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Registration No. 33- 23617
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Material Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4622822
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 707, 11661 San Vicente Boulevard, Los Angeles, CA 90049
(Address of Principal Executive Offices) (Zip Code)
Material Technologies, Inc., 1998 Stock Plan
(Full title of the plan)
Robert M. Bernstein, President, Material Technologies, Inc.
Suite 707, 11661 San Vicente Boulevard, Los Angeles, CA 90049
(Name and address of agent for service)
(310) 208-5589
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered Amount to be registered (1)
Proposed maximum offering price per share (2) Proposed maximum aggregate
offering price Amount of registration fee
Material Technology, Inc. Common Stock 800,000 Shares $1.09375
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$875,000 $265.15
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(1) In addition, under Rule 416(a) of the Securities Act of 1933, as amended,
this Registration statement also covers any additional securities issued in
connection with a stock split or stock dividend on the registered securities.
(2) September 4, 1998, average bid and asked price for Material Technologies,
Inc.'s common stock on the NASDAQ Bulletin Board in accordance with Rule 457(h)
and (c) under the Securities Act of 1933, as amended.
<PAGE>
MATERIAL TECHNOLOGIES, INC.
MATERIAL TECHNOLOGIES, INC., 1998 STOCK PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into this
registration statement, and all documents subsequently filed by Material
Technologies, Inc. (the "Company"), with the Securities and Exchange Commission
(the "Commission"), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing such documents:
(a) The Company's Registration Statement under the Securities Act of 1933, File
No. 33-23617, effective July 31, 1998.
(b) The Company's Form 10K for the year ended December 31, 1997.
(c) The Company's Form 10Q for the first quarter ended March 31, 1998.
(d) The Company's Form 10Q for the second quarter ended June 30, 1998.
(e) The Company's Form S-8 registering Shares for the Company's 1998 Stock
Option Plan
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the registration
statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this registration statement except as so modified or replaced.
ITEM 4. DESCRIPTION OF SECURITIES.
800,000 Shares of the Company's Class A Common Stock to be issued under the
Company's 1998 Stock Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Ninth paragraph of the Company's Articles of Incorporation and Article VII,
Section 3, of the Company's Bylaws permit the Company to indemnify its directors
to the fullest extent of Delaware law or the law of any other jurisdiction that
may be applicable.
Section 14 of the Delaware General Corporation Law permits a corporation, among
other things, to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or he is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claims, issue or matter as to
which the person is adjudged liable to the corporation unless and only to the
extent that the court determines that, despite the adjudication of liability but
in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.
In addition, the indemnification and advancement of expenses provided by or
granted pursuant to Section 145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
ITEM 8. EXHIBITS.
Exhibit No. Description
4 Material Technologies, Inc.'s 1998 Stock Plan
5 Opinion of Counsel
23(a) Consent of Counsel
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1)(iii) To file, during any period in which offers or sales are being made,
a post-effective amend-ment to this registration statement to include any
material information with respect to the plan of dis-tribution not previously
disclosed in the registration statement or any material change to such
informa-tion in the registration statement;
(a)(2) That, for the purpose of determining any liability under the Securities
Act, each such post-ef-fective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offer-ing thereof;
(a)(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(b) That, for purposes of determining any liability under the Securities Act,
each filing of the regis-trant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act that is incorporated by reference
in the registration statement shall be deemed to be a new registration
state-ment relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to direc-tors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or other-wise, the registrant
has been advised that in the opinion of the Securities and Exchange Commis-sion,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforce-able. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or control-ling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
ju-risdic-tion the question whether such indemnification by it is against public
policy as expressed in the Secu-rities Act and will be governed by the final
adjudication of such issue.
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on the 4th day of
September, 1998.
MATERIAL TECHNOLOGIES, INC.
By: /s/ Robert M. Bernstein
Robert M. Bernstein, President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature: /s/ Robert M. Bernstein
Name and Title: Robert M. Bernstein,
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer
Date: September 4,1998
Signature: /s/ Joel Freedman
Name and Title: Joel Freedman
Director and Secretary
Date: September 4, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page No.
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4 Material Technology, Inc. 1998 Stock Option Plan
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5 Opinion of Counsel
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23(a) Consent of Counsel
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PAGE 2
MATERIAL TECHNOLOGIES, INC.
