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As filed with the Securities and Exchange Commission on February 11, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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UNIVEC, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3163455
- ---------------------------- -------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
22 Dubon Court
Farmingdale, New York, New York, 11735
Telephone: (516) 777-2000
Telecopier: (516) 777-2786
(Address, including zip code, and telephone number,
including area code of Principal Executive Offices)
--------------------------------------------
Joel Schoenfeld
Chairman of the Board and Chief Executive Officer
UNIVEC, Inc.
22 Dubon Court
Farmingdale, New York, New York, 11735
Telephone: (516) 777-2000
Telecopier: (516) 777-2786
(Name, address, including zip code, and telephone number,
including area code 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 Commencement of Proposed Sale to Public: As soon as
practical after this Registration Statement becomes effective.
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 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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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. [ ]
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Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Each Class Maximum Maximum
of Securities Amount to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered Share(1) Price(1) Registration Fee
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value,.......... 37,500(2) $1.0625 (4) $39,843.75 $11.07
Common Stock,
$.001 par value,.......... 312,500(3) $1.0625 (4) $332,031.25 $92.30
Common Stock,
$.001 par value,..........2,187,500(5) $ .41 (6) $896,875.00 $249.33
Common Stock,
$.001 par value,..........5,463,273(7) $ .41 (6) $2,239,941.93 $622.70
Common Stock,
$.001 par value,.......... 25,000(8) $ .41 (6) $10,250.00 $2.85
Common Stock,
$.001 par value,.......... 44,444(9) $ .41 (6) $18,222.04 $5.07
Common Stock,
$.001 par value,.......... 250,000(10) $ .41 (6) $102,500.00 $28.50
Common Stock,
$.001 par value, ......... 500,000(11) $ .41 (6) $205,000.00 $56.99
Common Stock,
$.001 par value, ......... 416,666(12) $ .75 (13) $312,499.50 $82.50
Common Stock,
$.001 par value, ......... 223,600(14) $ .75 (13) $167,700.00 $44.27
Common Stock,
$.001 par value, ......... 50,000(15) $ .75 (13) $37,500.00 $ 9.90
Common Stock,
$.001 par value, ......... 360,000(16) $ .75 (13) $270,000.00 $71.28
- ---------------------------------------------------------------------------------------------------------------
Total Registration Fee........
$1,219.74 (17)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 promulgated under the
Securities Act of 1933.
(2) Represents 37,500 shares issuable upon exercise of Common
Stock Purchase Warrants registered for sale by the selling
securityholders named herein.
(3) Represents 312,500 shares issuable upon conversion of 250
shares of Series C 5% Convertible Preferred Stock owned by
the selling securityholders assuming a conversion price of
$.80 per share.
(4) Estimated in accordance with Rule 457(c) on the basis of the
average of the high and low sales prices for a share of
Common Stock on the Nasdaq SmallCap Market on March 9, 1999.
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(5) Represents the additional shares issuable upon conversion of
250 shares of Series C 5% Convertible Preferred Stock owned
by the selling securityholders assuming a conversion price of
$.10 per share. These 2,187,500 shares are in addition to the
312,500 shares included in this registration statement
issuable upon conversion of the 250 shares of Series C 5%
Convertible Preferred Stock owned by the selling
securityholders assuming a conversion price of $.80 per
share.
(6) Estimated in accordance with Rule 457(c) on the basis of the
closing sales price for a share of Common Stock on the
Over-the Counter Electronic Bulletin Board on November 8,
1999.
(7) Represents the additional shares issuable upon conversion of
612 shares of Series B 5% Convertible Preferred Stock owned
by the selling securityholders assuming a conversion price of
$.10 per share. These 5,463,273 shares are in addition to the
shares of common stock issuable upon conversion of shares of
Series B preferred stock owned by the selling securityholders
assuming a conversion price of $.80 per share, which shares
are included in Registration No. 333-62261 declared effective
by the Securities and Exchange Commission December 11, 1998.
See Explanatory Note on the facing page of this Amendment No.
3 to Registration Statement on Form S-3.
(8) Represents shares issuable upon exercise of warrants issued
to a registered broker-dealer in connection with the issuance
and sale by Univec in a private placement in July 1998 of 750
shares of Series B 5% Convertible Preferred Stock and
warrants to purchase 112,500 shares of common stock.
(9) Represents shares issued by Univec to certain of the selling
stockholders in connection with the issuance and sale of the
Series C 5% Convertible Preferred Stock and the warrants to
purchase 37,500 shares of common stock.
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(10) Consists of shares of common stock issuable upon exercise of
options issued in connection with payment of fees for legal
services.
(11) Consists of shares of common stock issuable upon exercise of
options granted under the Registrant's 1996 Stock Option
Plan.
(12) Represents shares issued in satisfaction of a portion of
accrued salaries.
(13) Estimated in accordance with Rule 457(c) on the basis of the
closing sales price for a share of Common Stock on the
Over-the Counter Electronic Bulletin Board on January 31,
2000.
(14) Represents shares issued in satisfaction of indebtedness.
(15) Consists of shares of common stock issued in payment for
services rendered.
(16) Consists of shares of issued in payment for the purchase
price of equipment.
(17) Of the $1,219.74 total Registration Fee, $103.37 was paid on
March 10, 1999, $908.45 was paid in November 12, 1999 and
$207.92 was paid on February 3, 2000.
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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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
In accordance with Rule 429, the prospectus included in this
Registration Statement also relates to the offering of securities included in
Registration Statement No. 333-66261, declared effective December 11, 1998.
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EXPLANATORY NOTE
In accordance with Rule 429, the prospectus included in this Amendment
No. 4 to Registration Statement on Form S-3 relates to the offering of
10,639,710 shares of common stock, of which 9,870,483 shares are included in
this Registration Statement and 769,227 are included in Registration Statement
333-66261, declared effective by the Securities and Exchange Commission December
11, 1998. Registration Statement No. 333-66261, at the time it was declared
effective, covered 1,050,000 shares of common stock, of which 280,773 shares
have been sold prior to the effective date of this Amendment No. 4 to
Registration Statement on Form S-3.
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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.
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2000
UNIVEC, INC.
10,639,710 Shares of Common Stock
The selling securityholders are offering to the public up to 10,639,710
shares of common stock. The selling securityholders can acquire up to 9,545,000
of these shares upon conversion of our series B and series C 5% convertible
preferred stock, as payment of dividends on the series B and series C preferred
stock and upon exercise of warrants and options to purchase common stock issued
by us.
