UNIVEC INC, POS AM, 1998-07-21

UNIVEC INC
POS AM, 1998-07-21
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1998
REGISTRATION NO. 333-20187
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVEC, INC.
(Name of Small Business Issuer in Its Charter)

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Delaware 3841 11-3163455
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or organization) Industrial Classification Identification No.)
Code Number)
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999 Franklin Avenue
Garden City, New York 11530
Telephone: (516) 294-1000
Telecopier: (516) 739-3343
(Address and telephone number of principal executive offices)
------
Joel Schoenfeld
Chairman of the Board and Chief Executive Officer
UNIVEC, Inc.
999 Franklin Avenue
Garden City, New York 11530
Telephone: (516) 294-1000
Telecopier: (516) 739-3343
(Name, address and telephone number of agent for service)
------
Copies to:
Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158-0125
Telephone: (212) 687-3860
Telecopier: (212) 949-7052
------

Approximate Date of Proposed Sale to the Public: As soon as practicable after
the effective date of this post-effective amendment to the registration
statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, 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, 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,
please check the following box. [ ]

If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act, other than
securities offered only in connection with dividend or reinvestment plans,
please check the following box. [X]
------
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The Registrant hereby amends this post-effective amendment to the
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 post-effective amendment to the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the post-effective amendment to the
Registration Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.

================================================================================

The 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.

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PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JULY 21, 1998
UNIVEC, INC.

1,750,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

This Prospectus relates to 1,750,000 redeemable common stock purchase
warrants (the "Warrants") of UNIVEC, Inc., a Delaware corporation (the
"Company") that may be sold by the selling securityholders named herein (the
"Selling Securityholders"). See "Selling Securityholders". The 1,750,000
Warrants offered hereby were issued in exchange for common stock purchase
warrants sold, together with the Company's 8% promissory notes, in a bridge
financing completed by the Company in December 1996.

Each Warrant entitles the registered holder thereof to purchase one share of
common stock par value $.001 per share (the "Common Stock"), of the Company at
an exercise price of $4.50 per share, subject to adjustment in certain events,
at any time during the period commencing April 24, 1999 and expiring on April
23, 2002. The Warrants are subject to redemption by the Company at $.05 per
Warrant at any time commencing April 24, 1999, on not less than 30 days prior
written notice to the holders of the Warrants, provided the closing bid price of
the Common Stock has been at least $8.00 for 20 consecutive trading days ending
on the third day prior to the date on which the Company gives notice of
redemption. The Warrants will be exercisable until the close of business on the
day immediately preceding the date fixed for redemption. The Common Stock and
the Warrants are quoted on The Nasdaq SmallCap Market under the trading symbols
"UNVC" and "UNVCW", respectively. On July 20, 1998, the closing sale prices of
the Common Stock and Warrants on The Nasdaq SmallCap Market as reported by
Nasdaq were $2.00 and $0.84, respectively.

The Selling Securityholders may sell Warrants from time to time directly to
purchasers, or through broker-dealers who may receive compensation in the form
of commissions or discounts from the Selling Securityholders or purchasers.
Sales of Warrants may be effected by broker-dealers in ordinary brokerage
transactions or block transactions on The Nasdaq SmallCap Market, through sales
to one or more dealers who may resell as principals, in privately negotiated
transactions or otherwise, at the market price prevailing at the time of sale, a
price related to such prevailing market price or at a negotiated price. Usual
and customary or specifically negotiated brokerage fees may be paid by the
Selling Securityholders in connection therewith. To the Company's knowledge,
none of the Selling Securityholders has entered into any underwriting
arrangements for the sale of such securities.

The Company will not receive any proceeds from the sale of the Warrants by
the Selling Securityholders, but will receive the exercise price of the
Warrants, if exercised.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. ONLY INVESTORS WHO CAN BEAR THE RISK OF LOSS OF THEIR ENTIRE INVESTMENT
SHOULD INVEST. FOR A DESCRIPTION OF CERTAIN RISKS REGARDING AN INVESTMENT IN THE
COMPANY, SEE "RISK FACTORS" COMMENCING ON PAGE 6.

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

The date of this Prospectus is ________________,1998.

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The Selling Securityholders may be deemed to be "underwriters"within the
meaning of the Securities Act of 1933 (the "Securities Act") and any profits
realized by them may be deemed to be underwriting commissions. Any
broker-dealers that participate in the distribution of the Warrants also may be
deemed to be "underwriters", as defined in the Securities Act, and any
commissions or discounts paid to them, or any profits realized by them upon the
resale of any securities purchased by them as principals, may be deemed to be
underwriting commissions or discounts under the Securities Act. The sale of the
Warrants by the Selling Securityholders is subject to the prospectus delivery
and other requirements of the Securities Act.

All costs, expenses and fees in connection with the registration of the
Warrants offered by the Selling Securityholders will be borne by the Company.
The Selling Securityholders are responsible for the payment of brokerage
commissions and discounts incurred in connection with the sale of the Warrants
and shares of Common Stock. The Company has agreed to indemnify the Selling
Securityholders against certain liabilities, including liabilities under the
Securities Act.

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith files,
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). The Company has filed a
Registration Statement and a post-effective amendment thereto (Registration No.
333-20187) under the Securities Act with the Commission in Washington, D.C. with
respect to the securities offered hereby. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement and the exhibits thereto. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement and such exhibits as well as the reports, proxy and
information statements and other information filed under the Exchange Act, which
may be inspected and copied at the Public Reference Room of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549 and at
the following regional offices: New York Regional office, Suite 1300, 7 World
Trade Center, New York, New York 10048, and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and copies of such
material may also be obtained from the Public Reference Room of the Commission
at prescribed rates. Information concerning the operation of the Public
Reference Room of the Commission may be obtained by 1-800-SEC-0330. The
Commission also maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information statements and other
information regarding registrants that file electronically.

INFORMATION INCORPORATED BY REFERENCE

The following documents filed with the Commission are incorporated into
this Prospectus by reference:

(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997, as amended.

(2) The Company's Quarterly Report on Form 10-Q for the fiscal year
ended March 31, 1998.

(3) The Company's Current Report on Form 8-K dated April 28, 1998,
as amended.

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(4) The description of the Common Stock and Warrants set forth in the
Company's Registration Statement on Form 8-A (File No. 0-22413),
filed pursuant to Section 12(g) of the Exchange Act, and any
amendment or report filed for the purpose of updating such
description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference herein and to be a part hereof form the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or supersedes shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a Prospectus is
delivered upon written or oral request of such person, a copy of any documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Requests for copies of such documents should be
directed to the Company, 999 Franklin Avenue, Garden City, New York 11530,
Attention: Corporate Secretary (telephone (516) 294-1000, (516) 739-3343).

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SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the more detailed
information, consolidated financial statements and the notes thereto appearing
elsewhere in, or incorporated by reference into, this Prospectus. Unless
otherwise indicated or the context otherwise requires, all references herein to
the Company or UNIVEC include UNIVEC, Inc., a New York corporation
("UNIVEC-NY"), which was merged into the Company on October 10, 1996, and Rx
Ultra, Inc., a wholly owned subsidiary of UNIVEC.

