<PAGE>
As filed with the Securities and Exchange Commission on January 17, 2001
Registration No.333-74199
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 25049
-----
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVEC, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 3841 11-3163455
-------- ---- ----------
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)
22 Dubon Court
Farmingdale, New York 11735
Tel: (631) 777-2000
Fax: (631) 777-2786
(Address and telephone number of principal executive offices)
------
Joel Schoenfeld
Chairman of the Board and President
UNIVEC, Inc.
22 Dubon Court
Farmingdale, New York 11735
Tel: (631) 777-2000
Fax: (631) 777-2786
(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.
<PAGE>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
* * * * *
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
=================================================================================================================
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>
<PAGE>
(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.
(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 Post-Effective
Amendment No. 1 on Form S-2 to 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.
(10) Consists of shares of common stock issuable upon exercise of options
issued in connection with payment of fees for legal services.
<PAGE>
(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.
================================================================================
<PAGE>
EXPLANATORY NOTE
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 and
Registration Statement No. 333-20187, declared effective April 21, 1997.
<PAGE>
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION - DATED JANUARY 16, 2001
UNIVEC, INC.
6,349,710 Shares of Common Stock
The selling securityholders are offering to the public up to 6,349,710
shares of common stock. The selling securityholders can acquire up to 5,655,000
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 common stock is quoted on the NASD's over-the-counter electronic
bulletin board under the trading symbol "UNVC.OB."
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 631-777-2000
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.
-------------------
The date of this Prospectus is January 16, 2001.
-1-
<PAGE>
Table of Contents
Page
----
Risk Factors..................................................................3
Forward Looking Statements....................................................6
Use of Proceeds...............................................................6
Where You Can Find Additional Information.....................................7
Information About Univec......................................................8
Selling securityholders......................................................10
Plan of Distribution.........................................................15
Description of Securities....................................................16
Legal Matters................................................................20
Experts......................................................................20
-----------------
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.
-2-
<PAGE>
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 $1,158,942 for the fiscal year ended December 31, 1999, and a net
loss of $1,897,206 for the fiscal year ended December 31, 1998. We incurred a
net loss of $1,797,072 for the nine months ended September 30, 2000. As a result
of continuing losses our accumulated deficit was $6,945,864 at September 30,
2000. 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 sale of equipment and licencing technology.
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 continuing revenues from licensing our patents and
technology.
If we are unable to realize continuing 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 a Portuguese
manufacturer with an annual
-3-
<PAGE>
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 lcc locking clip syringes from proprietary plunger/clip
assemblies manufactured for us by the Portuguese 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's Quality System and Good
Manufacturing 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.
-4-
<PAGE>
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 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 approximately 90% of the worldwide syringe market.
Our principal competition is from manufacturers of traditional
disposable syringes. Becton-Dickinson, Tyco and Terumo Medical Corporation of
Japan control approximately 90%, 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
-5-
<PAGE>
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.
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 available 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.
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.
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
-6-
<PAGE>
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.
Information Incorporated by Reference
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus.
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, 1999, as amended.
2. Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2000.
3. Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 2000.
4. Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2000.
5. 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.
-7-
<PAGE>
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: (631) 777-2000
Fax: (631) 777-2786
Attn: Corporate Secretary
This prospectus is accompanied by a copy of the 10-KSB and the most recent
10-QSB.
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 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
-8-
<PAGE>
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 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
- governments of developing countries,
- private hospitals and health facilities in the Northeast, and
- 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
- public health officers and other government officials
responsible for public health policies,
- doctors and administrators of healthcare facilities
responsible for treatment of HIV-AIDS and hepatitis patients,
and
- liability insurance companies. We plan to enter into
arrangements with independent sales agents and distributors in
targeted markets.
-9-
<PAGE>
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 $.1562
per share on several occasions. On January 16, 2001, the closing price for our
stock was $.20 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.
Since December 31, 1999, we issued 1,020,147 shares of common stock
upon conversion of outstanding series B preferred stock with a stated value of
$385,000. 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 June 2000, the Board of Directors adopted the 2000 Stock Option Plan
(the "2000 Plan") which was subsequently ratified by the Company's Stockholders
on August 24, 2000 and allows the Company to grant stock options to purchase
2,250,000 shares of common stock. In June 2000, the Company issued options to
acquire an aggregate of 900,000 shares of common stock under the 2000 Plan,
exercisable at $.675 per share through June 2005, to three directors in
consideration of their guarantees of the Company's obligations under a finance
lease. The Company also issued options to acquire an aggregate of 100,000 shares
of common stock under the 2000 Plan to two officers, exercisable at $.675 per
share through June 2005.