The selling securityholders may sell common stock directly or through
broker-dealers who will receive commissions or discounts. Sales of common stock
made by broker-dealers may be ordinary brokerage transactions or block
transactions on or off the NASD's over-the-counter electronic bulletin board.
Sales may also be made through one or more dealers who may resell as principals,
in privately negotiated transactions or otherwise, at the prevailing market
price, a price related to the prevailing market price or at a negotiated price.
The common stock is quoted on the NASD's over-the-counter electronic
bulletin board under the trading symbol "UNVC."
Univec will not receive any proceeds from the sale of common stock by
the selling securityholders, but Univec will receive the proceeds from the
exercise of options and warrants to purchase shares of common stock being
offered by the selling securityholders.
The common stock is a speculative investment and involves a high degree
of risk. You should read the description of certain risks under the caption
"Risk Factors" commencing on page 3 before purchasing the common stock.
Our executive offices are at 22 Dubon Court, Farmingdale, New York
11735, and our telephone number is 516-777-2000
These securities have not been approved or disapproved by the SEC or
any state securities commission nor has the SEC or any state securities
commission passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
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The date of this Prospectus is February __, 2000.
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Table of Contents
Page
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Risk Factors............................................................... 3
Forward Looking Statements................................................. 9
Use of Proceeds............................................................ 9
Where You Can Find Additional Information.................................. 9
Information About Univec................................................... 11
Selling securityholders.................................................... 14
Plan of Distribution....................................................... 17
Description of Securities.................................................. 18
Legal Matters.............................................................. 21
Experts.................................................................... 21
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This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
-----------------
This Prospectus does not constitute an offer to sell or to a solicitation of any
offer to buy from any person in any state in which any such offer or
solicitation would be unlawful.
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RISK FACTORS
Before you invest in our common stock, you should be aware that there
are various risks, including those described below. You should consider
carefully these risk factors together with all other information included in
this prospectus, including the documents that we incorporate by reference,
before you decide to purchase shares of common stock.
We have a history of operating losses and these losses may continue.
We have incurred losses since the inception of the company. We incurred
a net loss of $1,897,206 for the fiscal year ended December 31, 1998 and a net
loss of $1,172,453 for the fiscal year ended December 31, 1997. We incurred a
net loss of $1,311,686 for the nine months ended September 30, 1999. As a result
of continuing losses our accumulated deficit was $5,301,536 at September 30,
1999. We expect to continue to incur operating losses until such time, if ever,
as we derive significant increases in revenues from the sale of our locking clip
syringes and other products we may develop.
We need additional financing or we may not be able to continue our operations.
We need additional financing to continue our operations and we must
raise funds through the sale of our securities or by other means. If funds are
not available in adequate amounts, we will be forced to curtail our operations
or seek protection from our creditors under the bankruptcy laws, which could
have an adverse effect on our stockholders.
We may not realize revenues from licensing our patents and technology.
If we are unable to realize revenue from licensing our patents and
technologies, we will be dependent on our manufacturing operations which have
not been profitable to date and our stockholders would be adversely affected.
About 74% of our sales in 1999 were made to only two customers.
Two customers each accounted for approximately 37% of our revenues
during 1999. Together they accounted for about 74% of revenues. If either one or
both of these customers stopped purchasing our locking clip syringes in
substantial quantities our business, financial condition and results of
operations could be materially adversely affected.
We are dependent on outside contract manufacturers and we could be affected by
interruptions to production.
We depend on several outside contract manufacturers to produce and
assemble our 1cc locking clip syringes. We have a contract with West
Pharmaceutical Services to manufacture up to 100,000,000 plungers and another
supply contract with a Portuguese manufacturer with an annual capacity of
75,000,000 units. The Portuguese manufacturer also manufactures syringe barrels
and assembles and packages completed 1cc locking clip syringes for us. In
addition, we have arrangements with three other foreign syringe manufacturers,
with a capacity of 100,000,000 units annually, to assemble and package completed
1cc locking clip syringes from proprietary plunger/clip assemblies manufactured
for us by West or the Portuguese
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manufacturer. The failure of one or more of our outside manufacturers or
assemblers to produce components or to assemble completed 1cc locking clip
syringes on a timely basis could have a materially adverse effect on our
business.
We also produce our plunger/clip assemblies and the completed 1cc
locking clip syringe at our own production facility in Farmingdale, New York.
The Farmingdale facility has an annual capacity of approximately 25,000,000
completed units and can also manufacture the proprietary 1cc plunger/clip for
assembly into completed units by our contract manufacturers. We intend, however,
to rely primarily on our outside manufacturers as a regular source of supply,
since the Farmingdale facility has higher unit costs which could adversely
affect our business.
We only manufacture a 1cc syringe and unless we expand our product base we may
remain dependent on a limited number of customers.
We are developing a 3cc, non-aspirating, locking clip syringe and other
size syringes for hospitals and health clinics. Hospitals and health clinics use
more 3cc and other size syringes than 1cc syringes, and may not be willing to
purchase our 1cc locking clip syringes until such time as we are also able to
offer other size syringes. Until we develop 3cc and other size syringes we may
continue to be dependent on a small number of customers, principally
international relief agencies, who use 1cc syringes.
We may not be able to comply with the FDA'a Quality System and Good Manufactring
Practices.
Our manufacturing facility in New York is registered with the FDA and
with certain state agencies, and we must maintain extensive records, report any
adverse experiences on the use of our products and submit to periodic audits and
inspections by the FDA and certain state agencies. The Food, Drug, and Cosmetic
Act also requires devices to be manufactured in accordance with the quality
system regulation, which sets forth good manufacturing practices requirements.
We believe we are in compliance with FDA requirements, but our facility has not
as yet been subject to an FDA audit or inspection. If we are found not to be in
compliance the FDA can impose penalties, enforcement procedures and compliance
requirements which could be costly and could require us to discontinue the
manufacture and/or the marketing of our products in the United States until any
deficiencies are corrected.
We may not be able to obtain regulatory approvals needed to sell our products in
foreign markets.
Many countries impose product standards, packaging requirements, labeling
requirements and import restrictions on devices. Foreign regulatory clearances
required for our products vary from country to country, may be unpredictable and
may impose substantial additional costs and burdens. Compliance with disparate
foreign requirements could impose additional costs on us and the failure of our
products to obtain required approvals in one or more foreign jurisdictions could
limit the market for our products and could have a material adverse effect on
our business.
