled
$101,654, (ii) expand its research and development capabilities; and (iii)
expand its marketing and sales efforts. Any remaining balance of the net
proceeds will be applied to working capital and general corporate purposes.
Pending such uses, the Company intends to invest the net proceeds in short-term,
investment grade, interest bearing securities.

On August 7, 1996, the Company entered into a secured term loan agreement
with Merck (the 'Merck Agreement') pursuant to which Merck loaned approximately
$1.5 million to the Company (the 'Merck Loan'). Although the maturity date of
the Merck Loan is February 7, 1999, under its terms the Company is required to
prepay the Merck Loan in full upon the effectiveness of the Registration
Statement (as defined in 'Additional Information'). Interest on the Merck Loan
accrues at a rate of two percentage points above the prime rate as reported in
The Wall Street Journal (adjusted annually). At March 31, 1997, the interest
rate on the Merck Loan was 10.25%. The Merck Loan is secured by a pledge of the
Company's inventory and accounts receivable. The proceeds from the Merck Loan
have been used by the Company for the development of accuDEXA(Trademark) and to
obtain any necessary regulatory approvals. See 'Business--Merck Agreement.'

From time to time, the Company evaluates potential acquisitions of
businesses and product lines which would complement or enhance the business of
the Company. Depending on the cash requirements of any such acquisitions, the
Company may finance such acquisitions, in whole or in part, with a portion of
the net proceeds of the Offering. The Company, however, has no present
understanding, commitment or agreement with respect to any acquisition. There
can be no assurance that any such acquisition will occur.

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on the Common Stock
since its formation. The Company currently intends to retain future earnings to
finance the operations and expansion of its business and, accordingly, does not
anticipate paying any cash dividends on the Common Stock in the foreseeable
future. The Company is in preliminary negotiations with various senior lenders
to obtain a credit facility, which may prohibit or restrict the payment of
dividends or other distributions by the Company to its stockholders. In
addition, the Merck Loan contains provisions restricting the Company's ability
to pay cash dividends, which restriction shall no longer apply upon prepayment
by the Company of the Merck Loan. Subject to any such limitations, the payment
of cash dividends on the Common Stock will be within the sole discretion of the
Board of Directors and will depend upon the earnings, capital requirements and
financial position of the Company, applicable requirements of the DGCL, general
economic conditions and other factors considered relevant by the Board of
Directors.

<PAGE>

CAPITALIZATION

The following table sets forth the actual cash and cash equivalents and
capitalization of the Company at March 31, 1997, and as adjusted to give effect
to the sale of the Shares (assuming an initial public offering price of $16.00
per share), less estimated underwriting discounts and commissions and estimated
expenses of the Offering payable by the Company, and the initial application of
the estimated net proceeds therefrom as described in 'Use of Proceeds.' This

table should be read in conjunction with 'Management's Discussion and Analysis
of Financial Condition and Results of Operation' and the financial statements
and accompanying notes which appear elsewhere in the Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1997
-----------------------------
ACTUAL AS ADJUSTED(3)
----------- --------------
<S> <C> <C>
Cash and cash equivalents...................... $ 1,710,429 $ 25,535,942
----------- --------------
----------- --------------

Debt (including current portion):
Notes payable................................ $ 1,512,833 $ --
Accrued interest on notes payable............ 101,654 --
Capital lease obligations.................... 109,191 109,191
----------- --------------
Total debt................................ 1,723,678 109,191

Stockholders' equity:
Preferred Stock, $.01 par value; 2,500,000
shares authorized; no shares issued or
outstanding...............................
Common Stock, $.01 par value; 25,000,000
shares authorized; 7,957,231 shares issued
and outstanding; 9,707,231 issued and
outstanding as adjusted(1)(2)............. 79,572 97,072
Additional paid-in capital................... 7,562,766 32,950,266
Accumulated deficit.......................... (1,555,359) (1,555,359)
----------- --------------
Total stockholders' equity................ 6,086,979 31,491,979
----------- --------------
Total capitalization.................... $ 7,810,657 $ 31,601,170
----------- --------------
----------- --------------
</TABLE>

- ------------------------

(1) Excludes (i) 470,400 shares of Common Stock reserved for issuance upon the
exercise of options under the 1996 Employee Stock Option Plan, under which
options covering 74,953 shares at a weighted average exercise price of $7.14
per share are outstanding (see 'Management--1996 Employee Stock Option
Plan'), (ii) 35,000 shares of Common Stock reserved for issuance upon the
exercise of options under the Directors Stock Option Plan, of which none
have been granted (see 'Management--Directors Stock Option Plan'), (iii)
526,470 shares of Common Stock reserved for issuance upon the exercise of
the Warrants at exercise prices ranging from $7.86 to $8.93 per share and
(iv) 56,000 shares reserved for issuance upon the exercise of options, which

were granted prior to the implementation of the 1996 Employee Stock Option
Plan at an exercise price of $1.79 per share. See 'Description of Capital
Stock--Warrants'.

(2) Reflects the restructuring and recapitalization effected on June 4, 1997,
described in Note 15 to the financial statements.

<PAGE>

DILUTION

Dilution is the amount by which the initial public offering price paid by
the purchasers of the Shares will exceed the net tangible book value per share
of Common Stock after the Offering. The net tangible book value per share of
Common Stock is determined by subtracting the total liabilities of the Company
from the total book value of the tangible assets of the Company and dividing the
difference by the number of shares of Common Stock deemed to be outstanding on
the date as of which such book value is determined.

At March 31, 1997, the net tangible book value of the Company was
$6,051,979 and the net tangible book value per share of Common Stock was $0.76.
Assuming that the sale of the Shares had occurred on March 31, 1997 at an
initial public offering price of $16.00 per Share and payment of estimated
underwriting discounts and commissions and estimated expenses of the Offering
payable by the Company, the pro forma net tangible book value of the Company at
March 31, 1997 would have been $31,491,979, or $3.24 per share of Common Stock.
See 'Capitalization.' This represents an immediate increase in net tangible book
value of $2.48 per share held by existing stockholders and an immediate dilution
in net tangible book value of $12.76 per share to the purchasers of the Shares.
The immediate dilution to the purchasers of the Shares is illustrated in the
following table:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share... $ 16.00
Net tangible book value per share at March 31,
1997......................................... $0.76
Increase attributable to purchase of shares in
the Offering................................. 2.48
-----
Pro forma net tangible book value per share after

the Offering(1)................................. 3.24(2)
-------
Dilution per share to purchasers of the Shares.... $ 12.76(2)
-------
-------
</TABLE>

The following table sets forth, on a pro forma basis at March 31, 1997, the
number of shares of Common Stock purchased from the Company, the total
consideration paid to the Company and the average price per share paid by
existing stockholders and by purchasers of the Shares (assuming an initial
public offering price of $16.00 per share) before deducting the estimated
underwriting discounts and commissions and estimated expenses of the Offering
payable by the Company:

<TABLE>
<CAPTION>
SHARES TOTAL
PURCHASED CONSIDERATION AVERAGE
-------------------- ---------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C>
Existing stockholders...... 7,957,231 82.0% $ 7,284,800 20.7% $ 0.92
Purchasers of the Shares... 1,750,000 18.0 28,000,000 79.3 16.00
--------- ------- ----------- -------
Total.................... 9,707,231 100.0% $35,284,800 100.0% 3.63
--------- ------- ----------- -------
--------- ------- ----------- -------
</TABLE>

The preceding tables do not give effect to the exercise of Warrants, stock
options granted prior to the implementation of the Option Plans or stock options
granted under the Option Plans outstanding on the date hereof. To the extent
that Warrants, stock options granted prior to the implementation of the Option
Plans or stock options granted under the Option Plans outstanding on the date
hereof are exercised, there will be further dilution to purchasers of the
Shares. See 'Management--1996 Employee Stock Option Plan; --Directors Stock
Option Plan' and 'Description of Capital Stock--Warrants.'

- ------------------

(1) Pro forma net tangible book value per share after the Offering gives effect
to (i) the sale of the Shares, net of expenses, at an assumed initial
offering price of $16.00 and (ii) the repayment of the Merck Loan in the
principal amount of $1,512,833 and accrued but unpaid interest thereon.
See 'Use of Proceeds.'

(2) If the Underwriter's over allotment option is exercised in full, the pro

forma net tangible book value per share would be $3.55 and the dilution per
share to purchasers of the shares would be $12.45. See 'Underwriting.'

<PAGE>

SELECTED FINANCIAL DATA

The selected financial data presented below for, and at the end of, each of
the years in the three year period ended March 31, 1997 are derived from the
financial statements of the Company, which have been audited by Price Waterhouse
LLP, independent accountants and are included elsewhere in this Prospectus. The
selected financial data set forth below as of and for the year ended March 31,
1994 are derived from audited financial statements not included in this
Prospectus. The selected financial data set forth below as of and for the year
ended March 31, 1993 are derived from unaudited financial statements. In the
opinion of management, the unaudited financial statements include all material
adjustments (consisting only of normal, recurring adjustments) necessary for a
fair presentation of the financial position and results of operations for the
period. The data presented below should be read in conjunction with
'Management's Discussion and Analysis of Financial Condition and Results of
Operations' and the financial statements and accompanying notes appearing
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------------------------------
1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- -----------
(UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue, net............... $ -- $ 29 $ 2,726 $ 6,804 $ 16,101
Cost of sales.............. -- 14 1,501 3,343 8,021
----------- ----------- ----------- ----------- -----------
Gross profit............ -- 15 1,225 3,461 8,080
----------- ----------- ----------- ----------- -----------
Operating expenses:
Selling and marketing... -- 158 517 1,620 4,961
General and
administrative........ 166 121 560 1,388 2,088
Research and
development........... 247 393 150 458 1,418
----------- ----------- ----------- ----------- -----------
Total operating
expenses........... 413 672 1,227 3,466 8,467
----------- ----------- ----------- ----------- -----------
Loss from operations....... (413) (657) (2) (5) (387)
Total other income
(expense)............... 2 1 (22) (108) 35
----------- ----------- ----------- ----------- -----------
Net loss................ $ (411) $ (656) $ (24) $ (113) $ (352)

----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Net loss per common
share(1)(2)............. $ (0.08) $ (0.10) $ -- $ (0.02) $ (0.04)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Weighted average common
shares
outstanding(1)(2)....... 4,891,784 6,370,095 7,050,798 7,219,385 8,124,787
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
MARCH 31,
------------------------------------------------------
1993 1994 1995 1996 1997
----------- ------- ------- ------- ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents..... $ 153 $ 25 $ 128 $ 525 $1,710
Working capital............... 98 (33) 35 1,240 5,518
Total assets.................. 190 321 1,615 4,395 11,060
Total liabilities............. 54 196 1,289 3,026 4,973
Accumulated deficit........... (411) (1,067) (1,091) (1,203) (1,555)
Stockholders' equity.......... 136 124 326 1,369 6,087
</TABLE>

- ------------------
(1) For information concerning the computation of net loss per share and
weighted average number of common shares outstanding, see Note 2 to the
financial statements.

(2) Reflects the restructuring and recapitalization effected on June 4, 1997,
described in Note 15 to the financial statements.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company designs, develops and manufactures digital imaging systems and
devices for the dental and medical markets. In the field of dentistry, the
Company has developed, and currently manufactures and markets, an intra-oral
digital radiography system. The Company has also developed a bone mineral
density measurement device to assist in the diagnosis of osteoporosis, which is
scheduled to be introduced in the second half of 1997, pending FDA marketing
clearance. In addition, the Company is developing large-area radiographic
imaging devices for digital mammography.

From its inception in April 1992 through March 1994, the Company was
primarily engaged in product development and product testing, and the
establishment of strategic relationships with vendors. The Company also
undertook a marketing analysis of the dental market and developed its marketing
strategy. The Company incurred cumulative losses during this period of $1.1
million.

In March 1994, after receiving FDA 510(k) marketing clearance, the Company
began marketing and selling its CDR(Trademark) system. The Company's revenues
are primarily derived from sales of its CDR(Trademark) products and, to a lesser
extent, from sales of its CDRCam(Trademark) and extended warranties on the
CDR(Trademark) products. The Company recognizes revenue on its CDR(Trademark)
products at the time of shipment to its customers. Revenues from the sales of
extended warranties are recognized on a straight-line basis over the life of the
extended warranty which is generally a one-year period. The Company utilizes a
direct sales force for sales of its products within the United States.
International sales are made through a network of independent foreign
distributors. In fiscal 1995, fiscal 1996 and fiscal 1997, sales to customers
within the United States were approximately 73%, 69% and 76% of total revenues,
respectively. The Company's international sales are made primarily to
distributors in Western Europe, Russia, Australia and South America. The Company
intends to expand its business in other international markets, including Asia.
All of the Company's sales are denominated in United States dollars.

Cost of sales consists of raw materials and computer components,
manufacturing labor, facilities overhead, product support, warranty costs and
installation costs. The Company procures semiconductor wafers, a significant
component of its products, from a single supplier. The Company believes that
sourcing from a single supplier provides certain competitive advantages to the
Company. However, an interruption of this supply could have a material adverse
effect on the Company's results of operations. See 'Risk Factors--Dependence on
Key Suppliers; Volatility of Semiconductor Market.' The Company believes that
cost of sales as a percentage of revenues in future periods will decrease due to
the introduction of new products and manufacturing technologies, and higher
manufacturing volumes of its existing products. However, as the Company
introduces new products, cost of sales may initially be a higher percentage of
net revenues until certain production efficiencies can be achieved.

Operating expenses include selling and marketing expenses, general and
administrative expenses and research and development expenses. Selling and
marketing expenses consist of salaries, advertising, promotional and sales
events expenses. General and administrative expenses include executive salaries,
professional fees, facilities, overhead, accounting and human resources, and
general office administration expenses. Research and development expenses are
comprised of salaries, facilities overhead and testing materials used for basic
scientific research and the development of new and improved products and their
uses. All research and development costs, including software development costs
associated with new products and product enhancements, have been expensed as
incurred. While the Company continues to expand its selling and marketing
activities, develop new products and enhance existing products, it anticipates
that its operating expenses as a percentage of revenues will decrease.

<PAGE>

RESULTS OF OPERATIONS

The following table sets forth, for the fiscal years indicated, certain
items from the Statement of Operations Data expressed as a percentage of net
revenues:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Revenue, net.................. 100.0% 100.0% 100.0%
Cost of sales................. 55.1 49.1 49.8
----- ----- -----
Gross profit.................. 44.9 50.9 50.2
Operating expenses:
Selling and marketing....... 19.0 23.8 30.8
General and
administrative........... 20.5 20.4 13.0
Research and development.... 5.5 6.7 8.8
</TABLE>

Fiscal Year Ended March 31, 1997 as Compared to Fiscal Year Ended March 31, 1996

Net revenues increased 136.6% to $16.1 million in fiscal 1997 from $6.8
million in fiscal 1996. This increase was attributable principally to an
increase in the number of CDR(Trademark) products sold which was positively
affected by the Company's increased expenditures on sales and marketing,
personnel recruiting, selling events and other promotional activities. The
Company believes that net revenues will continue to increase as the Company
sells more CDR(Trademark) products and introduces new products.

Cost of sales increased 139.9% to $8.0 million (49.8% of net revenues) in
fiscal 1997 from $3.3 million (49.1% of net revenues) in fiscal 1996. Cost of
sales as a percentage of revenues was relatively stable in fiscal 1997 as
improved manufacturing efficiencies and fixed overhead utilization were
partially offset by increases in the cost of certain computer components of the
CDR(Trademark) system as well as increased customer service costs. In
addition, in fiscal 1997, the Company recognized a non-recurring charge of
approximately $114,000 related to excess inventory of a specific component
of its CDR(Trademark) system.

Selling and marketing expenses increased 206.3% to $5.0 million (30.8% of
net revenues) in fiscal 1997 from $1.6 million (23.8% of net revenues) in fiscal
1996. This increase was attributable principally to the hiring and training of
new salespeople as the Company completed the establishment of its national sales
force. In addition, the Company significantly increased its promotional
activities to create greater market awareness, and developed market strategies
for new products.

General and administrative expenses increased 50.4% to $2.1 million (13.0%
of net revenues) in fiscal 1997 from $1.4 million (20.4% of net revenues) in
fiscal 1996. This decrease as a percentage of revenues was attributable
principally to increases in sales of the Company's products and partially offset
by growth in administrative expenditures. This decrease was partially offset by
an increase in legal fees associated with certain patent infringement litigation
in the amount of $509,000.

Expenses for research and development in fiscal 1997 increased 209.5% to
$1.4 million (8.8% of net revenues) from $458,000 (6.7% of net revenues) in
fiscal 1996. This increase was attributable principally to increased research
and development expenses associated with the development of a bone mineral
density measurement device and enhancements to the CDR(Trademark) system, as
well as the CDRCam(Trademark), and initial development of a mammography system.
All research and development costs are expensed as incurred.

Interest income increased to $196,000 in fiscal 1997 from $15,000 in fiscal
1996. This increase was due to higher cash balances and investments in
interest-bearing securities which were purchased from the proceeds of the May
1996 equity private placement and from the proceeds of the convertible
promissory notes issued by the Company in connection with a June 1995 private
placement (the '12.5% Notes Payable'). Interest expense increased to $161,000 in
fiscal 1997 from $123,000 in fiscal 1996. Interest expense was attributable
principally to the Merck Loan and the 12.5% Notes Payable prior to their
conversion into Common Stock at various dates in fiscal 1997.

Fiscal Year Ended March 31, 1996 Compared to Fiscal Year Ended March 31, 1995

Net revenues increased 149.6% to $6.8 million in fiscal 1996 from $2.7
million in fiscal 1995. This increase was due primarily to an increase in the
number of CDRTM systems sold which was positively affected by the Company's
increased expenditures for sales and marketing personnel, selling events and
other promotional activities. Furthermore, during the second half of fiscal
1995, the Company established relationships with

<PAGE>

additional international distributors. As a result, foreign revenues as
a percentage of net revenues increased to 31.5% in fiscal 1996 from 27.0%
in fiscal 1995.

Cost of sales increased 122.8% to $3.3 million (49.1% of net revenues) in
fiscal 1996 from $1.5 million (55.1% of net revenues) in fiscal 1995. This
decrease as a percentage of net revenues was primarily due to increased
manufacturing efficiencies, and increased production yields and economies of
scale generated by an increase in the number of CDR(Trademark) products sold,
which was partially offset by an increase in the price of semiconductor wafers.

Selling and marketing expenses increased 213.3% to $1.6 million (23.8% of
net revenues) in fiscal 1996 from $517,000 (19.0% of net revenues) in fiscal
1995. This increase was attributable principally to the hiring of additional
personnel and support staff in connection with the Company's establishment of
its national sales force.

General and administrative expenses increased 147.9% to $1.4 million (20.4%
of net revenues) in fiscal 1996 from $560,000 (20.5% of net revenues) in fiscal
1995. Such increase was principally attributable to the hiring of additional
administrative personnel and legal fees associated with certain patent
infringement litigation.

Research and development expenses increased 206.2% to $458,000 (6.7% of net
revenues) in fiscal 1996 from $150,000 (5.5% of net revenues) in fiscal 1995.
This increase was primarily due to efforts to enhance existing products and
early-stage research in connection with products under development.

Interest expense increased to $123,000 in fiscal 1996 from $22,000 in
fiscal 1995, primarily due to the 12.5% Notes Payable.

QUARTERLY RESULTS OF OPERATIONS; SEASONALITY

The following table sets forth certain unaudited quarterly financial
information for each of the eight quarters in the period ended March 31, 1997.
This information has been presented on the same basis as the audited financial
statements appearing elsewhere in this Prospectus and in the opinion of the
Company, includes all adjustments (consisting only of normal, recurring
adjustments) necessary to present fairly the unaudited quarterly results. The
quarterly results should be read in conjunction with the audited financial
statements of the Company and related notes thereto included elsewhere in the
Prospectus. The operating results for any quarter are not necessarily indicative
of the operating results for any future period. In addition, the Company's
CDR(Trademark) products are subject to seasonal variations. Historically, the
Company has experienced higher sales growth rates in its first and third fiscal

quarters than its second and fourth fiscal quarters.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
1995 1995 1995 1996 1996 1996 1996 1997
-------- --------- -------- -------- -------- --------- -------- --------
(IN THOUSANDS, UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue, net................. $1,267 $ 1,290 $2,016 $2,231 $2,627 $ 3,160 $4,954 $5,360
Cost of sales................ 588 627 990 1,139 1,440 1,631 2,360 2,590
-------- --------- -------- -------- -------- --------- -------- --------

Gross profit................. 679 663 1,026 1,092 1,187 1,529 2,594 2,770

Gross profit margin.......... 53.6% 51.4% 50.9% 49.0% 45.2% 48.4% 52.4% 51.7%

Operating expenses........... 564 586 918 1,398 1,483 1,827 2,592 2,565
-------- --------- -------- -------- -------- --------- -------- --------

Income (loss) from
operations................. 115 77 108 (306) (297) (297) 3 205

Net (loss) income............ 103 57 59 (332) (317) (294) 20 239
</TABLE>

<PAGE>

The Company may in the future experience significant quarter-to-quarter
fluctuations in its results of operations, which may result in volatility in the
price of the Company's Common Stock. Quarterly results of operations may
fluctuate as a result of a variety of factors, including the demand for the
Company's products, the introduction of new or enhanced products by the Company
or its competitors, market acceptance of new products, the timing of significant
marketing programs, the commencement of new product development programs, the
extent and timing of the hiring of additional personnel, competitive conditions
in the industry and general economic conditions. Due to the foregoing factors,
it is likely that in one or more future quarters the Company's operating results
will be below the expectations of public market analysts and investors. Such an
event could have a material adverse effect on the price of the Common Stock.

LIQUIDITY AND CAPITAL RESOURCES

The Company had an accumulated deficit of $1.6 million at March 31, 1997

and has not yet generated positive cash flow from operations in any fiscal year.
The Company has financed its operations to date primarily through five private
placements of debt and equity securities and cash generated from product sales.
At March 31, 1997, the Company had $1.7 million in cash and cash equivalents,
$2.3 million in short-term investments and $5.5 million in working capital. The
Company undertook financing activities which provided it with $5.3 million in
fiscal 1997, comprised of $4.3 million from the Company's May 1996 equity
private placement and $1 million of proceeds from the issuance of a long-term
note to Merck. Cash utilized in operations amounted to $273,000 in fiscal 1997
and $737,000 in fiscal 1996. Cash used for capital expenditures amounted to $1.1
million for fiscal 1997 and $570,000 for fiscal 1996. The increase was due
primarily to the purchase of upgraded production equipment, leasehold
improvements and the acquisition of additional office equipment due to increased
staffing levels. As the Company introduces new products, it expects to invest in
additional production equipment and leasehold improvements.

The Company's funds are currently invested in money market instruments and
United States Treasury and government agency interest-bearing obligations. Such
investments reflect the Company's current policy regarding the investment of
liquid assets, which is to seek a reasonable rate of return while emphasizing
safety, liquidity and preservation of capital.

The Company believes that its existing capital resources are adequate to
meet its cash requirements for the foreseeable future. There can be no
assurance, however, that changes in the Company's plans or other events
affecting the Company's operations will not result in accelerated or unexpected
cash requirements. The Company's future capital requirements will depend on
numerous factors, including (i) the progress of its research and product
development programs, including clinical studies, (ii) the effectiveness of
product commercialization activities and marketing agreements, including the
development and progress of sales and marketing efforts and manufacturing
operations, (iii) the ability of the Company to maintain existing distributor
agreements and establish and maintain new distributor agreements, (iv) the costs
involved in preparing, filing, prosecuting, defending and enforcing intellectual
property rights, including lawsuits involving Trophy S.A. and Radworks, and
complying with regulatory requirements, (v) the effect of competing
technological and market developments and (vi) general economic conditions. If
the net proceeds of the Offering, together with the Company's currently
available funds and internally generated cash flow, are not sufficient to
satisfy its financing needs, the Company will be required to seek additional
funding through bank borrowings and additional public or private sales of its
securities, including equity securities, or through other arrangements with
marketing partners. Although the Company has no credit facility or other
committed sources of capital, it is engaged in preliminary discussions with
various senior lenders regarding a line of credit. There can be no assurance
that additional funds, if required, will be available to the Company on
favorable terms, if at all. See 'Risk Factors--Need For Additional Financing'
and 'Use of Proceeds.'

The Company does not anticipate a material cash requirement for income
taxes in fiscal 1997. At March 31, 1997, the Company's net operating loss
carryforward was $560,000, portions of which begin to expire in 2008.

The relatively moderate rate of inflation over the past several years has
not had a material impact on the Company's revenues or profitability.

<PAGE>

RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards No. 123, 'Accounting for
Stock-Based Compensation Plans' ('SFAS 123'), was issued in October 1995. SFAS
123 was adopted by the Company in fiscal 1997. As permitted by SFAS 123, the
Company plans to continue to use Accounting Principles Board Opinion No. 25,
'Accounting for Stock Issued to Employees,' in accounting for its stock options.
Certain pro forma and other information is disclosed in the annual financial
statements as if the Company had measured compensation costs in a manner
consistent with SFAS 123.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, 'Earnings per Share' ('SFAS 128'),
which requires presentation of basic earnings per share ('Basic EPS') and
diluted earnings per share ('Diluted EPS') by all entities that have publicly
traded common stock or potential common stock (options, warrants, convertible
securities or contingent stock arrangements). SFAS 128 also requires a
presentation of earnings per share by an entity that has made a filing or is in
the process of filing with a regulatory agency in preparation for the sale of
those securities in a public market. Basic EPS is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period. The computation of
Diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an antidilutive effect on earning. SFAS 128 is
effective for both interim and annual periods ending after December 15, 1997.
The Company does not believe that the effect on the Company's earnings per share
resulting from the adoption of SFAS 128 will be material.

<PAGE>

BUSINESS

Schick Technologies, Inc. designs, develops and manufactures innovative
digital radiographic imaging systems and devices for the dental and medical
markets. The Company's products, which are based on proprietary digital imaging
technologies, create instant high resolution radiographs with reduced levels of
radiation. In the field of dentistry, the Company has developed, and currently
manufactures and markets, the leading intra-oral digital radiography system. The
Company has also developed an inexpensive and easy to operate bone mineral
density ('BMD') measurement device to assist in the diagnosis of osteoporosis.
This device is scheduled for introduction in the second half of 1997, pending
FDA marketing clearance, and will be sold for use in primary care physicians'
offices. In addition, the Company is developing large-area radiographic imaging

products for digital mammography, additional medical applications and selected
industrial markets using its proprietary technology.

The Company believes that its accuDEXA(Trademark) device measures BMD more
quickly, accurately and easily than any comparable BMD measurement device
currently on the market with a minimal radiation dosage. The device is a highly
precise point-of-treatment diagnostic tool for use in the primary care
physician's office as part of a patient's regular physical examination. In
connection with the development of accuDEXA(Trademark), the Company entered into
an agreement with Merck pursuant to which Merck agreed to provide the Company
with financing and to develop certain clinical protocols. See '--Merck
Agreement.' The Company filed its 510(k) application with the FDA in May 1997
and, pending FDA marketing clearance, the Company plans to introduce this
product in the second half of 1997. The Company believes that the potential
market for the accuDEXA(Trademark) exceeds $3 billion.

The Company's CDR(Trademark) dental products are sold in the United States,
via its direct sales force, and abroad, via independent regional distributors.
The Company has also entered into an OEM sales agreement with HSI, pursuant to
which HSI will sell the CDR(Trademark) system under its own trade name. The
Company intends to sell accuDEXA(Trademark) through a direct sales force and
established independent distributors and manufacturers of medical and
radiological equipment. The Company has entered into an OEM sales agreement with
Norland, by which Norland will sell accuDEXA(Trademark) under its own trade
name. The Company intends to sell its mammography devices through established
manufacturers in the mammography market. See '--Sales and Marketing.'

The Company's products are based on its proprietary enhanced CCD and APS
imaging technologies. The Company's CDR(Trademark) system is made using an
enhanced, low-cost, large-area, high resolution CCD device. APS allows the
fabrication of large-area imaging devices with high resolution at a fraction of
the cost of traditional technologies. APS technology was originally developed by
Cal Tech and is licensed to the Company for a broad range of health care
applications. See '--Patents, Trade Secrets and Proprietary Rights.'

25
<PAGE>

in electronics, imaging software and advanced packaging will enable it
to compete successfully in these markets. Key elements of the Company's
strategy include (i) expanding market leadership in dental digital
radiography through expanded sales channels, further product enhancements,
and increased direct sales, OEM and marketing activities; (ii) introducing
accuDEXA(Trademark) to the bone densitometry market to aid in the
diagnosis of osteoporosis through a combination of direct sales and other
distribution channels; (iii) introducing new products based on patented and
proprietary APS technology for digital mammography, other medical applications
and industrial markets; and (iv) expanding international marketing channels for
existing and new products.

INDUSTRY OVERVIEW

Conventional Radiography

X-ray imaging, or radiography, is widely used as a basic diagnostic
technique in a broad range of medical applications. To produce a conventional
radiograph, a film cassette is placed behind the anatomy to be imaged. A
generator, which produces high energy photons known as x-rays, is positioned
opposite the film cassette. The transmitted x-rays pass through soft tissue,
such as skin and muscle, and are absorbed by harder substances, such as bone.
These x-rays then form a latent image upon the film. After exposure, the film is
passed through a series of chemicals and then dried.

Film, however, has certain inherent limitations, including the substantial
time, operating expense, inconvenience and uncertainty associated with film
processing, as well as the cost of disposal of waste chemicals and the need for
compliance with environmental regulations. Furthermore, the radiation dosage
levels required to assure adequate image quality in conventional film raise
concerns regarding the health risks associated with exposure to radiation. Also,
conventional film images cannot be electronically retrieved from patient records

or transmitted to health care providers or insurance carriers at remote
locations, a capability which has become increasingly important in today's
managed care environment. While x-ray scanning systems convert x-rays into
digital form, they add to the substantial time and expense associated with the
use of conventional film and do not eliminate the drawbacks of film processing.

Digital radiography products have been developed to overcome the
limitations of conventional film. These systems replace the conventional film
cassette with an electronic receptor which directly converts the incident x-rays
to digital images. The first system to employ certain aspects of this technique
was Computed Radiography(Trademark) ('CR'), a 'near real time' system, in which
a laser scanner reads the x-ray image from a specially designed cassette. While
CR allows the images to be electronically displayed and stored, it does not
achieve instant results, and employs a large, costly scanning system. Other
technologies which allow for instant acquisition of digital x-rays have been
developed, including CCD arrays and amorphous silicon panels, neither of which
is well suited for imaging large areas due, respectively, to high cost and
limited resolution.