On September 29, 2000 the Company filed a registration statement on
Form S-8 for the Company's 2000 Consultant Compensation Plan pursuant to which
the Company is authorized to issue an aggregate of one million (1,000,000)
shares of Common Stock, $.0001 par value per share, to compensate various
individuals for legal, consulting and other services rendered. The Company has
issued 411,680 shares of common stock to five consultants in payment for
services valued at $260,790.
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.
SELLING SECURITYHOLDERS
The table below sets forth the number of shares of common stock
beneficially owned as of January 16, 2001, 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
-10-
<PAGE>
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 16, 2001, we had 6,365,746 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 477 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 318,287 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 16, 2001, the conversion
price based on this formula would have been $.125 per share, and the
preferred stock would have been convertible into 3,816,000 shares, or 60% 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 4,920,000 shares of common stock to be sold by Shaar shown
in the table below represents 4,770,000 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 477 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.
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
-11-
<PAGE>
owned by each of them shown in the table below includes only the 100,000 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.
<TABLE>
<CAPTION>
Shares of Common Stock Shares of Shares of Common
Beneficially Owned Common Stock Stock Owned After
Name Before Offering to Be Sold Offering
----- --------------------------------------------------------------
Number Percentage
------ ----------
<S> <C> <C> <C> <C>
The Shaar Fund Ltd. 318,287 5.00% 4,920,000 -0-
Citro Building,
Wickhams Cay,
P.O. Box 662,
Road Town, Tortola, B.V.I
Joel and Flora Schoenfeld 7,526,612(1) 57.23% 16,666(2) 7,509,946 (56.63%)
c/o Univec, Inc.
22 Dubon Court
Farmingdale, NY 11735
John W. Frank 1,849,375 24.30% 223,600 1,625,775 (21.36%)
74 Essex Road
Summit, New Jersey 07901
Richard Mintz
c/o Univec, Inc 118,000 1.84% 50,000 68,000 (1.06%)
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-
485 Franklin Pond Rd.
Atlanta, GA 30342
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock Shares of Shares of Common
Beneficially Owned Common Stock Stock Owned After
Name Before Offering to Be Sold Offering
----- --------------------------------------------------------------
Number Percentage
------ ----------
<S> <C> <C> <C> <C>
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 210,000(6) 3.26% 210,000 -0-
605 Third Avenue
New York, NY 10158
Marla Manowitz 160,600 2.46% 250,000(7) 60,600
c/o Univec, Inc.
22 Dubon Court
Farmingdale, NY 11735
Randy Cohen 153,000 2.35% 250,000(7) 53,000
c/o Univec, Inc.
22 Dubon Court
Farmingdale, NY 11735
Syrinter, Ltd. 360,000 5.66% 360,000 -0-
Haldenstrasse 58
8904 Aesch
Zurich, Switzerland
</TABLE>
* 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 (56.63%), John W.
Frank (21.36%) and Richard Mintz (1.06%). This assumes all shares offered will
be sold.
-------------
(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 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.
-13-
<PAGE>
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.
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 four years.
-14-
<PAGE>
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,
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.
-15-
<PAGE>
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 75,000,000 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 16,
2001, 6,365,746 shares of common stock, 2,072 shares of series A preferred
stock, 227 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.
-16-
<PAGE>
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.
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, 227 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.
-17-
<PAGE>
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.
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. 227 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.
-18-
<PAGE>
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 Band 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
the shares of common stock issued or issuable on all conversions of the series
Bor 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.
-19-
<PAGE>
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 210,000 shares of our common stock
which are being offered by this prospectus.
EXPERTS
The consolidated balance sheet as of December 31, 1999, and the
consolidated statements of operations, stockholders' equity and cash flows for
the two years ended December 31, 1999, incorporated by reference in this
Prospectus, have been incorporated herein in reliance upon the report of Most
Horowitz & Company, LLP, independent certified public accountants, given on the
authority of that firm as experts in accounting and auditing.
-20-
<PAGE>
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)........... $ 7,500
Legal fees and expenses..................................... $ 7,500
Miscellaneous............................................... $ 780
TOTAL....................................................... $17,000
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.
-21-
<PAGE>
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 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(2) Restated Certificate of Incorporation of the Registrant, as
amended.
3.2(1) By-laws of the Registrant, as amended.
