AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2000
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
P.D.C. INNOVATIVE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 65-0789306
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3701 NW 126TH AVE., Corporate Park, Bay 5,
Coral Springs Florida 33065
(Address of Principal Executive Offices, Including Zip Code)
Consulting Agreement
(Full Title of the Plan)
____________________
Dave Sowers
3701 NW 126TH AVE., Corporate Park, Bay 5,
Coral Springs Florida 33065
(954) 341-0092
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
Common Stock,
par value $0.001 2,465,000 $ 0.27 (1) $665,550 $175.71
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing market price on
March 7, 2000.
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EXPLANATORY NOTE
P.D.C. Innovative Industries, Inc., ("PDCI") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register certain shares of common
stock, $.001 par value per share, issued to certain selling shareholders.
Under cover of this Form S-8 is a Reoffer Prospectus PDCI prepared in accordance
with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be
utilized for reofferings and resales of up to 2,465,000 shares of common stock
acquired by the selling shareholders.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
PDCI will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). PDCI does not need to file these documents with the
commission either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.
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REOFFER PROSPECTUS
P.D.C. INNOVATIVE INDUSTRIES, INC.
3701 NW 126TH AVE., CORPORATE PARK, BAY 5
CORAL SPRINGS, FLORIDA 33065
(954) 341-0092
2,465,000 SHARES OF COMMON STOCK
The shares of common stock, $0.001 par value per share, of P.D.C. Innovative
Industries, Inc. ("PDCI"or the "Company") offered hereby (the "Shares") will be
sold from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders"). The Selling Shareholders
acquired the Shares pursuant to a Consulting Agreement for consulting services
that the Selling Shareholders provided to PDCI.
The sales may occur in transactions on the NASD Over-The-Counter market at
prevailing market prices or in negotiated transactions. PDCI will not receive
proceeds from any of the sale the Shares. PDCI is paying for the expenses
incurred in registering the Shares.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Selling Shareholders
have no arrangement with any brokerage firm for the sale of the Shares. The
Selling Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
PDCI's common stock is currently traded on the NASD Over-the-Counter Bulletin
Board under the symbol "PDCI."
________________________
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 12.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
March 8, 2000
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TABLE OF CONTENTS
Where You Can Find More Information 4
Incorporated Documents 4
The Company 5
Risk Factors 12
Use of Proceeds 14
Selling Shareholders 14
Plan of Distribution 14
Legal Matters 16
Experts 16
________________________
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
PDCI is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows PDCI to "incorporate by reference" information into this Reoffer
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
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PDCI's Report on Form 8-K, dated March 6, 2000 is incorporated herein by
reference. PDCI also incorporates herein by reference the Form 10-SB filed by
MAS Acquisition XIV Corp., the Company's predecessor, filed on August 27, 1999.
In addition, all documents filed or subsequently filed by the Company under
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before the termination of
this offering, are incorporated by reference.
The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Offer at PDCI at PDCI's executive offices, located at 3701
NW 126th Ave., Corporate Park, Bay 5, Coral Springs, FL 33065. PDCI's telephone
number is (954) 341-0092.
THE COMPANY
BUSINESS
This Reoffer Prospectus contains certain forward-looking statements within the
meaning of the federal securities laws. Actual results could differ materially
from those projected in the forward-looking statements due to a number of
factors, including those set forth under "Risk Factors" and elsewhere in this
Reoffer Prospectus.
SUMMARY
P.D.C. Innovative Industries, Inc., ("PDC" or the "Company") was originally
incorporated in Nevada on September 7, 1994. We became a public company as a
result of a merger with an already existing public company. Our primary
business consists of the research, development, manufacture and/or distribution
of innovative products for the construction and healthcare industries, as well
as for household and general consumption.