Our ability to protect our patents and defend against claims of infringing the
rights of others may be affected by our limited financial resources.
We hold three United States patents, including a patent for our locking
clip, a key component of our principal products, and we intend to seek United
States and appropriate foreign patent protection for patentable technology we
develop or acquire.
We cannot give you any assurance that our three existing United States
patents or
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patents that may be issued to us in the future will not be challenged,
invalidated or circumvented in the future or that the rights granted under these
patents will provide a competitive advantage.
Litigation alleging infringement claims against us (with or without
merit), or instituted by us to enforce patents owned by us or to determine the
enforceability, scope and validity of the rights of others, is costly and time
consuming. Because we have limited financial resources, we may be hampered in
our ability to protect our patents or to defend against claims of infringement
by others. If any relevant claims of third-party patents are upheld, we could be
prevented from manufacturing or selling our products or could be required to
obtain licenses from the patent owners of each patent, or to redesign our
products or processes to avoid infringement. Any of these developments could
have a materially adverse effect on our business, financial condition and
results of operations.
We are a small company and must compete with three large manufacturers who
control 98% of the worldwide syringe market.
Our principal competition is from manufacturers of traditional
disposable syringes. Becton-Dickinson, Sherwood and Terumo Medical Corporation
of Japan 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 we do. To our knowledge, only Becton-Dickinson and Bader &
Partner Medizintechnik GmbH, 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.
We cannot give you any assurance that the major syringe manufacturers or others
will not commence production of difficult to reuse syringes, or that we will be
able to successfully compete in this market.
We have limited products liability insurance and exposure to uninsured risks.
The manufacture and sale of medical products exposes us to the risk of
significant damages from product liability claims. Although we maintain product
liability insurance against product liability claims in the amount of $5 million
per occurrence and $5 million in the aggregate, we cannot give you any assurance
that the coverage limits of our insurance policies will be adequate, or that we
will continue to be able to maintain such insurance coverage at an acceptable
cost. In addition, any successful claim against us in an amount exceeding our
insurance coverage could have a materially adverse effect on our business,
financial condition or results of operations. Furthermore, we have no recall
insurance for foreign countries or the United States. We intend to apply for
product recall insurance primarily for the United States market. However, we
cannot give you any assurance there that such coverage can be obtained at
acceptable cost.
We are dependent on the services of the chairman of our board of directors.
We are dependent on the experience, abilities and continued services of
Joel Schoenfeld, who was elected chairman of our board of directors when he
resigned as our chief executive officer effective November 30, 1999. Mr.
Schoenfeld's services as chairman of the board of directors and as our employee
continue to be avaiable to us. Mr. Schoenfeld is the subject of a Federal Grand
Jury Indictment alleging misrepresentation with four other persons in a
commercial transaction in 1991 unrelated to our business. We believe that Mr.
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Schoenfeld did nothing improper and will be exonerated, but there can be no
assurance that the indictment will not result in the loss of Mr. Schoenfeld's
services. The loss of the services of Joel Schoenfeld for any reason would have
a materially adverse effect on our business and operations.
Our common stock has recently been de-listed from the Nasdaq SmallCap Market.
Our common stock was de-listed from The Nasdaq SmallCap Market
effective the close of business on June 30, 1999. Trading in our common stock
has been volatile since that time and the closing sale price for our common
stock which was $1.15625 per share on June 30, 1999 has been as low as $.1875
per share on several occasions. The closing price for our common stock on
January 31, 2000 was $.75 per share.
Trading in our common stock and redeemable warrants is now being
conducted in the over-the-counter market on the NASD's "Electronic Bulletin
Board," rather than the NASDAQ SmallCap Market, and consequently an investor
could find it more difficult to dispose of, or to obtain accurate quotations as
to the price of, our securities.
The market price for our common stock has been highly volatile.
The market price of our common stock has been highly volatile. Our
operating results, the recent de-listing of our securities from the Nasdaq
SmallCap Market and the large number of shares issuable upon exercise of
outstanding options and warrants and conversion of convertible securities have
impacted the market price of our securities to a significant degree. We cannot
give you any assurance that the market price of the common stock will not
experience significant fluctuations or further declines.
Future sales of a shares by our current stockholders, or the possibility of such
sales, may have an adverse effect on the market price of our stock and impair
our ability to raise capital through an offering of equity securities in the
future.
We have 4,698,919 shares of common stock outstanding as of January 31,
2001, of which
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- 2,398,944 shares of common stock are transferable without
restriction under the Securities Act
- 2,299,975 shares may be publicly sold if registered under the
Securities Act or in accordance with an applicable exemption
from registration, such as Rule 144.
Under Rule 144 a person who has owned restricted securities for at least one
year is generally entitled to sell (together with any person with whom the
person 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 ours for at least three months and who has owned
restricted securities for at least two years is entitled to sell shares under
Rule 144 without limitation.
Of the restricted securities,
- 1,094,710 outstanding restricted shares are being offered by
this prospectus and will be freely
transferable upon completion of the offering
- approximately 51,283 shares have been owned by non-affiliates
for more than two years and may be sold without restriction
under Rule 144
- an additional 1,143,982 shares are owned by affiliates and
others for more than one year and may be sold subject to the
volume and other limitations of Rule 144.
Conversion of our series B and series C Preferred Stock and subsequent public
sale of our common stock while its market price is declining may result in
further decreases in its price.
This prospectus covers the offering of a substantial number of shares of
common stock that may be issued upon conversion of our series B and series C
preferred stock. Since the preferred stock is convertible at a price that
represents a discount to the market price for the common stock, the number of
common shares issuable upon conversion of the preferred can increase without
limit if the market price for the common stock falls. Due to the decline in the
price of our common stock since it was de-listed from the Nasdaq SmallCap
Marketplace on June 30, 1999, the number of shares issuable upon conversion of
the preferred has increased substantially. Any further decline in the market
price for our common stock would result in an additional substantial increase in
the number of shares of common stock issuable upon conversion of the preferred
stock.
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The conversion of the preferred stock at a conversion price
representing a discount to the market price and the subsequent sale of the
common stock acquired upon conversion during periods when the market price of
the common stock is declining, or the possibility of such conversions and sales,
may exacerbate the decline or impede increases in the market price of the common
stock.
Other issuances of common stock upon conversion of convertible securities and
upon exercise of warrants and stock options and subsequent public sale of our
common stock will result in substantial dilution to existing stockholders.