The Company

UNIVEC, Inc. (the "Company" or "UNIVEC") develops, assembles, licenses and
markets safety hypodermic syringes designed to protect the healthcare worker and
patient against cross-infection. The Company also from time to time sells other
medical devices and intends to develop other medication delivery systems.

In 1997, the Company commenced production and sales of its 1cc locking clip
syringes, which are designed to make accidental or deliberate reuse difficult.
The accidental or deliberate reuse of syringes is a frequent cause of the spread
of the human immunodeficiency ("HIV") and hepatitis viruses, as well as other
blood-borne pathogens. The Company has received 510(k) clearance from the U.S.
Food and Drug Administration (the "FDA") to market its locking clip syringes in
the United States.

The Company believes that its 1cc difficult to reuse syringes are more
effective than competitive syringes and that they are competitively priced. The
Company also believes that it is the only company that markets a difficult to
reuse syringe with a 1cc barrel, which is ideal for dispensing accurate dosages
of medicine (e.g., allergy, immunization and insulin medicines). It is more
difficult to deliver up to a .95cc dosage accurately with a syringe barrel that
is greater than 1cc. The Company does not know of any other company that offers
a lcc aspirating syringe that can be locked. Healthcare workers need aspirating
syringes to mix medications in the syringe barrel and inject medications
intravenously. Furthermore, the Company believes that aspirating syringes are
preferred by diabetes patients and needle-exchange programs.

The Company's initial marketing efforts have been directed primarily to
international relief agencies, including the International Red Cross, UNICEF and
the World Health Organization ("WHO"), as well as to public hospitals and health
facilities in the Northeastern United States. Pursuant to programs of
international relief agencies, the Company has shipped its lcc locking clip
syringe to over 30 countries. The Company also intends to market its locking
clip syringes to (i) governments of developing countries, (ii) private hospitals
and health facilities in the Northeastern United States, and (iii) distributors
in the United States. The Company also plans to license its patents and
proprietary manufacturing processes relating to its 1cc locking clip and other
syringe designs. To stimulate demand for its safety syringes, the Company plans
to initiate promotional and educational campaigns directed at (i) public health
officers and other government officials responsible for public health policies,
(ii) doctors and administrators of healthcare facilities responsible for
treatment of HIV-AIDS and hepatitis patients, and (iii) liability insurance
companies.

The Company is a Delaware corporation, incorporated on October 7, 1996, and
the successor by merger to UNIVEC, Inc., a New York corporation, incorporated on
August 18, 1992. The executive officers of the Company are located at 999
Franklin Avenue, Garden City, New York 11530 (telephone number (516) 294-1000).

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The Offering

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Securities Offered............. 1,750,000 redeemable common stock purchase warrants (the "Warrants").
Each Warrant entitles the holder thereof to purchase one share of Common
Stock at an exercise price of $4.50 per share, subject to adjustment in
certain events. See "Description of Securities" and "Plan of Distribution."

Terms of Warrants:
Exercise price............... $4.50 per share, subject to adjustment in certain events. See "Description
of Securities -- Warrants."

Exercise period............... Any time during the period commencing April 24, 1999 and ending April
23, 2002.

Redemption.................... Redeemable by the Company at a price of $.05 per Warrant upon not less
than 30 days prior written notice to the holders of the Warrants at any time
commencing April 24, 1999, provided the closing bid price of the Common
Stock has been at least $8.00 for 20 consecutive trading days ending on the
third day prior to the date upon which the Company gives notice of
redemption. See "Description of Securities -- Warrants."

Common Stock Outstanding....... 2,981,769(1)

Warrants Outstanding........... 4,337,500

Risk Factors................... The securities offered hereby involve a high degree of risk . Only investors
who can bear the risk of their entire investment should invest. See "Risk
Factors."

Nasdaq SmallCap
Market Symbols............... Common Stock -- UNVC; Warrants -- UNVCW

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1 Does not include (i) 4,350,672 shares reserved for issuance upon exercise of
outstanding options, at exercise prices ranging from $2.00 per share to $3.50
per share, expiring at various dates from February 22, 1999 through December 20,
2007, (ii) 393,706 shares reserved for issuance upon exercise of options which
may be granted in the future pursuant to the Company's stock option plan, (iii)
4,337,500 shares issuable upon exercise of outstanding Warrants, (iv) 375,000
shares reserved for issuance upon exercise of warrants issued to the
underwriters for the Company's initial public offering (the "Underwriters'
Warrants") at exercise prices ranging from $4.50 to $5.775 per share; and (v)
460,440 shares reserved for issuance upon conversion of the Company's Series A
8% Cumulative Convertible Preferred Stock (the "Series A Preferred Stock"). See
"Description of Securities."

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RISK FACTORS

An investment in the Company's securities is highly speculative and involves a
high degree of risk. Therefore, prospective investors should carefully consider
the risks set forth below in connection with an investment in the Company's
securities.

This Prospectus contains certain forward-looking statements which involve risks
and uncertainties. Actual results could differ materially from those projected
in the forward-looking statements as a result of certain of the risk factors set
forth below and elsewhere in the reports incorporated by reference in this
Prospectus.

Continuing Losses; Accumulated Deficit; Uncertainty of Profitability. Since
inception, the Company has experienced losses, including a net loss of
approximately $1,172,000 for the year ended December 31, 1997, as compared to a
net loss of approximately $1,441,000 for the year ended December 31, 1996, and
a net loss of approximately $541,000 for the fiscal quarter ended March 31,
1998, as compared to a net loss of approximately $682,000 for the fiscal quarter
ended March 31, 1997. The Company expects to continue to incur operating
losses until such time as it can generate significant sales of its locking
clip syringes and adequate gross profits to cover overhead expenses. There can
be no assurance that the Company will ever operate profitably. As of March 31,
1998, the Company had an accumulated deficit of approximately $2,480,000. The
Company's ability to operate profitably depends upon market acceptance of its
locking clip syringes, the development of an effective sales and marketing
organization, the development of new products, and improvements to existing
products and manufacturing processes. There can be no assurance that the
Company's locking clip syringes will achieve a level of market acceptance in
foreign or domestic markets to generate sufficient revenues to become
profitable. See "Risk Factors - Product Acceptance; Demand for Locking Clip
Syringes," and the Company's consolidated financial statements, including the
notes thereto, incorporated by reference into this Prospectus.

Limited Operating History. Although the Company was founded in August 1992,
production and sales of its 1cc locking clip syringe began in July 1997. From
August 1992 to June 1997, the Company's operations have consisted primarily of
the design of its patented locking clip and plunger, the design and
implementation of the equipment for production of the 1cc locking clip syringe,
the hiring of key personnel, and the sales of medical devices manufactured by
others including difficult-to-reuse syringes of an alternative design.
Accordingly, the Company has a limited operating history upon which an
evaluation of its business and prospects can be based. An investment in the
securities of the Company is subject to all of the risks involved in a newly
established business venture. Potential investors should be aware of the
problems, delays, expenses and difficulties encountered by companies at this
early stage of operations, many of which may be beyond the Company's control,
including but not limited to commencement of production, marketing and product
introduction, competition, market acceptance of the Company's difficult to reuse
syringes, and unanticipated problems and additional costs relating to the
development and testing of products. The Company's officers have limited
experience in the production and sale of medical devices. See "Risk Factors --
Limited Experience of Management in the Development, Production and Sale of
Medical Devices."