Dental Industry

Dentists, who generally perform their own radiology work, represent the
single largest group of radiologists in the world and the dental industry is, in
terms of unit volume, the largest consumer of radiographic products and
equipment.

The Company believes that there is a potential market for approximately 1.1
million digital dental radiography devices worldwide. According to the American
Dental Association, there are approximately 150,000 practicing dentists in the
United States and each of them, on average, operates 2.5 radiological units,
creating a potential market of 375,000 digital dental radiography devices in the
United States. In addition, there are approximately 600,000 dentists practicing
in the world's major health care markets outside of the United States and each
of them, on average, operates 1.25 radiological units, creating a potential
market of 750,000 additional devices.

Dentists have a particularly strong motivation to adopt digital
radiography. Radiographic examinations are an integral part of routine dental
checkups and the dentist is directly involved in the film development process.
The use of digital radiography eliminates delays in film processing, thus
increasing the dentist's potential revenue stream and efficiency, and reduces
overhead expenses. The use of digital radiography also allows dentists to more
effectively communicate diagnosis and treatment plans to patients, which the
Company believes has the potential

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to increase the rate of patients' treatment acceptance and resulting
revenues. Finally, the dosage required to produce an intra-oral dental
x-ray, which is high when compared with other medical radiographs, can be
reduced by up to 90% through the use of digital radiography.

Osteoporosis Diagnosis

Measurement of BMD is an essential component in the diagnosis and
monitoring of osteoporosis. Osteoporosis is a disease that causes progressive
loss of bone mass which, in serious cases, results in bone fractures and even
death. Osteoporosis can develop over the course of many years without apparent
symptoms, until bone is sufficiently degenerated and fractures occur. The
National Osteoporosis Foundation estimates that approximately 200 million people
suffer from the disease worldwide, which affects one out of three post-
menopausal women and one out of seven men over the age of 75. In the United
States, an estimated twenty-five million people suffer from the disease. The
total estimated health care cost of osteoporosis in the United States, including
indirect costs, is approximately $9.8 billion annually.

Until recently, osteoporosis was considered neither treatable nor
preventable. Prior to 1995, only two drugs were marketed as treatments for
osteoporosis in the United States, hormonal replacement therapy and calcitonin,
which was only available in an injectable form. Although these therapies have
been shown to slow the loss of bone mass, they have not been proven effective in
restoring bone mass. In September 1995, the FDA granted Merck clearance to
market the drug Fosamax(Registered) for the treatment of osteoporosis in
post-menopausal women. Clinical studies have shown that, over a three-year
period, Fosamax(Registered) causes an increase in bone mass of 7% - 10% versus
placebo and reduces the number of new fractures by approximately 48%. Additional
osteoporosis drugs are currently in clinical trials being conducted by companies
such as Procter & Gamble, Boehringer-Mannheim, Sanofi, Eli Lilly and Pfizer, and
are expected to receive marketing clearance from the FDA within the next several
years.

Because effective treatments are now available and because osteoporosis may
be preventable if detected in its early stages, the demand for BMD diagnostic
equipment has significantly increased. In the United States, there are
approximately 36 million women who are at high-risk for developing osteoporosis.
Because of the large population segment which could benefit from BMD testing,
the Company believes that there is great demand for a practical, instant, cost
effective, precise, compact and easy-to-use BMD testing device for the primary
care physician. Primary care physicians consist of internal medicine, family,
geriatric and OB/GYN practices. These practices represent approximately 172,000
potential screening sites in the United States alone. Traditional BMD measuring
devices have been large, costly and difficult to operate, and are mainly found
in large hospitals and diagnostic imaging centers. In 1995, there were fewer
than 1,200 such BMD measurement devices in use in the United States.

The most commonly used technique for assessing BMD is dual energy x-ray
absorptiometry ('densitometry' or 'DEXA'). Traditional densitometry machines are
large, table-sized units which measure bone density at a number of axial
skeletal sites, most commonly the hip and spine. The theoretical precision of
DEXA technology is high, creating the ability to monitor slight changes in bone
density. Results are available in approximately one hour. Axial sites, however,
require complicated positioning and scan times of 15 minutes to one hour,

resulting in greater variability of densities and increased radiation.
Densitometry machines that are capable of axial scans cost approximately $50,000
to $150,000 and require operation by a trained technician. Due to their cost,
axial devices are not practical for use in the primary care market.

Peripheral densitometry devices, which have recently been introduced into
the primary care market, measure BMD of the wrist, forearm, hand and heel, yield
results in four to six minutes and cost between $19,000 and $39,000. These
devices are based on accepted DEXA methodology and may be placed on a
countertop. The Company believes that, since their market introduction in late
1994, over 600 peripheral densitometry devices have been sold worldwide.
However, a number of drawbacks have limited their widespread acceptance. These
include the necessity of specialized training and high cost relative to the
reimbursement rate. In November 1996, the Health Care Finance Administration
('HCFA') changed the reimbursement codes for densitometry, separating
them into two categories: axial densitometry, for which the reimbursement
amount is currently $121.16 per test, and peripheral densitometry, for
which the reimbursement amount is currently $37.57 per test. A number of
alternative techniques have been developed which have attempted to address the
needs of the
27

<PAGE>

primary care market, each of which also has significant drawbacks. These
include radiographic absorptiometry ('RA'), which does not provide instant
test results; ultrasound, which has limited accuracy and has not been approved
for use in the United States; and biochemical markers, which do not reveal
absolute bone mass.

Mammography

Breast cancer is the leading cause of cancer death among women in the
United States between the ages of 40 and 55, and the second leading cause of
cancer death among all women in the United States. According to the American
Cancer Society, approximately 184,000 new cases of breast cancer were diagnosed
and approximately 44,000 women died from the disease in 1996. The annual cost of
breast cancer screening and diagnosis in the United States alone is estimated at
$6 billion. Successful treatment of breast cancer depends in large part on the
early detection of malignant lesions in the breast. According to the National
Cancer Institute, the five year survival rate decreases from more than 90% to
72% after the cancer has spread to the lymph nodes, and to 18% after it has
spread to other organs such as the lungs, liver or brain.

Radiographic screening mammography is the standard of care for detecting
breast cancer. The American Cancer Society recently issued a policy statement
recommending that all women over the age of 40 be tested by mammogram yearly. As
a result of increased awareness of the importance of regular screening, the
number of women having regular mammograms is rising. Over the past five years,
the number of mammograms performed in the United States has increased from 15
million to over 25 million annually, according to American Cancer Society
statistics.

Mammography techniques have not changed significantly over the past 20
years, although slight improvements have been made in x-ray film quality. One
major drawback to the use of current mammography systems is their limited
ability to image dense breast tissue, typically found in women under the age of
50, resulting in an unduly high rate of 'false positive' test results and the
concomitant consequences: unwarranted surgical biopsies, significant cost and
great anxiety and concern to the patient. As reported by the American Cancer
Society, women under age 50 experience significant incidence of breast cancer,
with 23% of breast cancer cases detected in women under age 50.

Another limitation of conventional mammography is the time and cost
required to develop the film. Time is particularly problematic in the case of
stereotactic needle biopsies, in which a hollow needle is inserted into the
breast to obtain a tissue sample of a suspected lesion. Multiple mammograms must
be obtained during the procedure in order to properly position the needle. In
1995, approximately 1,000,000 breast biopsies were performed in the United
States, of which approximately 200,000 were stereotactic needle biopsies, up
from fewer than 500 in 1990.

Digital mammography is diagnostically superior to current film-based
systems, yielding higher contrast, improved resolution and lower dosage. Digital
mammography may be especially useful in screening women under the age of 50
because of its enhanced ability to image the denser breast tissue typically
found in younger women. Clinical testing has shown that digital mammography, as
compared with non-digital devices, can increase accurate diagnosis by 20%.
Digital mammography also provides instant images allowing for real time
stereotactic needle biopsies.

The only digital formats for mammography currently on the market are 'spot'
mammography devices, which can depict a 6 x 6 cm region of the breast. These
devices are fabricated with CCDs, are limited in size, and cost in excess of
$90,000. Because of their limited size, these 'spot' mammography devices are
useful for specific operative procedures, such as needle biopsies, but not for
general screening and diagnosis. A number of companies have developed prototypes
of large area digital systems, using either amorphous silicon or tiled CCD
technology. The anticipated price for these units is expected to fall in the
$250,000 to $500,000 range, or approximately four to eight times the current
cost of standard mammography equipment.

According to the American College of Radiology, in 1996 there were
approximately 14,000 screening mammography machines in the United States, and
the Company believes that there were approximately 15,000 additional screening
mammography machines in other major health care markets. The market for
mammography machines is driven by increased awareness of breast cancer risk,
the emphasis on early detection, the growing number of stereotactic needle
biopsies and the advancement of digital technology.

<PAGE>

PRODUCTS

Dental Imaging

The Company's principal revenue-generating product is its CDR(Trademark)
computed dental radiography imaging system. The CDR(Trademark) system produces
full size, high resolution dental x-ray images instantly on a color computer
monitor, without film or the need for chemical development, and with a radiation
dose that is approximately 10% of that required for conventional x-ray film. The
CDR(Trademark) system uses an intra-oral sensor to capture the x-ray image. Once
captured, the x-ray image is transmitted to a computer where it is permanently
stored as part of the patient's x-ray records and can be analyzed using powerful
diagnostic software developed by the Company.

The Company's CDR(Trademark) system is easy to operate and can be used with
any dental x-ray generator. To produce a digital x-ray image using
CDR(Trademark), the dentist selects a sensor of suitable size and places it in
the patient's mouth. The sensor converts the x-rays into a digital image which
is displayed on the computer monitor within five seconds and automatically
stored as part of the patient's clinical records. CDR(Trademark) system software
allows the dentist to perform a variety of advanced diagnostic operations on the
image. The sensor can then be repositioned for the next x-ray. As the x-ray dose
is significantly lower than that required for conventional x-ray film, concern
over the potential health risk posed by multiple x-rays is greatly diminished.
The process is easy and intuitive, enabling nearly any member of the dental
staff to operate the CDR(Trademark) system with minimal training.

The use of the CDR(Trademark) system offers significant benefits to
dentists. The use of digital radiography eliminates delays in, and cost of, film
processing, thus increasing the dentist's potential revenue stream and
efficiency, and reduces overhead expenses. The use of digital radiography also
allows dentists to more effectively communicate diagnosis and treatment plans to
patients, which the Company believes has the potential to increase the rate of
patients' treatment acceptance and resulting revenues. Finally, the dosage
required to produce an intra-oral dental x-ray, which is high when compared with
other medical radiographs, can be reduced by up to 90% through the use of the
Company's product.

The Company manufactures image sensors in three sizes which correspond to
the three standard size conventional x-ray films. Size 0 measures 27 x 19 x 6 mm
and is designed for pediatric use; size 1 measures 42 x 25 x 5 mm and is
designed for taking anterior dental images; and size 2 measures 44 x 31 x 5 mm
and is designed to take bitewing images. All of the Company's CDR(Trademark)
sensors may easily be sterilized using cold solutions or gas.

In November 1996, the Company received FDA approval to market its
innovative new intra-oral camera, the CDRCam(Trademark), and began shipping the
product in early 1997. Since then, over 250 orders have been received for the
Company's CDRCam(Trademark). CDRCam(Trademark), which the Company believes to be
the smallest and most portable intra-oral camera on the market, features a
1/4-inch CCD video camera in a miniature handpiece, includes four focal
settings, provides what the Company believes to be the closest macro focus view

available and is the first such camera to offer a detachable handpiece without
the need for a docking station. CDRCam(Trademark) fully integrates with the
CDR(Trademark) system to provide color video images of the structures of the
mouth. Since their introduction in 1991, intra-oral cameras have become widely
accepted as a dental communication and presentation tool.

The typical CDR(Trademark) configuration includes a computer, display
monitor and size 2 digital sensor, and has a list price of $10,995 in the United
States. CDR(Trademark) is also sold in a kit form which includes a digital
sensor and an interface board. The Company sells the CDRCam(Trademark) for
$3,995 when it is purchased together with the CDR(Trademark) system. Optional
accessories, such as a printer and computer network capabilities, increase the
list price of the average CDR(Trademark) system sale to approximately $16,500.

The Company anticipates generating a stream of recurring revenue from its
installed base of CDR(Trademark) systems through its line of disposable
accessories for the CDR(Trademark) system, including sterile barrier covers and
positioning devices.

Osteoporosis Diagnosis

The Company has developed an innovative device to measure BMD to assist
doctors in the diagnosis of osteoporosis. This low-cost and highly precise
diagnostic tool, to be marketed under the trade name accuDEXA(Trademark),
measures BMD more quickly, accurately and easily than any comparable product
currently on the
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market, while using a minimal radiation dosage. It is a point-of-treatment
tool, designed for use by primary care physicians as an integral part of
a patient's regular physical examination. In connection with the development
of accuDEXA(Trademark), the Company has entered into an agreement with
Merck pursuant to which Merck agreed to provide the Company with financing
and to develop certain clinical protocols. See '-- Merck Agreement.'
The Company has filed a 510(k) application with the FDA in order to gain
approval for the general use and marketing of the device and, pending FDA
marketing clearance, plans to introduce the product in the second half of 1997.

Based on APS technology, accuDEXA(Trademark) is a small self-contained unit
capable of instantly measuring the BMD of a specific portion of the patient's
hand, a site which has a high correlation to fracture risk. This device is the
first BMD measurement instrument which is virtually automatic, requiring no
operator intervention, calibration or interfacing of any kind other than the
entry of relevant patient data into a built-in touch sensitive video screen. The
device requires no external x-ray generator or computer and it exposes the
patient to less than 1% of the radiation of a single conventional dental x-ray
dose. To use accuDEXA(Trademark), the patient places his or her hand into a
positioner and the device automatically produces two low-dosage instant
radiographs. The patient's bone density information is displayed on the screen

in less than 25 seconds. The target price for this device is approximately
$12,000, making it approximately 50% to 60% less expensive than other peripheral
BMD measurement devices on the market. The Company believes that
accuDEXA(Trademark)'s turnkey operation, low-cost, small size and instant
results make it an attractive product for the primary care physician. In
contrast to accuDEXA(Trademark), currently available densitometry machines,
including other peripheral densitometry systems, require that a trained operator
perform the bone scans. This adds additional expense to the cost of the test and
may decrease the test's precision due to possible operator error in positioning
and scanning.

In an independent clinical test conducted at Beth Israel Hospital in
Boston, Massachusetts in conjunction with Harvard Medical School, a prototype of
accuDEXA(Trademark) has been shown to have an accuracy rate of 99.6%. Testing
has also shown that the device has a precision error rate of only 0.5%. The
Company anticipates that accuDEXA(Trademark) will qualify for the $37.57 per
procedure reimbursement established by HCFA for peripheral measurement devices.

Mammography Device

The Company has developed a method of producing high quality digital
mammography sensors at a cost which, it believes, will be substantially lower
than its competitors' existing and proposed systems. The Company believes that
its digital mammography sensors will yield higher contrast, improved resolution
and lower radiation dosage than current film based systems, will be especially
useful in screening the denser breast tissue typically found in women under the
age of 50 and will allow for real time stereotactic needle biopsies. Clinical
testing has shown that, in comparison with non-digital devices, digital
mammography can increase accurate diagnosis by 20%.

The Company's proprietary APS technology allows the fabrication of high
resolution, large-area devices at low cost. The Company plans to manufacture an
8 x 8 cm sensor by the end of 1997, with a larger full field sensor to follow.
The small 'spot' mammography 6 x 6 cm sensors currently available from other
companies retail for over $90,000. The prototype full sized sensors which are
being developed by these companies are projected to cost $250,000 to $500,000.
The Company believes that its mammography sensors will cost substantially less
than these products and provide superior image quality.

SALES AND MARKETING

Dental Products

Approximately 76% of the Company's sales in fiscal 1997 were made by the
Company's direct sales force to the dental industry in the United States. The
remaining 24% were export sales to foreign independent distributors. In the
United States, the Company utilizes a direct sales system which incorporates
dental trade shows and professional seminars, advertisements in dental
periodicals, journals and other publications, direct mail and product
announcements. The Company employs approximately 40 sales representatives who

are located throughout the United States and are organized into six territories.
A staff of ten marketing specialists based at the Company's offices in New York
supports the direct sales force by planning events and developing

30
<PAGE>

promotional and marketing materials. In addition, the Company has an in-house
sales program which focuses on universities and continuing education programs.
As of April 1, 1997, CDR(Trademark) has been sold to more than 30% of
dental schools in the United States. The Company also employs a government
sales program to sell directly to the Armed Services, Veterans Administration
hospitals, United States Public Health Service and other government-sponsored
health institutions.

In the international market, the Company sells the CDR(Trademark) system
via independent regional distributors. There are currently approximately 30
independent CDR(Trademark) dealers, covering over 50 countries. These dealers
are recruited based upon relevant experience, reputation and resources.
Typically, dealers have contracts of 6 to 12 months, under which they must meet
certain predetermined sales levels. A specialized in-house staff provides the
foreign distributors with materials, technical assistance and training, both in
New York and abroad.

The Company has recently begun to broaden its sales strategy by negotiating
distribution and private-label 'OEM' agreements, both domestically and
internationally. The Company has also entered into an OEM sales agreement with
HSI, pursuant to which HSI will sell the CDR(Trademark) system under its own
trade name. The Company's goal is to utilize its leading position in the
industry to secure as many productive sales channels as possible and to rapidly
penetrate additional segments of the international market. The Company is
currently negotiating agreements with a number of major dental practice
management vendors, dental dealers and dental equipment manufacturers.

Osteoporosis Diagnosis

The Company's strategy is to sell accuDEXA(Trademark) through a direct
sales force and established independent distributors and manufacturers of
medical and radiological equipment. The Company has entered into an OEM sales
agreement with Norland, pursuant to which Norland will sell accuDEXA(Trademark)
under its own trade name. The primary end-users for accuDEXA(Trademark) are
expected to be primary care physicians, including OB/GYN practices, and
osteopathic and geriatric specialists.

Pharmaceutical companies are currently involved in wide-scale osteoporosis
education and awareness programs targeted at physicians. A number of such
companies currently have FDA-approved therapies for the treatment of
osteoporosis, including Novartis, Wyeth-Ayerst Laboratories and Merck. Several
other companies have additional products which are currently in clinical trials,
including Procter & Gamble, Boehringer-Mannheim, Sanofi, Eli Lilly and Pfizer.

The Company expects that the efforts of pharmaceutical companies to develop
medicines and treatment programs will result in the expansion of doctors'
involvement in initial screening and routine management of osteoporosis, thereby
increasing the market for BMD measurement devices. The Company intends to
capitalize on these efforts both in the United States and abroad. Pharmaceutical
companies already have devoted significant resources to educating doctors about
osteoporosis and BMD measurement devices. The Company intends to pursue
arrangements with these companies in order to generate leads for the Company's
direct sales force, supplementing the Company's various other direct marketing
strategies.

Mammography Devices

The Company's sales strategy will be to sell its mammography devices
through established manufacturers in the mammography market, typically on an
'OEM' basis. The Company plans to develop customized versions of its 'spot' and
'full-field' sensors which OEM buyers can incorporate into a wide variety of
mammography machines. The Company believes that this strategy will allow it to
optimize its penetration of the mammography market through utilization of
existing distribution channels.

MERCK AGREEMENT

On August 7, 1996, the Company entered into a secured term loan agreement
with Merck (the 'Merck Agreement') pursuant to which Merck loaned the Company
approximately $1.5 million to be used for the development, manufacture and
marketing of accuDEXA(Trademark). The loan is secured by all of the Company's
accounts receivable and inventory. Pursuant to the Merck Agreement, Merck has
agreed to provide the Company with an amount equal to 50% of certain clinical
and regulatory fees and expenses incurred by the Company in connection

<PAGE>

with the development of accuDEXA(Trademark). The Company anticipates that this
will result in payments by Merck of approximately $175,000 to the Company.
Under the terms of the Merck Agreement, upon the effectiveness of the
Registration Statement, the Company is required to prepay to Merck all amounts
due under the Merck Loan. See 'Use of Proceeds.'

OVERVIEW OF COMPANY TECHNOLOGY

Digital Radiography Systems

Digital radiography systems are based upon electronic devices which convert
x-ray energy into a machine readable digital format. At the heart of these
systems are semiconductor devices, all of which have a number of common
characteristics: they are made up of a matrix of picture elements, or pixels;
they convert the incident radiation into electrons, which are stored in the
pixels; and they have a mechanism for determining how many electrons are present

within each pixel after the exposure. The number of electrons in each pixel
corresponds to the amount of radiation which entered that pixel. By assigning an
intensity value to each pixel based upon the number of electrons collected, an
image can be reconstructed for display and storage.

Because semiconductors are more sensitive to visible light than to x-rays,
a 'conversion layer' is typically placed in front of the semiconductor to
convert the x-rays into visible light so that they can be more efficiently
imaged. This conversion layer is called a scintillator, and is typically a thin
coating which is optically coupled to the semiconductor. The resolution of a
digital radiography system is determined by a combination of the size of the
pixels (the smaller the pixel, the better the resolution), and the quality of
the scintillator and its optical coupling to the semiconductor.

CCDs

A number of different types of semiconductor sensors exist, the most common
of which is the CCD. CCDs have been available since the early 1970s, and are
used in a wide range of imaging applications, from low cost consumer products
such as camcorders, to sophisticated space based surveillance systems. CCDs are
made using microlithographic techniques to create circuit patterns in silicon
wafers, and can therefore be designed with very small pixels, resulting in high
resolution sensors. However, CCDs require very exacting custom manufacturing
standards, and are very sensitive to minute processing fluctuations. As CCDs are
made larger, the manufacturing yield typically drops dramatically, due to the
sensitive nature of the devices and the presence of random defects in the
silicon material. As a result, the price of CCDs is exponentially related to
their size, with a doubling of image area resulting in a quadrupling of cost.

The Company's CDR(Trademark) system is made using an enhanced, low-cost,
large-area, high resolution CCD device. This is achieved by combining a
simplified manufacturing process with a novel yield-enhancement technique. Using
these techniques, the Company has made the only dental sensor large enough to
replace conventional intra-oral dental film.

APS Technology

In 1992, Cal Tech developed an experimental method of producing high
resolution electronic APS using much less expensive CMOS manufacturing
techniques. CMOS, which stands for 'complementary metal-oxide-semiconductor,' is
an inexpensive and highly refined semiconductor process which is used to make
almost all of the world's integrated circuits, such as microprocessors, memories
and graphics chips. Unlike CCD processes, which are unique to each manufacturer,
CMOS technology is uniform throughout the semiconductor industry. Typical CMOS
wafer processing is a fraction of the cost of CCD processing, and CMOS
manufacturing yield is much higher.

In 1994, the Company entered into a cooperative development program with
Cal Tech pursuant to which the Company undertook to adapt APS devices for
radiographic use. Over a three year period, the Company developed a method to
utilize APS technology to produce a CMOS x-ray sensor with image quality equal
to that of CCDs. In June 1996, the Company obtained the license to use APS
devices for a broad range of health care applications. See '--Patents, Trade

Secrets and Proprietary Rights.' APS technology is currently used in the
Company's BMD measurement device.

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Large Area Sensors

Because CCDs are made from silicon wafers, the maximum size of CCDs is
limited by available wafer sizes, typically to about six centimeters square. A
number of methods have been developed to overcome this problem and create large
area x-ray sensors. One such technique 'tiles' a number of CCD devices together
to form a large sensor. However, since CCDs must have an inactive border around
the pixels, the resulting sensor has large inactive 'seams' around each CCD. To
minimize the border size, the CCDs can be attached to a special optical
component, called a reducing fiber optic plate, which expands the active region
to beyond the inactive border. While this technique greatly reduces the size of
the inactive border, it adds significantly to the cost of the already expensive
CCD elements. In addition, the reducing fiber optic plates introduce undesirable
image distortion and limit the sensitivity of the device.

Amorphous silicon detectors provide one alternative to these tiled CCD
arrays. These semiconductor devices are made on glass plates rather than on
silicon wafers. Detector sizes of up to 20 inches have been achieved using
amorphous silicon. However, amorphous silicon cannot utilize the advanced
microlithography methods used to produce high resolution CCD devices, and so the
pixel sizes are undesirably large and resolution is limited. Also, amorphous
silicon sensors are susceptible to readout noise which further reduces image
quality.

In March 1997, the PTO allowed the Company's patent application for a
'Large Area Image Array'. This patent describes a novel method of producing
large-area APS devices without the need for reducing fiber optic plates. APS
devices cost a fraction of the cost of CCD devices. The Company is currently
developing a number of products based on this patent, including 'spot' and 'full
field' mammography sensors.

MANUFACTURING

The Company's products are manufactured at its facility in Long Island
City, New York, which includes a 2,300 square foot clean room facility. This
facility is subject to periodic inspection by the FDA. The Company has invested
in automated and semi-automated equipment for the fabrication and machining of
parts and assemblies incorporated in its products. The Company's quality
assurance program includes various quality control measures from inspection of
raw materials, purchased parts and assemblies through online inspection. See
'Risk Factors--Potential for Product Recall and Product Liability Claims.'

The Company manufactures most of its custom components itself in order to
minimize dependence on suppliers and for quality control purposes. While the

Company does procure certain components from outside sources which, because of
the quality of their products, are sole suppliers, it believes that those
components could be obtained from additional sources without substantial
difficulty, although the need to change suppliers or to alternate between
suppliers might cause material delays in delivery or significantly increase the
Company's costs. The Company's manufacturing processes are, for the most part,
vertically integrated, although selective outsourcing is employed to take
advantage of economies of scale at outside manufacturing facilities and to
alleviate manufacturing bottlenecks. Certain components used in existing
products of the Company, as well as products under development, may be
purchased from single sources. See 'Risk Factors--Dependence on Key Suppliers;
Volatility of Semiconductor Market.'

COMPETITION

The health care industry in general, and the market for imaging products in
particular, is highly competitive. The Company faces competition and potential
competition from a number of companies, many of which have substantially greater
financial, marketing and other resources than the Company. The specific
competitors are distinct within each of the Company's markets, as described
below. The Company competes primarily on the basis of technology, pricing,
product features and performance, and believes that its products compete
favorably in all such areas. There can be no assurance that the Company will
maintain its competitive position against current and potential competitors,
especially those with greater resources than the Company.

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Dental Products

A number of companies currently sell intra-oral digital dental sensors.
These include Trophy S.A., Siemens Dental Systems, Regam Medical Systems and
Dentsply. None of the competing devices currently on the market is able to
produce full size dental images. In addition, Sorodex Corporation sells a
storage-phosphor based intra-oral dental system. The CDR(Trademark) system has
thus far competed successfully against other products. If other companies enter
the digital radiography field, it may result in a significantly more competitive
market in the future. Several companies are involved in the manufacture and sale
of intra-oral cameras, including Dentsply, Welch-Allyn Co., Henry Schein Co.,
Ultra-Cam, Air Technics and DMD.

Osteoporosis Diagnosis

Norland is currently marketing two peripheral BMD devices which scan the
patient's distal forearm and calcaneus (heel), respectively, and Lunar recently
announced the introduction of a peripheral densitometry device which scans the
heel. A number of companies, including Hologic and Metra Biosystems, are
developing ultrasound machines for BMD monitoring. Two companies, Ostex and
Metra Biosystems, are developing biochemical markers which indicate the rate at
which the body is resorbing (i.e., breaking down) bone. One other potential
competitor of the Company's accuDEXA(Trademark) is the Osteogram test,

manufactured by CompuMed Inc., a peripheral screening test employing RA
technology, conventional hand x-rays and computer analysis.

Mammography Devices

The companies in the digital mammography market include the following
manufacturers of traditional mammography devices: GE Medical Systems, Fischer
Imaging, Trex Medical, Instrumentarium Imaging, Philips and Siemens.

DEPENDENCE ON CUSTOMERS

The Company's business is not dependent on any single customer, and the
Company does not believe that the loss of any single customer would have a
material adverse impact on the Company. Except for Dental Computer/Dental
Technologies, which accounted for 18.0% and 8.3% of the Company's sales,
respectively, in 1996 and 1997, and Oral Vision, Inc., which accounted for 21.3%
of the Company's sales in 1995, no single customer has accounted for more than
five percent of the Company's annual sales in either of the Company's two most
recent fiscal years.

PATENTS, TRADE SECRETS AND PROPRIETARY RIGHTS

The Company seeks to protect its intellectual property through a
combination of patent, trademark and trade secret protection. The Company's
future success will depend in part on its ability to obtain and enforce patents
for its products and processes, preserve its trade secrets and operate without
infringing the proprietary rights of others.

Patents

The Company has an active corporate patent program, the goal of which is to
secure patent protection for its technology. The Company currently has an issued
United States patent for an 'Intra-Oral Sensor for Computer Aided Radiography,'
and an allowed United States patent application for a 'Large Area Image
Detector.' The Company also has one additional patent application currently
pending before the PTO. In addition, the Company is the exclusive licensee of a
United States patent for an 'Intraoral Fluoroscope,' which patent expired on
July 10, 1996, and is the licensee of certain patents, patent applications and
other know-how related to CMOS active pixel sensors, the technology for which
was developed by Cal Tech and licensed to Photobit LLC, from which the Company
obtained the license for a broad range of healthcare applications.

34
<PAGE>

Trademarks

The Company currently has pending in the PTO trademark applications on the
mark 'CDR' for its digital dental radiography product, 'CDRCAM' (both textual
and stylized) for its intra-oral camera, 'QUICKZOOM' (both textual and stylized)

for a viewing feature in its digital dental radiography product and 'ACCUDEXA'
for its BMD measurement product. The 'CDR' mark was allowed pursuant to an April
22, 1997 Notice of Allowance issued by the PTO.

Trade Secrets

In addition to patent protection, the Company owns trade secrets and
proprietary know-how which it seeks to protect, in part, through appropriate
non-disclosure, confidentiality, non-solicitation, non-competition and employee
agreements with appropriate individuals, including employees, consultants,
vendors and independent contractors. These agreements generally provide that all
confidential information developed by or made known to the individual by the
Company during the course of the individual's relationship with the Company is
the property of the Company, and is to be kept confidential and not disclosed to
third parties, except in specific limited circumstances. The agreements also
generally provide that all inventions conceived by the individual in the course
of rendering services to the Company shall be the exclusive property of the
Company. However, there can be no assurances that these agreements will not be
breached, that the Company would have adequate remedies available to it for any
breach or that the Company's trade secrets will not otherwise become known to,
or independently developed by, its competitors.