Our current products consist of: the Hypo-Sterile 2000, a device for
sterilization of intrusive medical instruments; TriLevel, a series of innovative
levels for construction workers; Perfect Seal, an innovative heat/cool air
conserving door seal; Flush Mizer, a water saving valve for toilet tanks; and
the Mulching Blade, a high-efficiency blade for lawn-mowers. Our primary
markets consist of wholesalers in their respective industries. Additionally,
over the past several years, our founder has secured or applied for patents for
several inventions that are expected to form the basis of up to twelve
innovative products to be added to the Company's product line. However,
unforseen technical or market related problems may be encountered and therefore,
there can be no assurances that we will be able to develop such products in the
future.
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HYPO-STERILE 2000: The Hypo-Sterile 2000 is a device used to dispose of
contaminated hypodermic syringes and other intrusive medical instruments at the
site of use. The device reduces, in an enclosed environment, the entire
instrument to small, sterile particles which can be disposed of as conventional
trash. This approach significantly reduces physical hazards to nurses or
phlebotomists after injections or draws, reduces bacterial growth within and
around of collection boxes and aerolization of infectious agents, limits risks
of injury or infection to waste-handling personnel, cuts costs of disposal,
including collection, handling, paperwork and specialized transport as well as
limits potential cross-contamination with the hospital, office and environment
due to handling and moving of contaminated waste. We plan to target hospitals
and larger health clinics, where higher volume usage justifies a dedicated
machine at each usage point. We also plan to have two additional designs that
would be available for the smaller medical offices as well as a larger batchmode
version. The latter would be used where intermediate collection boxes are still
required. The unit would "digest" an entire collection box, including the
instruments contained therein. Our managment believes that introduction of its
Hypo-Sterile 2000 line of products will present a substantial growth opportunity
for the Company. Although aware of safety protocols when dealing with
contagious infectious illnesses, medical personnel are still subjected to
thousands of penetrations with intrusive instruments each year with serious
consequences of dealing with life-threatening conditions for them and the large
cost of ongoing treatment and testing for the facility of employment. Despite
stringent regulations by OSHA, JCAHO and others, the problems persists mainly
because used contaminants are not destroyed or sterilized, but merely covered
and stored, leaving the physical and biological hazards undiminished during
storage, collection and transport to a licensed incinerator, usually off site.
The HypoSterile 2000 line of products effectively destroys both the injury and
biological hazards at the site of use.
However, our management also considers the medical sterilization sector to be
the most challenging sector within our product line. Both the production and
the sterilization of surgical products require significant resources and must
meet exacting FDA standards. Our founder, Chairman and CEO, Mr. Dave Sowers,
gained experience in launching of a new competitive product line during his
three-year tenure at BSD Enterprises, Inc. However, the sterilization products
sector is highly competitive and is presently dominated by Baxter International,
Johnson & Johnson, Kimberly-Clark and other large suppliers. We hope to develop
a niche market within the sterilization product industry through our ability to
"customize" products to fit customers' special needs. We believe that as a
direct manufacturer, the Company is well suited to develop this specialized
marketing approach which is generally more difficult for larger manufacturers.
THE TRILEVEL FAMILY: All of our TriLevel products are computer milled from
Aircraft Grade anodized aluminum (Grade: 6061). Using a sophisticated C & C
milling center, TriLevel products are machined to zero tolerance and undergo
rigorous quality control and assurance testing throughout the manufacturing and
assembly process. All TriLevel products come with a Limited Lifetime Guarantee
against manufacturing defects, corrosion, pitting and warping. The
state-of-the-art design of TriLevel leveling products is the result of more than
3 years' intensive research and development. TriLevel currently offers five
zero-tolerance leveling products which are available in various sizes with
unique features and benefits.
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The Pocket Pitch Dial Level (Patent Pending) has adjustable center level
dial and bulb. It is of 4" fixed length, 6 ounces weight, can be custom
engraved, available in a selection of colors with optional carrying pouch. This
pocket-sized, belt-attachable level offers the convenience of an integrated 360
degree rotating center level bulb & dial for use in limited space areas. Due to
this level's patent pending design, our management believes that this level's
zero-tolerance angle measurement (0-45 degrees) is more precise than any
competitive mechanical level currently marketed. In addition to standard level
applications for horizontal and vertical calibration, adjustment and leveling,
the Pocket Pitch Level is specifically designed to be uniquely valuable in all
situations where zero tolerance precision in variable degree leveling is
required, including roof pitch, plumbing pitch and other non-standard, variable
pitch angle measurement.