In addition to the shares which may be issued upon conversion of our
series B and series C preferred stock, we have the following shares of common
stock reserved for issuance:
- 5,484,310 shares upon exercise of options, including options
which may be granted in the future pursuant to our stock
option plans
- 5,969,629 shares upon exercise of outstanding warrants
- 392,878 shares upon exercise of the underwriters' warrants
- 460,440 shares upon conversion of our series A preferred
stock, and
- 1,483,858 shares in connection with private offerings of our
securities.
The number of shares issuable upon conversion of our series B and series C
preferred stock is indeterminate because there is no minimum conversion price.
If all the shares of series B and series C convertible preferred stock could
have been converted on January 31, 2000, the conversion price would have been
$.234375 per share of common stock and the conversion would have resulted in the
issuance of 3,677,867 shares of common stock, or approximately 78% of
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the outstanding shares before conversion. A lower conversion price would result
in the issuance of more shares and a higher conversion price would result in the
issuance of fewer shares upon conversion of the series B and series C preferred
stock.
The exercise of warrants or options or the conversion of convertible
securities and the sale of the underlying shares of common stock or the
possibility of the exercise, conversion or sale of these securities, including
shares under this prospectus, may have a depressive effect on the market price
of the common stock. The terms upon which we will be able to obtain additional
equity capital may be adversely affected since the holders of outstanding
warrants and options or convertible securities can be expected to exercise them,
to the extent they are able, at a time when we would, in all likelihood, be able
to obtain any needed capital on terms more favorable to us than those provided
in the warrants and options.
FORWARD LOOKING STATEMENTS
Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "believe," "intend," "anticipate,"
"estimate," "continue" or similar words. These statements discuss future
expectations, estimate the happening of future events or our financial condition
or state other "forward-looking" information. When considering such
forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus and the documents that we incorporate
by reference. The risk factors noted in this section and other factors noted
throughout this prospectus, including certain risks and uncertainties, could
cause our actual results to differ materially from those contained in any
forward-looking statement.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
securityholders, but we will receive any proceeds of the exercise of warrants
and options covering some of the shares of common stock offered by this
prospectus. Snow Becker Krauss P.C. has agreed that it will apply any gain from
the sale of the shares of common stock being offered by it in reduction of
Univec's indebtedness to that firm for legal services.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports, proxy statements and other information with the SEC.
You may read and copy any document we file at the Public Reference Room of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New
York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Please call 1-800-SEC 0330 for further information
concerning the Public Reference Room. Our filings also are available to the
public from the SEC's website at www.sec.gov. We distribute to our stockholders
annual reports containing audited financial statements.
We are 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. Any references to our company in this prospectus includes
UNIVEC, Inc., which merged with us on October 10, 1996, and Rx Ultra, Inc., our
wholly owned subsidiary.
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Information Incorporated by Reference
The SEC allows us to "incorporate by reference" the information we file
with it. The information incorporated by reference is considered to be part of
this prospectus, and information we file later with the SEC will automatically
update and supersede this information.
We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act until the offering is completed:
1. Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998, as amended.
2. Quarterly Report on Form 10-QSB for the fiscal quarter ended March
31, 1999.
3. Quarterly Report on Form 10-QSB for the fiscal quarter ended June
30, 1999.
4. Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 1999.
5. Current Report on Form 8-K (Date of Earliest Event Reported March
18, 1999).
6. Current Report on Form 8-K (Date of Earliest Event Reported March
22, 1999).
7. Current Report on Form 8-K (Date of Earliest Event Reported April
6, 1999).
8. Current Report on Form 8-K (Date of Earliest Event Reported July 2,
1999).
9. The description of the common stock and warrants contained in our
Registration Statement on Form 8-A (File No. 0-22413) under Section
12 of the Securities Exchange Act, including any amendments or
report updating that description.
You may request a copy of these filings, at no cost, by writing or calling us
at:
UNIVEC, INC.
22 Dubon Court
Farmingdale, New York 11735
Tel: (516) 777-2000
Fax: (516) 777-2786
Attn: Corporate Secretary
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INFORMATION ABOUT UNIVEC
At UNIVEC, Inc. we develop, assemble, license and market safety
hypodermic syringes designed to protect the healthcare worker and patient
against cross-infection. We also sell and intend to develop other hypodermic
devices. We are 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. Any references to our company in this prospectus include
UNIVEC, Inc., which merged with us on October 10, 1996, and Rx Ultra, Inc., our
wholly owned subsidiary.
In 1997, we commenced production and sales of our 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 and hepatitis viruses, as well as other
blood-borne pathogens. We have received 510(k) clearance from the U.S. Food and
Drug Administration to market our locking clip syringes in the United States.
We believe that our 1cc difficult to reuse syringes are more effective
than competitive syringes and that they are competitively priced. We also
believe that we are the only company that markets a difficult to reuse syringe
with a 1cc barrel, which is ideal for dispensing .05cc to .95cc dosages of
medicine for treatment of allergies, immunization and insulin medicines. It is
more difficult to deliver .05cc to .95cc dosages accurately with a syringe
barrel that is greater than 1cc. We do not know of any other company that offers
an aspirating syringe that can be locked. Healthcare workers need aspirating
syringes to mix medications in the syringe barrel and inject medications
intravenously. Furthermore, we believe that aspirating syringes are preferred by
diabetes patients and needle-exchange programs.
We rely primarily on several outside contract manufacturers for the
production and assembly of our 1cc locking clip syringes. We have a contract
with West Pharmaceutical Services to manufacture up to 100,000,000 plungers and
another supply contract with a Portuguese manufacturer with an annual capacity
of 75,000,000 units. The Portuguese manufacturer also manufacturers syringe
barrels and assembles and packages completed 1cc locking clip syringes for us.
In addition, we have arrangements with three other foreign syringe
manufacturers, with a capacity of 100,000,000 units annually, to assemble and
package completed 1cc locking clip syringes from proprietary plunger/clip
assemblies manufactured for us by West or the Portuguese manufacturer.
To augment production of outside manufacturers, we have commenced
production of our proprietary plunger/clip assemblies and the completed 1cc
locking clip syringe at our own production facility in Farmingdale, New York.
The Farmingdale facility has an annual capacity of approximately 25,000,000
completed units and can also manufacture the proprietary 1cc plunger/clip for
assembly into completed units by our contract manufacturers. We intend, however,
to rely primarily on our outside manufacturers as a regular source of supply,
since the Farmingdale facility has higher unit costs which could adversely
affect our business.