1998 STOCK PLAN
MATERIAL TECHNOLOGIES, INC.
1998 STOCK PLAN
1. PURPOSE OF THE PLAN. The purpose of the Material Technologies, Inc. 1998
Stock Plan ("Plan") is to provide a means by which Material Technologies, Inc.,
a Delaware corporation, ("Company") may compensate key employees, advisors, and
consultants by issuing stock to them in exchange for services and to thereby
conserve the Company's cash resources. In addition, such stock ownership will
provide increased incentive for such individuals to render services to the
Company in the future and to exert maximum effort for the success of the
Company's business.
2. DEFINITIONS. As used herein, and in any Option granted hereunder, the
following definitions apply:
a. "Board" means the Company's Board of Directors.
b. "Common Stock" means the Company's Class A Common Stock.
c. "Committee" means the Committee appointed by the Board in accordance with
paragraph (a) of Section 3 of this Plan. If no Committee is appointed,
"Committee" refers to the Board.
d. "Continuous Employment" or "Continuous Status as an Employee" means the
absence of any interruption or termination of employment by the Company or any
Subsidiary. Continuous Em-ployment shall not be considered interrupted by sick
leave, military leave or any other leave of absence approved by the Company, or
in the case of transfers between locations of the Company or between the
Company, its Subsidiaries or its successor.
e. "Employee" means any person, including officers, directors, employees,
advisors, and con-sultants employed by the Company or any Subsidiary on either a
full-time or part-time basis.
f. "Plan" means this 1998 Stock Plan.
g. "Share" means a share of Common Stock.
3. ADMINISTRATION OF THE PLAN.
a. Procedure. The Board shall administer the Plan. The Board may appoint a
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Committee of not less than two Board members to administer the Plan, subject to
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such terms and conditions as the Board may prescribe. Once appointed, the
Committee shall con-tinue to serve until the Board otherwise directs. >From
time to time, the Board may increase the Committee size and appoint additional
members, fill va-cancies, however caused, and remove all members and thereafter
directly administer the Plan.
Members of the Committee who are either eligible for Options or have been
granted Options may vote on any matters affecting Plan administration or
granting any Options under the Plan; provided that no such member shall act upon
the granting of Stock to himself or herself, but any such member may be counted
in determining the existence of a quorum at any meeting during which such action
is taken.
b. Powers of the Committee. The Committee shall have the author-ity (i) based
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on relevant information, to determine the fair market value of the Common Stock;
(ii) to determine the value of the services rendered or to be rendered to the
Corporation, (iii) the Employees to whom and the time or times at Common Stock
shall be granted and the number of Shares to be issued; (iv) to interpret the
Plan; (v) to prescribe, amend and rescind rules and regulations relating to the
Plan; (vi) to authorize any person to execute on the Company's be-half any
instrument required to effectuate a grant of Common Stock; and (vii) to make all
other determinations deemed necessary or advisable for administering the Plan.
c. Effect of Committee's Decision. All decisions, determinations, and
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interpretations of the Committee shall be final and binding on any and all
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holders of Common Stock granted under the Plan.
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4. STOCK RESERVED FOR THE PLAN, Subject to adjustment under paragraph 8(b) and
8(i) and to Section 9 hereof, a total of 800,000 shares of Class A Common Stock
shall be subject to the Plan. Such Shares shall be unissued or previously
issued shares re-acquired and held by the Company. The 800,000 Shares shall be
and are hereby reserved for issuance under the Plan. Any such shares which
remain unsold when the Plan terminates shall cease to be reserved for the Plan,
but until termination, the Company shall at all times reserve a sufficient
number of shares to meet the Plan's requirements.
5. ELIGIBILITY. Common Stock may be granted only to Employees for services
rendered to the Company or on the Company's behalf as determined by the Board or
the Committee. An Employee who has been issued Common Stock under the Plan, if
he or she is otherwise eligible, may be granted additional Common Stock.
6. FAIR MARKET VALUE LIMITATION. The Board or Committee shall grant the right
to receive Common Stock to Employees for services rendered to, or to be rendered
to, or on behalf of, the Company such that the fair market value of the Common
Stock approximates the fair market value of the services. Such determination of
fair market value shall be within the business discretion of the Board and/or
Committee.