Ability to Continue as a "Going Concern"; Qualified Report of Independent
Accountants. The Company's consolidated financial statements for the year ended
December 31, 1997 indicate there is substantial doubt about the Company's
ability to continue as a going concern due to recurring losses. As discussed in
Note 2 to the Company's consolidated financial statements incorporated by
reference into this Prospectus, the Company's ability to continue as a going
concern is dependent, among other things, upon the Company's

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obtaining additional working capital through long term financing or an equity
infusion and the attainment of profitable commercial operations.

Need for Additional Financing. The Company requires additional financing to
continue its operations and may seek to raise funds through the sale of its
securities or by other means. No assurance can be given that additional funds
will be available to the Company on acceptable terms, if at all. Additional
financing may result in dilution to existing stockholders. Anticipated increased
levels of sales (as to which there can be no assurance) would reduce the need
for additional financing. However, if funds are needed but not available in
adequate amounts from additional financing sources or from operations, the
Company may be materially and adversely affected.

Ability to Manage Growth. Subject to sufficient cash flow from operations and/or
additional financing, the Company contemplates a rapid expansion of its
business. If the Company were to experience significant growth in the future,
such growth would likely result in new and increased responsibilities for
management personnel and place significant strain upon the Company's management,
operating and financial systems and resources. To accommodate such growth and
compete effectively, the Company must continue to implement and improve its
operational, financial, management and information systems, procedures and
controls, and to expand, train and manage its personnel. There can be no
assurance that the Company's personnel, systems, procedures or controls will be
adequate to support the Company's future operations. Any failure to implement
and improve the Company's operational, financial, management and information
systems, procedures or controls or to expand, train or manage employees, could
materially and adversely affect the Company's business, financial condition and
results of operations.

Government Regulation. The manufacture and distribution of medical devices are
subject to extensive regulation by the FDA in the United States, and in some
instances, by foreign and state regulatory authorities. Approval by the FDA and
foreign government authorities is unpredictable and uncertain, and no assurance
can be given that the necessary approvals or clearances for the Company's
products will be granted on a timely basis or at all. Delays in receipt of, or a
failure to receive, such approvals or clearances, or the loss of any previously
received approvals or clearances, could have a materially adverse effect on the
business, financial condition and results of operations of the Company.
Furthermore, approvals that have been or may be granted are subject to continual
review, and later discovery of previously unknown problems may result in product
labeling restrictions or withdrawal of the product from the market. Moreover,
changes in existing requirements or adoption of new requirements or policies
could adversely affect the ability of the Company to comply with regulatory
requirements. In addition, there can be no assurance that the Company will not
be required to incur significant costs to comply with applicable laws and
regulations in the future. Failure to comply with applicable laws or regulatory
requirements could have a materially adverse effect on the Company's business,
financial position and results of operations.

FDA and State Regulation. Pursuant to the Federal Food, Drug, and
Cosmetic Act, as amended, and the regulations promulgated thereunder
(collectively, the "FDC Act"), the FDA regulates the clinical testing,
manufacture, labeling, sale, distribution and promotion of medical devices.
Before a new device can be introduced into the market, a manufacturer must
obtain FDA permission to market through either the 510(k) pre-market
notification process or the costlier, lengthier and less certain pre-market
approval ("PMA") application process. The FDA has granted the Company 510(k)
clearance to market its 1cc locking clip syringe, which has been classified as a
Class II device under the FDC Act, and accordingly, the Company may market and
sell its 1cc locking clip syringe in the United States, subject to compliance
with other applicable FDA regulatory requirements. As a Class II device,
performance standards may be developed for the 1cc locking

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clip syringe which the product would then be required to meet. Furthermore,
manufacturers of medical devices are subject to recordkeeping requirements and
required to report adverse experiences relating to the use of the device. Device
manufacturers also are required to register their establishments and list their
devices with the FDA and with certain state agencies and are subject to periodic
inspections by the FDA and certain state agencies. The FDC Act requires devices
to be manufactured in accordance with good manufacturing practices ("GMP")
regulations, which impose certain procedural and documentation requirements upon
the Company with respect to manufacturing and quality assurance activities. The
FDA conducts periodic audits and surveillance of the manufacturing, sterilizing
and packaging facilities of medical device manufacturers to determine compliance
with GMP requirements. The failure of a medical device manufacturer to be able
to show in the audit or post-market surveillance that it has adequately complied
with GMP requirements can result in penalties or enforcement proceedings being
imposed on the manufacturer. The Company's manufacturing facilities have not
been certified as satisfying GMP requirements. The Company's facilities will be
subject to extensive audits in the future pursuant to standard FDA procedure. No
assurance can be given that when the Company is audited that it will be found to
be in compliance with GMP requirements, or that if it is not found in
compliance, what penalties, enforcement procedures or compliance effort will be
levied on or required of the Company. The FDA also has the authority to request
repair, replacement or refund of the cost of any device manufactured or
distributed by the Company, and the failure to meet standards for effectiveness
and safety could require the Company to discontinue the manufacturing and/or the
marketing of its product in the United States.

Foreign Regulation. The introduction of the Company's products in
foreign markets will subject the Company to foreign regulatory clearances which
may impose additional substantive costs and burdens. International sales of
medical devices are subject to the regulatory requirements of each country. The
regulatory review process varies from country to country. Many countries also
impose product standards, packaging requirements, labeling requirements and
import restrictions on devices. In addition, each country has its own tariff
regulations, duties and tax requirements. The Company's products also are
required to satisfy international manufacturing standards required by the
International Standards Organization ("ISO") for sale in certain foreign
countries. Although the Company's contract manufacturer in Portugal expects to
achieve ISO 9002 certification by the end of 1998, until the Portuguese
manufacturer obtains ISO 9002 certification, the Company could have difficulty
selling to certain export accounts, particularly in Europe. Currently, sales to
international relief agencies, the Company's primary market, are not affected by
ISO certification or other foreign regulations other than those imposed by such
agencies, with which the Company has been in compliance.

Product Acceptance; Demand for Locking Clip Syringes. The Company expects to
derive a significant portion of its revenues from sales of locking clip syringes
and/or licensing of its intellectual property. Despite increased public
awareness of the risks associated with conventional disposable syringes, of the
major syringe manufacturers only Becton-Dickinson and Company
("Becton-Dickinson") is manufacturing a difficult to reuse syringe for sale to
international relief agencies. Accordingly, the Company's future success and
financial performance will depend almost entirely on its ability to successfully
market its locking clip syringes. There can be no assurance that the Company's
marketing efforts will be successful or that sales of the Company's difficult to
reuse syringes will generate sufficient revenues for the Company to become
profitable. See "Risk Factors - Government Regulation."

