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Registration No. 33- 23617
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 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
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Title of securities to be Amount to be Proposed maximum
registered registered (1) offering price per
share (2)
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Material Technology, Inc. 1,000,000 SHARES $2.1875
Common Stock
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Proposed maximum Amount of
aggregate offering price registration fee
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$2,187,500 $608.13
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Total $608.13
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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) February 13, 2000, 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 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 contents of the S-8 Registration Statement for Material
Technologies, Inc.'s 1998 Stock Plan filed on September 10, 1998.
(b) The Company's Form 10Q for the quarter ended September 30, 1998.
(c) The Company's Form 10K for the year ended December 31, 1998.
(d) The Company's Form 10Q for the quarter ended March 31, 1999.
(e) The Company's Form 10Q for the quarter ended June 30, 1999.
(d) The Company's Form 10Q for the quarter ended September 30, 1999.
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.
1,000,000 Shares of the Company's 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.
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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
Incorporated by Reference the S-8 Registration
Statement for Material Technologies, Inc.'s
1998 Stock Plan filed on September 10, 1998.
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 amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(a)(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective 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 offering
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;
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(b) That, for purposes of determining any liability under the Securities Act,
each filing of the registrant'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 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 offering thereof; and
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 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 controlling 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
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 22nd day of
July, 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: /s/ Robert M. Bernstein
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Name and Title: Robert M. Bernstein,
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer
Date: February 14, 2000
Signature: /s/ Joel Freedman
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Name and Title: Joel Freedman
Director and Secretary
Date: February 14, 2000
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INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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4 Material Technologies, Inc.'s 1998 Stock Plan
Incorporated by Reference the S-8 Registration
Statement for Material Technologies, Inc.'s
1998 Stock Plan filed on September 10, 1998.
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5 Opinion of Counsel 6
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23(a) Consent of Counsel 8
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LAW OFFICES OF
C. TIMOTHY SMOOT
Suite 174
23505 Crenshaw Blvd.
Torrance, California 90505-5221
Telephone: 310/530-3366
Telecopy: 310/530-2211
Email: [email protected]
February 14, 2000
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"), 1,000,000 shares of the
Corporation's 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.
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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
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C. Timothy Smoot
Attorney
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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
February 14, 2000, 1998, relating to the sale of 1,000,000 shares of Common
Stock of Material Technologies, Inc., a Delaware corporation, in accordance with
the Corporation's 1998 Stock Plan and to the reference to the Law Office of C.
Timothy Smoot under "Experts" in the Registration Statement on Form S-8 and
Amendments thereto relating to registering such shares under the Securities Act
of 1933.
Torrance, California /s/ C. Timothy Smoot
February 14, 2000 C. Timothy Smoot, Attorney
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