7. INVESTMENT REPRESENTATION. Each Employee granted Shares under this Plan
shall provide a written repre-sentation that he or she is acquiring the Shares
for invest-ment and not for resale or with a view to the distributing them to
the public. Upon demand, delivery of such a representation prior to the
delivery of any shares issued shall be a condition prece-dent to the right of
the Employee to receive Shares under the Plan.
8. AMENDMENTS OR TERMINATION. The Board of Directors may amend, alter or
discontinue the Plan.
9. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant, and
issuance of Shares under the Plan shall be subject to all applicable federal and
state laws, rules and regulations and to such approvals by the gov-ernmental or
regulatory agency as may be required. The Company shall not be required to
issue or de-liver any certificates for shares of Common Stock prior to the
completion of any registration or qualifi-cation of such shares under any
federal or state law, or any ruling or regulation of any governmental body which
the Company shall, in its sole discretion, determine to be necessary or
advisable. Further, it is the intention of the Company that the Plan comply in
all respects with the provisions of Rule 16b-3 of the Securities and Exchange
Act of 1934, as amended. If any Plan provision is found not to be in compliance
with Rule 16b-3, the provision shall be deemed null and void.
10. EFFECTIVENESS AND EXPIRATION OF THE PLAN. The Plan shall be effective on
September 10, 1998 and on September 10, 2008, ten years after the effec-tive
date of the Plan and thereafter no Shares shall be granted under the Plan.
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SEPTEMBER 5, 1998
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LAW OFFICES OF
C. TIMOTHY SMOOT
Suite 174
23505 Crenshaw Boulevard
Torrance, California 90505-5221
Telephone: 310/530-3366
Telecopier: 310/530-2211
E-mail: [email protected]
September 4, 1998
Board of Directors
Material Technologies, Inc.
Suite 707
11661 San Vicente Boulevard
Los Angeles, CA 90049
Re: Registration Statement on Form S-8
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Gentlemen:
I am counsel to Material Technologies, Inc., a Delaware corporation, (the
"Corporation"), in connection with preparing and filing a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), registering under the Securities Act of
1933, as amended (the "Act"), 800,000 shares of the Corporation's Class A Common
Stock, $.001 par value, (the "Shares") authorized to be granted and issued under
the Corporation's 1998 Stock Plan (the "Plan").
For purposes of this opinion I have examined the Registration Statement,
the Corporation's Certificate of Incorporation, as amended, and its by-laws, and
such documents, records, agreements, proceedings, and legal matters as I deemed
necessary to examine. With respect to any documents or other corporate records
which I examined, I assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted as originals, and the conformity to the
original documents submitted as copies.
Based upon my examination and subject to the qualifications stated herein,
I am of the opinion that:
1. The Corporation is duly organized, validly existing, and in good
standing under the laws of the State of Delaware.
2. The Shares included in the Registration Statement to be issued will be
duly authorized and validly issued, and fully paid and non-assessable when
issued in accordance with the terms of the Plan.
I am a member of the California Bar and do not hold myself out as an expert
concerning, or qualified to render opinions with respect to any laws other than
the California law, the Federal laws of the United States, and Delaware General
Corporation Law.
Sincerely,
/s/ C. Timothy Smoot
C. Timothy Smoot
Attorney
PAGE 1
SEPTEMBER 5, 1998
1
[GRAPHIC OMITED]
LAW OFFICES OF
C. TIMOTHY SMOOT
Suite 174
23505 Crenshaw Boulevard
Torrance, California 90505-5221
Telephone: 310/530-3366
Telecopier: 310/530-2211
E-Mail: [email protected]
CONSENT OF COUNSEL
Material Technologies, Inc.
Suite 707
11661 San Vicente Boulevard
Los Angeles, CA 90049
C. Timothy Smoot, Esq., hereby consents to the use of his opinion dated
September 4, 1998, relating to Material Technologies, Inc., a Delaware
cor-poration, filing an S-8 Registration Statement with the Securities and
Exchange Commission to register 800,000 shares of Class A Common Stock of
Material Technologies, Inc., ("Matech") under the Corporation's 1998 Stock Plan
and to filing Amendments to the S-8 Registration Statement.
Torrance, California /s/ C. Timothy Smoot
September 4, 1998 C. Timothy Smoot, Attorney