<PAGE>

Licensing. Although the Company intends to license its patents and proprietary
manufacturing processes relating to its locking clip and other syringe designs
to established medical device manufacturers worldwide, there can be no assurance
that the Company will be successful in its licensing efforts.

Dependence on Certain Customers. The Company's initial marketing efforts have
been directed primarily to, and all of its revenues have been derived from,
international relief agencies. There can be no assurance as to whether the
international relief agencies will continue to purchase difficult-to-reuse
syringes from the Company. The failure of international relief agencies to
purchase the Company's locking clip syringes in substantial quantities would
have a materially adverse effect on the Company's business, financial condition
and results of operations.

Dependence on Portuguese Contract Manufacturer. The Company has entered into a
letter of understanding with a Portuguese contract manufacturer for the
production of its proprietary plungers (which satisfy tolerance limits for
assembly of its aspirating and non-aspirating syringes) and for the assembly of
the Company's 1cc locking clip syringes. The Company is the primary
customer of the Portuguese contract manufacturer. Furthermore, since the
Portuguese manufacturer has limited financial resources, it has been unable to
offer the Company credit terms for payment of components and finished syringes.
If the Portuguese manufacturer is unable or not willing to supply sufficient
quantities of components, the Company will be required to obtain alternative
sources of supply. However, there can be no assurance that the Company will be
able to obtain an alternative source of supply of components on acceptable
terms. Furthermore, even if the Company is able to obtain an alternative source
of supply of components, there can be no assurance that production of its 1cc
locking clip syringes will not be delayed. Delays resulting from the selection
of an alternate supplier to produce components could have a materially adverse
effect on the Company's business. See "Risk Factors - Interruptions to
Production."

Interruptions to Production. There can be no assurance that the Portuguese
manufacturer will be able to produce sufficient quantities of plungers or
syringes to satisfy the Company's requirements. The failure of the Portuguese
manufacturer to produce components and/or 1cc locking clip syringes could have
a materially adverse effect on the Company's business, financial condition and
results of operations. See "Risk Factors - Dependence on Portuguese Contract
Manufacturer."

To augment production of its 1cc locking clip syringe, the Company has
commenced production of its 1cc locking clip syringe at its production
facility in Mineola, New York. However, there can be no assurance that
production at this facility will not be interrupted as a result of delays in
obtaining supplies of components or in complying with FDA manufacturing
requirements, including the attainment of acceptable quality levels. The
failure to timely produce 1cc locking clip syringes would have a materially
adverse effect on the Company's business, financial condition and results of
operations.

Sherwood Davis & Geck ("Sherwood") has been the Company's supplier of 1cc
barrels with certain sizes of hypodermic needles (e.g., .625 inch) and plunger
tips. However, the Company has instituted litigation (the "Sherwood
Litigation") against Sherwood for failure to provide components for the
manufacture of the Company's lcc syringes. There can be no assurance that
Sherwood will continue to fulfill the Company's purchase orders. To date, most
of the lcc locking clip syringes have not contained the barrels supplied by
Sherwood; however, nearly all of the Company's lcc locking clip syringes have
contained a plunger tip supplied, but not manufactured, by Sherwood. Although
smaller manufacturers have expressed an interest in supplying components,
there can be no assurance the Company can obtain adequate

<PAGE>

supplies of components for prices and terms acceptable to it. The failure to
obtain adequate supplies of components for acceptable prices and terms could
have a materially adverse effect on the Company's business, financial condition
and results of operations.

Limited Experience of Management in the Development, Production and Sale of
Medical Devices. The Company's management has had limited experience in the
development, production and sale of medical devices. There can be no assurance
that the Company will be able to compete successfully with the major syringe
manufacturers. See "Risk Factors -- Limited Operating History."

Ability to Develop 3cc Syringe with Extendable Barrel Sleeve. The Company
intends to develop a 3cc, non-aspirating locking clip syringe for hospitals and
health clinics, and anticipates that production will commence during 1999. In
general, hospitals and health clinics use more 3cc syringes than 1cc syringes,
and may not be willing to purchase the Company's 1cc locking clip syringes until
such time as the Company is able to offer 3cc syringes. However, there can be no
assurance that the 3cc designs selected for commercialization will be accepted
by hospitals and health clinics. Moreover, the Company has not yet selected a
design for the assembly equipment or an engineering firm to construct the
equipment. The Company's failure to timely select a design for the assembly
equipment or an engineering firm to construct such assembly equipment, or the
Company's inability to obtain adequate supplies of components, could delay the
production and commercial introduction of the Company's 3cc non-aspirating
syringe.

Uncertainty Regarding Patents and Protection of Proprietary Technology; Risk of
Future Litigation. The Company's success will depend, in part, on the strength
of its patents, as well as its ability to preserve its trade secrets and operate
without infringing the proprietary rights of others. The Company's policy is to
seek protection of its proprietary position by, among other methods, filing
United States and foreign patent applications related to its technology,
inventions and improvements that are important to the development of its
business. The Company holds three United States patents, including a patent for
its locking clip and has filed a United States patent application for its
aspirating plunger, and has filed patent applications for its locking clip in
Canada, Brazil, Mexico, certain European countries, Japan, South Korea, China,
Russia and Australia. In addition, the Company has acquired licensed rights for
a United States patent on a locking device to be used in connection with the 3cc
non-aspirating syringe that the Company plans to develop. The Company has filed
for patent protection in certain European countries for this invention. The
Company also has licensed the rights to a patent to develop a pre-filled or unit
dose syringe. This invention has U.S. patent protection, but lacks foreign
protection.

There can be no assurance that pending or future applications for patents and
trademarks will mature into issued patents, or that the Company will continue to
develop its own patentable technologies. Furthermore, there can be no assurance
that any of the Company's patents or patents that may be issued in the future
will not be challenged, invalidated or circumvented in the future or that the
rights granted thereunder will provide a competitive advantage. In addition,
patent applications filed in foreign countries and patents granted in such
countries are subject to laws, rules and procedures that differ from those in
the United States. Patent protection in such countries may be different from
patent protection provided by the laws of the United States.

Patent applications in the United States are maintained in secrecy until patents
issue, and patent applications in foreign countries are maintained in secrecy
for a period after filing. Publication of discoveries in the scientific or
patent literature tends to lag behind actual discoveries and the filing of
related patent applications.

<PAGE>

Accordingly, there can be no assurance that current and potential competitors
and other third parties have not filed or in the future will not file
applications for, or have not received or in the future will not receive,
patents or obtain additional proprietary rights that will prevent, limit or
interfere with the Company's ability to make, use or sell its products either in
the United States or internationally.