Our initial marketing efforts have been directed primarily to
international relief agencies, including the International Red Cross, UNICEF and
the World Health Organization, as well as to public hospitals and health
facilities in the Northeast. We also intend to market our locking clip syringes
to
X governments of developing countries,
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X private hospitals and health facilities in the Northeast, and
X distributors in the United States.
We also plan to license our patents and proprietary manufacturing
processes relating to our 1cc locking clip and other syringe designs. To
stimulate demand for our safety syringes, we plan to initiate promotional and
educational campaigns directed at
X public health officers and other government officials responsible
for public health policies,
X doctors and administrators of healthcare facilities responsible for
treatment of HIV-AIDS and hepatitis patients, and
X liability insurance companies. We plan to enter into arrangements
with independent sales agents and distributors in targeted markets.
Recent Developments
We continue to need additional financing to continue our operations.
Since the de-listing of our common stock from the NASDAQ SmallCap Market on June
30, 1999 our stock price has been highly volatile and has been as low as $.1875
per share on several occasions. On January 31, 2000, the closing price for our
stock was $.75 per share. The decline in our stock price and its volatility has
and will continue to hamper our efforts to raise equity capital. In addition,
any equity financing that may become available will be dilutive to existing
stockholders.
On October 4, 1999, we issued 120,000 shares or about 3.1% of our total
common stock outstanding upon conversion of outstanding series B preferred stock
with a stated value of $18,000. The conversion of our series B and series C
preferred stock and the subsequent sale of our common stock while its market
price is declining may result in further decreases in the price of our common
stock.
In September and October 1999 we also issued or agreed to issue options
to purchase a substantial number of shares:
X We issued ten year options to purchase 250,000 shares at $.15 per
share to a law firm.
X We granted options expiring in ten years to purchase 500,000 shares
at $.15 per share under our 1996 Stock Option Plan.
In November 1999,
- We granted Joel Schoenfeld, the chairman of our board
of directors and former chief executive officer, the
right to convert all or part of his claim of $203,063
for accrued compensation for 1998 and 1999 into a
maximum of 1,700,524 shares, representing a price of
$.12 per share. Joel Schoenfeld has exercised his
right to convert $50,000 of his compensation claim
into 416,666 shares.
- We granted Flora Schoenfeld, our Secretary and
Treasurer, the right to convert, at the same price of
$.12 per share, all or part of her claim for accrued
compensation of $24,000 during 1998 and 1999 into a
maximum of 200,000 shares.
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- We agreed to issue to John W. Frank, one of our
directors, 223,600 shares in satisfaction of a
$26,832 debt we owe him, which also represents a
price of $.12 per share.
In December 1999, we issued 150,000 shares of common stock to a
consultant in payment for services pursuant to a consulting agreement.
In addition, on December 8, 1999, Alexander Eisemann, Jr. asserted a
claim for compensation under an agreement with Univec dated September 16, 1999,
for 250,000 shares of Univec common stock and a monthly payment of $2,000 for 96
months. While we deny the merits of the claim, if Mr. Eisemann files a lawsuit
and is successful, the total number of shares outstanding could be increased by
250,000 shares.
The conversion of our preferred shares, the issuance of options to
purchase a substantial number of shares and the exercise of options and other
rights to acquire a substantial number of shares will dilute existing
stockholders and may have a depressive effect on the market price for our common
stock.
Management Changes. In November 1999, Mr. Schoenfeld resigned as chief
executive and was elected to the position of chairman of the board of directors.
Mr. Schoenfeld continues as our employee. Dr. Alan Gold succeeded Mr. Schoenfeld
as chief executive officer. Both Mr. Schoenfeld and Dr. Gold remain directors.
Also in November 1999, Dr. Andrew D. Rosenberg, Vice Chairman, Department of
Anesthesiology, Hospital for Joint Diseases, Orthopaedic Institute was elected a
director. Mr. David Jay, who was previously a director, resigned for health
reasons.
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SELLING SECURITYHOLDERS
The table below sets forth the number of shares of common stock
beneficially owned as of January 31, 2000, by each selling securityholder, the
number of shares of common stock to be sold, and the number of shares of common
stock beneficially owned after the sale of the shares of common stock offered
hereby. The following table assumes that the selling securityholders will sell
all shares of common stock offered by this prospectus.
On January 31, 2000, we had 4,698,919 shares of common stock
outstanding. For purposes of computing the number and percentage of shares
beneficially owned by a selling security holder, any shares which such person
has the right to acquire within 60 days are deemed to be outstanding, but those
shares are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other selling securityholder.
The Shaar Fund Ltd., the principal selling security holder,
beneficially owns common stock because it owns 862 shares of series B and series
C preferred stock which are convertible into common stock and also owns warrants
to purchase 150,000 shares of common stock. The number of shares of common stock
shown in the table as owned beneficially by Shaar is 247,311 shares, or 5% of
the outstanding shares, because the preferred stock is not convertible into
common stock if and to the extent the conversion would result in the holder
being the beneficial owner of more than 5% of the outstanding common stock.
Apart from this 5% limitation, the number of shares of common stock
issuable upon conversion of the preferred stock is equal to
- the stated value of $1,000 per share of the preferred stock being
converted
divided by
- a conversion price per share equal to 75% of the average of the three
lowest closing bid prices for the common stock during the twenty
trading days before the conversion or, if less, $1.10 per share.
If preferred shares were converted on January 31, 2000, the conversion
price based on this formula would have been $.234375 per share, and the
preferred stock would have been convertible into 3,677,867 shares, or 78% of the
outstanding shares, if all the preferred stock could have been converted. Since
the actual conversion price can change and there is no minimum conversion price,
the amount of 8,770,000 shares of common stock to be sold by Shaar shown in the
table below represents 8,620,000 shares that would be issuable at an assumed
conversion price of $.10 per share plus 150,000 shares issuable upon exercise of
the warrants owned by Shaar. The actual number of shares acquired by Shaar upon
conversion of its 862 shares of preferred stock will depend on the applicable
conversion price at the time of the conversions. The Shaar Fund can sell a total
number of shares greater than 5% of the outstanding common stock by converting
preferred stock into common stock within the 5% limit and then selling the
common stock acquired before again converting the preferred stock.