GOVERNMENT REGULATION

Products that the Company is currently developing or may develop in the
future are likely to require certain forms of governmental clearance, including
FDA marketing clearance. The FDA review process typically requires extended
proceedings pertaining to product safety and efficacy. The Company believes that
its future success will depend to a large degree upon commercial sales of
improved versions of its current products and sales of new products; the Company
will not be able to market such products in the United States without FDA market
clearance. There can be no assurance that accuDEXA(Trademark), or any other
products to be developed by the Company, will be given clearance by applicable
governmental authorities or that additional regulations will not be adopted or
current regulations amended in such a manner as to adversely affect the Company.
See 'Risk Factors--Regulatory and Legislative Risks.'

Pursuant to the Federal Food, Drug and Cosmetic Act, as amended (the 'FD&C
Act'), the FDA classifies medical devices intended for human use into three
classes: Class I, Class II, and Class III. In general, Class I devices are
products for which the FDA determines that safety and effectiveness can be
reasonably assured by general controls under the FD&C Act relating to such
matters as adulteration, misbranding, registration, notification, records and
reports. The CDRCam(Trademark) is a Class I device.

Class II devices are products for which the FDA determines that general
controls are insufficient to provide a reasonable assurance of safety and
effectiveness, and that require special controls such as promulgation of
performance standards, post-market surveillance, patient registries or such
other actions as the FDA deems necessary. The CDR(Trademark) system has been
classified as a Class II device.

Class III devices are devices for which the FDA has insufficient

information to conclude that either general controls or special controls would
be sufficient to assure safety and effectiveness, and which are life-supporting,
life-sustaining, of substantial importance in preventing impairment of human
health, or present a potential unreasonable risk of illness or injury. Devices
in this case require pre-marketing approval, as described below. None of the
Company's existing products are in the Class III category.

The FD&C Act further provides that, unless exempted by regulation, medical
devices may not be commercially distributed in the United States unless they
have been cleared by the FDA. There are two review procedures by which medical
devices can receive such clearance. Some products may qualify for clearance
under a Section 510(k) procedure, in which the manufacturer submits to the FDA a
pre-market notification that it intends to begin marketing the product, and
shows that the product is substantially equivalent to another legally marketed

35
<PAGE>

product (i.e., that it has the same intended use and that it is as safe and
effective as a legally marketed device, and does not raise different questions
of safety and effectiveness than does a legally marketed device). In some cases,
the 510(k) notification must include data from human clinical studies.

Marketing may commence once the FDA issues a clearance letter finding such
substantial equivalence. According to FDA regulations, the agency has 90 days in
which to respond to a 510(k) notification. There can be no assurance, however,
that the FDA will provide a response within that time, or reach a finding of
substantial equivalence.

If a product does not qualify for the 510(k) procedure (either because it
is not substantially equivalent to a legally marketed device or because it is a
Class III device), the FDA must approve a PMA application before marketing can
begin. PMA applications must demonstrate, among other things, that the medical
device is safe and effective. A PMA application is typically a complex
submission that includes the results of clinical studies. Preparation of such an
application is a detailed and time-consuming process. Once a PMA application has
been submitted, the FDA's review process may be lengthy and include requests for
additional data. By statute and regulation, the FDA may take 180 days to review
a PMA application, although such time may be extended. Furthermore, there can be
no assurance that a PMA application will be approved by the FDA.

In February 1994, the FDA approved the Company's 510(k) application for
general use and marketing of the CDR(Trademark) system. In November 1996, the
FDA approved the Company's 510(k) application for general use and marketing of
the CDRCam(Trademark).

In May 1997, following the completion of a study performed at Beth Israel
Hospital in Boston, Massachusetts in conjunction with Harvard Medical School,
the Company filed a 510(k) application with the FDA, seeking marketing clearance
for accuDEXA(Trademark). The Company believes that accuDEXA(Trademark) will be
classified as a Class II device, and that this product will not require a PMA
application but will be eligible for marketing clearance through the 510(k)

notification procedure based upon its substantial equivalence to a previously
marketed device or devices. Although the 510(k) pre-market clearance process is
ordinarily simpler and faster than the PMA application process, there can be no
assurance that the Company will obtain 510(k) pre-market clearance for
accuDEXA(Trademark) or that it will be classified as a Class II device or that,
in order to obtain 510(k) clearance, the Company will not be required to submit
additional data or meet additional FDA requirements that may substantially delay
the 510(k) process and add expense to the process. Moreover, such 510(k)
pre-market clearance, if obtained, may be subject to conditions on the marketing
or manufacturing of accuDEXA(Trademark) which may impede the Company's ability
to market and/or manufacture the product.

In addition to the requirements described above, the FD&C Act requires that
all medical device manufacturers and distributors register with the FDA annually
and provide the FDA with a list of those medical devices which they distribute
commercially. The FD&C Act also requires that all manufacturers of medical
devices comply with labeling requirements and manufacture their products and
maintain their documents in a prescribed manner with respect to manufacturing,
testing, and quality control activities. The FDA's Medical Device Reporting
regulation subjects medical devices to postmarket reporting requirements for
death or serious injury, and for certain malfunctions that would be likely to
cause or contribute to a death or serious injury if malfunction were to recur.
In addition, the FDA prohibits a device which has received marketing clearance
from being marketed for applications for which marketing clearance has not been
obtained. The FDA further requires
that certain medical devices not cleared for marketing in the United States
receive FDA marketing clearance before they are exported.

FDA guidelines entitled 'Good Manufacturing Practices of Medical Devices'
set forth standards for the Company's manufacturing process, requires the
maintenance of certain records and provide for unscheduled inspections of the
Company's facilities. Certain requirements of state, local and foreign
governments must also be complied with in the manufacture and marketing of the
Company's products. The Company believes that its manufacturing and quality
control procedures meet the requirements of these regulations.

Failure to comply with applicable regulatory requirements can, among other
consequences, result in fines, injunctions, civil penalties, suspensions or loss
of regulatory approvals, product recalls, seizure of products, operating
restrictions and criminal prosecution. In addition, governmental regulations may
be established that could prevent or delay regulatory clearance of the Company's
products. Delays in receipt of clearance, failure to

<PAGE>

receive clearance or the loss of previously received clearance would have a
material adverse effect on the Company's business, financial condition and
results of operations.

In addition to laws and regulations enforced by the FDA, the Company is
subject to government regulations applicable to all businesses, including, among
others, regulations related to occupational health and safety, workers' benefits

and environmental protection. The extent of government regulation that might
result from any future legislation or administrative action cannot be accurately
predicted. Failure to comply with regulatory requirements could have a material
adverse effect on the Company's business, financial condition and results of
operations.

Distribution of the Company's products in countries other than the United
States may be subject to regulations in those countries. The Company typically
relies on its independent distributors in such foreign countries to obtain the
requisite regulatory approvals. There can be no assurance that the Company will
be able to obtain the approvals or clearances necessary to market its
accuDEXA(Trademark) or any other product outside of the United States.

LITIGATION

The Company is a named defendant in two lawsuits instituted by Trophy S.A.
One lawsuit was instituted in France and the other in the United States. The
Company has also been sued by Radworks and the University of Texas.

The French lawsuit instituted by Trophy S.A. was filed in November 1995, in
the tribunal de Grande Instance de Bobigny, the French patent court, and
originally alleged that the Company's CDR(Trademark) system infringes French
Patent No. 2,547,495, European Patent No. 129,451 and French Certificate of
Addition No. 2,578,737. These patents, all of which are related, are directed to
a CCD based intra-oral sensor. Since filing its lawsuit, Trophy S.A. has
withdrawn its allegation of infringement with respect to the Certificate of
Addition. Trophy S.A. is seeking a permanent injunction and damages, including
damages for its purported lost profits. The Company believes that the lawsuit is
without merit, and is vigorously defending it. The Company is represented by a
French barrister and French patent counsel.

The lawsuit in the United States was filed in March 1996 by Trophy S.A.,
Trophy Inc. and the named inventor on the patent in suit, Francis Mouyen, a
French citizen. The suit was brought in the United States District Court for the
Eastern District of New York, and alleges that the Company's CDR(Trademark)
system infringes the '400 patent, which is related to the patents in the French
lawsuit. Trophy S.A., Trophy Inc. and Mouyen are seeking a permanent injunction
and unspecified damages, including damages for purported lost profits, enhanced
damages for the Company's purported willful infringement and an award of
attorney fees. The Company believes that the lawsuit is without merit, and is
vigorously defending it. The Company is represented by United States
intellectual property counsel, and has also obtained a formal opinion of
intellectual property counsel that the CDR(Trademark) system does not infringe
the '400 patent.

The Company has also been sued by Radworks and the University of Texas.
That suit, filed in December 1996 in the United States District Court for the
Western District of Texas, alleges that the Company's CDR(Trademark) system
infringes the '579 patent. The '579 patent is directed to a display system for
digital dental radiographs. Radworks and the University of Texas are seeking a
permanent injunction and unspecified damages, including enhanced damages for the
Company's purported willful infringement and an award of attorney fees. The
Company believes that the lawsuit is without merit, and is vigorously defending
it. The Company is represented by intellectual property counsel and Texas local
counsel, and has also obtained a formal opinion of intellectual property counsel
that the CDR(Trademark) system does not infringe the '579 patent.

37
<PAGE>

adverse effect upon the Company. Moreover, regardless of their outcome, the
Company may be forced to expend significant amounts of money in legal fees in
connection with these lawsuits.

INSURANCE

The Company is subject to the risk of product liability and other liability
claims in the event that the use of its products results in personal injury or
other claims. Although the Company has not experienced any product liability
claims to date, any such claims could have an adverse impact on the Company. The
Company maintains insurance coverage related to product liability claims in the
amount of $1 million per occurrence, annual aggregate maximum coverage in the
amount of $2 million, and umbrella coverage in the amount of $10 million. There
can be no assurance that product liability or other claims will not exceed such
insurance coverage limits, or that such insurance will continue to be available
on commercially acceptable terms, or at all. See 'Risk Factors--Potential for
Product Recall and Product Liability Claims.'

EMPLOYEES

At March 31, 1997, the Company had 173 full-time employees, engaged in the
following capacities: production (47); direct sales (40); management,
accounting, legal and administrative (35); research and development and quality
control engineers (26); product support engineers (15); and marketing (10). The
Company believes that its relations with its employees are good. No Company
employees are represented by a labor union or are subject to a collective
bargaining agreement, nor has the Company experienced any work stoppages due to
labor disputes.

FACILITIES

The Company presently occupies 30,800 square feet of space in Long Island

City, New York pursuant to a lease with Falchi Building Co., LP, which expires
in February 2001. This space houses the Company's executive offices, sales and
marketing headquarters, research and development laboratories and production and
shipping facilities. The Company anticipates expanding its facilities over the
next 12 months to meet increased staffing and manufacturing needs. The Company
expects that adequate space will be available at a reasonable cost.

<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
directors and executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE* POSITION
- ---------------------------- ---- ----------------------------------------------
<S> <C> <C>
David B. Schick............. 36 Chairman of the Board, Chief Executive Officer
and President

Jonathan Singer............. 32 Vice President--Engineering and Director

David B. Spector, C.P.A. ... 37 Chief Financial Officer and Treasurer

Zvi N. Raskin, Esq. ........ 34 Secretary and General Counsel

Daniel Neugroschl........... 30 Vice President--Operations and Advanced
Development

Fred Levine................. 34 Director of Sales and Marketing

Mark I. Bane, Esq. ......... 36 Director

Euval S. Barrekette, Ph.D. . 66 Director

Allen Schick, Ph.D. ........ 62 Director

Howard Wasserman, D.D.S..... 40 Director
</TABLE>

- ------------------
* At April 1, 1997

The business experience of each of the directors and executive officers is
set forth below.

DAVID B. SCHICK is a founder of the Company and, since its inception in
April 1992, has served as the Company's President, Chief Executive Officer and
Chairman of the Board of Directors. From September 1991 to April 1992 Mr. Schick
was employed by Philips N.V. Laboratories, where he served as a consulting
engineer designing high-definition television equipment. From February 1987 to
August 1991, Mr. Schick was employed as a senior engineer at Cox and Company, an
engineering firm in New York City ('Cox and Company'). From January 1985 to
January 1987, Mr. Schick was employed as an electrical engineer at Grumman
Aerospace Co. Mr. Schick holds a B.S. degree in electrical engineering from the

University of Pennsylvania's Moore School of Engineering. Mr. Schick is the son
of Dr. Allen Schick and the nephew of Dr. Euval S. Barrekette. In 1996, Mr.
Schick was awarded the New York City Region Entrepreneur of the Year Award.

JONATHAN SINGER is a founder of the Company and, from its inception in
April 1992 to December 1996, was the Company's Director of Engineering and,
since December 1996, has served as the Company's Vice President of Engineering.
Since January 1995, Mr. Singer has also served as a Director of the Company.
From February 1991 to July 1992, Mr. Singer was employed as a mechanical
engineer by Cox and Company. He holds a B.S. degree in Mechanical Engineering
from the Massachusetts Institute of Technology and an M.S. degree from the
University of Pennsylvania.

DAVID B. SPECTOR has been the Company's Chief Financial Officer since
January 1996 and has served as Treasurer since May 1997. Mr. Spector joined the
Company in 1992 as its part-time controller. From September 1992 to December
1995, Mr. Spector was a self-employed certified public accountant. From January
1988 to September 1992, Mr. Spector was an accountant with Kranz & Co., a
certified public accounting firm. Mr. Spector holds a B.S. degree in business
from Adelphi University.

ZVI N. RASKIN, Esq., has served as Secretary of the Company since April
1992 and as General Counsel of the Company since September 1995. From April 1992
to May 1996, Mr. Raskin was a Director of the Company. Mr. Raskin is admitted to
practice law before the Bars of the State of New York, the United States
District Courts for the Southern and Eastern Districts of New York and the
United States Court of Appeals for the Second Circuit. From 1992 to 1995, Mr.
Raskin was a senior associate at the New York law firm of Townley & Updike. From
1990 to 1992, Mr. Raskin was an associate at the New York law firm of Dornbush
Mandelstam & Silverman. Mr. Raskin holds a J.D. degree from Yale Law School.

DANIEL NEUGROSCHL is a founder of the Company and, from its inception in
April 1992 to December 1996, was the Company's Director of Operations and, since
December 1996, has served as the Company's Vice President of Operations and
Advanced Development. From January 1995 to May 1996, Mr. Neugroschl was a
Director of the Company. From November 1990 to September 1992, Mr. Neugroschl
was a researcher at IBM's T.J. Watson Research Center. Mr. Neugroschl holds an
M.S. degree in Materials Science from Columbia University.

<PAGE>

FRED LEVINE has served as the Company's Director of Sales and Marketing
since August 1995. From May 1987 to August 1995, Mr. Levine was employed at
American Express Travel Services, where he served in various positions,
including Director of Product Development and Sales from September 1993 to
August 1995. Mr. Levine holds a B.S. degree in Computer Science from Brooklyn

College.

MARK I. BANE, Esq., has served as a Director of the Company since January
1995. From July 1993 to the present, Mr. Bane has been a partner at the New York
City law firm of Kelley Drye & Warren LLP. From April 1989 to July 1993, Mr.
Bane was an associate at Kelley Drye & Warren LLP. Mr. Bane is admitted to
practice law before the Bars of the State of New York, the United States
District Courts for the Southern and Eastern Districts of New York and the
District of Connecticut. Mr. Bane holds a J.D. degree from New York University
School of Law.

EUVAL S. BARREKETTE, Ph.D., has served as a Director of the Company since
April 1992. Dr. Barrekette is a licensed Professional Engineer in New York
State. Since 1986 Dr. Barrekette has been a consulting engineer and physicist.
From 1984 to 1986 Dr. Barrekette was Group Director of Optical Technologies of
the IBM Large Systems Group. From 1960 to 1984 Dr. Barrekette was employed at
IBM's T.J. Watson Research Center in various capacities, including Assistant
Director of Applied Research, Assistant Director of Computer Science, Manager of
Input/Output Technologies and Manager of Optics and Electrooptics. Dr.
Barrekette holds an A.B. degree from Columbia College, a B.S. degree from the
Columbia University School of Engineering, an M.S. degree from its Institute of
Flight Structures and a Ph.D. from the Columbia University Graduate Faculties.
Dr. Barrekette is a fellow of the American Society of Civil Engineers and a
Senior Member of the Institute of Electronic & Electrical Engineers. Dr.
Barrekette is a member of The National Society of Professional Engineers, The
New York State Society of Professional Engineers, The Optical Society of America
and The New York Academy of Science. Dr. Barrekette is the uncle of Mr. David
Schick and the brother-in-law of Dr. Allen Schick.

ALLEN SCHICK, Ph.D., has served as a Director of the Company since April
1992. Since 1981, Dr. Schick has been a professor at the University of Maryland
and since 1988 has been a Visiting Fellow at the Brookings Institution. Dr.
Schick holds a Ph.D. degree from Yale University. Dr. Schick is Mr. David
Schick's father and the brother-in-law of Dr. Barrekette.

HOWARD WASSERMAN, D.D.S., has served as a Director of the Company since May
1996 and has been a medical advisor to the Company since 1992. Since 1983, Dr.
Wasserman has been a practicing dentist in New York City. Dr. Wasserman has been
a member of the American Academy of Periodontology since 1981, and a member of
the American Dental Association since 1977. Dr. Wasserman has served as a
Director of Live Wire Enterprises, a manufacturer of electroluminescent wire
systems, since 1996. Dr. Wasserman holds a D.D.S. degree from Columbia
University School of Dentistry.

Pursuant to the Certificate of Incorporation and By-Laws, the Board of
Directors consists of six directors or such greater or lesser number (not less
than five or greater than twelve) as may be fixed from time to time by a
majority of the total number of directors which the Company would have if there
were no vacancies on the Board of Directors (the 'Whole Board').

The directors are divided into three classes, each class consisting of as
nearly equal a number of Directors as possible, having terms expiring at the

respective annual meetings of stockholders in 1998 (comprised of Messrs. Singer
and Wasserman), 1999 (comprised of Messrs. Bane and Barrekette) and 2000
(comprised of Messrs. David Schick and Allen Schick). At each annual meeting of
stockholders, successors to directors of the class whose term expires at such
meeting will be elected to serve for three-year terms and until their successors
are elected and qualified.

The term in office of each executive officer ends when his successor has
been elected and qualified or upon his removal or resignation. The By-Laws
provide that officers of the Company can be removed or replaced only by the
affirmative vote of a majority of the Whole Board (excluding, if such officer is
also a director, such director).

<PAGE>

The Board of Directors has established an Executive Compensation Committee
and an Audit Committee. The responsibilities and membership requirements of each
of these Committees are described below.

The Audit Committee consists of at least two directors, none of whom may be
an employee of the Company. The Audit Committee has oversight responsibility
relating to the Company's accounting practices, internal financial controls and
financial reporting, including the engagement of independent auditors and the
planning, scope, timing and cost of any audit as well as review of the
independent accountant's report on the financial statements following completion
of each such audit. In addition, the Audit Committee is responsible for the
development and implementation of policies, procedures and other matters
relating to business integrity, ethics and conflicts of interest. The members of
the Audit Committee are Messrs. Bane and Barrekette.

The Executive Compensation Committee consists of at least two directors, a
majority of whom may not be employees of the Company. The Executive Compensation
Committee has oversight responsibility relating to the Company's employee
benefit and compensation plans, including compensation of the executive officers
and administering and making awards under the 1996 Employee Stock Option Plan.
The Executive Compensation Committee is also responsible for the development and
implementation of policies, procedures and other matters relating to the hiring
and retention of management and for reviewing, monitoring and recommending (for
approval by the Board of Directors) plans with respect to succession of the
chief executive officer. The members of the Executive Compensation Committee are
Messrs. Bane and Wasserman.

Prior to the Offering, directors served without compensation. Following the
Offering, directors who are not employees of the Company will be entitled to an
annual retainer of $2,000, a fee of $500 for each meeting of the Board of
Directors attended in person and a fee of $300 for each committee meeting
attended. At the option of the Board of Directors, such retainers and fees may
be paid in shares of Common Stock. In addition, non-employee directors are
entitled to receive annual grants of stock options as described under
'--Directors Stock Option Plan.' Since January 1, 1997, all directors have been
entitled to reimbursement of reasonable travel expenses incurred in connection
with the Company's business.

Certain provisions of the Certificate of Incorporation and By-Laws and the
DGCL may limit the ultimate liability of directors and executive officers of the
Company for breaches of certain of their duties to the Company and its
stockholders. See 'Description of Capital Stock--Certain Charter and Statutory
Provisions.'

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mark I. Bane, Esq., a partner of Kelley Drye & Warren LLP, outside counsel
to the Company, has been a member of the Executive Compensation Committee since
January 1996.

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation
received by the Company's chief executive officer and each of the executive
officers of the Company whose total salary and bonus compensation exceeded
$100,000 (the 'Named Executives') for services rendered in all capacities
(including service as a director of the Company) during the year ended March 31,
1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION/AWARDS
ANNUAL COMPENSATION -------------------
-------------------------------------- SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
- --------------------------- ------ --------- -------- --------------- ------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David B. Schick
Chairman of the Board,
Chief Executive Officer
and President............ 1997 $ 140,308 $ 5,890 -- 5,715(1) $ 2,000(2)

Fred Levine
Director of Sales and
Marketing................ 1997 105,846 42,353(3) -- -- 1,500(2)

David B. Spector
Chief Financial Officer.. 1997 102,769 6,386 -- -- 1,331(2)
</TABLE>

(Footnotes on next page)

<PAGE>

- ------------------

(1) Represents options to purchase shares of Common Stock granted in fiscal 1997
pursuant to the Company's 1996 Employee Stock Option Plan. See '--1996
Employee Stock Option Plan.'

(2) Reflects amounts contributed by the Company in the form of matching
contributions to the Named Executive's Savings Plan account in fiscal 1997.
See '--Savings Plan.'

(3) Includes a commission of $36,579 received by Mr. Levine in fiscal 1997 in
connection with certain sales targets that were met or exceeded.

STOCK OPTION GRANTS

The following table sets forth information regarding grants of options to
purchase Common Stock made by the Company during the year ended March 31, 1997
to each of the Named Executives.

OPTION GRANTS IN FISCAL 1997

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OR OPTION TERM(2)
OPTIONS FISCAL BASE PRICE EXPIRATION -------------------------------
NAME GRANTED(#) 1997(1) ($/SHARE) DATE (0%) (5%) (10%)
- --------------------- ---------- ------------- ------------ ---------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
David B. Schick(3)... 5,715 7.20% $ 7.14 7/22/06 $50,635 $108,128 $196,367
</TABLE>

- ------------------
(1) The Company granted options to purchase a total of 79,338 shares of Common
Stock in fiscal 1997.

(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of options immediately prior to the expiration of their term
assuming the specified compounded rates of appreciation (0%, 5% and 10%) on
the Common Stock over the term of the options. These assumptions are based
on rules promulgated by the Securities and Exchange Commission (the
'Commission') and do not reflect the Company's estimate of future stock
price appreciation. Actual gains, if any, on the stock option exercises and
Common Stock holdings are dependent on the timing of such exercises and the
future performance of the Common Stock. There can be no assurance that the
rates of appreciation assumed in this table can be achieved or that the
amounts reflected will be received by the option holder.

(3) The fiscal 1997 stock option grant to Mr. Schick is a time-vesting option.

25% of such option vests on July 22, 1997 and an additional 25% vests on
July 22 of each of 1998, 1999 and 2000. The stock option was exercisable
upon grant.

OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table sets forth information regarding the exercise of stock
options during fiscal 1997 and the number and value of unexercised options held
at March 31, 1997 by each Named Executive.

AGGREGATED OPTION EXERCISES IN FISCAL 1997
AND FISCAL 1997 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED 'IN-THE-MONEY'
SHARES VALUE OPTIONS AT OPTIONS AT
ACQUIRED ON REALIZED MARCH 31, 1997 MARCH 31, 1997
NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ------------------ ----------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
David B. Schick... -- -- 5,715/0 50,635/0
Fred Levine....... -- -- 28,000/28,000(2) 397,880/397,880
</TABLE>

- ------------------
(1) Options are 'in-the-money' if the fair market value of the underlying
securities exceeds the exercise price of the options. The amounts set forth
represent the difference between $16.00 per share, the assumed initial
public offering price per share (the mid point of the range set forth on the
cover page) and the exercise price of the option, multiplied by the
applicable number of options.
(2) Reflects options to purchase shares of Common Stock at an exercise price of
$1.79 a share granted to Mr. Levine in fiscal 1996 in connection with Mr.
Levine's commencement of employment with the Company. Currently unvested
options to purchase an additional 14,000 shares will vest and become
exercisable on December 31 of each of 1997 and 1998. All of the options
expire on December 31, 2000.

1996 EMPLOYEE STOCK OPTION PLAN

In April 1996, the Board of Directors adopted and the shareholders of the
Company approved the 1996 Employee Stock Option Plan, which provides for the
grant to officers, directors and employees of the Company and consultants,
advisors and independent contractors of the Company of both 'incentive stock
options' within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the 'Code'), and stock options that are non-qualified for federal
income tax purposes. The total number of shares of Common Stock for which

<PAGE>

options may be granted pursuant to the 1996 Employee Stock Option Plan is
470,400, subject to certain adjustments reflecting changes in the Company's
capitalization, of which 74,953 were granted and outstanding as of March 31,
1997. The 1996 Employee Stock Option Plan must be administered by the Board of
Directors of the Company and/or by a duly appointed committee of the Board of
Directors. The 1996 Employee Stock Option Plan is currently administered by the
Executive Compensation Committee. The Executive Compensation Committee
determines, among other things, which officers, employees, directors,
consultants, advisors and contractors will receive options under the plan, the
type of option (incentive stock options or non-qualified stock options, or both)
to be granted, vesting, the number of shares subject to each option, and,
subject to certain conditions discussed below, the exercise price of the option
and duration of the options. Members of the Executive Compensation Committee are
not eligible to receive options under the plan.

The exercise price of incentive stock options is determined by the
Executive Compensation Committee, but may not be less than the fair market value
of the Common Stock on the date of grant and the term of any such option may not
exceed ten years from the date of grant. With respect to any participant in the
1996 Employee Stock Option Plan who owns stock representing more than 10% of the
voting power of the outstanding capital stock of the Company, the exercise price
of any incentive stock option may not be less than 110% of the fair market value
of the Common Stock on the date of grant and the term of such option may not
exceed five years from the date of grant.

The exercise price of non-qualified stock options is determined by the
Executive Compensation Committee on the date of grant, but may not be less than
85% of the fair market value of the Common Stock on the date of grant, and the
term of such option may not exceed ten years from the date of grant.

Payment of the exercise price may be made by cash, check or cash
equivalent, by tender of shares of Common Stock then owned by the optionee, by a
recourse promissory note in a form approved by the Company, by the assignment of
the proceeds of the sale of some or all of the shares of Common Stock being
acquired upon the exercise of an option or by any combination of the foregoing.
Options may be granted which do not permit all of the foregoing forms of
payment. Options granted pursuant to the 1996 Employee Stock Option Plan are not
transferable, except by will or the laws of descent and distribution in the
event of death. During an optionee's lifetime, the option is exercisable only by
the optionee. Options granted through May 1, 1997 under the 1996 Employee Stock
Option Plan vest at an annual rate of 25%.

The Board of Directors has the right at any time and from time to time to
terminate or amend the 1996 Employee Stock Option Plan or any option without the
consent of the Company's shareholder or optionees; provided, that no such action
may adversely affect options previously granted without the optionee's consent,
and provided further that no such action, without the approval of the
stockholders of the Company, may increase the total number of shares of Common
Stock which may be purchased pursuant to options under the 1996 Employee Stock
Option Plan and expand the class of persons eligible to receive grants of
options under the plan. The expiration date of the 1996 Employee Stock Option
Plan, after which no option may be granted thereunder, is April 22, 2006.

SAVINGS PLAN

The Company maintains a savings program for employees (the 'Savings Plan'),
which is qualified under Section 401(a) and 401(k) of the Code. All employees of
the Company who have attained the age of 18 and have completed one half year of
service with the Company are eligible to participate in the Savings Plan. The
Savings Plan provides that each participant may make elective contributions from
1% to 15% of his or her compensation, subject to statutory limits. For each
eligible employee who elects to participate in the Savings Plan and makes a
contribution thereto, the Company makes a matching contribution. The matching
contribution is 50% of the first 5% of compensation contributed by the employee
to the Savings Plan. Contributions to the Savings Plan are invested, as the
employee directs, in a choice of mutual funds administered by Merrill Lynch &
Co. All contributions made by participants are fully vested when made. Matching
contributions made by the Company to the Savings Plan vest at a rate of 20%
after the second anniversary of the employee's date of hire by the Company and
at a rate of an additional 20% on each anniversary date of hire thereafter.
Distributions from the Savings Plan generally will be made only upon retirement
or other termination of employment, unless deferred by the participant.

<PAGE>

DIRECTORS STOCK OPTION PLAN

The Board of Directors adopted the Directors Stock Option Plan in May 1997.
A total of 35,000 shares of Common Stock have been authorized for issuance under
the Directors Stock Option Plan, of which no shares are subject to the
outstanding options.

All directors serving as such on or after the closing of the Offering who
are not employees of the Company ('Director Participants') are eligible to
receive options under the Directors Stock Option Plan. The Directors Stock
Option Plan is administered by the Board of Directors (or a committee designated
by the Board of Directors) which determines the time when options will be
granted, the terms of the options, the initial exercise date of the options and
the number of shares of Common Stock subject to the options. The term of such
options may not exceed ten years from the date of grant.

The exercise price of each option is 100% of the fair market value of the
Common Stock on the date of grant. Options provided under the Directors Stock
Option Plan fully vest on the second anniversary of the date of grant and are
subject to certain other restrictions at the Board of Directors' sole
discretion. Options will also generally vest immediately by the holder thereof
prior to the effective date of a change of control of the Company. Effective
upon the completion of the Offering, the Board of Directors adopted a resolution
providing for the grant to each Director Participant upon each anniversary of
such Director Participant's joining the Board of Directors options to purchase
500 shares of Common Stock. No options have been granted to date under the
Directors Stock Option Plan.