The Pocket Level (Patent Pending) has a fixed center level bulb, 4" fixed
length, 3 ounces weight, can be custom engraved and is available in selection of
colors with optional carrying pouch. Similar to the Pocket Pitch Level, this
level is also designed for easy transport and use in cramped, limited space
areas. Due to this level's patent pending design this level's zero-tolerance
angle measurement is more precise than any competitive mechanical level
currently marketed. This level is designed to be used in all situations where
horizontal leveling is desirable, including carpentry, glass work, cabinetry,
plumbing and framing applications where exact horizontal adjustment or
measurement is required,
The 18" Dial Level (Patent Pending) has adjustable center level dial and
bulb, 18" collapsed length (extends to 24" arid .30"), 40 ounces of weight, can
be custom engraved, marketed in selection of colors and has available optional
carrying pouch. This level offers the convenience of an integrated 360 degrees
variable pitch (variable angle) rotating center level bulb and dial. The 18"
Dial Level adjusts to work area and takes place of three separate conventional
levels (18", 24" and 30" when fully extended). Due to this level's patent
pending design this level's zero-tolerance angle is more precise than any
competitive mechanical level currently marketed. In addition to standard level
applications for horizontal and vertical calibration, adjustment and leveling,
the 18" Dial Level can be expanded to fit the work area and is specifically
designed to be uniquely valuable in all situations where zero tolerance
precision in variable degree leveling (0-45 degrees) is required, including roof
pitch, plumbing pitch and other non-standard variable pitch angle measurements.
The 18" Standard Level (Patent Pending) has a fixed center level dial and
bulb, 18" collapsed length (extends to 24" and 30"), 26 ounces weight, can be
custom engraved, is available in selection of colors with optional carrying
pouch. Similar to the 18" Dial Level but without the variable angle rotating
center level and bulb this zero-tolerance level also adjusts to the work area
and takes place of three non-adjustable separate levels (18", 24" and 30" when
fully extended). Due to this level's patent pending design, our management
believes that this level's zero-tolerance angle measurement is more precise than
any competitive mechanical level currently marketed. In all situations where
zero tolerance precision is required for standard (non-variable) horizontal and
vertical calibration, adjustment and leveling, including flexible workspace
applications in carpentry, glass work, cabinetry, plumbing, framing and other
construction jobs, the 18" Standard Level is specifcally designed to be uniquely
valuable.
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The Squaring Level is similar in appearance to a traditional framing
square. However this Squaring Level's 90 degree arms extend to 12" and can be
extended to 12"x18" and 18"x18" squaring levels on both ends, 45 degree squaring
level at arm joint. This level is weighs 32 ounces, can be custom engraved and
is available in selection of colors. In addition to providing zero tolerance 90
and 45 degree framing guidance, the Squaring Level can be used to provide
absolutely precise horizontal or vertical leveling with what our management
believes, is a greater degree of precision than any competitive mechanical level
currently marketed. The Squaring Level is specifically designed to be uniquely
valuable in any situation where zero tolerance 45 or 90 degree framing or
horizontal and vertical calibration, adjustment and leveling is desirable.
Applications include finished carpentry, glass and mirror work, cabinetry,
standard framing and other exacting construction jobs.
PERFECT SEAL: Perfect Seal is a seal which can be added to doors in any home or
office. It is not a door sweep, but rather a seal which does not touch the
flooring of the room until the door is closed tightly creating a perfect
airtight closing that keeps out insects, noise, cold or hot air. It is made with
a tongue and grove which makes it airtight. When the door equipped with the
Perfect Seal is closed, the seal comes down and the rubber adjoins the floor.
When the door is opened, the seal draws back up thus avoiding any friction with
or rubbing of the floor. Perfect Seal is made of Anodized Aluminum. It comes in
four different colors and is available in different lengths of 28", 32", 34" and
36".