The number of shares of common stock that would be issued on conversion
of all 862 shares of series B and series C preferred stock at the assumed
conversion price of $.10 per share exceeds the number of shares authorized but
unissued and not reserved for specific purposes. While we expect that members of
management would enter into lock-up agreements when required to not convert
options or warrants held by them into an excessive number of shares there can be
no assurance we would be able to obtain sufficient lock-ups.
Marla Manowitz and Randy Cohen are each offering 250,000 shares
issuable upon exercise of options granted to them in September 1999. The number
of shares beneficially owned by each of them shown in the table below includes
only the 50,000 shares issuable to each of them for which the options are or
will be exercisable within 60 days. They can sell all 250,000 shares subject to
their options by exercising the options after the options have become
exercisable for the full number of shares. The number of shares beneficially
owned by them before the offering also includes the shares owned by them which
are not being offered pursuant to this prospectus.
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<TABLE>
<CAPTION>
Shares of Common Stock Shares of Common
Beneficially Owned Shares of Common Stock Owned After
Name Before Offering Stock to Be Sold Offering
---- --------------- ---------------- --------
Number Percentage
------ ----------
<S> <C> <C> <C> <C>
The Shaar Fund Ltd. 247,311 5.00% 8,770,000 -0-
Citro Building,
Wickhams Cay,
P.O. Box 662,
Road Town, Tortola, B.V.I.
Joel and Flora Schoenfeld 5,296,612(1) 59.1% 416,666 (2) 4,879,946(54.3%)
c/o Univec, Inc.
22 Dubon Court
Farmingdale, NY 11735
John W. Frank 799,375 14.5% 223,600 575,775(10.5%)
74 Essex Road
Summit, New Jersey 07901
Richard Mintz
c/o Univec, Inc. 68,000 1.5% 50,000 18,000
22 Dubon Court
Farmingdale, NY 11735
The Malachi Group, Inc. 19,611(3) * 19,611 -0-
12 Piedmont Center, Suite 410
Atlanta, GA 30305
Peter Baxter 19,611(4) * 19,611 -0-
4815 Franklin Pond Rd.
Atlanta, GA 30342
Zazoff Associates 19,111(5) * 19,111 -0-
160 Littleton Road, #202
Parsipany, NJ 07054
The Progressive Group 11,111 * 11,111 -0-
4711 West Golf Road, Ste. 700
Skokie, Illinois 60076
Snow Becker Krauss P.C. 250,000(6) 5.1% 250,000 -0-
605 Third Avenue
New York, NY 10158
Marla Manowitz 60,600 1.3% 250,000 (7) 10,600
c/o Univec, Inc.
22 Dubon Court
Farmingdale, NY 11735
Randy Cohen 53,000 1.1% 250,000 (7) 3,000
c/o Univec, Inc.
22 Dubon Court
Farmingdale, NY 11735
Syrinter, Ltd. 360,000 7.6% 360,000 -0-
Haldenstrasse 58
8904 Aesch
Zurich, Switzerland
* Less than 1%. The only Selling Securityholders who will own 1% or more of the common stock after the offering are Joel
and Flora Schoenfeld (54.3%) and John W. Frank (10.5%). This assumes all shares offered will be sold.
</TABLE>
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<PAGE>
-------------
(1) Includes 1,483,858 shares of common stock issuable to Joel and Flora
Schoenfeld in satisfaction of compensation accrued during 1998 and 1999.
(2) Represents the shares of common stock issued to Joel Schoenfeld in
satisfaction of a portion of compensation accrued during 1998 and 1999.
(3) Includes 8,500 shares issuable upon exercise of presently exercisable
warrants.
(4) Includes 8,500 shares issuable upon exercise of presently exercisable
warrants.
(5) Includes 8,000 shares issuable upon exercise of presently exercisable
warrants.
(6) Represents shares of common stock issuable upon exercise of an option issued
in connection with payment of fees for legal services.
(7) Represents shares issuable upon exercise of options granted under Univec's
1996 Stock Option Plan.
None of the selling securityholders has been an officer, director or
affiliate of Univec or had any material relationship with Univec during the
preceding three years, except as follows:
The Shaar Fund Ltd. acquired 750 shares of series B preferred stock and
warrants expiring August 1, 2001, to purchase 112,500 shares of common stock at
$2.15 per share in connection with a private placement in July 1998 and acquired
in a private placement in February 1999, 250 shares of series C preferred stock,
convertible into common stock until February 8, 2001, and warrants expiring
February 8, 2002, to purchase 37,500 shares of common stock at $1.92 per share.
In connection with the February 1999 private placement the terms of the series B
preferred stock and the warrant sold in the July 1998 private placement were
amended to be substantially the same as the terms of the preferred stock and
warrants issued in the February 1999 private placement.
Joel Schoenfeld has served as a director of Univec for more than the
past three years and also served as chief executive officer for more than the
past three years until November 30, 1999. Mr. Schoenfeld's services continue to
be available to us as chairman of our board of directors and as an employee.
Flora Schoenfeld, Joel Schoenfeld's wife, has served as Secretary and Treasurer
of Univec for more than the past three years.
John W. Frank has served as a director of Univec for more than the past
three years.
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<PAGE>
Richard Mintz has served as a director of Univec since March 18, 1999,
and prior thereto since April, 1998, has served as a consultant to Univec.
We paid the Malachi Group, Inc., a registered broker-dealer, $36,250
and issued to them warrants to purchase 8,500 shares of common stock at $2.15
per share expiring August 1, 2001 for services rendered in connection with the
1998 private placement of 750 shares of series B preferred stock and related
warrants. Also in connection with the 1998 private placement, we paid Zazoff
Associates a finder's fee consisting of $35,000 and warrants to purchase 8,000
shares of our common stock at $2.15 per share expiring August 1, 2001 and we
issued to Peter Baxter identical warrants to purchase 8,500 shares of our common
stock. In connection with the 1999 private placement, we issued 11,111 shares of
our common stock to each of The Malachi Group, Inc., Peter Baxter, Zazof
Associates and The Progressive Group.
Snow Becker Krauss P.C. has served as Univec's regular outside counsel
during the past three years.
Marla Manowitz has served as Chief Financial Officer of Univec since
March 18, 1999 and as a director since April 30, 1999. Prior thereto since March
1998 she served as head of Univec's internal accounting department.
Randy Cohen has served as Univec's director of operations since June
1998. He is the son-in-law of Joel Schoenfeld, the chairman of our board of
directors.
Syrinter, Ltd. supplied Univec with manufacturing equipment used by
Univec's Portuguese contract manufacturer.