<PAGE>

CERTAIN TRANSACTIONS

On November 12, 1996, Waring Investments, Inc. ('Waring'), a company in
which David B. Spector is a principal shareholder, borrowed $200,000 from the
Company, at an interest rate of 8.75%. The loan, together with accrued interest,
was repaid on February 25, 1997.

From July 1995 through October 1995, Waring borrowed $150,000 from the
Company at an interest rate of 12.0%. The loan was repaid from January 1996
through March 1996.

On January 8, 1995, Dr. Allen Schick loaned the Company $150,000. The loan
was convertible into shares of Common Stock, valued at $1.52 per share. Dr.
Schick converted the loan into 98,823 shares of Common Stock in December 1995.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of outstanding shares of Common Stock, as of the date of this
Prospectus, by (i) each person known to the Company to be the beneficial owner
of more than 5% of the outstanding shares of Common Stock, (ii) each director of
the Company, (iii) each executive officer of the Company (including the Named
Executives) and (iv) all executive officers and directors of the Company, as a
group. All information with respect to beneficial ownership has been furnished
to the Company by the respective stockholders.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-------------------------------------
PERCENTAGE OF
OUTSTANDING
SHARES
---------------------
NAME AND ADDRESS OF NUMBER BEFORE AFTER
BENEFICIAL OWNER OF SHARES OFFERING OFFERING
- ------------------------------------ --------- -------- --------
<S> <C> <C> <C>
David B. Schick(1).................. 2,276,515(2) 28.59% 23.44%
Fred Levine(1)...................... 84,784(3) 1.06% *
Daniel Neugroschl(1)................ 343,191(4) 4.31% 3.53%
Zvi N. Raskin(1).................... 44,800(5) * *
Jonathan Singer(1).................. 328,373(6) 4.12% 3.38%
David B. Spector, C.P.A.(1)......... 28,000(7) * *
Mark I. Bane(8)..................... 296,800(9) 3.73% 3.06%
Euval S. Barrekette(10)............. 117,040 1.47% 1.21%
Allen Schick(11).................... 518,824(12) 6.52% 5.34%
Howard Wasserman(13)................ 140,000(14) 1.76% 1.44%

All executive officers and directors
as a group (11 persons)........... 4,178,326 52.21% 42.84%
</TABLE>

- ------------------
*Represents less than 1%.

(1) Such person's business address is c/o Schick Technologies, Inc., 31-00 47th
Avenue, Long Island City, New York 11101.

(2) Consists of 2,270,800 shares held jointly by Mr. Schick and his wife and
5,715 shares issuable upon the exercise of stock options granted to Mr.
Schick under the 1996 Employee Stock Option Plan.

(3) Includes 392 shares issuable upon the exercise of Warrants and includes
28,000 shares issuable upon the exercise of options granted to Mr. Levine
in January 1996.

(4) Includes 5,791 shares issuable upon the exercise of stock options granted
to Mr. Neugroschl under the 1996 Employee Stock Option Plan.

(5) Consists of 44,800 shares held jointly by Mr. Raskin and his wife.

(6) Consists of 322,000 shares held jointly by Mr. Singer and his wife and
6,373 shares issuable upon the exercise of stock options granted to Mr.
Singer under the 1996 Employee Stock Option Plan.

(7) Consists of 28,000 shares held jointly by Mr. Spector and his wife.

(Footnotes continued on next page)

<PAGE>

(Footnotes continued from previous page)

(8) Mr. Bane's address is c/o Kelley Drye & Warren LLP, 101 Park Avenue, New
York, New York 10178.

(9) Consists of 296,800 shares owned by Mr. Bane's wife. Mr. Bane disclaims
beneficial ownership of such shares.

(10) Dr. Barrekette's address is 90 Riverside Drive, New York, New York 10024.

(11) Dr. Schick's address is 1222 Woodside Parkway, Silver Spring, Maryland
20910.

(12) Consists of 474,024 shares held jointly by Dr. Schick and his wife and
44,800 shares held by Dr. Schick as custodian for the minor children of
David Schick. Dr. Schick disclaims beneficial ownership of such 44,800

shares.

(13) Dr. Wasserman's address is 141-19 73rd Avenue, Flushing, New York 11367.

(14) Consists of 112,000 shares owned by Mr. Wasserman's wife and 28,000 shares
held by Mr. Wasserman as custodian for his minor children. Mr. Wasserman
disclaims beneficial ownership of all such shares.

DESCRIPTION OF CAPITAL STOCK

The description set forth below describes the Certificate of Incorporation
and the By-Laws, which became effective on June 4, 1997, and the Warrants. See
'The Company.' The description set forth below does not purport to be complete
and is qualified by reference to the Certificate of Incorporation, the By-Laws
and the Warrants, which have been filed as exhibits to this Registration
Statement.

GENERAL

The authorized capital stock of the Company consists of 25,000,000 shares
of Common Stock, par value $.01 per share, and 2,500,000 shares of Preferred
Stock, par value $0.01 per share (the 'Preferred Stock'). As of the date of this
Prospectus, there are 7,957,231 shares of Common Stock outstanding and 1,087,870
shares of Common Stock reserved for issuance upon the exercise of the Warrants,
options under the Option Plans and options granted prior to the implementation
of the Option Plans. After giving effect to the Offering, there will be
9,707,231 shares of Common Stock outstanding and 1,087,870 shares of Common
Stock so reserved. As of the date of this Prospectus, there are no shares of
Preferred Stock outstanding or reserved for issuance.

COMMON STOCK

The holders of shares of Common Stock are entitled to one vote per share
held on all matters submitted to a vote at a meeting of stockholders. Each
stockholder may exercise such vote either in person or by proxy. Stockholders
are not entitled to cumulate their votes for the election of directors, which
means that, subject to such rights as may be granted to the holders of shares of
Preferred Stock issued after this offering, the holders of more than 50% of the
outstanding shares of Common Stock are able to elect all of the directors to be
elected by holders of shares of Common Stock and the holders of the remaining
shares of Common Stock will not be able to elect any director. Subject to such
preferences to which holders of shares of Preferred Stock, if any, issued after
this offering may be entitled, the holders of outstanding shares of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors out of funds legally available therefor.
See 'Dividend Policy.' In the event of a liquidation, dissolution or winding up
of the Company, the holders of outstanding shares of Common Stock are entitled
to share ratably in all assets of the Company which are legally available for
distribution to stockholders, subject to the prior rights on liquidation of
creditors and to preferences, if any, to which holders of shares of Preferred

Stock, if any, issued after the Offering may be entitled. The holders of
outstanding shares of Common Stock do not have any preemptive, subscription,
redemption or sinking fund rights. The outstanding shares of Common Stock are,
and the Shares will upon issuance and sale as contemplated hereby be, duly
authorized, validly issued, fully paid and nonassessable.

WARRANTS

From May 1996 to August 1996, the Company privately issued and sold 520,315
shares of Common Stock and non-redeemable Warrants to purchase up to 520,315
shares of Common Stock for aggregate net proceeds of $4,311,800. In conjunction
with such offering, the Company issued 6,155 units, consisting of 6,155 shares
of Common Stock and 6,155 non-redeemable Warrants to purchase shares of Common
Stock, as a placement fee to

<PAGE>

certain individuals who assisted the Company in selling the units. All of the
Warrants are outstanding as of the date of this Prospectus. Each Warrant
entitles the holder thereof to purchase one share of Common Stock at prices
ranging from $7.86 to 8.93 per share on or prior to the earlier of (i) 5:00 p.m.
New York City time on May 3, 1999 or (ii) the merger or consolidation of the
Company or the sale of all or substantially all of the Company's assets (the
'Expiration Date'). The Company is required to give each holder of a Warrant at
least twenty days prior written notice of any such merger, consolidation or
sale. The exercise price of the Warrants is payable in cash or outstanding
shares of Common Stock. In lieu of the exercise of a Warrant, the holder of a
Warrant may elect prior to the Expiration Date to receive that number of shares
of Common Stock equal to the value of the Warrant determined by multiplying the
number of shares of Common Stock that could be purchased upon exercise of the
Warrant by the difference between the fair market value of one share of Common
Stock and the exercise price and dividing this result by the fair market value
of one share of Common Stock on the date of such election.

The holders of Warrants are entitled to anti-dilution protection for stock
dividends, stock splits and similar events. Prior to the exercise of Warrants,
such holders of Warrants do not have any rights of a stockholder, including the
right to vote or to receive dividends or other distributions.

PREFERRED STOCK

The Board of Directors has the authority to issue shares of Preferred Stock
in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption (including sinking fund provisions),
redemption prices and liquidation preferences, and the number of shares
constituting and the designation of any such series, without approval by the
stockholders.

CERTAIN EFFECTS OF AUTHORIZED AND UNISSUED STOCK

The unissued and unreserved shares of capital stock may be issued for a
variety of proper corporate purposes, including future public or private
offerings to raise additional capital or facilitate acquisitions. The Board of
Directors currently does not have any plans to issue additional shares of Common
Stock or shares of Preferred Stock (other than in connection with the Warrants,
the Option Plans and options granted prior to the implementation of the Option
Plans).

One of the effects of the existence of such unissued and unreserved shares
may be to enable the Board of Directors to discourage an attempt to change
control of the Company (by means of a tender offer, proxy contest or otherwise)
and thereby to protect the continuity of the Company's management. The issuance
of shares of Preferred Stock, whether or not related to any attempt to effect
change in control, may adversely affect the rights of the holders of shares of
Common Stock.

CERTAIN CHARTER AND STATUTORY PROVISIONS

Certain provisions of the Certificate of Incorporation, the By-Laws and
Delaware law may (i) discourage an attempt to change control of the Company (by
means of a proxy contest, tender offer or otherwise) and consideration of
stockholder proposals (such as proposals regarding the reorganization,
restructuring or liquidation of the Company or the sale of all or a substantial
part of the Company's assets) and (ii) limit the ultimate liability of directors
and executive officers of the Company for breaches of certain of their duties to
the Company and its stockholders.

Elimination of Director Liability. Under Delaware law, directors of a
Delaware corporation can generally be held liable for certain acts and omissions
in connection with the performance of their duties to the corporation and its
stockholders. As permitted by Delaware law, however, the Certificate of
Incorporation contains a provision eliminating the liability of directors for
monetary damages for breaches of their duties to the Company and its
stockholders. Such provision does not, however, eliminate liability for (i)
breaches of duty of loyalty to the Company and its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) transactions from which improper personal benefit is
derived and (iv) unlawful declaration of dividends or repurchases or redemptions
of shares of capital stock. Such provision applies to officers only if they are
directors and are acting in their capacity as directors and may have no effect
on claims arising under federal securities laws. Such provision does not
eliminate the duty of care, but only eliminates liability for monetary damages
for breaches of such duty under various circumstances. Accordingly,

<PAGE>

such provision has no effect on the availability of equitable remedies, such as
an injunction or rescission, based upon a breach of the duty of care. Equitable
remedies may not, however, be wholly effective to remedy the injury caused by

any such breach.

Statutory Provisions Regarding Business Combinations. The Company is
subject to Section 203 of the DGCL. In general, Section 203 prohibits an
'interested stockholder' of a Delaware corporation from engaging in a 'business
combination' with such Delaware corporation for three years following the time
such person became an interested stockholder, unless: (i) prior to the time such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding stock held by directors who are also officers
of the corporation and stock held by certain employee stock plans; or (iii) at
or subsequent to the time of the transaction in which such person became an
interested stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of stockholders by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
stock of the corporation not owned by the interested stockholder.

Section 203 defines a 'business combination' to include: (i) any merger or
consolidation involving the corporation and an interested stockholder; (ii) any
sale, transfer, pledge or other disposition involving an interested stockholder
of 10% or more of the assets of the corporation; (iii) subject to certain
exceptions, any transaction which results in the issuance or transfer by the
corporation of any stock of the corporation to an interested stockholder; (iv)
any transaction involving the corporation which has the effect of increasing the
proportionate share of any class or series of stock of the corporation
beneficially owned by the interested stockholder; or (v) the receipt by an
interested stockholder of any loans, guarantees, pledges or other financial
benefits provided by or through the corporation. In addition, Section 203
generally defines an 'interested stockholder' as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person.

Indemnification of Officers and Directors. The By-Laws provide that the
Company shall (i) indemnify each person who is or was involved in any legal
proceeding because he is or was a director or officer of the Company or any of
its subsidiaries (or is or was serving at the request of the Company as a
director, officer, partner, member, employee, agent or trustee of another
entity) against all expenses, liabilities and losses (including attorneys' fees,
judgments, fines, excise taxes, penalties and amounts paid in settlement)
reasonably incurred or suffered by him in connection therewith and (ii) pay the
expenses incurred in defending such proceeding in advance of its final
disposition, in each case, to the fullest extent authorized by Delaware law (as
currently in effect or, to the extent that the provisions of Delaware law so
authorizing are broadened, as it may be amended). The By-Laws further provide
that (i) persons entitled to indemnification may bring suit against the Company
to recover unpaid indemnification or payment claimed to be due thereunder, (ii)

if the suit is successful, the expense of bringing the suit will be paid by the
Company, (iii) while it is a defense to the suit that the claimant has not met
the standards of conduct making indemnification or payment permissible under
Delaware law, the burden of proving the defense will be on the Company and (iv)
neither the failure of the Board of Directors to have made a determination that
indemnification is proper nor its affirmative determination that the claimant
has not met such standards of conduct will be a defense to the suit or create a
presumption that the claimant has not met such standards of conduct. In
addition, the By-Laws provide that (i) the rights to indemnification and payment
of expenses so provided are not exclusive of any other similar right that any
person may have or acquire under any statute or otherwise, (ii) the Company has
the right to enter into indemnification contracts or otherwise arrange for
indemnification of directors and officers that may be broader than the
indemnification so provided and (iii) the Company may maintain, at its expense,
insurance to protect itself and its directors and officers against any expense,
liability or loss, whether or not it would have the power to indemnify such
directors and officers against such expense, liability or loss under the By-Laws
or Delaware law. The Company currently maintains a policy providing insurance to
its directors and officers against certain losses and expenses arising out of
certain claims, including claims arising in connection with the Offering.

Other Provisions. The By-Laws provide that the number of directors shall
be between five and twelve or such greater or lesser number as may be fixed from
time to time by the Board of Directors and that, except as

<PAGE>

otherwise required by Delaware law, directors (other than those elected by the
holders of shares of Preferred Stock, if any) can be removed only for cause and
only by the affirmative vote of holders of at least 75% of the voting power of
all then outstanding shares of capital stock of the Company entitled to vote
generally for the election of directors (the 'Voting Stock') and that a vacancy
on the Board of Directors, including a vacancy created by an increase in the
authorized number of directors, may be filled only by a majority vote of the
directors then in office (and not by the stockholders unless no directors are
then in office). Under the DGCL, if at the time of filling any such vacancy the
directors then in office constitute less than a majority of the Whole Board, the
Delaware Court of Chancery may order, upon the application of the holders of at
least 10% of the outstanding shares of capital stock of the Company entitled to
vote for the election of the directors filling such vacancies, that a meeting of
stockholders be held for the purpose of electing directors to fill such
vacancies or to replace directors filling such vacancies elected by the Board of
Directors.

In addition, the Certificate of Incorporation and the By-Laws provide that
(i) stockholders are not permitted to call a special meeting of stockholders or
to require the Board of Directors or officers to call such a special meeting;
(ii) only a majority of the Board of Directors, certain committees of the Board
of Directors, or the president or chief executive officer will be able to call
such a special meeting; and (iii) stockholder action may be taken only at an

annual or a special meeting of stockholders and may not be taken by written
consent. These provisions, taken together, prevent stockholders from forcing
consideration by the stockholders of stockholder proposals over the opposition
of the Board of Directors, except at an annual meeting.

The By-Laws provide that notice of nominations for the election of
directors to be made at, and business to be brought before, an annual or a
special meeting of stockholders by a stockholder must be received by the
Secretary of the Company not later than 90 days before the meeting (except that,
if notice or public disclosure of the meeting is given or made less than 90 days
before the meeting, the notice need only be received within 10 days following
such notice or public disclosure). A notice regarding any nomination must
contain detailed information regarding the stockholder making the nomination and
each nominee. A notice regarding any business to be brought before the meeting
must contain detailed information regarding the business to be so brought, the
reasons for conducting such business at the meeting, the stockholder proposing
such business and any material interest of such stockholder in such business.
Although such provisions do not give the Board of Directors any power to approve
or disapprove stockholder nominations or proposals, they have the effect of
precluding a contest for the election of directors or the consideration of
stockholder proposals if the procedures established by the By-Laws are not
complied with and may have the effect of discouraging a stockholder from
conducting such a contest.

The By-Laws provide that none of the shares of Common Stock held
immediately prior to the date of this Prospectus may be, directly or indirectly,
offered for sale, sold or otherwise disposed of without the prior written
consent of the Company for a period of 180 days after the date of this
Prospectus. In addition, the Warrants provide and the options granted under the
Option Plans provide that no shares of Common Stock issued upon exercise thereof
can be resold to the public for a period of 180 days after the date of this
Prospectus without the prior written consent of the Board of Directors. The
Company has agreed that no such consent will be given without the prior written
consent of Lehman Brothers Inc.

The Certificate of Incorporation authorizes the Board of Directors, in
connection with taking any action, to consider factors other than the economic
benefit of such action to the stockholders. Such factors include the long-term
and short-term interests of the Company's employees, suppliers, creditors and
customers and of the communities in which the Company engages in business.

The Certificate of Incorporation provides that the affirmative vote of the
holders of 75% of the outstanding shares of Common Stock will be required to
amend, modify or repeal any provision of the By-Laws or the provisions of the
Certificate of Incorporation discussed under 'Management--Directors and
Executive Officers' and 'Certain Charter and Statutory Provisions.' The
Certificate of Incorporation provides that the Board of Directors, pursuant to
(but only pursuant to) a resolution adopted by a majority of the Whole Board,
will be able to amend, modify or repeal the By-laws.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is The American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon the closing of the Offering, the Company will have outstanding
9,707,231 shares of Common Stock (9,969,731 shares, if the over-allotment option
is exercised in full). In addition, the Company has reserved 1,087,870 shares of
Common Stock for issuance upon exercise of the Warrants, options granted under
the Option Plans and options granted prior to implementation of the Option
Plans. Of such outstanding shares, the Shares will be freely tradeable in the
United States without restriction under the Securities Act, except that shares
purchased by an 'affiliate' of the Company, within the meaning of the rules and
regulations adopted under the Securities Act, may be subject to resale
restrictions. The remaining 7,957,231 outstanding shares of Common Stock and any
of the shares issued pursuant to the Warrants and the Option Plans are
'restricted securities' as that term is defined under such rules and
regulations, and may not be sold unless they are registered under the Securities
Act or they are sold in accordance with Rule 144 under the Securities Act or
some other exemption from such registration. Outstanding shares held by
affiliates of the Company, and restricted Shares held by any person, may not be
sold to the public other than pursuant to an effective registration statement or
Rule 144 or some other exemption from registration under the Securities Act.

In general, under Rule 144, a person (or persons whose shares are
aggregated), including persons deemed to be affiliates of the Company, who owns
restricted shares of Common Stock where one year has elapsed from the date of
acquisition of such restricted shares from the Company or an affiliate of the
Company, is entitled to sell in brokers' transactions within any three-month
period that number of restricted shares that does not exceed the greater of one
percent of the then outstanding shares of Common Stock (99,697 shares based on
the number of shares to be outstanding immediately after the Offering, assuming
the over-allotment option is exercised in full) or the average weekly trading
volume in the Common Stock during the four calendar weeks immediately preceding
such sale, subject to the filing of a Form 144 with respect to the sale and
availability of current public information about the Company. After two years
have elapsed from the date of such acquisition, such a person, other than
persons who are deemed to be or are deemed to have been within the preceding
three months affiliates of the Company, is entitled to sell such restricted
shares without regard to the manner-of-sale, volume and current public
information requirements of Rule 144.

Subject to the restrictions described in the following paragraph, the
one-year holding period for 7,384,516 of such remaining shares of Common Stock
has expired and such shares are immediately available for resale pursuant to
Rule 144. The one-year holding period under Rule 144 for 438,671, 65,493 and the
remaining 68,551 shares will expire on July 30, 1997, August 29, 1997 and
February 18, 1997, respectively. In addition, the Company intends to register

for resale to the public the shares of Common Stock reserved for issuance under
the Option Plans. Furthermore, holders of Warrants who pay the exercise price of
their Warrants with shares of Common Stock purchased at the same time would be
able to use the holding period of such shares in determining whether such one
year period has elapsed.

The Company and each of its directors and executive officers has agreed not
to, directly or indirectly, offer for sale, sell or otherwise dispose of (or
enter into any transaction or device which is designed to, or could be expected
to, result in the disposition by any person at any time in the future of) any
shares of Common Stock, or sell or grant options, rights or warrants with
respect to any shares of Common Stock, for a period of 180 days after the date
of this Prospectus without the prior written consent of Lehman Brothers Inc., on
behalf of the Representatives, except, in the case of the Company, upon exercise
of the Warrants or outstanding stock options granted under the Option Plans and
for the grant of stock options under the Option Plans. In addition, pursuant to
the terms of the By-Laws, no shares of the Company's Common Stock held
immediately prior to the date of this Prospectus may be, directly or indirectly,
offered for sale, sold or otherwise disposed of for a period of 180 days after
the date of this Prospectus without the prior written consent of the Company.
The Company has agreed that no such consent will be given without the prior
written consent of Lehman Brothers Inc. In addition, pursuant to the terms of
the Option Plans and the Warrants, any shares of Common Stock issuable upon the
exercise of Options or Warrants will not be transferable for a period of 180
days after the date of this Prospectus without the prior written consent of the
Company. The Company has agreed that no such consent will be given without the
prior written consent of Lehman Brothers Inc.

Prior to the Offering, there has been no public market for the Common
Stock, and no assurance can be given that such a market will develop or, if it
develops, will be sustained after the Offering or that the purchasers of the
Shares will be able to resell Shares at a price higher than the intial public
offering price or otherwise. If such a

<PAGE>

market develops, no prediction can be made as to the effect, if any, that future
sales of shares of Common Stock, or the availability of shares of Common Stock
for future sale, to the public will have on the market price of the Common Stock
prevailing from time to time. Sales of substantial amounts of Common Stock in
the public market, whether such shares are presently outstanding for
subsequently issued, or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock and could impair
the Company's ability to raise capital in the future through an offering of its
equity securities. The Company cannot predict when or how many of such
additional shares of Common Stock may be offered for sale or sold to the public
in the future.

UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting

Agreement dated the date of this Prospectus (the 'Underwriting Agreement'), the
Underwriters named below (the 'Underwriters'), for whom Lehman Brothers Inc.,
J.P. Morgan Securities Inc. and Pacific Growth Equities, Inc. are acting as
representatives (the 'Representatives'), have severally agreed to purchase, and
the Company has agreed to sell, the respective number of Shares set forth
opposite the name of each such Underwriter below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- -------------------------------- ---------
<S> <C>
Lehman Brothers Inc.............
J.P. Morgan Securities Inc......
Pacific Growth Equities, Inc....
Total....................
---------
---------
</TABLE>

The Company has been advised that the Underwriters propose to offer part of
the Shares directly to the public at the initial public offering price set forth
on the cover page hereof and part to certain dealers at a price which represents
a concession not in excess of $ per Share under the initial public offering
price. Any Underwriter may allow, and such dealers may reallow, a concession not
in excess of $ per Share to other Underwriters and certain other
dealers. After the initial public offering, the offering price and other selling
terms may from time to time be changed by the Underwriters.

The Underwriting Agreement provides that the obligations of the
Underwriters to pay for and accept delivery of the Shares are subject to the
approval of certain matters by their counsel and to certain other conditions,
including the conditions that no stop order suspending the effectiveness of the
Registration Statement is in effect, that no proceedings for such purpose have
been initiated or threatened by the Commission and that there has been no
material adverse change or any development involving a prospective material
adverse change in the business, financial condition or results of operations of
the Company from that set forth in the Registration Statement, and that certain
certificates, opinions and letters have been received from the Company and its
counsel and independent auditors. The Underwriters are obligated to take and pay
for all of the Shares (other than those covered by the over-allotment option
described below) if any such Shares are taken.

The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.

Pursuant to the Underwriting Agreement, the Company has granted the
Underwriters an option, exercisable at any time until 30 days after the date of
this Prospectus, to purchase up to 262,500 additional Shares at the initial
public offering price set forth on the cover page hereof, less underwriting
discounts and commissions. The Underwriters may exercise such option solely for
the purpose of covering over-allotments, if any, incurred in connection with the
sale of the Shares. To the extent such option is exercised, each Underwriter

will be committed, subject to certain conditions, to purchase a number of
additional shares of Common Stock proportionate to such Underwriter's Shares set
forth opposite such Underwriter's name in the preceding table.

<PAGE>

sell or grant options, rights or warrants with respect to any shares of Common
Stock, for a period of 180 days after the date of this Prospectus without the
prior written consent of Lehman Brothers Inc., on behalf of the Representatives,
except, in the case of the Company, upon exercise of the Warrants or outstanding
stock options granted under the Option Plans and for the grant of stock options
under the Option Plans. In addition, pursuant to the terms of the By-Laws, no
shares of the Company's Common Stock held immediately prior to the date of this
Prospectus may be, directly or indirectly, offered for sale, sold or otherwise
disposed of for a period of 180 days after the date of this Prospectus without
the prior written consent of the Company. The Company has agreed that no such
consent will be given without the prior written consent of Lehman Brothers Inc.

The Representatives have informed the Company that the Underwriters do not
intend to confirm sales to any accounts over which they exercise discretionary
authority.

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price for the Shares will be determined by
negotiations between the Company and the Representatives. Among the factors
which will be considered in determining the initial public offering price
include the information set forth in this Prospectus and otherwise available to
the Representatives, the history of and the prospects for the industry in which
the Company operates, the assessment of the Company's management, the past and
present operations of the Company, the historical results of operations, the
prospects for future earnings of the Company, the present state of the Company's
development, the general condition of the securities markets at the time of the
Offering and the recent market prices of and the demand for publicly traded
common stock of generally comparable companies.

LEGAL MATTERS

The validity of the Shares will be passed upon for the Company by Kelley
Drye & Warren LLP, New York, New York. Mark I. Bane, a director and stockholder
of the Company, is a partner of Kelley Drye & Warren LLP. See 'Management' and
'Principal Stockholders.' Certain legal matters in connection with the Offering
will be passed upon for the Underwriters by Chadbourne & Parke LLP, New York,
New York.

EXPERTS

The financial statements of the Company as of March 31, 1996 and 1997, and
for each of the three years in the period ended March 31, 1997 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments, exhibits, schedules and supplements thereto,
the 'Registration Statement') under the Securities Act with respect to the
Shares and the Company. This Prospectus, which forms a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement. For further information with respect to the Company and the Shares,
reference is made to the Registration Statement. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete and, where such contract or other document is filed as an
exhibit to the Registration Statement, each such statement is qualified in all
respects by the provisions in such exhibit, to which reference is hereby made.
Copies of the Registration Statement may be examined without charge at the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and the Commission's Regional Offices located at Seven
World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all or
any portion of the Registration Statement can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of certain fees prescribed by the Commission. The Commission
maintains a Web site that contains registration statements, reports, proxy and
information statements and other information regarding registrants (including
the Company) that file electronically with the Commission. The address of such
Web site is http://www.sec.gov.

The Company intends to furnish its stockholders with annual reports
containing financial statements for each fiscal year audited by independent
accountants and quarterly reports for the first three quarters of each fiscal
year containing unaudited financial information.

<PAGE>

SCHICK TECHNOLOGIES, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................................ F-2

Balance Sheet as of March 31, 1996 and 1997.............................. F-3

Statement of Operations for the years ended March 31, 1995, 1996 and
1997.................................................................. F-4

Statement of Changes in Stockholders' Equity for the years ended March
31, 1995, 1996 and 1997............................................... F-5

Statement of Cash Flows for the years ended March 31, 1995, 1996 and
1997.................................................................. F-6

Notes to Financial Statements............................................ F-7
</TABLE>

F-1

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
and Shareholders of Schick Technologies, Inc.

