Registration No. 333-63165
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
AMENDMENT 1
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 Option 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)
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CALCULATION OF REGISTRATION FEE
Proposed
maximum offering Proposed maximum
Title of securities Amount to be price per share (2) aggregate offering Amount of
to be registered registered (1) price registration fee
- ------------------- --------------- -------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Options to
Purchase Material
Technologies, Inc. 900,000
---------------
Common Stock Options 0 0 0
--------------- -------------------- ------------------- -----------------
Material
Technologies, Inc.
Common Stock 900,000 Shares $ 1.36 $ 1,224,000 $ 370.91
--------------- -------------------- ------------------- -----------------
Total $ 370.91
------------------- -----------------
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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) October 15, 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.
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MATERIAL TECHNOLOGIES, INC.
MATERIAL TECHNOLOGIES, INC., 1998 STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the S-8 Registration Statement for Material Technologies, Inc.'s
1998 Stock Option Plan (File No. _________ ) are hereby incorporated by
reference into this registration statement.
ITEM 8. EXHIBITS.
Exhibit No. Description
5 Opinion of Counsel
23(a) Consent of Counsel
2
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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 16th day of
October, 1998.
MATERIAL TECHNOLOGIES, INC.
By: _____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: ___________Robert M. Bernstein________
----------------------------------------
Robert M. Bernstein,
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer
Name and Title:
October 16,1998
Date:
Signature: ______________Joel Freedman_____________
----------------------------------------
Joel Freedman
Director and Secretary
Name and Title:
Date: October 16, 1998
3
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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]
October 16, 1998
Board of Directors
Material Technologies, Inc.
Suite 707
11661 San Vicente Boulevard
Los Angeles, CA 90049
Re: Registration Statement on Form S-8
--------------------------------------
Gentlemen:
I am counsel to Material Technologies, Inc., a Delaware corporation, (the
"Corporation"), in connection with preparing and filing an Amendment to 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"), an additional 900,000 shares of
the Corporation's Common Stock, $.001 par value, (the "Shares") issuable upon
the exercise of options and options to purchase these 900,000 Shares (the
"Options") authorized to be granted under the Corporation's 1998 Stock Option
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 upon the
exercise of the Options will be duly authorized and validly issued, and fully
paid and non-assessable when the Options shall have been properly exercised and
the exercise price shall have been paid for the Shares 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
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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]
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
October 16, 1998, relating to Material Technologies, Inc., a Delaware
cor-poration, filing Amendment 1 to an S-8 Registration Statement with the
Securities and Exchange Commission to register an additional 900,000 shares of
Common Stock of Material Technologies, Inc., ("Matech") under the Corporation's
1998 Stock Option Plan and to filing Amendments to the S-8 Registration
Statement.
/S/ C. Timothy Smoot
--------------------
Torrance, California C. Timothy Smoot
October 16, 1998 C. Timothy Smoot, Attorney
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