PLAN OF DISTRIBUTION
The selling securityholders may sell shares from time to time in public
transactions, on or off the NASD's electronic bulletin board, or private
transactions, at prevailing market prices or at privately negotiated prices.
They may sell their shares in the following types of transactions:
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction,
- purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; and
- face-to-face transactions between sellers and purchasers without a
broker-dealer.
To our knowledge, the selling securityholders have not entered into any
underwriting arrangements for the sale of the shares.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling securityholders in amounts to
be negotiated in connection with the sale. The selling securityholders and any
participating brokers or dealers may be considered "underwriters" within the
meaning of the Securities Act in connection with such sales and any commission,
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<PAGE>
discount or concession may be considered underwriting compensation. Any dealer
or broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including a prospectus supplement, if any, to
any person who purchases any of the shares from or through such dealer or
broker.
The shares have been registered pursuant to registration rights
granted to the selling securityholders. All costs for the registration will be
paid by us. Each selling securityholder must pay brokerage commissions and
discounts for the sale of its shares. We have agreed to indemnify the selling
securityholders against certain liabilities, including liabilities under the
Securities Act. The selling securityholders may agree to indemnify any agent,
dealer or broker-dealer participating in sales of the shares against certain
liabilities, including liabilities under the Securities Act. The selling
securityholders have agreed to indemnify us and our directors, officers and
controlling persons against certain liabilities related to the sale of the
shares, including liabilities under the Securities Act. Insofar as
indemnification for liabilities under the Securities Act may be permitted to our
directors, officers or controlling persons, in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
We have advised the selling securityholders that during such time as
they may be engaged in a distribution of the shares they are required to comply
with Regulation M under the Securities Exchange Act. With certain exceptions,
Regulation M precludes any selling securityholder, any affiliated purchasers and
any broker-dealer or other person who participates in a distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with its
distribution.
We will amend or supplement this prospectus to include any required
information about the offering, including the names of any underwriters,
broker-dealers or agents, and the compensation to be received by them.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 25,000,000 shares of common
stock, $0.001 par value per share, 2,500 shares of series A 8% cumulative
convertible preferred stock, $0.001 par value per share, 1,000 shares of series
B preferred stock, 1,000 shares of series C preferred stock and 4,995,500 shares
of "blank check" preferred stock, $0.001 par value per share. On January 31,
2000, 4,698,919 shares of common stock, 2,072 shares of series A preferred
stock, 612 shares of series B preferred stock and 250 shares of series C
preferred Stock were issued and outstanding.
The rights of the holders of our common stock and preferred stock are
established by our certificate of incorporation, the certificates of designation
for our series A, series B and series C preferred stock, our by laws and
Delaware law. The following discussion addresses the material terms of the
securities and governing laws.
Common Stock. Holders of the common stock are entitled to one vote per
share, and subject to the rights of holders of the preferred stock, to receive
dividends and to share in the assets of Univec available for distribution in the
event of a liquidation of Univec. The common stock is not entitled to any
preemptive rights.
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<PAGE>
Holders of common stock do not have cumulative voting rights, which
means that the holders of a majority of our shares of common stock may elect all
of the directors, and in that case the holders of the remaining shares will not
be able to elect any of our directors. Except as otherwise required by Delaware
law, all stockholder action, other than the election of directors by plurality
vote, is subject to approval by a majority of the shares of common stock present
at a stockholders' meeting at which a quorum, a majority of the issued and
outstanding shares of common stock, is present in person or by proxy, or by
written consent pursuant to Delaware law.
All shares of common stock outstanding are fully paid and
non-assessable, and the shares of common stock being offered are, or when
issued, will be fully paid and non-assessable.
The board of directors is authorized to issue additional shares of
common stock within the limits provided in our certificate of incorporation
without further stockholder action.
Preferred Stock. We are authorized to issue up to 5,000,000 shares of
"blank check" preferred stock with rights and preferences determined by our
board of directors. Accordingly, our board of directors can, without further
stockholder approval, issue preferred stock with dividend, liquidation,
conversion, voting or other rights senior to the common stock that could
adversely affect the rights of the holders of our common stock. The preferred
stock could be used as a method of discouraging, delaying or preventing a change
in control of Univec. No shares of preferred stock are outstanding, other than
2,072 shares of series A preferred stock, 612 shares of series B preferred stock
and 250 shares of series C preferred stock.
Series A Preferred Stock. 2,072 of the 2,500 authorized shares of
series A preferred stock are outstanding. The terms of the series A preferred
stock are as follows:
Dividend Rights. Holders of series A preferred stock are entitled to
receive, prior to the payment of cash dividends on the common stock, cumulative
dividends at the rate of $80 per share per annum when declared by our board of
directors, out of legally available funds. Dividends on the series A preferred
stock are payable in the discretion of the board of directors in cash or
additional shares of series A preferred stock (based upon the liquidation value
thereof). Unless all cumulative dividends on the series A preferred stock have
been paid, we may not
- pay dividends or make distributions on, or
- make any payment to purchase or redeem
any of our common stock or other capital stock junior to or in parity with the
series A preferred stock. We have agreed that we will not declare or pay any
cash dividends on the series A preferred stock without the prior written consent
of the underwriter for our initial public offering.
Redemption. The series A preferred stock is not subject to redemption.
Liquidation Rights. The holders of the series A preferred stock
are entitled to receive, upon any liquidation of Univec, $1,000 per share, plus
unpaid dividends after payment of creditors and senior securityholders. If the
assets of Univec are insufficient to make payment in full, the available assets
will be distributed to the holders of the series A preferred stock and any other
series of preferred stock which is in parity with the series A preferred stock,
ratably in proportion to the full amount to which each holder is entitled.
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<PAGE>
Conversion Rights. Each share of series A preferred stock is
convertible by the holder into 222.22 shares of common stock. The conversion
rate is subject to adjustment in the event of a stock split, stock dividend,
recapitalization, merger, consolidation or certain other events. Upon
conversion, no payment will be made for unpaid dividends on the series A
preferred stock.
Voting Rights. Holders of series A preferred stock have no voting
rights, except as may be required by law.