In our opinion, the accompanying balance sheet and the related statements of
operations, of changes in stockholders' equity and of cash flows present fairly,
in all material respects, the financial position of Schick Technologies, Inc. at
March 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended March 31, 1997 in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant esitmates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP
New York, New York
May 9, 1997, except as
to Note 15 which is
as of June 4, 1997

F-2

<PAGE>

SCHICK TECHNOLOGIES, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
MARCH 31,
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents (Note 2).............. $ 524,917 $ 1,710,429
Short-term investments (Notes 2 and 5).......... -- 2,313,226
Accounts receivable, net of allowance for
doubtful accounts of $35,000 in 1996 and
$50,000 in 1997.............................. 944,912 1,927,993
Inventories (Notes 2 and 3)..................... 1,958,213 2,510,959
Prepayments and other current assets (including
amounts from related parties of $33,456 in
1997) (Note 13).............................. 160,708 327,220
----------- -----------
Total current assets......................... 3,588,750 8,789,827

Equipment, net (Notes 2 and 4).................... 748,894 1,644,528
Investments (Notes 2 and 5)....................... -- 490,000
Other assets...................................... 57,512 135,727
----------- -----------
Total assets................................. $ 4,395,156 $11,060,082
----------- -----------
----------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses........... $ 1,482,352 $ 2,102,293
Accrued salaries and commissions................ 147,201 540,061
Provision for warranty obligations.............. 130,055 329,426
Deferred revenue................................ -- 141,017
Deposits from customers......................... 84,137 136,628
Capital lease obligations, current (Note 9)..... 4,865 22,200
Short-term debt (Note 6)........................ 500,000 --
----------- -----------
Total current liabilities.................... 2,348,610 3,271,625
----------- -----------
Notes payable (Note 6)............................ 647,500 1,512,833
Accrued interest on notes payable................. -- 101,654
Capital lease obligations, long term (Note 9)..... 30,128 86,991

Commitments (Note 9).............................. -- --

Stockholders' equity (Notes 1 and 15)

Preferred stock ($.01 par value; 2,500,000
shares authorized,
none issued and outstanding)................. -- --
Common stock ($.01 par value; 25,000,000 shares
authorized; 7,052,870 shares issued and
outstanding in 1996, 7,957,231 shares issued
and outstanding in 1997)..................... 70,529 79,572
Additional paid-in capital...................... 2,501,771 7,562,766
Accumulated deficit............................. (1,203,382) (1,555,359)
----------- -----------
Total stockholders' equity................... 1,368,918 6,086,979
----------- -----------
Total liabilities and stockholders' equity... $ 4,395,156 $11,060,082
----------- -----------
----------- -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3

<PAGE>

SCHICK TECHNOLOGIES, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
---------------------------------------
1995 1996 1997
---------- ---------- -----------
<S> <C> <C> <C>
Revenue, net......................... $2,725,689 $6,803,723 $16,100,914
Cost of sales........................ 1,500,719 3,343,195 8,021,396
---------- ---------- -----------
Gross profit.................... 1,224,970 3,460,528 8,079,518
---------- ---------- -----------
Operating expenses
Selling and marketing.............. 516,893 1,619,444 4,961,071
General and administrative......... 560,017 1,388,215 2,087,615
Research and development........... 149,595 458,123 1,417,735
---------- ---------- -----------
Total operating expenses........ 1,226,505 3,465,782 8,466,421
---------- ---------- -----------
Loss from operations............ (1,535) (5,254) (386,903)
---------- ---------- -----------
Other income (expense)
Interest income.................... -- 15,132 195,895
Interest expense................... (22,003) (122,661) (160,969)
---------- ---------- -----------
Total other income (expense).... (22,003) (107,529) 34,926
---------- ---------- -----------
Net loss........................ $ (23,538) $ (112,783) $ (351,977)
---------- ---------- -----------
---------- ---------- -----------
Net loss per common share....... -- $ (0.02) $ (0.04)
---------- ---------- -----------
---------- ---------- -----------
Weighted average shares
outstanding................... 7,050,798 7,219,385 8,124,787
---------- ---------- -----------
---------- ---------- -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4

<PAGE>

SCHICK TECHNOLOGIES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
-------------------- PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
--------- ------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1994............... 6,224,683 $62,247 $1,129,253 $(1,067,061) $ 124,439
Issuance and sale of common stock..... 143,780 1,438 223,562 -- 225,000
Net loss.............................. -- -- -- (23,538) (23,538)
--------- ------- ---------- ----------- -------------
Balance at March 31, 1995............... 6,368,463 63,685 1,352,815 (1,090,599) 325,901
Issuance of compensatory common stock
to employees, director and
others............................. 73,184 732 129,953 -- 130,685
Issuance of common stock upon
conversion of stockholder loans.... 126,823 1,268 198,732 -- 200,000
Issuance of common stock upon
conversion of notes payable........ 484,400 4,844 820,271 -- 825,115
Net loss.............................. -- -- -- (112,783) (112,783)
--------- ------- ---------- ----------- -------------
Balance at March 31, 1996............... 7,052,870 70,529 2,501,771 (1,203,382) 1,368,918
Issuance of common stock upon
conversion of notes payable........ 376,446 3,764 729,226 -- 732,990
Issuance and sale of common stock and
warrants........................... 526,470 5,265 4,306,535 -- 4,311,800
Issuance of compensatory stock options
to employees....................... -- -- 13,457 -- 13,457
Issuance of compensatory common stock
to an employee..................... 1,445 14 11,777 -- 11,791
Net loss.............................. -- -- -- (351,977) (351,977)
--------- ------- ---------- ----------- -------------
Balance at March 31, 1997............... 7,957,231 $79,572 $7,562,766 $(1,555,359) $ 6,086,979
--------- ------- ---------- ----------- -------------
--------- ------- ---------- ----------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5

<PAGE>

SCHICK TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED MARCH 31,
---------------------------------------
1995 1996 1997
--------- ----------- -----------
<S> <C> <C> <C>
Net cash flows from operating
activities
Net loss........................... $ (23,538) $ (112,783) $ (351,977)
Adjustments to reconcile net loss
to net cash used in operating
activities
Depreciation.................... 23,737 136,363 281,762
Amortization.................... -- 73,333 36,667
Stock and option grant
compensation.................. -- 130,685 25,248
Accrued interest on
investments................... -- -- (53,606)
Non-cash interest expense....... -- 51,080 98,323
Changes in assets and liabilities
Accounts receivable............. (436,520) (495,383) (983,081)
Inventories..................... (600,531) (1,232,800) (552,746)
Prepayments and other current
assets........................ (20,258) (140,050) (166,512)
Other assets.................... (1,663) (114,985) (114,882)
Accounts payable and accrued
expenses...................... 788,107 899,677 1,212,172
Deferred revenue................ -- -- 141,017
Deposits from customers......... (8,859) 68,327 52,491
Accrued interest on notes
payable....................... -- -- 101,654
--------- ----------- -----------
Net cash used in operating
activities................. (279,525) (736,536) (273,470)
--------- ----------- -----------
Cash flows from investing activities
Purchase of investments............ -- -- (7,608,783)
Proceeds from investment maturities
and redemptions................. -- -- 4,859,163
Capital expenditures............... (155,902) (569,614) (1,082,461)
--------- ----------- -----------
Net cash used in investing
activities................. (155,902) (569,614) (3,832,081)
--------- ----------- -----------
Cash flows from financing activities
Net proceeds from issuance and sale
of common stock and warrants.... -- -- 4,311,800

Net proceeds from issuance and sale
of common stock................. 225,000 -- --
Proceeds from issuance of long-term
notes........................... -- 1,457,500 1,000,000
Proceeds from issuance of
short-term notes................ 300,000 500,000 --
Repayments of short-term debt...... (136,824) (163,176) --
Repayments of loan payable to
stockholder..................... -- (50,000) --
Other.............................. -- (35,965) --
Principal payments on capital lease
obligations..................... -- (5,159) (20,737)
Borrowing under loan agreements
with stockholders............... 150,000 -- --
--------- ----------- -----------
Net cash provided by financing
activities................. 538,176 1,703,200 5,291,063
--------- ----------- -----------
Net increase in cash and cash
equivalents........................ 102,749 397,050 1,185,512
Cash and cash equivalents at
beginning of period................ 25,118 127,867 524,917
--------- ----------- -----------
Cash and cash equivalents at end of
period............................. $ 127,867 $ 524,917 $ 1,710,429
--------- ----------- -----------
--------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Schick Technologies, Inc. ('Schick') was incorporated in June 1995 under
the laws of the State of New York as DBS Technologies Inc., whose sole purpose
was to merge with Schick Technologies, Inc., incorporated in 1992 under the laws
of the State of New York (the 'Predecessor Corporation'). The stockholders of
the Predecessor Corporation exchanged their shares of the Predecessor for an
equivalent number of shares of Schick. The merger of Schick and the Predecessor
was effected September 25, 1995 and pursuant to the merger agreement, Schick was
the surviving entity and assumed the name Schick Technologies, Inc. The merger
has been accounted for similar to a pooling of interests. References herein to
the operations and historical financial information of the 'Company' prior to
the date of the merger refer to the operations and historical financial
information of the Predecessor Corporation. Unless the context otherwise
requires, all other references herein to the 'Company' refer to Schick.

The Company is engaged in the design, development, manufacturing and
marketing of digital imaging systems and devices that utilize low dosage
radiation to produce instant computer generated high resolution electronic x-ray
images. The Company has initially targeted the dental industry and is a supplier
of an intra-oral computer dental X-ray imaging system to that industry. The
Company's products are sold worldwide.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash equivalents

Cash equivalents consist of short-term, highly liquid investments, with
original maturities of less than three months when purchased and are stated at
cost. Interest is accrued as earned. At March 31, 1997, approximately $700,000
of cash is restricted for use in development of a bone density measurement
device pursuant to a secured term loan agreement (see Note 6).

Investments

Investments with original maturities greater than three months and less
than one year when purchased are classified as short-term investments.
Investments with maturities of greater than one year when purchased are
classified as long-term investments. Investments are further categorized as
being available for sale or are expected to be held-to-maturity. Investments
categorized as available for sale are recorded at fair value based on
fluctuations of the market value of the securities, with the resulting
adjustments, net of deferred taxes, reported as a component of stockholder's
equity until realized. Investments categorized as held-to-maturity are carried
at amortized cost, without recognition of gains or losses that are deemed to be
temporary, because the Company has both the intent and the ability to hold these
investments until they mature (see Note 5).

Inventories

Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market value.

Equipment

Equipment is stated at cost. Depreciation is provided on the straight-line
method over the estimated useful lives of the respective assets, none of which
exceeds seven years.

Initial public offering and deferred offering costs

On March 21, 1997 the Board of Directors of the Company authorized
management to pursue an underwritten sale of shares of the Company's common
stock in an initial public offering (the 'IPO') pursuant to the Securities Act
of 1933. In connection with the Company's proposed IPO, the Company has incurred
certain costs, in the aggregate amount of $35,000, which have been deferred at
March 31, 1997. In the event the proposed IPO is not consummated the deferred
offering costs will be expensed.

F-7

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Revenue recognition

Revenue from sales of the Company's hardware and software products is
recognized at the time of shipment to customers. Amounts received from customers
in advance of product shipment are classified as deposits from customers.
Revenues from the sale of extended warranties on the Company's products are
recognized on a straight-line basis over the life of the extended warranty,
which is generally for a one year period. Deferred revenues relate to extended
warranty fees which have been paid by customers prior to the performance of
extended warranty services.

Advertising costs

Advertising costs included in selling and marketing expenses are expensed
as incurred and approximated $151,000, $349,000 and $906,268 for the years ended
March 31, 1995, 1996 and 1997, respectively.

Warranties

The Company provides its customers with a limited product warranty for a
period of one year subsequent to the sale of its products. The Company
recognizes estimated costs associated with the limited warranty at the time of
sale of its products.

Research and development

Research and development costs consist of expenditures covering basic
scientific research and the application of scientific advances to the
development of new and improved products and their uses. Research and
development costs are expensed as incurred.

Software development costs incurred after the establishment of
technological feasibility are capitalized and amortized to cost of revenues on a
straight line basis over the expected useful life of the software. Software
development costs incurred prior to the attainment of technological feasibility
are considered research and development and are expensed as incurred. As of
March 31, 1997 the Company had no capitalized software development costs.

Income taxes

Income taxes are accounted for under the asset and liability method.
Deferred income taxes are recorded for temporary differences between financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and liabilities reflect the tax rates expected to be in effect for
the years in which the differences are expected to reverse. A valuation
allowance is provided if it is more likely than not that some or all of the
deferred tax asset will not be realized.

Net loss per common share

Net loss per common share is computed using the weighted average number of
common shares and common share equivalents assumed to be outstanding during the
period. Common share equivalents consist of the Company's common shares issuable
upon conversion of stock options and outstanding warrants and are reflected when
dilutive. Pursuant to the requirements of the Securities and Exchange
Commission, stock options granted and warrants and shares issued by the Company
within one year of the date of the initial public offering at prices below the
proposed offering price have been included in the calculation of weighted
average shares outstanding as if they were outstanding for all periods presented
using the treasury stock method.

Accounting estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-8

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Reclassification

Certain prior year amounts have been reclassified to conform with their
1997 presentation.

Fair value of financial instruments

The carrying value of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses, approximates fair value due to the
relatively short maturity of these instruments.

New accounting pronouncement

In February 1997, the Financial Accounting Standards Board issued statement
of Financial Accounting Standards No. 128, 'Earnings per Share' ('FAS 128')
which requires presentation of basic earnings per share ('Basic EPS') and
diluted earnings per share ('Diluted EPS') by all entities that have publicly
traded common stock or potential common stock (options, warrants, convertible
securities or contingent stock arrangements). FAS 128 also requires presentation
of earnings per share by an entity that has made a filing or is in the process
of filing with a regulatory agency in preparation for the sale of those
securities in a public market. Basic EPS is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period. The computation of
Diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an antidilutive effect on earnings. The statement is
effective for both interim and annual periods ending after December 15, 1997.
The effect on the Company's earnings per share resulting from the adoption of
FAS 128 in not expected to be significant.

3. INVENTORIES

Inventories at March 31, 1996 and 1997 are comprised of the following:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Raw materials................. $1,459,773 $1,671,010
Work-in-process............... 429,785 421,863
Finished goods................ 68,655 418,086
---------- ----------
Total inventories...... $1,958,213 $2,510,959
---------- ----------
---------- ----------
</TABLE>

4. EQUIPMENT

Equipment at March 31, 1996 and 1997 is comprised of the following:

<TABLE>
<CAPTION>
1996 1997
--------- ----------
<S> <C> <C>
Production equipment.................... $ 333,171 $ 964,921
Computer and communications equipment... 235,468 411,270
Demonstration equipment................. 204,663 312,578
Leasehold improvements.................. 83,865 191,761
Other equipment......................... 65,368 201,900
--------- ----------
Total equipment.................. 922,535 2,082,430
Less--accumulated depreciation.......... (173,641) (437,902)
--------- ----------
Equipment, net................... $ 748,894 $1,644,528
--------- ----------
--------- ----------
</TABLE>

At March 31, 1996 and 1997, production equipment includes approximately
$40,000 and $135,000, respectively, of equipment acquired under capital leases.
Accumulated depreciation related to such equipment approximated $3,000 and
$21,515 at March 31, 1996 and 1997, respectively.

F-9

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. INVESTMENTS IN DEBT SECURITIES

Held-to-maturity securities at March 31, 1997 consist of short term U.S.
Treasury and government agency debt securities of approximately $2,313,000, on
an amortized cost basis, with maturity dates of less than one year. Available
for sale securities of $490,000, at March 31, 1997, consist of long term U.S.
government agency debt securities and are recorded at fair value. Available for
sale securities in the amount of $150,000 mature in 1999 and $340,000 of such
securities mature in 2007. The gross unrealized gains and losses by type of
security were insignificant.

6. SHORT-TERM DEBT AND NOTES PAYABLE

Short-term debt

In January 1996 and March 1996, the Company issued secured short-term
promissory notes to a third party. The notes, each in the principal amount of
$250,000, bore interest at a rate of 5.5% per annum. Principal and interest on
the notes were payable upon demand at any time subsequent to the first
anniversary of the issuance of each note. The proceeds of the notes were

restricted for use by the Company solely for the purpose of developing a bone
density measurement device. The Notes were secured by accounts receivable and
inventories of the Company in an amount equal to twice the principal amount of
the notes. In August of 1996 the aggregate principal of the notes, $500,000 plus
accrued but unpaid interest in the amount of $12,833 were consolidated into a
long term note payable pursuant to a secured term loan agreement with the third
party.

Secured note

Under the provisions of the secured term loan agreement the Company
received additional proceeds of $1,000,000 upon execution in August 1996, of the
loan agreement. The note bears interest at a rate of prime plus two percent,
subject to annual adjustment on the anniversary date of the note, and is due and
payable together with accrued but unpaid interest, upon the earlier of (a)
February 7, 1999, or (b) the declaration of the effectiveness of a registration
statement filed pursuant to the Securities Act of 1933 in connection with an
initial public offering of the Company's common stock. The note is subject to
full or partial mandatory prepayment in the event of a private placement or
placements of the Company's common stock in which the aggregate net proceeds (as
defined in the agreement) exceed $2,000,000. Such prepayment will be in an
amount equal to $250,000 plus 25% of the net proceeds which exceed $2,000,000.
The note is also subject to mandatory prepayment in any fiscal year in which net
income, as defined in the agreement, on a year to date basis exceeds $1,250,000.
The Company will be required to prepay an amount equal to 25% of the amount of
net income in excess of $1,250,000.

The proceeds of the note are restricted for use by the Company solely for
the purposes of developing, obtaining regulatory approval, conducting clinical
studies, establishing manufacturing operations and selling and marketing a bone
density measurement device. The note is secured by the accounts receivable and
inventories of the Company. As long as any amounts are outstanding under the
loan agreement the Company may not purchase or acquire any equity securities,
make loans, advances or capital contributions to any other entity, pay cash
dividends or purchase any shares of its common stock. The Company received a
waiver from the third party regarding the November 1996 loan to a related party
described in Note 13.

Upon issuance of a 510(k) registration for the bone density measurement
device by the United States Food and Drug Administration the Company will be
eligible to borrow an additional $500,000 under the secured term loan agreement.
The agreement also provides that the lender will reimburse the Company for fifty
percent (50%) of the costs incurred by the Company in performing certain
specified clinical studies associated with the device. As of March 31, 1997 the
Company had not incurred any costs which were eligible for reimbursement.

At March 31, 1997, the outstanding principal balance of the note was
$1,512,833 and accrued but unpaid interest on the note amounted to $101,654. The
Company believes the carrying value of the note at March 31, 1997 approximates
fair value due to its unique features and the terms currently available to the
Company for similar debt transactions.

F-10

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. SHORT-TERM DEBT AND NOTES PAYABLE--(CONTINUED)

12.5% Notes

On various dates during 1996, the Company issued promissory notes (the
'12.5% Notes'), in the cumulative principal amount of $1,457,500, which bore
interest at a rate of 12.5% per annum and matured two years from the date of
issuance. Principal repayment was required upon maturity and interest was
payable by the Company on the six-month anniversary of the date of issuance and
monthly thereafter.

In February of 1996, the Company offered holders of the 12.5% Notes who are
Accredited Investors, as defined by Regulation D of the Securities and Exchange
Act of 1933, the opportunity to convert the principal amount of such notes into
shares of common stock, $0.01 par value, of the Company at conversion prices
ranging from approximately $1.52 to $1.79 per share. At March 31, 1996, holders
of the 12.5% Notes in the principal amount of $810,000, with accrued but unpaid
interest in the amount of $51,080 thereon, had converted such notes into 484,400
shares of common stock.

In July, 1996 the Company offered holders of the 12.5% Notes who are
Non-accredited Investors, the opportunity to convert the principal amount of
their notes into shares of the Company's common stock on the same terms and
conditions as the February offer to Accredited Investors. At March 31, 1997 all
of the holders of the 12.5% Notes had converted such notes into shares of common
stock. During 1997 holders of 12.5% Notes in the principal amount of $647,500,
with accrued but unpaid interest in the amount of $85,686 thereon converted such
notes into 376,446 shares of Common stock. Payment of accrued but unpaid
interest thereon was waived and such amounts have been contributed to paid-in
capital. As the Company's intention from the date of issuance of the 12.5% Notes
was to convert such notes to equity upon completion of the merger described in
Note 1, the notes have been treated as if they were convertible since issuance.
Interest expense on the 12.5% Notes amounted to $107,000 and $30,000 in 1996 and
1997, respectively.

7. INCOME TAXES

The Company has incurred losses since inception which have generated net
operating loss carryforwards of approximately $560,000 for federal and state
income tax purposes. These carryforwards are available to offset future taxable
income and expire in 2008 through 2012 for federal income tax purposes. At March
31, 1997, the Company also had research and development tax credits in the
amount of $122,000 which expire in 2002. These losses and credits are subject to
limitation on future years utilization should certain ownership changes occur.

The net operating loss carryforwards and temporary differences between
carrying amounts of assets and liabilities for financial reporting and income
tax purposes result in a noncurrent deferred tax benefit at March 31, 1996 and

1997 of $490,000 and $623,000, respectively. The Company's operating plans
anticipate taxable income in future periods; however, such plans make
significant assumptions which cannot be reasonably assured including regulatory
approval of the Company's new products and continued market acceptance of the
Company's products by customers. Therefore, in consideration of the Company's
accumulated losses and the uncertainty of its ability to utilize this deferred
tax benefit in the future, the Company has recorded a valuation allowance of an
equal amount on such dates to fully offset the deferred tax benefit amount.

Significant components of the noncurrent deferred tax asset at March 31,
1996 and 1997 are as follows:

<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Net operating loss carryforwards............................ $ 300,000 $ 241,000
Reserves and allowances for inventory, accounts receivable
and warranties............................................ 78,000 212,000
Other accrued expenses not currently deductible............. 112,000 48,000
Research and development tax credit carryforward............ -- 122,000
--------- ---------
Net deferred tax asset...................................... 490,000 623,000
Deferred tax asset valuation allowance...................... (490,000) (623,000)
--------- ---------
$ -- $ --
--------- ---------
--------- ---------
</TABLE>

F-11

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. INCOME TAXES--(CONTINUED)

The financial statement income tax provision differs from income taxes
determined by applying the statutory Federal income tax rate to the financial
statement net loss for the years ended March 31, 1996 and 1997 as a result of
the following:

<TABLE>
<CAPTION>
1996 1997
----- -----

<S> <C> <C>
Tax benefit at Federal statutory rate........ (34.0)% (34.0)%

State income tax benefit, net of
Federal tax charge......................... (9.0) (9.0)

Non-deductible expenses...................... 18.1 10.3

Research and development tax credit.......... -- (20.6)

Valuation allowance on deferred tax assets... 24.9 53.3
----- -----

-- --
----- -----
----- -----
</TABLE>

8. CONCENTRATION OF RISKS AND CUSTOMER INFORMATION

Substantially all of the Company's sales are to domestic and foreign
dentists, distributors of dental supplies and equipment, and third-party
financing companies. Financial instruments which potentially subject the Company
to concentrations of credit risk are primarily accounts receivable, cash
equivalents and short and long-term investments. The Company generally does not
require collateral and the majority of its trade receivables are unsecured. The
Company is directly affected by the financial well-being of the dental industry;
however, the Company does not believe significant credit risk exists at March
31, 1997. The Company places its cash equivalents in short-term money market
instruments. Short-term and long-term investments consist of U.S. Treasury and
government agency debt obligations (see Note 5).

The Company currently relies on a single vendor to supply its primary raw
material, semiconductor wafer. Although there are a number of manufacturers
capable of supplying this material, which the Company believes could provide for
its semiconductor requirements on comparable terms, any abrupt change in the
supply flow could cause a delay in manufacturing and a possible loss of sales,
which would affect operating results adversely.

Approximately $735,000, $2,142,000 and $3,867,000 of the Company's sales in
1995, 1996 and 1997, respectively, were to foreign customers. The majority of
such foreign sales were to customers in Europe. During 1995, sales of $579,680
were to a distributor. During 1996, sales of $1,227,347 were to a second
distributor. In 1997, no customer accounted for 10% or more of sales.

9. COMMITMENTS AND CONTINGENCIES

Operating and capital leases

The Company leases its facilities under an operating lease agreement
expiring in February 2001. Rent expense for the years ended March 31, 1995, 1996
and 1997 was $38,000, $68,000 and $193,218 respectively. In addition, the
Company leases certain production equipment under capital leases expiring
through 2002.

F-12

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

9. COMMITMENTS AND CONTINGENCIES--(CONTINUED)

Future minimum payments on a fiscal year basis under operating and capital
leases are as follows:

<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
--------- --------
<S> <C> <C>
1998.......................... $ 162,900 $ 38,426
1999.......................... 179,100 38,426
2000.......................... 190,100 38,426
2001.......................... 174,100 30,746
2002.......................... -- 1,609
Thereafter.................... -- --
--------- --------
Total minimum lease
payments............ $ 706,200 147,633
---------
---------
Less--Amounts
representing
interest............ 38,442
--------
Present value of future
minimum lease payments...... 109,191
Less--Current
maturities.......... (22,200)
--------
Total.................. $ 86,991
--------
--------
</TABLE>

LITIGATION

During 1996, the Company was named as defendant in patent infringement
litigation commenced by a competitor in the United States and France. The
Company is vigorously defending itself against such allegations and believes the
claims to be without merit. The Company has filed a countersuit against the
competitor for infringement of a U.S. Patent which has been exclusively licensed
to the Company. The Company has obtained a formal opinion of intellectual
property counsel that its products do not infringe on the competitor's U.S.
patent. As these actions are in their preliminary stages, the Company is unable
to predict the ultimate outcome of these claims. The outcome, if unfavorable,
could have a material adverse effect on the financial position and results of

operations of the Company. No provision has been made for any potential losses
at March 31, 1996 and 1997.

During 1997, the Company was named as a defendant in patent litigation
involving a patent directed to a display system for digital dental radiographs.
The Company is vigorously defending itself against such allegations and believes
the claim to be without merit. The Company has obtained a formal opinion of
intellectual property counsel that its products do not infringe on the patent.
As this action is in its preliminary state, the Company is unable to predict the
ultimate outcome of this claim. The outcome, if unfavorable, could have a
material adverse affect on the financial position and results of operations of
the Company. No provision has been made for any potential loss at March 31,
1997.

10. STOCK OPTION PLAN, STOCK GRANTS AND DEFINED CONTRIBUTION PLAN

Stock option plan and stock grants

In April 1996 the Company implemented its 1996 Stock Option Plan (the
'Plan') whereby incentive and non-qualified options to purchase up to 470,400
shares of the Company's common stock may be granted to key employees, directors
and consultants. The exercise and vesting periods and the exercise price for
options granted under the Plan is determined by a committee of the Board of
Directors. The Plan stipulates that the exercise price of non-qualified options
granted under the Plan must have a exercise price equal to or exceeding 85% of
the fair market value of the Company's common stock as of the date of grant of
the option and no option may be exercisable after ten years from the date of
grant. The fair market value of the Company's common stock is determined by the
Board of Directors. Options granted under the plan are generally exercisable
immediately but vest over a period of four years.

During the year ended March 31, 1997, the Company granted options under the
Plan, to employees, to purchase 79,338 shares of its common stock, at an
exercise price of $7.14 per share. The options vest on a pro-

F-13

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

10. STOCK OPTION PLAN, STOCK GRANTS AND DEFINED CONTRIBUTION PLAN--(CONTINUED)

rata basis on the first, second, third and fourth anniversaries of the date of
grant. There were no grants to consultants or directors during the year ended
March 31, 1997.

During fiscal 1996, prior to implementation of the Plan, an employee of the
Company was granted an option to purchase 56,000 shares of the Company's common
stock at $1.79 per share, determined by the Company's Board of Director's to be
the fair market value of the Company's common stock at the date of the option
grant. As of March 31, 1997, 28,000 shares are exercisable under such option.

The remaining options become exercisable in equal annual amounts on December 31,
1997 and 1998.

The Company applies Accounting Principles Board Opinion No. 25, 'Accounting
for Stock Issued to Employees,' and related interpretations in accounting for
its Plan and other stock-based compensation issued to employees and directors.
During the year ended March 31, 1996, the Company did not recognize compensation
expense for options granted to employees. During 1997, the Company has
recognized compensation expense in the amount of $13,457 for options granted to
employees. Had compensation cost for option grants to employees been determined
based upon the fair value at the grant date for awards under the Plan consistent
with the methodology prescribed under Statement of Financial Accounting
Standards No. 123, 'Accounting for Stock-Based Compensation,' ('FAS 123') the
Company's net loss in 1996 and 1997 would have been increased by approximately
$6,609 (less than $.01 per share) and $45,480 ($.01 per share), respectively.

The fair value of options granted to employees during 1996 and 1997 has
been determined on the date of the respective grant using the Black-Scholes
option-pricing model based on the following weighted average assumptions.

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Dividend yield............................. None None
Risk free interest rate on date of grant... 5.36% 6.27%
Forfeitures................................ None None
Expected life.............................. 5 years 5 years
</TABLE>

The following table summarizes information regarding stock options for 1996
and 1997:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
------- ----------------
<S> <C> <C>
Options outstanding, March 31, 1995..... -- --
Option grants........................... 56,000 $ 1.79
-------
Options outstanding, March 31, 1996..... 56,000 1.79
Option grants........................... 79,338 7.14
Options forfeited....................... (4,385) 7.14
-------
Options outstanding, March 31, 1997..... 130,953 4.85
-------
</TABLE>

<TABLE>

<S> <C>
Options available for grant, March 31, 1997... 395,447
Weighted average remaining contractual life... 9 years
Options exercisable, March 31, 1997........... 102,953
Weighted average exercise price of
exercisable options, March 31, 1997......... $ 5.68
</TABLE>

The Company also issued 1,445 shares of its common stock to an employee
during the year ended March 31, 1997 for services rendered by the employee to
the Company. The employee was immediately vested in the shares. The Board of
Directors of the Company has determined the fair market value of such shares to
be $8.16 per share. The Company recognized expense of $11,791 for the year ended
March 31, 1997 related to the grant.

During 1996 the Company issued 73,184 shares of its common stock to certain
employees, directors and consultants. The shares vested upon issuance and the
fair market value of such shares at the date of grant was

F-14

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

10. STOCK OPTION PLAN, STOCK GRANTS AND DEFINED CONTRIBUTION PLAN--(CONTINUED)

determined by the Board of Director's to be $1.79 per share. The Company
recognized expense of $130,685 for the year ended March 31, 1996 related to the
stock grants.

Defined Contribution Plan

Effective October 1996, the Company implemented a defined contribution
savings plan, which qualifies under Section 401(k) of the Internal Revenue Code,
for employees meeting certain service requirements. Participants may contribute
up to 15% of their gross wages not to exceed, in any given year, a limitation
set by the Internal Revenue Service regulations. The plan provides for mandatory
matching contributions to be made by the Company to a maximum amount of 2.5% of
a plan participant's compensation. Company contributions to the plan amounted to
$38,096 in 1997.

11. PATENT LICENSE AGREEMENT

During the year ended March 31, 1996, the Company entered into a license
agreement with the owner of a U.S. Patent, which expired in July 1996, for a
period of one year commencing July 1, 1995. The Company was obligated to pay the
owner a royalty equal to 3% of the sales price of each licensed product, as
defined by the agreement, that is leased, sold or transferred to an unaffiliated
third party in the United States during the license period. The license provided
for a minimum royalty amount of $100,000, of which $73,333 and $26,667 have been
expensed in 1996 and 1997, respectively.

12. SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to $17,373, $17,366 and $56,223 in
1995, 1996 and 1997, respectively. There were no payments for income taxes in
1995 and 1996. In 1997, the Company paid $6,800 for income taxes.

During fiscal 1996 and 1997, the Company acquired $40,152 and $94,935,
respectively of production equipment under capital leases. No production
equipment was acquired by capital lease in 1995.

13. RELATED PARTIES

In July 1996, the Company loaned its President, who is a principal
stockholder, $32,200. Such loan bears interest at a rate of 8%, commencing
October 14, 1996, and is due and payable September 1, 1997. The loan along with
accrued but unpaid interest in the amount of $1,256, was repaid in April 1997.

In November 1996, the Company received an interest bearing demand note in
return for a loan of $200,000 to a related party in which the Company's Chief
Financial Officer is a principal stockholder. The loan, which bore interest at a
rate of 8.75% per annum, was repaid with accrued interest in the amount of
$4,135 in February 1997.