4.1(1) Agreement and Plan of Merger dated as of October 7, 1996
between the Registrant and UNIVEC, Inc., a New York
corporation.
4.3(1) Form of Warrant Agreement between the Registrant and the
underwriters of the Registrant's initial public offering.
4.4(1) Specimen common stock Certificate.
4.5(1) Specimen Warrant Certificate (included as Exhibit A to Exhibit
4.3 herein).
4.6(1) Registration Rights Agreement among the Registrant and the
holders of bridge warrants.
-22-
<PAGE>
4.7(3) Certificate of Designation of Series B Preferred Stock.
4.8(4) Certificate of Amendment of Certificate of Designation of
Series B Preferred Stock.
4.9(3) Form of Warrant Agreement dated July 27, 1998, between Company
and selling securityholder.
4.10(4) Form of Amended and Restated Warrant Agreement, amending and
restating the Warrant Agreement dated July 27, 1998, between
the Company and the selling securityholder.
4.11(3) Registration Rights Agreement dated July 27, 1998, between
Company and selling securityholder.
4.12(4) Registration Rights Agreement, dated February 8, 1999, between
the Company and the selling securityholder.
4.13(4) Certificate of Designation of Series C Preferred Stock.
4.14(4) Form of Warrant Agreement dated February 8, 1999, between the
Company and selling securityholder.
5.1(4) Opinion of Snow Becker Krauss P.C., counsel to the Company.
10.1(1) Amended 1996 Stock Option Plan of the Registrant.
10.2(5) 1998 Stock Option Plan of the Registrant.
10.3(6) 2000 Stock Option Plan of the Registrant.
10.4(5) Employment Agreement dated as of September 4, 1998 between the
Registrant and Joel Schoenfeld.
10.5(1) Promissory notes of Dr. Alan H. Gold payable to Flora
Schoenfeld.
13.1(6) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, as amended.
13.2(6) Quarterly Report on Form 10-QSB for the quarterly period ended
September 30, 2000.
23.1(6) Consent of Snow Becker Krauss P.C.
23.2(6) Consent of accountants.
-------------------------------------------------------
(1) Incorporated by reference from the Registrant's Registration Statement
on Form SB-2 (File No. 333-20187) declared effective on April 24, 1997.
-23-
<PAGE>
(2) Incorporated by reference from the Registrants Periodic Quarterly
Report on Form 10-QSB for the fiscal quarter ended September 30, 2000.
(3) Incorporated by reference from the Registrant's Registration Statement
on Form S-3 (File No. 333-62261) declared effective on December 11,
1999.
(4) Previously filed
(5) Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1998 (File No. 0-22413).
(6) Filed herewith.
Item 17. Undertakings
Rule 415 Offering
We hereby undertake:
(a)(1) To 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 of 1933, as amended (the "Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement;
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
-24-
<PAGE>
(e) Request For Acceleration of Effective Date. Insofar as
indemnification for liabilities arising under the 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of ours 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, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-25-
<PAGE>
SIGNATURES
In accordance with 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-2 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 this 17th day
of January, 2001
UNIVEC, INC.
By: /s/ Dr. Alan H. Gold
------------------------------------------------
Dr. Alan H. Gold, Chief Executive Officer
(Principal Executive Officer)
By: /s/ Marla Manowitz
-------------------------------------------------
Marla Manowitz, Chief Financial
Officer (Principal Financial and
Accounting Officer) and Director
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons, in the
capacities indicated, on January 17, 2001.
/s/ Dr. Alan H. Gold /s/ Andrew Rosenberg
------------------------------------------- --------------------------
Dr. Alan H. Gold, Chief Executive Andrew Rosenberg, Director
Officer (Principal Executive Officer),
and Director
/s/ Marla Manowitz /s/ John Frank
------------------------------------------- --------------------------
Marla Manowitz, Chief Financial John Frank, Director
Officer (Principal Financial and
Accounting Officer) and Director
/s/ Joel Schoenfeld /s/ Richard Mintz
------------------------------------------- --------------------------
Joel Schoenfeld, Chairman of the Richard Mintz, Director
Board of Directors, President and Director
-26-
<PAGE>
EXHIBIT INDEX
Exhibit No. Name
----------- ----
10.3 2000 Stock Option Plan of the Registrant.
13.1 Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999, as amended.
13.2 Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2000.
23.1 Consent of Snow Becker Krauss P.C.
23.2 Consent of Most Horowitz & Company, LLP.
-27-