The medical device industry in general has been characterized by substantial
competition and litigation regarding patent and other proprietary rights. The
Company intends to vigorously protect and defend its patents and other
proprietary rights relating to its proprietary technology. Litigation alleging
infringement claims against the Company (with or without merit), or instituted
by the Company to enforce patents and to protect trade secrets or know-how owned
by the Company or to determine the enforceability, scope and validity of the
proprietary rights of others, is costly and time consuming. If any relevant
claims of third-party patents are upheld as valid and enforceable in any
litigation or administrative proceedings, the Company could be prevented from
practicing the subject matter claimed in such patents, or would be required to
obtain licenses from the patent owners of each patent, or to redesign its
products or processes to avoid infringement. There can be no assurance that such
licenses would be available or, if available, would be available on terms
acceptable to the Company or that the Company would be successful in any attempt
to redesign its products or processes to avoid infringement. Accordingly, an
adverse determination in a judicial or administrative proceeding or failure to
obtain necessary licenses could prevent the Company from manufacturing and
selling its products, which would have a materially adverse effect on the
Company's business, financial condition and results of operations.

The Company also relies upon trade secrets, technical know-how and continuing
technological innovation to develop and maintain its competitive position. There
can be no assurance that competitors will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to the Company's proprietary technology, or that the Company can
meaningfully protect its rights in unpatented proprietary technology.

Competition. The Company's principal competition is from manufacturers of
traditional disposable syringes. Becton-Dickinson, Sherwood and Terumo Medical
Corporation of Japan ("Terumo") control approximately 74%, 19% and 5%,
respectively, or a total of approximately 98%, of the worldwide syringe market,
and are substantially larger, more established and have significantly greater
financial, sales and marketing, distribution, engineering, research and
development and other resources than the Company. To the Company's knowledge,
only Becton-Dickinson and Bader & Partner Medizintechnik GmbH ("Bader"), a
German machine tool manufacturer, distribute commercially a line of difficult to
reuse syringes, none of which allow for aspiration. The Bader DestroJect syringe
and the Becton-Dickinson SOLOSHOT and UNIJECT syringes were developed originally
for WHO-UNICEF immunization programs. There can be no assurance that the major
syringe manufacturers or others will not commence production of difficult to
reuse syringes, or that the Company will be able to successfully compete in this
market.

Product Liability. The manufacture and sale of medical products exposes the
Company to the risk of significant damages from product liability claims. The
Company maintains product liability insurance against product liability claims
in the amount of $5 million per occurrence and $5 million in the aggregate.
There can be no assurance that the coverage limits of the Company's insurance
policies will be adequate, or that the Company will continue to be able to
maintain such insurance coverage at acceptable cost. In addition, any successful
claim against the Company in an amount exceeding its insurance coverage could
have a materially adverse effect on its business, financial condition or results
of operations. Furthermore, the Company has no recall insurance for foreign
countries or the United States. The Company intends to apply for product recall

<PAGE>

insurance primarily for the United States market. However there can be no
assurance that such coverage can be obtained at acceptable cost.

Control of the Company; Ownership of Shares by Directors and Officers. Officers
and directors of the Company beneficially own in the aggregate 1,178,825 shares
of Common Stock, or approximately 39% of the outstanding shares of the Company's
Common Stock (excluding (a) options to purchase 4,125,000 shares of Common stock
at an exercise price of $3.50 per share which may not be exercised prior to the
earliest of (i) April 24, 2006, (ii) the attainment of certain financial
performance criteria and (iii) the occurrence of a change in control, as
defined, and (b) 460,440 shares upon conversion of outstanding shares of Series
A Preferred Stock). Although these stockholders may or may not agree on any
particular matter that is the subject of a vote of the stockholders, these
stockholders may be effectively able to control the outcome of any issues which
may be subject to a vote of stockholders, including the election of directors,
proposals to increase the authorized capital stock, or the approval of mergers,
acquisitions, or the sale of all or substantially all of the Company's assets.

Dependence on Chief Executive Officer. The Company is dependent for the conduct
of its business on the experience, abilities and continued services of Joel
Schoenfeld, Chairman of the Board and Chief Executive Officer of the Company.
Joel Schoenfeld is employed by the Company pursuant to an employment agreement
which expires on March 28, 2000. The loss of the services of Joel Schoenfeld
would have a materially adverse effect on the Company.

Office Lease with Related Party. Dr. Alan H. Gold, the President, a director and
principal stockholder of the Company, is the president and stockholder of the
owner of the premises occupied by the Company.

Limitation on Director Liability. The Company's certificate of incorporation
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, with certain exceptions under Delaware law. This may discourage
stockholders from bringing suit against a director for breach of fiduciary duty
and may reduce the likelihood of derivative litigation brought by stockholders
on behalf of the Company against a director. In addition, the Company's
certificate of incorporation provides for mandatory indemnification of directors
and officers.

Absence of Dividends on Common Stock. Since inception, the Company has not paid
any cash dividends on its Common Stock and it does not anticipate paying such
dividends in the foreseeable future. No dividends may be declared, set aside or
paid on the Common Stock unless and until all accrued and unpaid dividends on
the outstanding shares of Series A Preferred Stock have been paid in cash or
additional shares of Series A Preferred Stock. The payment of dividends by the
Company is within the discretion of its Board of Directors and depends upon the
Company's earnings, capital requirements, financial condition and other factors
deemed relevant by the Board.

Authorization and Discretionary Issuance of Preferred Stock. The Company's
Restated Certificate of Incorporation authorizes the issuance of 5,000,000
shares of "blank check" preferred stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquidation, conversion, voting or other
rights which could decrease the amount of earnings and assets available for
distribution to holders of Common Stock and adversely affect the relative voting
power or other rights of the holders of the Company's Common Stock. In the event
of issuance, the preferred stock could be used, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control of

<PAGE>

the Company. Except for shares of Series A Preferred Stock that may be issued in
payment of dividends on the Series A Preferred Stock, the Company has no present
intention to issue any shares of its preferred stock. However, there can be no
assurance that the Company will not issue shares of preferred stock in the
future.

No Assurance of An Active Public Market for Common Stock and Warrants; Possible
Volatility of Market Price for the Common Stock and Warrants. Although the
Common Stock and Warrants are quoted on The Nasdaq SmallCap Market, trading
volume has been limited. There can be no assurance that broker-dealers will act
as market makers for the Common Stock and Warrants. As a result, investors will
be exposed to a risk of a decline in the market prices of the Common Stock and
Warrants. Moreover, the market prices of the Common Stock and Warrants may be
highly volatile as has been the case with the securities of many emerging
companies. The Company's operating results and various factors affecting the
medical device industry may impact the market price of the Company's securities
to a significant degree. In addition, in recent years the stock market has
experienced a high level of price and volume volatility, and market prices for
the securities of many companies have experienced wide price fluctuations not
necessarily related to the operating performance of such companies. There can be
no assurance that the market price of the Common Stock and Warrants will not
experience significant fluctuations or further declines.