During 1996, the Company received interest bearing demand notes in return
for aggregate loans of $150,000 to a related party in which the Company's Chief
Financial Officer is a principal stockholder. Such loans, which bore interest at
a rate of 12% per annum, were repaid with accrued interest in the aggregate of
$1,794 as of March 31, 1996.

14. STOCKHOLDERS' EQUITY

During 1997, the Company completed a private offering of 520,315 units, as
defined in such offering, at a price per unit ranging from $7.86 to $8.93 based
on the quantity of units purchased. Each unit consists of one share of the
Company's common stock, $.01 par value, and a warrant to purchase one additional
share of the Company's common stock at a price per share equal to the purchase
price of the unit, on or before May 3, 1999. The offering provided net proceeds
of $4,311,800. In conjunction with the offering the Company issued 6,155 units,
as a placement fee, to certain individuals who assisted the Company in selling
the units. The fair value of such units, in the amount of $54,950, or $8.93 per
unit has been reflected as a reduction of paid in capital. At

F-15

<PAGE>

SCHICK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

14. STOCKHOLDERS' EQUITY--(CONTINUED)

March 31, 1997 the Company has reserved 526,470 shares of its common stock for
issuance upon the exercise of the warrants.

During 1996, a 10% interest bearing convertible demand note, held by a
stockholder of the Company, in the principal amount of $50,000 was converted
into 28,000 shares of the Company's common stock. During 1996, a non-interest
bearing convertible loan in the principal amount of $150,000, held by a second
stockholder, was converted into 98,823 shares of common stock.

15. RESTRUCTURING AND RECAPITALIZATION

In connection with the Company's proposed initial public offering under the
Securities Act of 1933, as amended, the Company has restructured. In April 1997,
Schick Technologies, Inc. ('Schick Delaware') and its wholly owned subsidiary,
STI Acquisition Corporation ('STI') were formed under the General Corporation
Law of the State of Delaware for the purpose of forming a holding company and
changing the state of incorporation of the Company. Effective June 4, 1997
(pursuant to a merger agreement among the Company, Schick Delaware and STI),
Schick Delaware issued 7,957,231 shares of its common stock for all the
outstanding common stock of the Company. STI and the Company merged and the
Company was the survivor of the merger and became a wholly-owned subsidiary of
Schick Delaware. In connection with the restructuring and merger, the holders of
the Company's outstanding warrants and options converted such warrants and
options to similar warrants and options of Schick Delaware (based on the same
ratio of exchange, 2.8 shares for 1 share, applicable to the common stock
exchange). Schick Delaware's articles of incorporation also authorize 2,500,000
shares of preferred stock, $.01 par value.

The 1996 Stock Option Plan of the Company was amended by Schick Delaware
and the shares available for issuance pursuant to the Plan were adjusted to
470,400. Schick Delaware also implemented its 1997 Stock Option Plan for
Non-Employee Directors ('the Director Plan') whereby nonqualified options to
purchase up to 35,000 shares of the Company's common stock may be granted to
non-employee directors. Each option granted under the Director Plan becomes
exercisable on the second anniversary date of its grant and must have an
exercise price equal to the fair market value of the Company's common stock on
the date of grant.

All common shares, stock options, warrants and related per share data
reflected in the accompanying financial statements and notes thereto, have been
presented as if the recapitalization had occurred on April 1, 1994.

F-16

<PAGE>

INSIDE BACK COVER 5

[Graphics depicting the Company's manufacturing facilities].

[Caption: Schick Technologies, Inc.].

<PAGE>

---------------------------------------------------------
---------------------------------------------------------

No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or any Underwriter. This Prospectus does
not constitute an offer of any securities other than those to which it relates
or an offer to sell, or a solicitation of an offer to buy, to any person in any
jurisdiction where such an offer or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary............................................... 3
Risk Factors..................................................... 7
The Company...................................................... 15
Use of Proceeds.................................................. 16
Dividend Policy.................................................. 16
Capitalization................................................... 17
Dilution......................................................... 18
Selected Financial Data.......................................... 19
Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 20
Business......................................................... 25
Management....................................................... 39
Certain Transactions............................................. 45
Principal Stockholders........................................... 45
Description of Capital Stock..................................... 46
Shares Eligible for Future Sale.................................. 50
Underwriting..................................................... 51
Legal Matters.................................................... 52
Experts.......................................................... 52
Additional Information........................................... 52
Index to Financial Statements.................................... F-1
</TABLE>

------------------

Until , 1997 (25 days after the date of this Prospectus), all
dealers effecting transactions in the Common Stock, whether or not participating
in this distribution, may be required to deliver a Prospectus. This delivery

requirement is in addition to the obligation of dealers to deliver a Prospectus
when acting as Underwriters and with respect to their unsold allotments or
subscriptions.

---------------------------------------------------------
---------------------------------------------------------

1,750,000 SHARES

[LOGO]

SCHICK TECHNOLOGIES, INC.

COMMON STOCK

---------------------------

PROSPECTUS

, 1997

---------------------------

LEHMAN BROTHERS

J.P. MORGAN & CO.

PACIFIC GROWTH EQUITIES, INC.

---------------------------------------------------------
---------------------------------------------------------

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All the amounts shown are estimated
except the Commission registration fee, the National Association of Securities
Dealers, Inc. (the 'NASD') filing fee and the Nasdaq National Market ('NNM')
listing fee.

<TABLE>
<S> <C>
Commission registration fee................................ $10,367.42
NASD filing fee............................................ 3,921.25
NNM listing application fee................................ 1,000.00
Printing and engraving expenses............................ *
Legal fees and expenses.................................... *
Accounting fees and expenses............................... *
Blue Sky fees and expenses (including legal fees).......... *
Transfer agent and registrar fees and expenses............. *
Miscellaneous..............................................
----------
Total............................................... $ 635,000
----------
----------
</TABLE>

- ------------------
* To be supplied by amendment.

All expenses of such issuance and distribution will be paid by the registrant.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the DGCL provides as follows:

'(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his

conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

(b) A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

II-1

<PAGE>

(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately

be determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

(h) For purposes of this section, references to 'the corporation' shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

(i) For purposes of this section, references to 'other enterprises' shall
include employee benefit plans; references to 'fines' shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to 'serving at the request of the corporation' shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner 'not
opposed to the best interests of the corporation' as referred to in this
section.

(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to

hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).'

II-2

<PAGE>

Section 102(b)(7) of the DGCL provides as follows:

'(b) In addition to the matters required to be set forth in the certificate
of incorporation by subsection (a) of this section, the certificate of
incorporation may also contain any or all of the following matters:

(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit 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 a
knowing violation of law; (iii) under section 174 of this title; or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
All references in this paragraph to a director shall also be deemed to refer (x)
to a member of the governing body of a corporation which is not authorized to
issue capital stock, and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation in accordance with
Section ~141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title.'

The Company maintains a director's and officer's liability insurance policy
which indemnifies directors and officers for certain losses arising from claims
by reason of a wrongful act, as defined therein, under certain circumstances.

In addition, in response to this Item 14, the following information is
incorporated by reference: Article 10 of the Certificate of Incorporation of the
registrant incorporated by reference as Exhibit 3.1 to this Registration
Statement; and Section 1 of Article V of the By-Laws of the registrant
incorporated by reference as Exhibit 3.2 to this Registration Statement.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth information as to all securities issued by the
registrant during the past three years which were not registered under the
Securities Act.

A. The following transactions were exempt under either Section 4(2) or
Section 3(a)(9) of the Securities Act:

In February 1995, the Company sold 143,780 shares of Common Stock for
$225,000.

In December 1995, notes payable in the aggregate amount of $200,000 were
converted into 126,824 shares of Common Stock.

In March 1996, notes payable in the aggregate principal amount of $810,000,
plus accrued interest of $51,080 thereon, were converted into 484,400 shares of
Common Stock.

In April through July 1996, notes payable in the aggregate principal amount
of $647,500, plus accrued interest of $85,490 thereon, were converted into
376,446 shares of Common Stock.

From May through August 1996, the Company sold 520,315 units, each unit
consisting of one share of Common Stock and one warrant to purchase one share of
Common Stock for $4,311,800.

No underwriters were engaged in connection with any of the foregoing
securities transactions.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -------------------------------------------------------------------
<S> <C>
1.1**** -- Form of Underwriting Agreement
3.1* -- Amended and Restated Certificate of Incorporation of Schick
Technologies, Inc.
3.2* -- By-Laws of Schick Technologies, Inc.
4.1* -- Form of Common Stock certificate of Schick Technologies, Inc.
4.2* -- Form of Warrant
4.3* -- Agreement and Plan of Merger dated as of May 15, 1997 among Schick
Technologies, Inc., a New York corporation, Schick Technologies,
Inc., a Delaware corporation and STI Acquisition Corp, a Delaware
corporation
</TABLE>

II-3

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION

- ------- ------------------------------------------------------------------------------------
<S> <C> <C>
5.1* -- Opinion of Kelley Drye & Warren LLP (including the consent of such
firm) as to the validity of the securities being registered
10.1**** -- Schick Technologies, Inc. 1996 Employee Stock Option Plan+
10.2**** -- Schick Technologies, Inc. 1997 Stock Option Plan for Non-Employee
Directors+
10.3** -- Form of Non-Disclosure, Non-Solicitation, Non-Competition and
Inventions Agreement between Schick Technologies, Inc. and each
Named Executive of Schick Technologies, Inc.
10.4** -- Secured Term Loan Agreement dated August 7, 1996 between Schick
Technologies, Inc. and Merck & Co., Inc. (the 'Agreement').
10.5*** -- Service and License Agreement between Photobit, LLC and Schick
Technologies, Inc. dated as of June 24, 1996 amending the Agreement.
10.6** -- Letter Agreement between Schick Technologies, Inc. and Merck & Co.,
Inc., dated May 12, 1997
11.1** -- Computation of Earnings Per Share
22.1* -- List of subsidiaries of Schick Technologies, Inc.
23.1* -- Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1)
23.2* -- Consent of Price Waterhouse LLP
24.1** -- Powers of Attorney (included in the signature page)
</TABLE>

- ------------------
* Filed herewith

** Previously filed.

*** Previously filed. Confidential treatment requested as to certain portions.

**** To be filed by amendment.

+ Management contract or compensatory plan or arrangement.

(b) Consolidated Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts

All other schedules are omitted because they are inapplicable or the
requested information is shown in the consolidated financial statements or
related notes.

ITEM 17. UNDERTAKINGS

The registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the

registrant pursuant to provisions described in Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

The registrant hereby undertakes (1) that for purposes of determining any
liability under the Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in the form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective;
and (2) that for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.

II-4

<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF NEW YORK, STATE OF NEW YORK, ON THE 5TH DAY OF JUNE, 1997.

SCHICK TECHNOLOGIES, INC.

By: /s/ David B. Schick
----------------------------------
David B. Schick
Chairman of the Board,
Chief Executive Officer and
President

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- -------------------------------- -------------------------------- ------------

<S> <C> <C>
/s/ David B. Schick Chairman of the Board, Chief June 5, 1997
- -------------------------------- Executive Officer, President and
David B. Schick Director (Principal Executive
Officer)

/s/ David B. Spector Chief Financial Officer June 5, 1997
- -------------------------------- (Principal Financial and
David B. Spector Accounting Officer)

* Director
- --------------------------------
Mark I. Bane

* Director
- --------------------------------
Allen Schick, Ph.D.

* Director
- --------------------------------
Euval S. Barrekette, Ph.D.

* Director
- --------------------------------
Jonathan Singer

* Director
- --------------------------------
Howard Wasserman, D.D.S.

*By: /s/ Zvi N. Raskin June 5, 1997
- --------------------------------
Attorney-in-fact
</TABLE>

II-5

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ------------------------------------------------------------------------------------
<S> <C>
1.1**** -- Form of Underwriting Agreement
3.1* -- Amended and Restated Certificate of Incorporation of Schick
Technologies, Inc.
3.2* -- By-Laws of Schick Technologies, Inc.
4.1* -- Form of Common Stock certificate of Schick Technologies, Inc.
4.2* -- Form of Warrant
4.3* -- Agreement and Plan of Merger dated as of May 15, 1997 among Schick
Technologies, Inc., a New York corporation, Schick Technologies,
Inc., a Delaware corporation, and STI Acquisition Corp., a Delaware
corporation
5.1* -- Opinion of Kelley Drye & Warren LLP (including the consent of such
firm) as to the validity of the securities being registered
10.1**** -- Schick Technologies, Inc. 1996 Employee Stock Option Plan+
10.2**** -- Schick Technologies, Inc. 1997 Stock Option Plan for Non-Employee
Directors+
10.3** -- Form of Non-Disclosure, Non-Solicitation, Non-Competition and
Inventions Agreement between Schick Technologies, Inc. and each
Named Executive of Schick Technologies, Inc.
10.4** -- Secured Term Loan Agreement dated August 7, 1996 between Schick
Technologies, Inc. and Merck & Co., Inc. (the 'Agreement').
10.5*** -- Service and License Agreement between Photobit, LLC and Schick
Technologies, Inc. dated as of June 24, 1996 amending the Agreement.
10.6** -- Letter Agreement between Schick Technologies, Inc. and Merck & Co.,
Inc., dated May 12, 1997
11.1** -- Computation of Earnings Per Share
22.1* -- List of subsidiaries of Schick Technologies, Inc.
23.1* -- Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1)
23.2* -- Consent of Price Waterhouse LLP
24.1** -- Powers of Attorney (included in the signature page)
</TABLE>

- ------------------
* Filed herewith

** Previously filed.

*** Previously filed. Confidential treatment requested as to certain portions.

**** To be filed by amendment.

+ Management contract or compensatory plan or arrangement.

<PAGE>
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SCHICK TECHNOLOGIES, INC.

The undersigned, Zvi N. Raskin, hereby certifies that:

1. He is Secretary of the corporation mentioned herein.

2. Such corporation is a corporation duly organized and
validly existing under the General Corporation Law of the State of Delaware, as
amended (the "Law").

3. The name of such corporation is Schick Technologies, Inc.

4. The date on which the original certificate of incorporation
of such corporation was filed with the Secretary of State of the State of
Delaware is April 25, 1997.

5. This Amended and Restated Certificate of Incorporation (i)
amends the certificate of incorporation of such corporation so as, among other
things, to clarify provisions regarding the authorized number of directors of
such corporation, the proportion of directors and stockholders required to
approve certain matters, the authorized capital stock of such corporation, the
right of stockholders to act by consent in writing, limitations on persons
entitled to call special meetings of stockholders and limitations on amendment
of such certificate of incorporation and the by-laws of such corporation, and
(ii) integrates into one instrument all of the provisions of such certificate of
incorporation, as so amended, which are effective and operative.

6. This Amended and Restated Certificate of Incorporation was
duly adopted, effective on May 9, 1997, in accordance with Sections 241 and 245
of the Law and the applicable provisions of such certificate of incorporation.
The corporation has not received any payment for any of its stock.

7. The provisions of such certificate of incorporation, as so
amended and restated, are as follows:

FIRST: NAME

The name of this corporation is Schick Technologies, Inc.
(the "Corporation").

<PAGE>

SECOND: ADDRESS

The address, including street number, street, city and county,
of the registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle. The name of the registered agent of the Corporation in the State of
Delaware at such address is The Corporation Trust Company.

THIRD: PURPOSE

The nature of the businesses to be conducted and the purposes
to be promoted by the Corporation is engaging in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, as amended (the "Law").

FOURTH: POWERS

In order to conduct its businesses and promote and accomplish
its purposes, the Corporation shall have and may exercise all of the powers
conferred by the Law upon corporations formed thereunder.

FIFTH: PERPETUAL EXISTENCE

The Corporation shall have perpetual existence.

SIXTH: CAPITAL STOCK

The aggregate number of shares of all classes of capital stock
which the Corporation shall have authority to issue is twenty-seven million five
hundred thousand (27,500,000), of which twenty-five million (25,000,000) shall
be common stock, par value $.01 per share (the "Common Stock"), and two million
five hundred thousand (2,500,000) shall be preferred stock, par value $.01 per
share (the "Preferred Stock").

Shares of Preferred Stock may be issued in one or more series.
The number of shares included in any series of Preferred Stock and the full or
limited voting rights, if any, the cumulative or non-cumulative dividend rights,
if any, the conversion, redemption or sinking fund rights, if any and the
priorities, preferences and relative, participating, optional and other special
rights, if any, in respect of the Preferred Stock, any series of Preferred Stock
or any rights pertaining thereto, and the qualification, limitations or
restrictions on the Preferred Stock, any series of Preferred Stock or any rights
pertaining thereto, shall be those set forth in the resolution or resolutions
providing for the issuance of the Preferred Stock or such series of Preferred
Stock adopted at any time and from time to time by the affirmative vote of a
majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors of the Corporation (the
"Board") at the time of the vote (the "Whole Board") on such resolution or
resolutions and filed with the Secretary of State of the State of Delaware. The
Board is hereby expressly vested with authority, to

- 2 -

<PAGE>

the full extent now or hereafter provided by the Law, to adopt any such
resolution or resolutions.

SEVENTH: DIRECTORS

The business and affairs of the Corporation shall be managed
by or under the direction of the Board. The number of directors shall, at the
time of filing of this Amended and Restated Certificate of Incorporation (this
"Certificate of Incorporation") with the Secretary of State of the State of
Delaware (the "Effective Time"), be the number of directors then in office and
shall thereafter, subject to any limitations which may be set forth in the
By-Laws and subject to the right, if any, of holders of shares of Preferred
Stock outstanding to elect additional directors expressly set forth in the
resolution or resolutions providing for the issuance of such shares, be such
number or such greater or lesser number as may be fixed from time to time and at
any time by a resolution or resolutions adopted by the affirmative vote of a
majority of the Whole Board.

The directors shall be divided into three classes, each
composed of such number of directors as is nearly equal in number as possible;
provided, however, that no director who has been designated as a member of a
class shall change to a different class or have his membership in a class
changed by the Board or the stockholders to a different class if such classes
cease to be as nearly equal in number as possible due to the death, resignation
or removal of one or more directors of any other class or for any other reason.

The Board shall, at or before the first meeting of the Board
following the Effective Time, designate which class each director then serving
shall be a member of. The initial term of the first, second and third class
shall continue until the due election and qualification of the successor
directors who are to be members of such class (which may be one or more of the
same directors, if he or they are re-elected) at the first, second and third
annual meeting of stockholders following the Effective Time. Thereafter the term
of each class shall continue until the due election and qualification of the
successor directors who are to be members of such class (which may be one or
more of the same directors, if he or they are re-elected) at each third
following annual meeting of stockholders.

Except as otherwise provided in the By-Laws, the election of
directors is not required to be conducted by written ballot.

Except for the right, if any, of holders of shares of
Preferred Stock then outstanding to remove one or more directors expressly set
forth in the resolution or resolutions providing for the issuance of such shares
and except as otherwise required by the law, directors can be removed only for
cause and only upon the affirmative vote of holders of at least 75% of the
voting power of all shares of capital stock of the Corporation then outstanding
entitled to vote generally for the election of directors.

Except for the right, if any, of holders of shares of
Preferred Stock then outstanding to fill such vacancies expressly set forth in
the resolution or resolutions providing

- 3 -

<PAGE>
for the issuance of such shares and except as otherwise required by the law, any
vacancies on the Board resulting from an increase in the authorized number of
directors, from death, resignation, retirement, disqualification or removal of a
director or from any other event can be filled by a majority vote of the
directors then in office (even though they constitute less than a quorum),
unless no directors are then in office in which (but only in which) event such
vacancies can be filled by the stockholders. The designation of directors
filling such vacancies among the three classes shall be made by the Board at the
time such vacancies are filled. The term of a director elected to fill such a
vacancy shall continue until the due election and qualification of his successor
(which may be such director, if he is re-elected) at the annual meeting of
stockholders at which the term of members of his class expires. No decrease in
the authorized number of directors shall shorten the term of any incumbent
director.

In connection with managing the business and affairs of the
Corporation, including, but not limited to, determining whether and to what
extent any action may be in the best interests of the Corporation or the
stockholders, approving or disapproving any action or determining whether to
make any recommendation and what recommendation to make to stockholders with
respect to any matter, each director and the Board (and any committee of the
Board) may consider: (i) the long-term and short-term interests of the
employees, suppliers, creditors and customers of the Corporation and its
subsidiaries; (ii) the long-term and short-term interests of the communities in
which the Corporation and its subsidiaries conduct any business or other
activities; and (iii) the long-term and short-term interests of the Corporation,
its subsidiaries and the stockholders, including the possibility that such
interests may best be served by the continued independence of the Corporation.

EIGHTH: VOTING

Except for the right, if any, of holders of shares of
Preferred Stock then outstanding to cumulate votes expressly set forth in the
resolution or resolutions providing for the issuance of such shares, cumulative
voting is not permitted with respect to the election of directors.

Except as otherwise permitted with respect to meetings
consisting solely of, and actions required or permitted to be taken at meetings
consisting solely of, holders of shares of Preferred Stock then outstanding as
expressly set forth in the resolution or resolutions providing for the issuance
of such shares, (i) any action required or permitted to be taken by the
stockholders must be taken at a duly called and convened meeting of stockholders
and cannot be taken by consent in writing and (ii) special meetings of
stockholders can be called only (a) by or at the direction of the Board pursuant
to a resolution or resolutions adopted by the affirmative vote of a majority of
the Whole Board, (b) by or at the direction of a committee of the Board which
has been expressly authorized by the Board pursuant to a resolution or
resolutions adopted by the affirmative vote of a majority of the Whole Board to
call special meetings of stockholders or (c) by the chief executive officer or
president of the Corporation.

- 4 -

<PAGE>
NINTH: BY-LAWS

All or any part of the By-Laws of the Corporation (the
"By-Laws") may be amended, modified or repealed and new By-Laws may be adopted
at any time and from time to time pursuant to (but only pursuant to) a
resolution or resolutions adopted by the affirmative vote of a majority of the
Whole Board, but subject to the power of the holders of shares of capital stock
of the Corporation then outstanding to adopt, amend, modify or repeal the
By-Laws as provided in the next paragraph and to the limitations set forth in
the By-Laws at the Effective Time.

All or any part of the By-Laws may be amended, modified or
repealed and new By-Laws may be adopted by the stockholders upon (but only upon)
the affirmative vote of holders of at least 75% of the voting power of all
shares of capital stock of the Corporation then outstanding entitled to vote
generally for the election of directors.

TENTH: EXCULPATION

A director shall not be personally liable to the Corporation
or the stockholders for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Law and (iv) for any transaction from which such director
derives an improper personal benefit. If the Law is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director shall be eliminated or
limited to the fullest extent permitted by the Law, as so amended. No repeal or
modification of this Article TENTH shall adversely affect any right of or
protection afforded to a director prior to such repeal or modification.

ELEVENTH: AMENDMENTS

Notwithstanding any other provision contained in this
Certificate of Incorporation and notwithstanding that a lesser percentage may be
specified by law, the By-Laws or otherwise, Articles SEVENTH, EIGHTH, NINTH and
TENTH of this Certificate of Incorporation and this Article ELEVENTH shall not
be amended or repealed, and no provision inconsistent therewith or providing for
cumulative voting in the election of directors shall be adopted, unless such
adoption, amendment or repeal is approved by the affirmative vote of holders of
at least 75% of the voting power of all shares of capital stock of the
Corporation then outstanding entitled to vote generally for the election of
directors.

Subject to the immediately preceding paragraph of this Article
ELEVENTH, the Corporation reserves the right to amend, alter, change or repeal
any provision contained herein in the manner now or hereafter prescribed by law.

- 5 -

<PAGE>

TWELFTH: COMPROMISE

Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
on all the creditors or class of creditors, and/or on all the stockholders or
class of stockholders, of the Corporation, as the case may be, and also on the
Corporation.

IN WITNESS WHEREOF, the undersigned has signed this Amended
and Restated Certificate of Incorporation on this 28th day of May, 1997.

/s/ Zvi N. Raskin
-----------------------------
Secretary

- 6 -

<PAGE>

EXHIBIT 3.2

BY-LAWS

SCHICK TECHNOLOGIES, INC.

<PAGE>

ARTICLE I - MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.

All meetings of stockholders shall be held at the registered office of the
Corporation in the State of Delaware or at such other places within or without
the State of Delaware as may be specified by the board of Directors of the
Corporation (the "Board"), if such meeting shall have been called by the Board,
or the President, if such meeting shall have been called by any other person or
persons as permitted by the Certificate of Incorporation of the Corporation, as
then in effect (the "Certificate of Incorporation").

Section 2. Annual Meeting.

An annual meeting of stockholders for the election of
directors and the transaction of such other business as may be properly brought
before such meeting shall be held on (i) the third Tuesday of May in each and
every year, if that day is a business day, or, if that day is not a business
day, on the next following day which is a business day or (ii) such other date
as the Board may from time to time determine. Any annual meeting of stockholders
may be adjourned from time to time until the business to be transacted at such
meeting is completed.

Section 3. Special Meetings.

Special meetings of stockholders can be called only as
provided in the Certificate of Incorporation. Each such meeting shall be called
by giving notice to that effect to the Secretary not more than sixty-five (65)
days and not less than fifteen (15) days before the date of such meeting. Such
notice shall state the place, date, hour and purpose or purposes of such
meeting. Any special meeting may be adjourned in accordance with Section 5(c) of
this Article I from time to time until the business to be transacted at such
meeting is completed.

Section 4. Record Date.

(a) In order to determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing such record date is adopted by the Board and which
record date shall not be more than sixty (60) nor less than ten (10) days before

the date of such meeting. If no record date is fixed by the Board, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be the close of business on the day next preceding the day
on which notice of such meeting is given or, if such notice is waived by all of
the stockholders, the close of

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business on the day next preceding the day on which such meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for such adjourned meeting.

(b) In order to determine the stockholders entitled to consent
to action in writing without a meeting, the Board may fix a record date, which
record date shall not precede the date upon which the resolution fixing such
record date is adopted by the Board and which record date shall not be more than
ten (10) days after the date upon which the resolution fixing such record date
is adopted by the Board. If no record date is fixed by the Board, the record
date for determining stockholders entitled to consent to action in writing
without a meeting, when no prior action by the Board is required by the General
Corporation Law of the State of Delaware, as then in effect (the "Law"), shall
be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation at its registered
office in the State of Delaware, its principal place of business or an officer
or agent of the Corporation having custody of the books in which proceedings of
meeting of stockholders are recorded. Delivery made to the Corporation at its
registered office shall be made by personal delivery or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by the Law, the record date
for determining stockholders entitled to consent to action in writing without a
meeting shall be the close of business on the day on which the Board adopts the
resolution taking such prior action.

(c) In order to determine the stockholders (i) entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
shares of capital stock of the Corporation or (ii) for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing such record date is adopted
and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining stockholders
therefor shall be at the close of business on the day on which the Board adopts
the resolution relating to such action.

Section 5. Notice of Meetings; Waiver.

(a) Each notice of each meeting of stockholders shall state
the place, date and hour of such meeting and, unless it is an annual meeting of
stockholders, shall indicate that it is being sent by or at the direction of the
person or persons calling such meeting and state the purpose or purposes for
which such meeting is being called. If at any meeting of stockholders action is
proposed to be taken which would, if taken, give stockholders fulfilling the
requirements of Section 262 of the Law the right to receive payment for their

shares of capital stock of the Corporation, the notice of such meeting shall
include a statement of such proposed action and such right. Not less than ten
(10) nor more than sixty (60) days before the date of such meeting, the
Secretary shall give or cause to be given a copy of the notice of such meeting,
either by personal delivery or by mail, to each person entitled to notice of
such meeting. If mailed, such notice shall be deemed to have been given to a
stockholder
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when it is deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the stock records of the Corporation
or, if he shall have filed with the Secretary a written request that notices to
him be mailed to some other address, then directed to him at such other address.

(b) A written waiver of notice of a meeting of stockholders
signed by a stockholder entitled to notice of such meeting, before or after such
meeting, shall be deemed to be equivalent to the giving of proper notice to such
stockholder of such meeting. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
such stockholder attends such meeting for the express purpose of objecting, at
the commencement of such meeting, to the transaction of any business at such
meeting because such meeting was not lawfully called or convened. Neither the
business to be transacted at nor the purpose of a meeting of stockholders is
required to be specified in any written waiver of notice of such meeting.

(c) When a meeting of stockholders is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which such meeting is adjourned are announced
at such meeting. Any business may be transacted at such adjourned meeting which
might have been transacted at such meeting. If the adjournment is for more than
thirty (30) days or if, after such adjournment, the Board fixes a new record
date for such adjourned meeting, a notice of such adjourned meeting shall be
given to each person entitled to notice of such adjourned meeting.

Section 6. List of Stockholders.

The Secretary shall prepare, at least ten (10) days prior to
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order and showing the address of
each such stockholder and the number of shares held of record by each such
stockholder. Such list shall be open for inspection by any stockholder, for
purposes germane to such meeting, during ordinary business hours, for the ten
(10) days prior to such meeting, either at a place in the city where such
meeting is to be held, which place shall be specified in the notice of such
meeting, or, if not so specified, at the place where such meeting is to be held.
Such list shall also be produced and kept open at such meeting during the whole
time thereof and may be inspected by any stockholder who is present thereat. The
stock records of the Corporation shall be conclusive evidence as to who are the
stockholders entitled to examine such stock records, the list described in this
Section 6 or the books of the Corporation or to vote at any meeting of
stockholders.

Section 7. Quorum; Manner of Acting.

(a) Except as otherwise required by the Law or the Certificate
of Incorporation or as provided with respect to meetings consisting solely of
holders of shares of Preferred Stock in the resolution or resolutions providing
for the issuance of such shares, the presence, at the commencement of such
meeting, in person or by proxy of holders of a majority of the issued and
outstanding shares of capital stock of the Corporation entitled to

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vote at a meeting of stockholders shall be required in order to constitute a
quorum for the transaction of business thereat.

(b) If a quorum shall not be present at the commencement of
any meeting of stockholders, holders of a majority of the issued and outstanding
shares of capital stock of the Corporation present in person or by proxy and
entitled to vote at such meeting may adjourn such meeting to another time and
place.

(c) Except as otherwise required by the Law or the Certificate
of Incorporation and as otherwise provided in these By-Laws with respect to the
election of directors and except as otherwise provided with respect to meetings
consisting solely of holders of shares of Preferred Stock in the resolution on
resolutions providing for the issuance of such shares, a matter submitted to a
vote at a meeting of stockholders shall have been approved only if a quorum was
present at the commencement of such meeting and the holders of a majority of the
issued and outstanding shares of the capital stock of the Corporation entitled
to vote on such matter shall have voted to approve such matter.