Series B and Series C Preferred Stock. 612 of the 1,000 authorized
shares of series B preferred stock and all 250 of the authorized shares of
series C preferred stock are outstanding. The material terms of the series B and
series C preferred stock are the same. The series B preferred stock and the
series C preferred stock rank equally as to dividends and upon liquidation and
rank senior to the common stock and the series A preferred stock. The terms of
the series B and series C preferred stock are as follows:
Dividend Rights. Holders of series B and series C preferred stock are
entitled to receive, prior to the payment of cash dividends on the common stock
or the series A preferred stock, cumulative dividends at the rate of $50 per
share per annum when declared by our board of directors, out of legally
available funds. Dividends on the series B and series C preferred stock are
payable, in the discretion of the board of directors, in cash or shares of
common stock (based upon the value thereof). Unless all cumulative dividends on
the series B and series C preferred stock have been paid, we may not
- pay dividends or make distributions on, or
- make any payment to purchase or redeem
any of our common stock or other capital stock junior to or in parity with the
series B and series C preferred stock.
Redemption. If the market price of the common stock does not exceed
130% of its closing bid price on July 27, 1998, Univec may redeem shares of
series B or series C preferred stock at a cash price of $1,350 per preferred
share plus all unpaid dividends.
Liquidation Rights. The holders of the series B and series C
preferred stock are entitled to receive, upon any liquidation of Univec, $1,000
per share, plus unpaid dividends after payment of creditors and senior
securityholders. If the assets of Univec are insufficient to make payment in
full, the available assets will be distributed to the holders of the series B
and series C preferred stock and any other series of preferred stock ranking on
a parity, ratably in proportion to the full amount to which each holder is
entitled.
Conversion Rights. Each share of series B and series C preferred stock
is convertible by the holder into the number of shares of common stock having
the value of $1,000, on the basis of the lower of (i) $1.10 per share and (ii) a
price equal to 75% of the average of the three lowest closing bid prices of the
common stock during the twenty trading day period before the conversion date.
The conversion rate is subject to adjustment in the event of a stock split,
stock dividend, recapitalization, merger, consolidation or certain other events.
Upon conversion, no payment or allowance will be made in respect of any accrued
but unpaid dividends on the series B or the series C preferred stock.
The series B and series C preferred stock must be converted by us at
the same conversion price on February 8, 2001, but without the approval of our
stockholders we may not convert the series B or the series C preferred stock if
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the shares of common stock issued or issuable on all conversions of the series B
or series C preferred stock and upon exercise of the related warrants would
exceed 19.99% of our outstanding common stock on February 8, 1999. If the series
B or series C preferred stock cannot be converted on February 8, 2001, we can
redeem the preferred stock for cash at a price equal to 135% of the stated value
of $1,000 per share of preferred stock or extend the mandatory conversion date
for a period of one year.
The holders of series B and series C preferred stock do not have the
right to convert and we are not obligated to convert series B or series C
preferred stock if a conversion would result in the preferred stockholder being
the beneficial owner of more than 5% of our outstanding shares of common stock
within the meaning of Section 13(d) of the Securities Exchange Act of 1934.
Voting Rights. Holders of series B and series C preferred stock have no
voting rights, except as may be required by law.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
us by Snow Becker Krauss P.C., 605 Third Avenue, New York, New York, 10158-0125.
Snow Becker Krauss P.C. owns beneficially 250,000 shares of our common stock
which are being offered by this prospectus.
EXPERTS
The consolidated balance sheet as of December 31, 1998, and the
consolidated statements of operations, stockholders' equity and cash flows for
each of the two years in the period ended December 31, 1998, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Most Horowitz & Company, LLP, independent certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses which will be paid by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby. With the exception of the SEC registration fee, all
amounts indicated are estimates.
SEC Registration fee........................................ $ 1,220
Printing expenses (other than stock certificates)........... $ 5,000
Legal fees and expenses..................................... $ 5,000
Miscellaneous............................................... $ 780
TOTAL....................................................... $12,000
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.
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<PAGE>
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 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.
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.
3.1* Restated Certificate of Incorporation of the Registrant.
3.2* By-laws of the Registrant, as amended.
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 between the Registrant and the
underwriters of the Registrant's initial public offering.
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 among the Registrant and the
holders of bridge warrants.
4.09** Certificate of Designation of Series B Preferred Stock.
4.10*** Certificate of Amendment of Certificate of Designation of
Series B Preferred Stock.
4.11** Form of Warrant Agreement dated July 27, 1998, between Company
and selling securityholder.
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<PAGE>
4.12*** Form of Amended and Restated Warrant Agreement, amending and
restating the Warrant Agreement dated July 27, 1998, between
the Company and the selling securityholder.
4.13** Registration Rights Agreement dated July 27, 1998, between
Company and selling securityholder.
4.14*** Registration Rights Agreement, dated February 8, 1999, between
the Company and the selling securityholder.
4.15*** Certificate of Designation of Series C Preferred Stock.
4.16*** Form of Warrant Agreement dated February 8, 1999, between the
Company and selling securityholder.
5.1*** Opinion of Snow Becker Krauss P.C., counsel to the Company.
23.1*** Consent of Snow Becker Krauss P.C. is included in Exhibit 5.1
to this Registration Statement.
23.2*** Consent of accountants.
24.1*** Power of Attorney dated March 9, 1999
- ---------------
* Incorporated by reference from the Registrant's Registration Statement
on Form SB-2 (File No. 333-20187) declared effective on April 24, 1997.
** Incorporated by reference from the Registrant's Registration Statement
on Form S-3 (File No. 333-62261) declared effective on December 11,
1999.
*** Previously filed.
Item 17. Undertakings.
(a) Rule 415 Offering
The undersigned small business issuer hereby undertakes that it will:
(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
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<PAGE>
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.
(b) 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.
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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 requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Farmingdale, State of New York, on February 10, 2000.
UNIVEC, INC.
<TABLE>
<CAPTION>
<S> <C>
By /s/ Alan H. Gold By /s/ Marla Manowitz
------------------------------------- ------------------------------------------
Alan H. Gold Marla Manowitz
Chief Executive Officer and Director Chief Financial Officer
(Principal Executive Officer) Principal Financial and Accounting Officer)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Alan H. Gold
- -----------------------------------------
Alan H. Gold
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Joel Schoenfeld
- -----------------------------------------
Joel Schoenfeld
Chairman of the Board of Directors and Director
/s/ Marla Manowitz
- ------------------------------------------
Marla Manowitz
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
John Frank*
- -----------------------------------------
John Frank
Director
Richard Mintz*
- -----------------------------------------
Richard Mintz
Director
- -----------------------------------------
Andrew D. Rosenberg
Director
*By: /s/ Joel Schoenfeld
------------------------------------
Joel Schoenfeld
(Attorney-In-Fact)
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