Possible Delisting. The Common Stock and Warrants are quoted on The Nasdaq
SmallCap Market. For continued inclusion on the NASDAQ SmallCap Market, an
issuer is required, among other things, to have net tangible assets of $2
million (or alternatively, net income of $500,000 in two of the most recent
three fiscal years, or a market capitalization of $35 million), a bid price of
at least $1.00 and at least two market makers. As of March 31, 1998, the
Company satisfied the maintenance criteria for continued listing on The Nasdaq
SmallCap Market. As of such date, the Company had net tangible assets of
approximately $2,737,000. The bid price of the Company's Common Stock has
exceeded $1.00 per share. There can be no assurance that the Company will be
able in the future to satisfy the maintenance criteria for continued inclusion
of the Common Stock and Warrants on The Nasdaq SmallCap Market. If the Company
is unable to satisfy The Nasdaq SmallCap maintenance criteria in the future,
the Common Stock and Warrants may be delisted from trading on The Nasdaq
SmallCap Market, and if delisted, trading, if any, would thereafter be
conducted in the over-the-counter market in the so-called "pink sheets" or the
NASD's "Electronic Bulletin Board," and consequently, an investor could find
it more difficult to dispose of, or to obtain accurate quotations as to the
price of, the Company's securities.

Risk of Low-Priced Securities. The regulations of the Securities and Exchange
Commission promulgated under the Exchange Act require additional disclosure
relating to the market for penny stocks in connection with trades in any stock
defined as a penny stock. Commission regulations generally define a penny stock
to be an equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. Unless an exception is available, those
regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks
associated therewith and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally institutions). In addition, the
broker-dealer must provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker-dealer and its salesperson
in the transaction, and monthly account statements showing the market value of
each penny stock held in the customer's account. Moreover, broker-dealers who
recommend such securities to persons other than established customers and
accredited investors must make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to a transaction
prior to sale. If the Company's securities become subject to the regulations
applicable to penny stocks, the market liquidity for the Company's securities
could be severely affected. In such an event, the regulations on penny stocks
could limit the ability of broker-dealers to sell the Company's securities and
thus the ability of purchasers of the Company's securities to sell their
securities in the secondary market.

<PAGE>

Shares Eligible for Future Sale. No assurance can be given as to the effect, if
any, that future sales of Common Stock, or the availability of shares of Common
Stock for future sales, will have on the market price of the Common Stock from
time to time. Sales of substantial amounts of Common Stock (including shares
issued upon the exercise of warrants or stock options), or the possibility of
such sales, could adversely affect the market price of the Common Stock and also
impair the Company's ability to raise capital through an offering of its equity
securities in the future. The Company has 2,981,769 shares of Common Stock
outstanding, of which only 1,725,000 shares of Common Stock are transferable
without restriction under the Securities Act. The remaining shares, issued in
private transactions, are "restricted securities" (as defined in Rule 144
promulgated under the Securities Act) which may be publicly sold only if
registered under the Securities Act or if sold in accordance with an applicable
exemption from registration, such as Rule 144. In general, under Rule 144, as
currently in effect, subject to the satisfaction of certain other conditions, a
person, including an affiliate of the Company, who has beneficially owned
restricted securities for at least one year, is entitled to sell (together with
any person with whom such individual is required to aggregate sales), within any
three-month period, a number of shares that does not exceed the greater of 1% of
the total number of outstanding shares of the same class or, if the Common Stock
is quoted on The Nasdaq Stock Market or a national securities exchange, the
average weekly trading volume during the four calendar weeks preceding the sale.
A person who has not been an affiliate of the Company for at least three months
and who has beneficially owned restricted securities for at least two years is
entitled to sell such restricted shares under Rule 144 without regard to any of
the limitations described above. Officers, directors and other securityholders
of the Company owning and/or having rights to acquire in the aggregate 1,800,746
shares of Common Stock have entered into agreements not to sell or otherwise
dispose of any securities of the Company, including shares of Common Stock prior
to April 24, 1999 (the "Lock-Up Agreements"), without the prior written consent
of Maidstone Financial, Inc. ("Maidstone"), managing underwriter for the
Company's initial public offering in April 1997, which may be granted or
withheld in the sole and absolute discretion of Maidstone (which has ceased
operations as a broker-dealer); provided, however, that if prior to April 24,
1999, the Company's shares of Common Stock are subject to a tender offer and
holders of the Company's Common Stock (other than the current stockholders)
agree to tender a majority of the outstanding shares of Common Stock to the
offeror, then all stockholders subject to the Lock-Up Agreement will be released
from the restrictions imposed thereby solely for the purposes of tendering their
shares of Common Stock to the offer or pursuant to the terms of the tender
offer. Maidstone has released the Selling Securityholders from the Lock-up
Agreements. Commencing in the second quarter of 1999, 1,121,054 shares of Common
Stock, will become eligible for resale pursuant to Rule 144, subject to the
volume limitations and compliance with the other provisions of Rule 144.
Furthermore, the holders of warrants (the "Underwriters' Warrants") to purchase
225,000 shares of Common Stock and 150,000 Warrants (including the securities
issuable upon exercise thereof) issued to Maidstone and the other underwriters
for the Company's initial public offering have demand and piggyback registration
rights with respect to the shares of Common Stock and Warrants issuable upon
exercise of the Underwriters' Warrants.

Effect of Issuance of Common Stock Upon Exercise of Warrants and Options;
Possible Issuance of Additional Options. The Company has 11,769,893 shares of
Common Stock authorized but unissued and not reserved for specific purposes and
9,917,318 shares of Common Stock unissued but reserved for issuance (i) upon
exercise of options (including options which may be granted in the future
pursuant to the Company's stock option plan), (ii) upon exercise of outstanding
warrants, (iii) upon exercise of the Underwriters' Warrants, (iv) upon
conversion of the Company's Series A Preferred Stock, and (v) in connection with
a private offering of its securities. Except to the extent applicable Nasdaq
regulations require stockholder approval of transactions involving the issuance
of at least 20% of the Common Stock at less than fair market value (other than
in a public offering) or the issuance of more than 25,000 shares to officers and
directors of the Company as a group (other than pursuant to a plan approved by
stockholders), authorized shares of Common Stock may

<PAGE>

be issued without any action or approval by the Company's stockholders. Although
there are no present plans, agreements, commitments or undertakings with respect
to the issuance of additional shares or securities convertible into any such
shares by the Company, any shares of Common Stock issued would further dilute
the percentage ownership of the Company held by the public stockholders.

The exercise of warrants or options and the sale of the underlying
shares of Common Stock (or even the potential of such exercise or sale) may have
a depressive effect on the market price of the Common Stock. Moreover, the terms
upon which the Company will be able to obtain additional equity capital may be
adversely affected since the holders of outstanding warrants and options can be
expected to exercise them, to the extent they are able, at a time when the
Company would, in all likelihood, be able to obtain any needed capital on terms
more favorable to the Company than those provided in the warrants and options.