(d) Every stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy.
Such authorization must be granted by a means expressly permitted by the Law. No
proxy shall be voted or acted upon after three (3) years from its date unless
such proxy provides that it may be voted or acted upon for a longer period. A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the relevant meeting of stockholders and voting or
acting in person, by filing with the Secretary a written instrument revoking
such proxy or by filing with the Secretary another duly executed proxy bearing a
later date.

Section 8. Business Transacted.

(a) No business shall be transacted at any meeting of
stockholders unless it shall have been brought in accordance with this Section
8(a) of this Article I. Business may be brought (i) before a special meeting of
stockholders only by the person or persons calling such meeting as permitted by
the Certificate of Incorporation or (ii) before an annual meeting of
stockholders only by or at the direction of the Board or any other person or
persons who could call a special meeting of stockholders as permitted by the

Certificate of Incorporation or by a stockholder who is entitled to vote thereon
at such annual meeting and who complies with the procedures set forth in this
Section 8. For business to be properly brought before an annual meeting of
stockholders by a stockholder, such stockholder must have given timely notice of
his intention to do so in writing to the Secretary. To be timely, such notice
must be delivered or mailed to, and received at, the principal executive office
of the Corporation not less than ninety (90) days prior to the date of such
meeting; provided, however, that if less than ninety (90) days' notice or prior
public disclosure of the date of such meeting is given to stockholders or made,
such notice must be so delivered or mailed, and received, not later than the
close of business on the tenth (10th) day following the day on which notice or

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public disclosure of the date of such meeting is given or made. Such notice must
set forth as to each matter such stockholder proposes to bring before such
meeting (i) a brief description (which includes all of the material aspects
thereof) of the business desired to be brought before such meeting and the
reasons for conducting such business at such meeting, (ii) the name and address,
as they appear on the stock records of the Corporation, of the stockholder
desiring to propose such business, (iii) the classes and number of shares of
each class of capital stock of the Corporation that are owned beneficially and
of record by such stockholder, his affiliates, all groups of which he is a
member and all persons with whom he is acting in concert (in each case,
identifying them) and (iv) any material direct or indirect interest of such
stockholder, affiliates, groups or persons in such business. The chairman of
such meeting shall determine whether any business to be brought before such
meeting will be properly so brought in accordance with this Section 8(a) of this
Article I and, if he should determine that such business will not be properly so
brought, he shall so declare at such meeting and such business shall not be
transacted at such meeting.

(b) No individual shall be eligible for election as a director
unless he is nominated in accordance with this Section 8(b) of this Article I.
Nominations of individuals for election as directors may be made at a meeting of
stockholders at which directors are to be elected only (i) by or at the
direction of the Board, a nominating committee of the Board or any other person
or persons who could call a special meeting of stockholders as permitted by the
Certificate of Incorporation or (ii) by a stockholder who is entitled to vote
for the election of directors at such meeting and who complies with the
procedures set forth in this Section 8. For nominations to be properly made at a
meeting by a stockholder, such stockholder must have given timely notice of his
intention to do so in writing to the Secretary. To be timely, such notice must
be delivered or mailed to, and received at, the principal executive office of
the Corporation not less than ninety (90) days prior to the date of such
meeting; provided, however, that if less than ninety (90) days' notice or prior
public disclosure of the date of such meeting is given to stockholders or made,
such notice must be so delivered or mailed, and received, not later than the
close of business on the tenth (10th) day following the day on which notice or
public disclosure of the date of such meeting is given or made. Such notice must
set forth: (i) as to each individual whom such stockholder proposes to nominate
for election as a director, (a) the name, date of birth, business address and
residential address of such individual, (b) the principal occupation or
employment of such individual for at least the five years preceding the date of
such notice, (c) the classes and number of each class of the capital stock of
the Corporation that are owned beneficially and of record by such individual,
his affiliates, all persons with whom he is acting in concert and all groups of
which he is a member (in each case, identifying them) and (d) all information
relating to such individual that is required to be disclosed in solicitations of
proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (including each such individual's written consent to serve as
director if elected); and (ii) as to the stockholder giving such notice, (A) the
name and address of such stockholder, as they appear on the stock records of the
Corporation, (B) the classes and number of shares of each class of capital stock

of the Corporation that are owned beneficially and of record by such
stockholder, his affiliates, all persons acting in concert with him and all
groups of which he

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is a member (in each case, identifying them) and (C) any professional,
commercial, business or familial relationship of such stockholder, affiliates,
persons or groups (in each case, identifying them) to such nominees, his
affiliates, any person acting in concert with him or any group of which he is a
member (in each case, identifying them). The chairman of such meeting shall
determine whether any nomination to be made at such meeting will be properly so
made in accordance with this Section and, if he should determine that such
nomination will not be properly so made, he shall so declare at such meeting and
such nomination shall not be made at such meeting.

(c) For the purposes of this Section, "acting in concert" and
"group" shall have the same meanings as they have under the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder.

Section 9. Order of Business; Voting.

(a) The Chairman of the Board or, in the absence of the
Chairman of the Board (including an absence because no Chairman of the Board
shall have been designated), the President, or, in the absence of both of them,
a Vice President, or, in the absence of all of them, a person designated by the
Board, or in the absence of all of them, a person designated by the holders of a
majority of the outstanding shares of capital stock of the Corporation present
in person or by proxy and entitled to vote at such meeting shall act as the
chairman of such meeting. The chairman of each meeting of stockholders shall
call such meeting to order, determine the order of business at such meeting and
otherwise preside over such meeting.

(b) The Secretary shall act as secretary of each meeting of
stockholders and keep the minutes thereof, but, in the absence of the Secretary,
the chairman of such meeting shall appoint some other person to act as secretary
of such meeting.

(c) Unless required by the Law, requested by any stockholder
present in person or by proxy and entitled to vote at such meeting or directed
by the chairman of such meeting, neither the vote for the election of directors
nor upon any other business before any meeting of stockholders is required to be
conducted by written ballot. On a vote by written ballot, (i) each written
ballot cast by a stockholder voting in person shall state the name of such
stockholder, the number of shares of capital stock of the Corporation held of
record by him and the number of such shares voted by him and (ii) each ballot
cast by proxy shall bear the name of such proxy, the name of the stockholder for
whom he is voting, the number of shares of capital stock of the Corporation held
of record by such stockholder and the number of such shares voted on behalf of
such stockholder.

(d) Shares of capital stock of the Corporation held by the

Corporation or any of its majority-owned subsidiaries in treasury shall not be
shares entitled to vote at, or to be counted in determining the presence of a
quorum for, any meeting of stockholders or be counted in determining the total
number of outstanding shares of capital stock of the Corporation. This Section
shall not limit the right of the Corporation or any of its

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subsidiaries to vote any shares of capital stock of the Corporation held by the
Corporation or such subsidiary in a fiduciary capacity.

(e) To the extent (but only to the extent) expressly provided
in the Certificate of Incorporation, action required or permitted to be taken at
a meeting of stockholders may be taken without a meeting, without any prior
notice and without a vote thereon, if stockholders having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which all stockholders entitled to vote thereon were present and voting,
consent in writing to such action and such writing or writings are filed with
the minutes of proceedings of the stockholders. Prompt written notice of the
taking of such action shall be given by the Secretary to all stockholders who
have not consented in writing to such action.

Section 10. Inspectors.

(a) The Board in advance of any meeting of stockholders may
(and shall, if required by the Law) appoint one or more inspectors to act at
such meeting or any adjournment thereof. If inspectors are not so appointed, the
chairman of such meeting may and, on request of any stockholder present in
person or by proxy and entitled to vote at such meeting, shall appoint one or
more such inspectors. No director, nominee for director, officer or employee of
the Corporation shall be appointed as an inspector. Inspectors need not be
stockholders. In case any person so appointed fails to appear or act, the
vacancy may be filled by appointment of another person by the Board in advance
of such meeting or at such meeting by the chairman of such meeting.

(b) Each inspector appointed to act at any meeting of
stockholders shall, before entering upon the discharge of his duties, take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. Such inspectors
shall (i) determine the number of shares outstanding and the voting power of
each such share, the number of shares represented at such meeting, the existence
of a quorum and the validity and effect of proxies, (ii) receive votes or
ballots, (iii) hear and determine all challenges and questions arising in
connection with the right to vote, (iv) count and tabulate all votes or ballots,
(v) determine the result and (vi) do all acts which may be proper in connection
with conducting a vote at such meeting, with fairness to all stockholders. On
the request of the chairman of such meeting or any stockholder present in person
or by proxy and entitled to vote at such meeting, the inspectors shall make a
report in writing of any challenge, question or matter determined by them and
execute a certificate of any fact found by them. Any such report or certificate

shall be prima facie evidence of the facts so stated and of the vote so
certified.

ARTICLE II - BOARD OF DIRECTORS

Section 1. Powers; Qualifications; Number; Election.

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(a) The business and affairs of the Corporation shall be
managed by or under the direction of the Board. Except as otherwise provided in
the Certificate of Incorporation, the Board may exercise all of the authority
and powers of the Corporation and do all of the lawful acts and things which are
not by the Law, the Certificate of Incorporation or these By-Laws directed or
required to be exercised or done by the stockholders. The directors shall act
only as a board and the individual directors shall have no power as such. Each
director shall be at least twenty-five (25) years of age. A director is not
required to be a resident of the State of Delaware or a stockholder. The Board
shall consist of that number of directors (but not less than five or more than
twelve) as shall be fixed in accordance with the Certificate of Incorporation.

(b) At all elections of directors by stockholders entitled to
vote thereon, the individuals receiving a plurality of the votes cast shall be
deemed to have been elected as directors.

Section 2. Term of Office of a Director.

The term of office of each director shall commence at the time
of his due election and qualification and shall expire as specified in the
Certificate of Incorporation or upon his earlier death, resignation or removal.

Section 3. Resignations; Filling of Vacancies.

(a) Any director may resign at any time by giving written
notice of his resignation to the Board or the Secretary. Such resignation shall
take effect at the time of receipt of such notice by the Board or the Secretary,
as the case may be, or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

(b) Any vacancy on the Board can be filled as (but only as)
provided in the Certificate of Incorporation. A director elected to fill such a
vacancy shall hold office as provided in the Certificate of Incorporation.

Section 4. Meetings of the Board; Notice; Waiver.

(a) All regular meetings of the Board shall be held at such
places within or without the State of Delaware as may be fixed by the Board. All
special meetings of the Board shall be held at such places within or without the
State of Delaware as may be specified in the notices of such meetings.

(b) Regular meetings of the Board for the transaction of such
business as may be properly brought before such meetings shall be held on such
dates and at such times as may be fixed by the Board. Notices of such regular
meetings are not required to be given.

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(c) Special meetings of the Board may be called at any time by
the President or any director. Each such meeting shall be called by giving
notice to that effect to the Secretary at least forty-eight (48) hours before
such meeting. Such notice shall state the place, date, hour and purpose or
purposes of such meeting. Promptly after receipt of such notice and, in any
event, not less than twenty-four (24) hours before such meeting, the Secretary
shall give notice of such meeting to all directors. Such notice shall state the
place, date, hour and purpose or purposes of such meeting and shall indicate
that such notices are being sent at the request of the person calling such
meetings. Except as otherwise required by the Law, each notice of each special
meeting of the Board shall be given by (i) mail addressed to a director at his
residence or usual place of business at least seven (7) days before the date of
such meeting or (ii) personal delivery or telex, telephone, telegraph,
telecopier or other electronic means addressed to a director at his usual place
of business at least twenty-four (24) hours before such meeting. If mailed, such
notice shall be deemed to have been given to a director five (5) days after it
is deposited in the United States mail, postage prepaid, directed to such
director at his residence or usual place of business.

(d) A written waiver of notice of a meeting of the Board
signed by a director, before or after such meeting, shall be deemed to be
equivalent to the giving of proper notice to such director of such meeting.
Attendance of a director at a meeting of the Board shall constitute a waiver of
notice of such meeting, except when such director attends such meeting for the
express purpose of objecting, at the commencement of such meeting, to the
transaction of any business at such meeting because such meeting was not
lawfully called or convened. Neither the business to be transacted at nor the
purpose of any regular or special meeting of the Board is required to be
specified in any written waiver of notice of such meeting.

Section 5. Quorum; Adjournment.

The presence of a majority of the Whole Board (as defined in
the Certificate of Incorporation) at any meeting of the Board shall be required
in order to constitute a quorum for the transaction of business thereat. Any
meeting of the Board may be adjourned from time to time until the business to be
transacted at such meeting is completed. If a quorum shall not be present at any
such meeting, a majority of the directors present may adjourn such meeting to
another time and place. When a meeting of the Board is adjourned to another time
and place, it shall not be necessary to give any notice of the adjourned meeting
if the time and place to which such meeting is adjourned are announced at such
meeting. Any business may be transacted at such adjourned meeting which might
have been transacted at such meeting.

Section 6. Manner of Acting.

(a) The Board may designate a Chairman of the Board. The
Chairman of the Board shall preside at all meetings of stockholders and of the
Board. He shall perform such other duties as the Board may from time to time
assign to him. In the absence of the Chairman of the Board (including an absence
because no Chairman of the Board shall have

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been designated), a person designated by a majority of the directors present at
such meeting shall serve as the chairman of such meeting. The chairman of each
meeting of the Board shall call such meeting to order, determine the order of
business at such meeting and otherwise preside over such meeting.

(b) The Secretary shall act as secretary of each meeting of
the Board and keep the minutes thereof, but, in the absence of the Secretary,
the chairman of such meeting shall appoint some other person to act as secretary
of such meeting.

(c) At each meeting of the Board each director shall be
entitled to one vote. Except as otherwise provided in the Certificate of
Incorporation or these By-Laws, a matter submitted to a vote at a meeting of the
Board shall have been approved only if a quorum was present at the time of the
vote thereon and a majority of the directors present at that time shall have
voted to approve such matter.

(d) Any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting if all of the directors
consent in writing to such action and such writing or writings are filed with
the minutes of proceedings of the Board.

Section 7. Annual Meeting of Directors.

An annual meeting of the Board for the transaction of such
business as may be properly brought before such meeting shall be held promptly
following each annual meeting of stockholders. Such annual meeting of the Board
shall constitute a regular meeting of the Board for all purposes.

Section 8. Participation in Meeting by Telephone.

One or more directors may participate in a meeting of the
Board by means of conference telephone or similar communications equipment by
means of which all persons participating in such meeting can hear each other at
the same time. Participation in a meeting of the Board by such means shall
constitute presence in person at such meeting.

Section 9. Compensation and Expenses of Directors.

Directors may be compensated for rendering services as such as
determined from time to time by the Board. Directors shall be reimbursed for
expenses incurred by them in connection with rendering services as such.

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ARTICLE III - COMMITTEES OF THE BOARD

Section 1. Regular Committees.

The Board may, pursuant to a resolution or resolutions adopted
by an affirmative vote of a majority of the Whole Board, designate one or more
committees of the Board. The members of each such committee shall consist of
such directors (but only such directors) designated by the Board, pursuant to a
resolution or resolutions adopted by an affirmative vote of a majority of the
Whole Board. The Board may, pursuant to a resolution or resolutions adopted by
an affirmative vote of a majority of the Whole Board, designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member of any committee at any meeting of such committee. Any
vacancy on any committee resulting from death, resignation or any other event or
circumstance, which is not filled by an alternate member, shall be filled by the
Board, pursuant to a resolution or resolutions adopted by an affirmative vote of
a majority of the Whole Board. Directors elected to fill such vacancies shall
hold office for the balance of the terms of the members whose vacancies are so
filled. Each committee will report its actions in the interim between meetings
of the Board at the next meeting of the Board or as otherwise directed by the
Board.

Section 2. Regular Committee Powers.

Any committee of the Board, to the extent (but only to the
extent) provided in a resolution or resolutions adopted by the affirmative vote
of a majority of the Whole Board, (i) shall have and may exercise all of the
powers and authority of the Board and do all of the lawful acts and things which
may be done by the Board in the management of the business and affairs of the
Corporation and (ii) may authorize the seal of the Corporation to be affixed to
all papers which may require it; provided, however, that no such committee shall
have the power or authority to: amend the Certificate of Incorporation; adopt an
agreement of merger or consolidation; recommend to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets; recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution of the Corporation; except as otherwise provided in
the Certificate of Incorporation, call a meeting of stockholders; amend or
repeal these By-Laws or adopt new By-Laws; or, unless the Certificate of
Incorporation, these By-Laws or resolutions adopted by the affirmative vote of a
majority of the Whole Board shall expressly so provide, declare a dividend,
authorize the issuance of shares of capital stock of the Corporation or adopt a
certificate of ownership and merger.

Section 3. Advisory Committees.

The Board or a committee of the Board may designate one or
more advisory committees to report to the Board or a committee of the Board.
Each such advisory committee shall consist of one or more individuals designated
by the Board or the committee of the Board which designated such advisory

committee. Such individuals are not required to be directors. The Board may
designate one or more individuals as alternate members of any

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advisory committee who may replace any absent or disqualified member of any
advisory committee at any meeting of such committee. Any absence of any member
of any advisory committee or vacancy on any advisory committee resulting from
death, resignation or any other event or circumstance, which is not filled by an
alternate member, shall be filled only by the Board or the committee of the
Board which designated such advisory committee. Individuals elected to fill such
vacancies shall hold office for the balance of the terms of the members whose
vacancies are so filled. Each advisory committee will report its actions in the
interim between meetings of the Board or the committee of the Board which
designated such advisory committee at the next meeting of the Board or the
committee of the Board which designated such advisory committee or as otherwise
directed by the Board or the committee of the Board which designated such
advisory committee. An advisory committee shall have none of the powers or
authority of the Board or any committee of the Board.

Section 4. Procedures.

Unless otherwise expressly authorized by the Board, in the
resolution or resolutions designating such committee or advisory committee, the
members of committees or advisory committees shall act only as a committee and
the individual members shall have no power as such. Any member of any committee
or advisory committee may be removed as such at any time as (but only as)
provided in the resolution or resolutions designating such committee or advisory
committee. The presence, at any meeting thereof, of a majority of the total
number of members which a committee or advisory committee would have if there
were no vacancies thereon shall be required in order to constitute a quorum for
the transaction of business at such meeting. The term of office of each member
of any committee or advisory committee shall commence at the time of his due
election and qualification and shall continue until his successor shall have
been duly elected or until his earlier death, resignation or removal. Except as
otherwise provided in this Article III or in the resolution or resolutions
designating such committee or advisory committee and except for the reference to
presiding at meetings of stockholders in Section 6(a) of Article II hereof,
Sections 4, 5, 6, 7 and 8 of Article II hereof shall apply to committees and
advisory committees and members thereof as if references therein to the Board
and directors were references to such committees and members, respectively.

ARTICLE IV - OFFICERS

Section 1. Officers.

The officers of the Corporation shall be a President, one or
more Vice Presidents (one or more of whom may be designated as an Executive Vice
President or a Senior Vice President), a Secretary and a Treasurer. The officers
shall be elected at any time and from time to time by the Board. The Board may
also elect or appoint, in accordance with Section 6 of this Article, such other
officers as it may at any time and from time to time determine. Any of such

offices may be held by the same person.

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<PAGE>

Section 2. President.

The President shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board, have general
supervision over and general charge for the business of the Corporation. The
President shall see that all orders of the Board are carried into effect. The
President shall, generally, perform such duties as may from time to time be
assigned to him by these By-Laws or by the Board and is authorized to enter into
contracts and execute and deliver instruments on behalf of the Corporation in
the ordinary course of its business without specific approval of the Board.

Section 3. Vice Presidents.

Each Vice President shall, subject to the control of the
Board, perform all duties as may from time to time be assigned to him by the
Board, the President or these By-Laws. In case of the absence of the President,
any Vice President designated by the Board shall perform the duties of the
President with all of the powers of, and subject to all of the restrictions
upon, the President.

Section 4. Treasurer.

The Treasurer shall, subject to the control of the Board, have
charge and custody of and be responsible for all of the funds and securities of
the Corporation, keep full and accurate accounts of assets, liabilities,
receipts, disbursements and other transactions of the Corporation in books
belonging to the Corporation, cause regular audits of such books to be made and
deposit all moneys and other valuable effects in the name of and to the credit
of the Corporation in such banks or other depositories as may be designated by
the Board. The Treasurer shall, subject to the control of the Board, disburse
the funds of the Corporation as ordered by the Board or the other officers of
the Corporation in accordance with these ByLaws, taking proper vouchers for such
disbursements, and shall render to the President and to the Board at its
meetings or whenever he or it may require a statement of all his transactions as
treasurer and an account of the financial condition of the Corporation. In
general, the Treasurer shall, subject to the control of the Board, perform all
of the duties incident to the office of treasurer and such other duties as may
from time to time be assigned to him by the Board, the President or these
By-Laws.

Section 5. Secretary.

The Secretary shall, subject to the control of the Board, act
as secretary of, and keep the minutes of, the proceedings of the Board and the
stockholders in books belonging to the Corporation, give or cause to be given
notice of all meetings of stockholders and directors as required by these
By-Laws, be custodian of the seal of the Corporation, affix the seal, or cause

it to be affixed, to all certificates for shares of capital stock of the
Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall have been specifically or generally authorized
by the Board, have charge of the stock records of the Corporation and of the
other books, records and papers of the

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<PAGE>

Corporation relating to its organization as a corporation and see that the
reports, statements and other documents required by law relating to the
maintenance of the existence, qualifications and franchises of the Corporation
as a corporation are properly kept or filed. The Secretary shall, subject to the
control of the Board, generally perform all of the duties incident to the office
of secretary and such other duties as may from time to time be assigned to him
by the Board, the President or these By-Laws.

Section 6. Additional Officers.

The Board may from time to time elect or appoint such other
officers (including, without limitation, assistant officers), employees, agents,
consultants, representatives and advisors of the Corporation as the Board may
deem proper, each of whom shall hold office for such period, have such authority
and perform such duties as the Board or the President pursuant to authority
delegated to him by the Board may from time to time determine.

Section 7. Removal.

Any officer, employee, agent, consultant, representative or
advisor of the Corporation may be removed at any time by the Board or by the
President pursuant to authority delegated to him by the Board, except that an
officer of the Corporation may be removed or replaced, directly or indirectly
(including, without limitation, removal or replacement effected by reason of
election and qualification of a successor, demotion, relocation, failure to
re-elect or diminution in duties or compensation), pursuant to (but only
pursuant to) a resolution or resolutions adopted by the affirmative vote of a
majority of the Whole Board (excluding, if such officer is also a director, such
director).

Section 8. Resignations.

Any officer may resign from his office at any time by giving
written notice of his resignation to the Board, the President or the Secretary.
The resignation of any officer shall take effect at the time of receipt of such
notice by the Board, the President or the Secretary, as the case may be, or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. No
such resignation shall affect any rights which the Corporation may have under
any agreement with such officer.

Section 9. Giving of Bond by Officers.

All officers of the Corporation, if required to do so by the

Board, shall furnish bonds to the Corporation for the faithful performance of
their duties subject to such penalties and with such conditions and security as
the Board may from time to time require. All expenses of any such bond shall be
paid by the Corporation.

Section 10. Compensation of Officers.

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<PAGE>

Compensation of officers of the Corporation may be fixed from
time to time by the Board or, in the case of officers other than the President,
by the President pursuant to authority delegated to him by the Board.

Section 11. Term of Office.

Subject to Section 7 of this Article IV, the term of office of
each officer shall commence at the time of his election and qualification and
shall continue until his successor shall have been duly elected and qualified or
his earlier death, resignation or removal.

Section 12. Voting Stock Held by Corporation.

Except as otherwise determined from time to time by the Board,
the President shall have full power and authority in the name and on behalf of
the Corporation to attend, act and vote at any meeting of stockholders, partners
or owners of any corporation, partnership or other entity in which the
Corporation may hold stock, a partnership interest or another ownership interest
and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such stock or interest which, as the owner
thereof, the Corporation might have possessed and exercised. The Board may from
time to time confer like powers upon any other person or persons and the
President may delegate his powers hereunder to any other officer of the
Corporation.

ARTICLE V - INDEMNIFICATION

Section 1. Indemnification.

(a) Each person who is or was made a party or is threatened to
be made a party to, or is or was involved in, any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding"), by
reason of the fact that he, or a person of whom he is the legal representative,
is or was a director, officer, employee or, pursuant to a resolution or
resolutions adopted by the affirmative vote of a majority of the Board, agent of
the Corporation or a subsidiary of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, member, employee,
agent or trustee of another corporation (other than a subsidiary of the
Corporation) or of a partnership, joint venture, trust or other enterprise,
including an employee benefit plan, whether the basis of such proceeding is
alleged action in an official capacity as an officer or director or in any other
capacity while so serving, shall be indemnified by the Corporation for and held

harmless by the Corporation from and against, to the fullest extent authorized
by the Law, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader or greater rights to indemnification than the Law
prior to such amendment permitted the Corporation to provide), all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, excise
taxes, penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that except as provided herein with respect to proceedings seeking to enforce
rights to indemnification, the

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<PAGE>

Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board. Such right to
indemnification shall continue as to a person who has ceased to be such an
officer, director, partner, member, employee, agent or trustee and shall inure
to the benefit of his or her heirs, executors and administrators. Such right to
indemnification shall be a contract right and shall include the right of a
director, officer, partner, member, employee, agent or trustee to be paid the
expenses (including costs and attorneys' fees and disbursements) incurred in
defending a proceeding in advance of its final disposition to the fullest extent
authorized by the Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader or greater rights to indemnification than the
Law prior to such amendment permitted the Corporation to provide); provided,
however, that, if the Law requires, the payment of such expenses incurred by a
director or officer of the Corporation in his capacity as a director or officer
of the Corporation (and not in any other capacity in which service was or is
rendered by such person while a director or officer of the Corporation,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article or
otherwise. Such right to indemnification and to the payment of expenses may be
granted to any other employee or agent of the Corporation or its subsidiaries
if, and to the extent, authorized by the Board.

(b) If a claim under this Article is not paid in full by the
Corporation within thirty (30) days after a written demand therefor has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such suit. It shall be a defense to any such suit
(other than a suit brought to enforce a claim for expenses incurred in defending
a proceeding in advance of its final disposition where the required undertaking,

if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including the Board, independent legal counsel to the Corporation
or the stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Law nor an actual determination by the Corporation (including the Board,
independent legal counsel to the Corporation or the stockholders) that the
claimant has not met such applicable standard of conduct shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

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<PAGE>

Section 2. Indemnification Not Exclusive.

The indemnification of or the payment of expenses for any
person under this Article, or the right of any person to indemnification or
payment of expenses under this Article, shall not limit or restrict in any way
the power of the Corporation to indemnify or pay expenses for such person in any
other manner permitted by law or be deemed exclusive of, or invalidate, any
other right which such person may have or acquire under any law, agreement, vote
of stockholders or disinterested directors, or otherwise. The Corporation has
the right to enter into indemnification contracts or otherwise arrange for
indemnification of persons under this Article that may be broader than the
indemnifications provided for herein.

Section 3. Successors.

The right of any person to indemnification and payment of
expenses under this Article shall continue as to a person after such person
shall have ceased to be such an officer, director, partner, member, employee,
agent or trustee, shall inure to the benefit of the heirs, distributees,
executors, administrators and other legal representatives of such person, shall
survive and not be adversely affected by any modification or repeal of this
Article with respect to any claim or proceeding which arose or transaction,
matter, event or condition which occurred or existed before such modification or
repeal and shall be binding upon all successors of the Corporation.

Section 4. Insurance.

The Corporation may purchase and maintain insurance on behalf
of any person who is or was such an officer, director, partner, member,
employee, agent or trustee against any expense, liability or loss asserted
against such person as such an officer, director, partner, member, employee,
agent or trustee or arising out of such person's status as such an officer,
director, partner, member, employee, agent or trustee, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the provisions of this Article or applicable law.

Section 5. Definition of Certain Terms.

(a) For purposes of this Article, references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, fiduciary, employee or agent
of the Corporation which imposes duties on, or involves services by, such
director, officer, fiduciary, employee or agent with respect to an employee
benefit plan, its participants or its beneficiaries.

(b) For the purposes of this Article and the Law, a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the

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<PAGE>

participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interest of the Corporation."

ARTICLE VI - CONTRACTS; BANK ACCOUNTS

Section 1. Execution of Contracts.

Except as provided otherwise in these By-Laws, the Board may
from time to time authorize any officer, employee, agent or representative of
the Corporation, in the name and on behalf of the Corporation, to enter into any
contract or execute and deliver any instrument. Such authorization may be
general or confined to specific instances. Unless so authorized by the Board or
these By-Laws, no officer, employee, agent or representative shall have any
power or authority to bind the Corporation by any contract or engagement, to
pledge its credit or to render it pecuniarily liable for any purpose or to any
amount.

Section 2. Checks; Drafts; Notes.

All checks, drafts and other orders for the payment of moneys
out of the funds of the Corporation and all notes or other evidences of
indebtedness of the Corporation shall be signed in the name and on behalf of the
Corporation in the manner authorized from time to time by the Board.

Section 3. Deposits.

All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in the banks, trust
companies or other depositories selected from time to time by the Board or by an
officer, employee, agent or representative of the Corporation to whom such
authority may from time to time be delegated by the Board. For the purpose of
making such a deposit, any officer, employee, agent or representative to whom
authority to make such a deposit is delegated by the Board may endorse, assign
and deliver checks, drafts and other orders for the payment of moneys which are
payable to the order of the Corporation.

ARTICLE VII - SHARES; DIVIDENDS

Section 1. Certificates.

Every holder of record of a share or shares of capital stock
of the Corporation then outstanding shall be entitled to a duly signed
certificate in proper form certifying that he is the record holder of such share
or shares. Certificates for shares of capital stock and other securities of the
Corporation shall be issued in such forms as the Board may prescribe. Such
certificates shall be signed by the Chairman of the Board, the President or a
Vice President and by the Secretary or the Treasurer. The seal of the
Corporation or a facsimile thereof shall be affixed on such certificates, and
such certificates shall be countersigned and

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<PAGE>

registered in such manner, if any, as the Board may prescribe. The signatures of
the officers upon such certificates may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon any certificate shall have ceased to be such an officer, transfer
agent or registrar before such certificate is issued, such certificate may be
issued with the same effect as if he were such officer, transfer agent or
registrar on the date of issuance of such certificate.