Adverse Effect of Redemption of Warrants. Under certain conditions, the Warrants
may be redeemed by the Company at a redemption price of $.05 per Warrant upon
not less than 30 days prior written notice to the holders of such Warrants,
provided the closing bid price of the Common Stock has been at least $8.00 for
20 consecutive trading days ending on the third day prior to the date the notice
of redemption is given. The Warrants will be exercisable until the close of
business on the day immediately preceding the date fixed for redemption. The
redemption of the Warrants could force the holders (i) to exercise the Warrants
and pay the exercise price at a time when it may be disadvantageous for the
holders to do so, (ii) to sell the Warrants at the then current market price
when they might otherwise wish to hold the Warrants or (iii) to accept the
redemption price, which is likely to be substantially less than the market value
of the Warrants at the time of redemption. See "Description of Securities --
Warrants."

Need for Post Effective Amendments to Registration Statement for Exercise of
Warrants. Although the Warrants are not exercisable prior to April 24, 1999,
holders of Warrants will not be able to exercise their Warrants unless the
Company files post-effective amendments to the Registration Statement under
which the Warrants were initially issued or files a new registration statement
so that the prospectus for the shares of Common Stock issuable upon exercise
of the Warrants remains "current" within the meaning of Section 10(a)(3) of
the Securities Act. There can be no assurance that the Company will file
post-effective amendments to the Registration Statement or a new registration
statement in order to keep the prospectus current. See "Description of
Securities -- Warrants."

<PAGE>

SELLING SECURITYHOLDERS

The table below sets forth, with respect to each Selling Securityholder,
based upon information available to the Company as of June 1, 1998, the number
of shares of Common Stock beneficially owned and the number of Warrants to be
sold. None of the Selling Securityholders has been an officer, director or
affiliate of the Company during the preceding three years. Except as stated
below, each of the Selling Stockholders acquired the Warrants offered hereby in
exchange for common stock purchase warrants (the "Bridge Warrants") sold in a
bridge financing of completed by the Company in December 1996 (the "Bridge
Financing"). Each Unit consisted of the Company's 8% promissory notes in the
principal amount of $25,000 and Bridge Warrants to purchase 62,500 shares of
Common Stock. The following table assumes that each of the Selling
Securityholders will sell all Warrants offered by this Prospectus; however,
there can be no assurance that the Selling Securityholders will sell any or all
of the Warrants.

<PAGE>

Amount and Warrants
Nature of Beneficial to be
Name Ownership (1) Sold
--------------------- -------------------- ------------------

Leonard N. Tarr ..... 40,436(2) 656,250(3)
Norben Imports ..... 0 500,000(4)
Corp. Profit Sharing Plan
Wilfred Bonilla ..... 0 250,000(4)
Martin Rosenman .... 0 125,000
David A. Clanton .... 0 62,500
Robert A. Dubofsky .. 0 62,500
Richard D. Siegel ... 0 31,250
WBM Associates ...... 0 31,250
Richard Gershman .... 0 31,250(4)

- ------
(1) Since the Warrants are not exercisable until April 24, 1999, shares
issuable upon exercise of the Warrants have not been included.

(2) Includes 33,436 shares issuable upon exercise of presently exercisable
options granted to Mr. Tarr, who through an affiliated entity obtained debt
financing for the Company in 1995. Consequently, Mr. Tarr is deemed to be
the beneficial owner of 1.3% of the Common Stock.

(3) Includes Warrants to purchase 531,250 shares of Common Stock registered in
the name of the Leonard N. Tarr P.C. Trust No. 1, of which Mr. Tarr is the
trustee and beneficiary.

(4) These Warrants were acquired from an investor in the Bridge Financing.

<PAGE>

PLAN OF DISTRIBUTION

Selling Securityholders may sell the Warrants offered hereby from time to
time directly to purchasers, or through broker-dealers who may receive
compensation in the form of commissions or discounts from the Selling
Securityholders or purchasers. Sales of Warrants may be effected by
broker-dealers in ordinary brokerage transactions or block transactions on The
Nasdaq SmallCap Market, through sales to one or more dealers who may resell as
principals, in privately negotiated transactions or otherwise, at the market
price prevailing at the time of sale, a price related to such prevailing market
price or at a negotiated price. Usual and customary or specifically negotiated
brokerage fees may be paid by the Selling Securityholders in connection
therewith. To the Company's knowledge, none of the Selling Securityholders has
entered into any underwriting arrangements for the sale of the Warrants offered
hereby.

The Selling Securityholders may be deemed to be "underwriters" within the
meaning of the Securities Act and any profits realized by them may be deemed to
be underwriting commissions. Any broker-dealers that participate in the
distribution of the Warrants also may be deemed to be "underwriters", as defined
in the Securities Act, and any commissions or discounts paid to them, or any
profits realized by them upon the resale of any securities purchased by them as
principals, may be deemed to be underwriting commissions or discounts under the
Securities Act. The sale of the Warrants by the Selling Securityholders is
subject to the prospectus delivery and other requirements of the Securities Act.

All costs, expenses and fees in connection with the registration of the
Warrants offered by the Selling Securityholders will be borne by the Company.
The Selling Securityholders are responsible for the payment of brokerage
commissions and discounts incurred in connection with the sale of their
Warrants. The Company has agreed to indemnify the Selling Securityholders
against certain liabilities, including liabilities under the Securities Act.

Under the Exchange Act and the regulations thereunder, any person engaged in
a distribution of the Warrants offered hereby may not simultaneously engage in
market-making activities with respect to the Warrants or Common Stock during the
applicable "cooling off" period prescribed by Rule 101 of Regulation M prior to
the commencement of such distribution. In addition, and without limiting the
foregoing, the Selling Securityholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder including, without
limitation, Rule 102 of Regulation M, which provisions may limit the timing of
purchases and sales of Warrants and Common Stock by the Selling Securityholders.

To the extent required, the Company will use its best efforts to file, during
any period in which offers or sales of Warrants are being made by or on behalf
of the Selling Securityholders, one or more amendments or supplements to this
Prospectus which describe any material information with respect to the plan of
distribution not previously disclosed herein, including the name or names of any
underwriters, broker-dealers or agents, if any, the purchase price paid by any
underwriter for Warrants purchased from a Selling Securityholder, and any
discounts, commissions or concessions allowed or reallowed or paid to
broker-dealers.

<PAGE>

DESCRIPTION OF WARRANTS

As of June 30, 1998, there were outstanding Warrants to purchase an
aggregate of 4,487,500 shares of Common Stock. An additional 225,000 Warrants
are issuable upon exercise of the Underwriters' Warrants. Each Warrant
entitles the registered holder thereof to purchase one share of Common Stock
at $4.50 per share (subject to adjustment as described below) commencing April
24, 1999 and ending April 23, 2002 (the "Exercise Period"). The exercise price
and the number of shares of Common Stock issuable upon the exercise of each
Warrant are subject to adjustment in the event of a stock split, stock
dividend, recapitalization, merger, consolidation or certain other events. The
Warrants may be redeemed by the Company, at a price of $.05 per Warrant, upon
not less than 30 days prior written notice at any time during the Exercise
Period, provided the average of the closing bid quotations of the Common Stock
during the period of twenty (20) consecutive trading days ending on the third
day prior to the date upon which notice of redemption is given, as reported on
The Nasdaq SmallCap Market (or if the Common Stock is not quoted thereon, the
closing sale price of the Common Stock on the Nasdaq National Market or other
principal securities exchange upon which the Common Stock is then quoted or
listed, or such other reporting system that provides closing sale prices for
the Common Stock), has been at least $8.00 per share. The Warrants are
exercisable until the close of business on the day immediately preceding the
date fixed for the redemption of the Warrants in the notice of redemption.

LEGAL MATTERS

The validity of the securities offered hereby has been passed
upon for the Company by Snow Becker Krauss P.C., 605 Third Avenue, New York, New
York 10158-0125.

EXPERTS

The consolidated balance sheet as of December 31, 1997 and the
consolidated statements of operations, stockholders' equity, and cash flows for
each of the two years in the period ended December 31, 1997 incorporated by
reference in this registration statement, have been incorporated herein in
reliance on the report, which includes an explanatory paragraph discussing
substantial doubt about the Company's ability to continue as a going concern, of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Set forth below are the estimated expenses which will be paid by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby.

Printing expenses (other than stock certificates) ......... $5,000
Legal fees and expenses ............. 5,000
Miscellaneous ............................................. 2,500
-------
Total .................................................... $12,500
=======

Item 15. Indemnification of Directors and Officers

Article 6 of the Registrant's Restated Certificate of Incorporation, in
accordance with Section 145 of the DGCL, provides that directors and officers
shall be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action")
if they acted in good faith and in a manner they 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 their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
an action. Moreover, the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.

Article 6 of the Registrant's Restated Certificate of Incorporation further
provides that directors and officers are entitled to be paid by the Registrant
the expenses incurred in defending the proceedings specified above in advance of
their final disposition, provided that such payment will only be made upon
delivery to the Registrant by the indemnified party of an undertaking to repay
all amounts so advanced if it is ultimately determined that the person receiving
such payments is not entitled to be indemnified.

Article 6 of the Registrant's Restated Certificate of Incorporation provides
that a person indemnified under Article 6 of the Certificate of Incorporation
may contest any determination that a director, officer, employee or agent has
not met the applicable standard of conduct set forth in the Restated Certificate
of Incorporation by petitioning a court of competent jurisdiction.

Article 6 of the Registrant's Restated Certificate of Incorporation provides
that the right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in the
Article will not be exclusive of any other right which any person may have or
acquire under the Restated Certificate of Incorporation, or any statute or
agreement, or otherwise. Finally, Article 6 of the Registrant's Restated
Certificate of Incorporation provides that the Registrant may maintain
insurance, at its expense, to reimburse itself and directors and officers of the
Registrant and of its direct and indirect subsidiaries against

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<PAGE>

any expense, liability or loss, whether or not the Registrant would have the
power to indemnify such persons against such expense, liability or loss under
the provisions of Article 6 of the Restated Certificate of Incorporation. The
Registrant has applied for such insurance, and expects to have such insurance in
effect on the date this Registration Statement is declared effective by the
Commission.

Article 7 of the Registrant's Restated Certificate of Incorporation
eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of their
fiduciary duties as a director to the fullest extent provided by Delaware law.
Section 102(b)(7) of the DGCL provides for the elimination off such personal
liability, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant 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 the DGCL or (iv) for any transaction from which
the director derived any improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

Item 16. Exhibits

4.1* Agreement and Plan of Merger dated as of October 7, 1996
between the Registrant and
UNIVEC, Inc., a New York corporation.
4.2* Form of warrants between the Registrant and the underwriters
of the Registrant's initial public offering.
4.3* Form of Warrant Agreement.
4.4* Specimen Common Stock Certificate.
4.5* Specimen Warrant Certificate (included as Exhibit A to
Exhibit 4.3 herein).
4.8* Registration Rights Agreement.
4.9* Form of Lock-up Agreement.
5.1* Opinion of Snow Becker Krauss P.C., counsel to the Company.
23.1* Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1
to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP, independent certified
public accountants, is included
in Part II of this post-effective amendment to the
Registration Statement.
24.1* Power of Attorney (included on the signature page of the
Registration Statement, as originally filed).

- ------
* Previously filed

Item 17. Undertakings

(a) Rule 415 Offering

The undersigned small business issuer hereby undertakes that it will:

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(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act.

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registrant statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

(iii) Include any additional or changed material information
on the plan of distribution.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement relating to the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering thereof.

(3) Remove from registration by means of a post-effective amendment any of
the securities that remain unsold at the termination of the offering.

(e) Request for Acceleration of Effective Date.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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 small business issuer of
the expenses incurred or paid by a director, officer, or controlling person of
the small business issuer 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 small business issuer 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.

(g) Transactions with or by Selling Security Holders; Lock-Up Periods.

The undersigned small business issuer hereby undertakes:

(1) To file a post-effective amendment to this Registration Statement in
the event that there is a change in the plans, proposals, agreements,
arrangements or understandings, if any, with respect to transactions with or by
Selling Security Holders or plans to waive or shorten the lock-up periods
applicable to such Selling Security Holders from those set forth in the
Registration Statement; and

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<PAGE>

(2) In the event that all or a part of the Selling Security Holders are
released by the Underwriter from their respective lock-up agreements, to file
(i) a post-effective amendment to this Registration Statement if more than 10%
of the Selling Security Holders' securities are proposed to be released and (ii)
a sticker prospectus supplement if between 5% and 10% of the Selling Security
Holders' securities are proposed to be released.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirement for filing on Form S-3 and has duly caused this post-effective
amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Garden City, in the State
of New York, on July 17, 1998.

UNIVEC, INC.

By: /s/ Joel Schoenfeld
---------------------
Joel Schoenfeld
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer and
Principal Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed on July 17, 1998 by
the following persons in the capacities indicated.

/s/ Joel Schoenfeld Chairman of the Board, Chief
- ----------------------------- Executive Officer and a Director
Joel Schoenfeld (Principal Executive Officer and
Principal Accounting Officer)

* Director
- -----------------------------
Alan H. Gold

*
- ----------------------------- Director
John Frank

*
- ----------------------------- Director
Richard Lerner

- ----------------------------- Director
David Jay

*By: /s/ Joel Schoenfeld
- -----------------------------
Joel Schoenfeld
(Attorney-In-Fact)

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<PAGE>

EXHIBIT INDEX

23.2 Consent of PricewaterhouseCoopers LLP, independent certified public
accountants, is included in Part II of post-effective amendment to
the this Registration Statement.

24.1* Power of Attorney (included on the signature page of Registration
Statement as originally filed).

- ------
* Previously filed

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<PAGE>
Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post effective amendment
No. 2 on Form S-3 to the registration statement on Form SB-2 (File No.
333-20187) of our report, which includes an explanatory paragraph regarding
the Company's ability to continue as a going concern, dated March 18, 1998, on
our audits of the financial statements of Univec, Inc. as of December 31, 1997
and for the years ended December 31, 1997 and 1996. We also consent to the
reference to our firm under the caption "Experts."

PricewaterhouseCoopers LLP

Melville, New York
July 17, 1998