Section 2. Transfers.

Transfers of shares of capital stock of the Corporation shall
be made on the records of the Corporation only upon authorization by the record
holder of such shares, in person or by his duly authorized attorney or legal
representative, upon surrender and cancellation of certificates therefor duly
endorsed or accompanied by duly executed stock powers (with such proof of
authenticity of signature as the Corporation or its agent may require) for a
like number of shares, upon payment of all taxes thereon and upon compliance
with any restrictions on transfer thereof. The person in whose name shares of
capital stock of the Corporation stand on the records of the Corporation shall
be deemed the owner of such shares for all purposes as regards the Corporation.
The Board may make such additional rules and regulations and take such action as
it may deem expedient, not inconsistent with the Certificate of Incorporation
and these By-Laws, concerning the issue, transfer and registration of
certificates or the issue of certificates in lieu of certificates claimed to
have been lost, destroyed, stolen or mutilated.

Notwithstanding the preceding paragraph of this Section, for a
period of 180 days from the date of a final prospectus included or incorporated
by reference in a registration statement filed by the Corporation with the
United States Securities and Exchange Commission relating to a firm commitment
underwritten initial public offering of the Corporation's common stock (the
"Restriction Period"), no shares of the Corporation's common stock held
immediately prior to the date of such final prospectus may be, directly or
indirectly, offered for sale, sold or otherwise disposed of without the prior
written consent of the Board of Directors of the Corporation, whose consent may
be withheld for any reason. A legend to such effect shall be

placed on certificates representing the Corporation's common stock during such
Restriction Period. Upon the conclusion of the Restriction Period, this
paragraph shall automatically be deemed deleted from these By-Laws.

Section 3. Lost or Destroyed Certificates.

The Corporation may issue a new certificate for shares of
capital stock of the Corporation in order to replace any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Corporation
may require the holder of the lost, stolen or destroyed certificate, or his
legal representative, to give to the Corporation a bond or other security to
indemnify it against all losses, liabilities and expenses (including attorney's
fees and expenses) incurred in connection with investigating, defending and
settling any claim that may be made against it on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.

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<PAGE>

Section 4. Fractions of a Share.

The Corporation shall have the authority to issue (but shall
not be obligated, under these By-Laws, to issue) fractions of a share of any
class or series of capital stock of the Corporation. In lieu of issuing a
fraction of a share of any class or series of capital stock of the Corporation,
the Corporation may (i) make such payments as may be determined using such
equitable method as the officer of the Corporation may select and/or (ii) issue
that number of whole shares of such class or series of capital stock of the
Corporation as may be determined using such equitable method for rounding
fractions to integers as the officers of the Corporation may select, as the
Board may determine or the Certificate of Incorporation may require.

Section 5. Dividends.

Subject to the provisions of the Certificate of Incorporation
and to the extent permitted by the Law, the Board may declare dividends on
shares of any class or series of capital stock of the Corporation at such times
and in such amounts as, in its opinion, the conditions of the business of the
Corporation render advisable. Before payment of any dividend or making any
distribution of profits, the Board may set aside out of the surplus or net
profits of the Corporation such sum or sums as the Board may from time to time,
in its absolute discretion, deem proper as a reserve fund to meet contingencies
or for equalizing dividends, for repairing or maintaining any property of the
Corporation or for such other purposes as the Board may from time to time deem
to be in the best interests of the Corporation.

ARTICLE VIII - CORPORATE SEAL

The Board may adopt a corporate seal of the Corporation which
shall be in such form as the Board may from time to time determine. When
authorized by these By-Laws or by the Board, a facsimile of the corporate seal

may be affixed in lieu of the corporate seal.

ARTICLE IX - FISCAL YEAR

The fiscal year of the Corporation shall be fixed from
time to time by the Board.

ARTICLE X - AMENDMENTS

These By-Laws, in whole or in part, may be amended or repealed
and new By-Laws, in whole or in part, may be adopted as (but only as) provided
in the Certificate of Incorporation.

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<PAGE>

SCHICK TECHNOLOGIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
Common Stock, Par Value $.01

This Certifies that ______________________________________ is the owner of
______________________________________fully paid and non-assessable Shares of
the above Corporation transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation.

Dated ________________________

<PAGE>

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations. Additional abbreviations may also
be used though not in the list.

TEN COM --as tenants in common UNIF GIFT MIN ACT____Custodian___(Minor)
TEN ENT --as tenants by the under Uniform Gifts to Minors
entireties Act___(State)
JT TEN --as joint tenants with
right of survivorship
and not as tenants in common

Please insert social security
or other identifying number of
assignee
For value received, the undersigned -----------------------------
hereby sells, assigns and transfers unto | |
- ----------------------------------------------- ----------------------------
Please print or typewrite name and address
of assignee

________________________________________________________________________________

__________________________________________________________________________Shares
represented by the within Certificate, and hereby irrevocably constitutes and
appoints______________________________________Attorney to transfer the said
shares on the books of the within-named Corporation with full power of
substitution in the premises.

Dated,__________________
In presence of _____________________________________________
________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement, or any changes whatever.

<PAGE>

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF ARE "RESTRICTED" SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR
SOLD EXCEPT AS APPROVED BY THE COMPANY'S BOARD OF DIRECTORS AND, IN THE OPINION
OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY, PURSUANT TO AN EXEMPTION FROM OR
IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE ACT, AND IN EACH CASE
IN ACCORDANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS.

Certificate No.:____________________ Number of Warrants: ______________

WARRANT CERTIFICATE TO PURCHASE SHARES OF COMMON STOCK
OF
SCHICK TECHNOLOGIES, INC.
Incorporated Under the Laws of the State of Delaware

THIS CERTIFIES THAT, FOR VALUE RECEIVED,

______________________
(NAME)

or registered assigns (the "Registered Holder") is the owner of the number of
Warrants specified above (the "Warrants").

1. Each Warrant entitles the Registered Holder to purchase,
subject to the terms and conditions set forth in this Certificate, one fully
paid and nonassessable share (a "Warrant Share") of Common Stock, $.01 par value
(the "Common Stock"), of Schick Technologies, Inc., a Delaware corporation (the
"Company"), at any time until the earlier of (a) 5:00 p.m., New York City time,
on May 3, 1999 or (b) the merger or consolidation of the Company or the
acquisition of all or substantially all of the Company's assets provided that
the Company has complied with the provisions of Paragraph 7 hereof, upon the
presentation and surrender of this Warrant Certificate with the Subscription
Form attached hereto

<PAGE>

duly executed, at the principal office of the Company, currently located at
31-00 47th Avenue, Long Island City, New York 11101, accompanied by payment of $
__________ per Warrant (the "Warrant Price"). The Warrant Price shall be paid in
(i) cash, bank check or certified check, (ii) in whole shares of Common Stock
owned by the Registered Holder prior to the exercise of the Warrants or (iii) a
combination of cash and whole shares of Common Stock. The value of any share of
Common Stock delivered in payment of the Warrant Price shall be the "fair market
value of one share of Common Stock" (as defined in Section 3 below) on the date
the Subscription Form attached hereto is surrendered.

2. Each Warrant represented hereby is exercisable at the
option of the Registered Holder, but no fractional shares will be issued. In the
case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate(s) for the balance of such
Warrants.

3. In lieu of exercising this Warrant, the Registered Holder
may elect to receive shares of Common Stock equal to the value of this Warrant
(or the portion hereof as to which such election is made) by surrender of this
Warrant at the principal office of the Company together with the Notice of
Election attached hereto duly executed, in which event the Company shall issue
to the Registered Holder that number of shares of Common Stock calculated by
multiplying the number of shares of Common Stock purchasable under this Warrant
(or the portion hereof as to which such election is made) by the difference
between the fair market value of one share of Common Stock as of the date such
Notice of Election is received by the Company (the "Determination Date") and the
Warrant Price (as adjusted pursuant to Sections 5.1 through 5.5 hereof as of the
Determinate Date) and then dividing such product by the fair market value of one
share of Common Stock as of the Determination Date. The "fair market value of
one share of Common Stock" means: (A) if such election is made in connection
with the sale of Warrant Shares as part of a firm commitment underwritten public
offering (a "Public Offering") for which a registration statement has been
declared effective by the Securities and Exchange Commission, the initial "Price
to the Public" specified in the final prospectus included or incorporated by
reference in such registration statement; or (B) if such election is not made in
connection with a Public Offering, (i) if the Common Stock is listed on a
national securities exchange or the Nasdaq National Market, the average of the
publicly reported closing sales prices for the 5- trading day period ending on
the Determination Date; (ii) if not so listed but traded on the Nasdaq Small Cap
Market, the Nasdaq OTC Bulletin Board or otherwise in over-the-counter market,
the average of the closing bid prices over the 30-day period ending on the
Determination Date; or (iii) if none of the prior clauses of this sentence is
applicable, the fair value of a share of Common Stock as determined in good
faith by the Board of Directors of the Company.

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<PAGE>

4. Prior to the exercise of any Warrant represented hereby,
the Registered Holder shall not be entitled to any rights of a stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and, except as set forth in Section 7, shall
not be entitled to receive any notice of any proceedings of the Company.

5.1 If the Company at any time prior to the expiration or
exercise of this Warrant shall pay a dividend payable in shares of Common Stock
or otherwise effect a "stock split" with respect to the outstanding shares of
Common Stock, then the Warrant Price shall be appropriately decreased, and the
number of Warrant Shares purchasable upon exercise hereof shall be appropriately
increased, in proportion thereto.

5.2 If the Company at any time prior to the expiration or
exercise of this Warrant shall distribute to the holders of outstanding shares
of Common Stock securities or rights convertible into or exercisable or
exchangeable for, or entitling the holder thereof to receive directly or
indirectly, shares of Common Stock (hereinafter referred to as "Common Stock
Equivalents") without payment of any consideration by such holder for such
Common Stock Equivalents or the shares of Common Stock issuable upon conversion,
exchange or exercise of the Common Stock Equivalents, then, as of the date of
such distribution, the Warrant Price shall be appropriately decreased, and the
number of Warrant Shares shall be appropriately increased, in proportion
thereto.

5.3 If the Company at any time prior to the expiration or
exercise of this Warrant shall combine or otherwise effect a "reverse stock
split" with respect to the outstanding shares of Common Stock, the Warrant Price
shall be appropriately increased, and the number of Warrant Shares purchasable
upon exercise hereof shall be appropriately decreased, in proportion thereto.

5.4 If the Company at any time prior to the expiration or
exercise of this Warrant shall effect a recapitalization (other than a
transaction described in Section 5.1, 5.2 or 5.3 hereof), provision shall be
made so that the Registered Holder shall thereafter be entitled to receive, upon
exercise of this Warrant, the amount and kind of cash, securities and other
property which a holder of the Warrant Shares would have received if the Warrant
Shares had been outstanding at the time of such recapitalization.

5.5 In any case described in Section 5.1 through 5.7 hereof,
appropriate adjustment shall be made in the application of the provisions of
Sections 5.1 through 5.7 hereof with respect to the rights of the Registered
Holder of this Warrant thereafter to the end that the provisions of such
Sections (including adjustment of the Warrant Price then in effect and the
number of Warrant Shares purchasable upon exercise of this Warrant) shall be
applicable thereafter as nearly equivalent as may be practicable as such
provisions were there before.

- 3 -

<PAGE>

5.6 If the Company shall distribute to holders of outstanding
shares of Common Stock securities of other persons or entities, evidences of
indebtedness issued by the Company or other persons or entities, assets
(excluding cash dividends) or equity securities of the Company not referred to
in Section 5.1, 5.2, 5.3 or 5.4 hereof, then provision shall be made so that the
Registered Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the amount and kind of securities, evidences of indebtedness and assets
which a Holder of the Warrant Shares would have received if the Warrant Shares
had been outstanding at the time of such distribution.

5.7 The Company shall give the Registered Holder at least ten
(10) days prior written notice of the record date for any transaction described
in Section 5.1 through 5.6 hereof. For purposes of such Sections, references to
exercise of this Warrant include an election pursuant to Section 3 hereof. In
the case of each adjustment or readjustment pursuant to Section 5.1 through 5.6,
the Company will promptly compute such adjustment or readjustment in accordance
with the terms hereof and cause a certificate setting forth such adjustment or
readjustment, and showing in detail the facts upon which such adjustment or
readjustment is based, to be delivered to the Registered Holder. The Company
will, upon the written request at any time of the Registered Holder, furnish or
cause to be furnished to such holder a certificate setting forth:

(1) such adjustments and readjustments;

(2) the Warrant Price at the time in effect; and

(3) the number of Warrant Shares receivable
upon the exercise of this Warrant.

6. Upon receipt by the Company of evidence satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any
Warrant Certificate and (in the case of loss, theft or destruction) of indemnity
satisfactory to the Company or (in the case of mutilation) upon surrender and
cancellation thereof, the Company shall execute and deliver a new Warrant
Certificate representing an equal aggregate number of Warrants. Persons or
entities requesting a substitute Warrant Certificate shall also comply with such
other reasonable regulations and pay such reasonable charges as the Company may
prescribe.

7. If at any time prior to May 3, 1999 there shall be a merger
or consolidation of the Company with another company, or a sale of all or
substantially all of its assets to another company, then the Company shall give
the Registered Holder at least twenty (20) days prior written notice of the date
on which such merger, consolidation or sale shall take place.

- 4 -

<PAGE>

8. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.

9. For a period of 180 days from the date of a final
prospectus included or incorporated by reference in a registration statement
filed by the Company with the Securities and Exchange Commission relating to a
firm commitment underwritten initial public offering of Common Stock (the
"Restriction Period"), no Warrant Shares may be, directly or indirectly, offered
for sale, sold or otherwise disposed of without the prior written consent of the
Board of Directors of the Company, whose consent may be withheld for any reason.

IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, manually or in facsimile, by its duly
authorized officers.

Dated: Long Island City, New York
_____________, 1997

SCHICK TECHNOLOGIES, INC.

By:_____________________________________
President and Chief Executive Officer

By:_____________________________________
Secretary

- 5 -

<PAGE>

SUBSCRIPTION FORM

To Be Executed By The Registered Holder In Order To Exercise Warrant

The undersigned Registered Holder hereby irrevocably elects to
exercise the right represented by this Warrant Certificate to purchase ______
shares of Common Stock issuable upon the exercise of such Warrants and herewith
tenders in payment for such securities $______. The undersigned requests that
certificates for such Common Stock shall be issued in the name(s) of___________
whose address is __________________________________________________.

Dated: _____________________ Signature__________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the

Warrant Certificate)

__________________________________
(Insert Social Security or Other
Identifying Number of Holder)

- 6 -

<PAGE>

NOTICE OF ELECTION TO PURCHASE PURSUANT TO SECTION 3

The undersigned Registered Holder hereby irrevocably elects to
exercise the right represented by the attached Warrant Certificate to purchase
_____________shares of Common Stock in accordance with the terms of Section 3 of
the attached Warrant Certificate. The undersigned requests that a certificate
for such Common Stock be registered in the name of_____________________________
_________________whose address is_______________________________________.

Dated:_____________________ Signature ___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant Certificate)

__________________________________
(Insert Social Security or Other
Identifying Number of Holder)

- 7 -

<PAGE>

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of May 15, 1997 (the "Agreement")
among Schick Technologies, Inc., a New York corporation (the "Corporation"),
Schick Technologies, Inc., a Delaware corporation ("Schick Delaware"), and STI
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Schick Delaware ("STI" and, together with the Corporation, the "Constituent
Corporations").

WITNESSETH:

WHEREAS, the Boards of Directors of the Corporation, Schick Delaware
and STI desire that STI merge into the Corporation pursuant to the terms and
conditions of this Agreement and in accordance with Section 252 of the General
Corporation Law of the State of Delaware ("DGCL") and Section 907 of the New
York Business Corporation Law (the "NYBCL"), and have adopted and approved this
Agreement in accordance with Section 902 of the NYBCL and Section 252 of the
DGCL, respectively;

WHEREAS, Schick Delaware, as the sole stockholder of STI, has adopted
and approved this Agreement in accordance with Section 252 of the DGCL;

WHEREAS, the Corporation intends to solicit, at its 1997 annual meeting
of shareholders (the "Annual Meeting"), the approval of this Agreement by the
holders of the Corporation Common Stock (as defined below) entitled to vote
thereon in accordance with Sections 903 and 907 of the NYBCL;

NOW, THEREFORE, in consideration of the premises and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE 1

THE MERGER

Section 1.1. The Merger. STI shall merge into the Corporation (the
"Merger"). The Corporation shall be the surviving corporation (the "Surviving
Corporation") in the Merger and, at the Effective Time (as defined below), the
separate existence of STI shall cease. The corporate existence of the
Corporation, with its purposes, powers and objects, shall continue unaffected
and unimpaired by the Merger and, as the surviving corporation, (i) it shall
possess all the rights, privileges, immunities, powers and purposes of each of
the Constituent Corporations, (ii) all property, real and personal, causes of
action and every other asset of each of the Constituent Corporations shall vest
in the Corporation and (iii) it shall assume and be liable for all the
liabilities, obligations and penalties of each of the Constituent Corporations
as and to the extent provided in Section 259 of the DGCL and Section 906 of the
NYBCL.

<PAGE>

Section 1.2. The Effective Time. The Merger shall become effective
(the "Effective Time") upon the filing of (i) a certificate of merger executed
by the Corporation with the Secretary of State of the State of Delaware pursuant
to Section 253 of the DGCL and (ii) a certificate of merger executed by the
Constituent Corporations with the Secretary of State of the State of New York
pursuant to Sections 904 and 907 of the NYBCL.

Section 1.3. Certificate of Incorporation. The Certificate of
Incorporation of the Corporation as of the Effective Time shall be the
Certificate of Incorporation of the Surviving Corporation after the Effective
Time until duly amended.

Section 1.4. By-Laws. The By-Laws of the Corporation as of the
Effective Time shall be the By-Laws of the Surviving Corporation after the
Effective Time until duly amended.

Section 1.5. Officers and Directors. At the Effective Time, the
directors and officers of the Corporation immediately prior to the Effective
Time shall be and constitute the directors and officers of the Surviving
Corporation immediately after the Effective Time, to serve in accordance with
the Certificate of Incorporation and By-Laws of the Surviving Corporation and
the NYBCL all as then in effect.

Section 1.6. Required Approvals. This Agreement is subject to
approval by the holders of two-thirds of all of the outstanding shares of Common
Stock, par value $0.01 per share, of the Corporation ("the Corporation Common
Stock") entitled to vote thereon at the Annual Meeting, in accordance with
Sections 903 and 907 of NYBCL (the "Corporation Shareholder Approval"). As of
May 1, 1997, 2,841,866 shares of the Corporation Common Stock were outstanding.
This Agreement has been adopted and approved by Schick Delaware, the sole
stockholder of STI, in accordance with Section 252 of the DGCL. As of May 1,
1997, 100 shares of common stock, par value $.01 per share, of STI (the "STI
Common Stock") were outstanding.

ARTICLE II

CONVERSION OF SHARES

Section 2.1 Effect of the Merger on Capital Stock. At the Effective
Time, by virtue of the Merger and without any action on the part of the
Constituent Corporations or the holders of any capital stock thereof:

(a) The Corporation Common Stock. Subject to Section 2.1(b), each
share of the Corporation Common Stock outstanding at the Effective Time shall,
subject to the terms and conditions of this Agreement, at the Effective Time, be
converted into the right to receive 2.8 shares of common stock, par value $0.01
per share, of Schick Delaware (the "Schick Delaware Common Stock"), except that
shares of the Corporation Common Stock held in the Corporation's treasury at the
Effective Time (if any) shall, by virtue of the Merger and without any action on
the part of the Corporation, Schick Delaware or STI, be canceled and no cash,
securities or other property shall be issued in the Merger in respect thereof.

-2-

<PAGE>
(b) Surrender and Exchange of the Corporation Common Stock; No
Fractional Shares. Subject to the provisions of Section 2.1(a), after the
Effective Time each holder of an outstanding certificate or certificates (the
"Old Certificates") which represented shares of Corporation Common Stock prior
to the Effective Time, upon surrender thereof to The American Stock Transfer &
Trust Company, the transfer agent for Corporation Common Stock and Schick
Delaware Common Stock (the "Exchange Agent"), shall be entitled to receive in
exchange therefor a certificate or certificates (the "New Certificates"), which
Schick Delaware agrees to make available to the Exchange Agent as soon as
practicable (but no more than ten (10) days) after the Effective Time,
representing the aggregate number of shares, rounded up to the nearest whole
share, of Schick Delaware Common Stock into and for which the shares of
Corporation Common Stock theretofore represented by such surrendered Old
Certificates have been converted pursuant to Section 2.1(a). No fractional
shares, and no certificates or scrip for fractional shares, of Schick Delaware
Common Stock will be issued, no cash, securities, rights or other properties
will be issued in respect of any fractional share of Corporation Common Stock or
Schick Delaware Common Stock arising out of such conversion or exchange and no
owner thereof shall be entitled to receive any dividends or distributions, to
vote or to any other rights as a stockholder in respect thereof. Until
surrendered and exchanged, each Old Certificate shall after the Effective Time
be deemed for all purposes to represent only the right to receive a New
Certificate representing the number of shares of Schick Delaware Common Stock,
rounded up to the nearest whole share, into and for which the shares of
Corporation Common Stock theretofore represented by such Old Certificate shall
have been converted pursuant to Section 2.1(a) and this Section 2.1(b).

Section 2.2 Corporation Common Stock Transfers. As of the Effective
Time, no transfer of shares of Corporation Common Stock outstanding prior to the
Effective Time shall be made on the stock transfer books of the Corporation. If,
after the Effective Time, Old Certificates are presented to Schick Delaware or
the Corporation for any purpose, they shall be exchanged pursuant to Section
2.1.

Section 2.3 Corporation Stock Options. Pursuant to Section 10 of the
Corporation's 1996 Employee Stock Option Plan (the "Plan"), the Plan is, as of
the Effective Time, hereby amended so that, at the Effective Time, (I) all
options to be granted under the Plan shall be granted only for the purchase of
shares of Schick Delaware Common Stock, (II) all Options (as defined in the
Plan) which are outstanding and not exercised immediately prior to the Effective
Time are automatically amended to purchase 2.8 shares of Schick Delaware Common
Stock for each share of Corporation Common Stock previously purchasable
thereunder (rounded up to the nearest whole share on the same basis as provided
in Section 2.1(b)), with the exercise price of each such outstanding but
unexercised option being accordingly reduced in similar proportion, and (III)
the number of shares of Schick Delaware Common Stock reserved for issuance under
the Plan is increased to 470,400. Schick Delaware hereby agrees, effective as of
the Effective Time, to assume the duties and obligations of Plan and to reserve
for issuance, at the Effective Time, an appropriate amount of shares of Schick
Delaware Common Stock to satisfy its obligations under the Plan. The Corporation
and Schick Delaware are authorized to make any amendments to all documents
relating to the Plan and any options granted or to be

-3-

<PAGE>

granted thereunder that are necessary to give effect to the transactions
contemplated by this Section 2.3.

Section 2.4 Corporation Warrants. All warrants issued by the
Corporation (the "Corporation Warrants") which are outstanding and not exercised
immediately prior to the Effective Time shall be converted into the right to
receive warrants to purchase 2.8 shares of Schick Delaware Common Stock for
each share of Corporation Common Stock previously purchasable thereunder
(rounded up to the nearest whole share on the same basis as provided in Section
2.1(b)), with the exercise price of such outstanding but unexercised warrant
being accordingly reduced in similar proportion (the "Schick Delaware
Warrants"). After the Effective Time each holder of an outstanding certificate
or certificates (the "Old Warrants") which represented the Corporation Warrants
prior to the Effective Time, upon surrender thereof to the Exchange Agent, shall
be entitled to receive in exchange therefor a certificate or certificates (the
"New Warrants"), which Schick Delaware agrees to make available to the
Exchange Agent as soon as practicable (but no more than ten (10) days) after
the Effective Time, representing the aggregate number of Schick Delaware
Warrants into and for which the Corporation Warrants theretofore represented by
such surrendered Old Warrants have been converted pursuant to this Section 2.4.
Until surrendered and exchanged, each Old Warrant shall after the Effective Time
be deemed for all purposes to represent only the right to receive a New Warrant
representing the number of Schick Delaware Warrants into and for which the
Corporation Warrants theretofore represented by such Old Warrant shall have been
converted pursuant to this Section 2.4.

Section 2.5 Capital Stock of Schick Delaware. All shares of STI
Common Stock outstanding at the Effective Time, by virtue of the Merger and
without any action on the part of STI, Schick Delaware or the Corporation, shall
at the Effective Time be converted into 100 shares of Corporation Common Dtock,
except that shares of capital stock of STI held in its treasury shall be
canceled.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1. Representations and Warranties. STI and the Corporation
hereby represent and warrant to each other that it: (i) is a corporation duly
organized and in good standing in its jurisdiction of incorporation; (ii) has
obtained the approval of its board of directors to effect the Merger; and (iii)
has full corporate power and authority to execute, deliver and perform this
Agreement. Schick Delaware, as sole stockholder of STI, hereby represents and
warrants that: (i) it has approved this Agreement in accordance with the DGCL;
(ii) it is a corporation duly organized and in good standing in the State of
Delaware; and (iii) it has full corporate power and authority to execute,
deliver and perform this Agreement.

4
<PAGE>

ARTICLE IV

CLOSING CONDITIONS; THE CLOSING

Section 4.1. Closing Conditions. The consummation of the Merger and the
other transactions provided herein is conditioned upon the satisfaction of the
following conditions: (i) the Corporation Shareholder Approval shall have been
obtained; (ii) the consent of the commissioner of taxation and finance pursuant
to Section 907(f) of the NYBCL shall have been obtained; and (iii) there shall
not be any pending or threatened litigation, action or proceeding concerning the
Merger or any other transaction contemplated by this Agreement that, in the
judgment of the Board of Directors of the Corporation, would materially
adversely affect any Constituent Corporation or any right of their respective
equity holders. The parties shall use their commercially reasonable best efforts
to satisfy such conditions. The closing under this Agreement shall occur on a
date not more than ten business days following the satisfaction of such
conditions at a place mutually agreed by the parties.

ARTICLE V

TERMINATION OR ABANDONMENT OF MERGER

Section 5.1. Termination. This Agreement may be terminated and the
Merger abandoned at any time prior to the Effective Time by the Board of
Directors of the Corporation, if the Board of Directors of the Corporation shall
determine for any reason that the consummation of the transactions contemplated
hereby would be inadvisable or not in the best interests of the Corporation or
its shareholders.

ARTICLE VI

AMENDMENTS

Section 6.1. Amendments. At any time prior to the Effective Time, the
parties hereto may by written agreement amend, modify or supplement any
provision of this Agreement, provided that no such amendment, modification or
supplement may be made after the Corporation Shareholder Approval shall have
been obtained unless, in the sole judgment of the Board of Directors of the
Corporation, it would not adversely affect the rights and interests of the
Corporation's shareholders in any material respect.

ARTICLE VII

ACCOMPLISHMENT OF MERGER

Section 7.1. Further Assurances. The parties hereto each agree to
execute such documents and instruments and to take whatever action may be
necessary or desirable to consummate the Merger.

-5-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be executed as of the day and date first above written.

SCHICK TECHNOLOGIES, INC.,
a New York corporation

/s/ David B. Schick
----------------------------------
Name: David B. Schick
Title: President

STI ACQUISITION CORP.,
a Delaware corporation

/s/ David B. Schick
----------------------------------
Name: David B. Schick
Title: President

SCHICK TECHNOLOGIES, INC.,
a Delaware corporation

/s/ David B. Schick
----------------------------------
Name: David B. Schick
Title: President

The undersigned hereby certifies that the sole shareholder of STI
Acquisition Corp. has voted for the adoption of this Agreement.

STI ACQUISITION CORP.

/s/ Zvi N. Raskin
----------------------------------
Zvi N. Raskin
Secretary

- 6 -

<PAGE>

[LETTERHEAD OF KELLEY DRYE & WARREN LLP]

June 5, 1997

Schick Technologies, Inc.
31-00 47th Avenue
Long Island City, New York 11101

Ladies and Gentlemen:

We have acted as special counsel to Schick Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the proposed public
offering of shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), including shares of Common Stock subject to an over-allotment
option granted to the several underwriters of such public offering
(collectively, the "Shares"), as described in the Registration Statement on Form
S-1 filed by the Company with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), to which this opinion
constitutes an exhibit (the "Registration Statement"). As such counsel, you have
requested our opinion as to the matters described herein relating to the Shares.

We have examined the Company's Certificate of Incorporation and By-Laws,
in each case as amended and restated through the date hereof; minutes of the
Company's corporate proceedings through the date hereof, as made available to
us by officers of the Company; an executed copy of the Registration Statement
and all exhibits thereto in the form filed with the Securities and Exchange
Commission; and such matters of law deemed necessary by us in order to deliver
the opinion set forth herein. In the course of our examination, we have assumed
the genuineness of all signatures, the authority of all signatories to sign on
behalf of their principals, if any, the authenticity of all documents submitted
to us as original documents and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to certain
factual matters, we have relied upon information furnished to us by officers of
the Company.

Based on the foregoing and solely in reliance thereon, it is our opinion
that the Shares are duly authorized and, when issued and paid for as
contemplated by the Registration Statement, will be, validly issued, fully paid
and non-assessable.

<PAGE>

Schick Technologies, Inc.
June 5, 1997
Page 2

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to it in the Prospectus included
therein under the caption "Legal Matters." In giving such consent, we do not

admit that we are in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,

/s/ Kelley Drye & Warren LLP

<PAGE>

EXHIBIT 22.1

List of Subsidiaries

Schick Technologies, Inc.

Schick Technologies, Inc., a
New York corporation

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated May 9, 1997, except as to
the restructuring and recapitalization described in Note 15 which is as of June
4, 1997, relating to the financial statements of Schick Technologies, Inc.,
which appears in such Prospectus. We also consent to the application of such
report to the Financial Statement Schedule for the three years ended March 31,
1997 listed under item 16(b) of this Registration Statement when such schedule
is read in conjunction with the financial statements referred to in our report.
The audits referred to in such report also included this schedule. We also
consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Prospectus. However, it should be noted that Price
Waterhouse LLP has not prepared or certified such "Selected Financial Data."

PRICE WATERHOUSE LLP

New York, New York
June 5, 1997