FLOW MIZER: The Flow Mizer is designed to address the problem of water
conservation acute in many part of the United States and abroad. Flush Mizer is
a double flapper valve which universally fits most toilet tanks and saves
approximately 30% of tank water per flush of liquid waste. Since flushing
liquid waste accounts for major part of the usage of toilet facilities, the
Flush Mizer is designed in such a way that an up-motion of the handle provides
for water-saving liquid waste flush while a down-flush motion of the handle
provides for solid waste flush, maintaining full flush.
MULCHING BLADE: The Mulching Blade is a product suitable for application with
both residential and commercial makes and models of lawn mowers. The Mulching
Blade is designed to basically disintegrate anything it comes in contact with,
such as twigs, branches, fruit, palm fronds, leaves, etc. This mulching leads
to the benefits of fertilizing the lawn and eliminating raking. The Mulching
Blades technology is very unique compared to conventional blades. The Mulching
Blade is 21" and has 12" of lifting surface to hold the grass inside and turn it
into fodder.
In addition to the products it manufactures directly, to a lesser extent,
we will also act as a distributor of related products manufactured by others.
These products will be sold as an ancillary part of our product line to provide
our customers with a more complete selection of items.
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SALES AND MARKETING.
The primary markets for our Sterile Pro 2000 products are in the
health-care sector, divided essentially into three broad categories- (i)
hospitals; (ii) "alternative site" facilities (including surgical centers,
nursing homes, and elderly care facilities and clinics); and (iii) small medical
offices. Primary customer categories would be the single end-user, purchasing
associations or consortiums of various kinds - a dominant feature in the
hospital sector - and various federal, state and local goverment bodies (the
majority of whose purchases are open to competitive bidding). The primary
channels of distribution include medical supply distributors, dealers who
specialize in the medical and hospital markets and firms purchasing our products
for resale under "private label" arrangements for other suppliers and retailers.
Primary sales and marketing techniques or strategies include direct mailings,
trade publication advertising, attendance at various industry trade shows,
bidding for government contracts when appropriate and direct solicitation of
prospective customers.
The primary markets for our TirLevel, and Perfect Seal products are
wholesalers to construction and home-remodeling customers such as Home Depot,
Ace Hardware and smaller chain stores and individual wholesalers. Primary
customer categories would be the single end-user construction and home
remodeling companies as well as individuals. Primary sales and marketing
techniques will include direct sales visits, mailings and attendance at various
trade shows.
The primary markets for our Flush Mizer and Mulching Blade products will be
manufacturers of respective appliances and machines. Primary sales and
marketing techniques or strategies include direct mailings, trade publication
advertising, attendance at various industry trade shows, bidding for direct
contracts with manufacturers when appropriate and direct solicitation of
prospective wholesale customers.
EMPLOYEES
At present, we employ a total of 10 employees. As we expand, we will
require additional personnel, both skilled and unskilled. Although we believe
that the personnel we will require are readily available at reasonable salary
rates, no assurance can be given that we will be able to attract the type and
quantity of employees our operations will require, further, even if such
personnel are available, no assurance can be given that they can be hired on
terms favorable to us.
PRODUCTION FACILITIES.
We have entered into a business lease agreement with L.A.W. Properties -
Coral Springs LLC for office, lab and manufacturing space of approximately
11,000 square feet at 3701 NW 126th Avenue, Corporate Park, Bay 5, Coral
Springs, FL. We have committed to a two-year lease with a base rent of $5,300
per month with a cost of living adjustment over the term of the lease.
Consequently, we have committed to a minimum of $127,200 over the two-year
period under this lease.
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GOVERNMENT REGULATION.
Some of the products we market are subject to regulation as medical devices
by the Food And Drug Administration (the "FDA"), which has comprehensive
authority to regulate the development, production, distribution and promotion of
medical devices. The states and foreign countries where our products are sold
may also impose additional regulatory requirements.
Pursuant to the federal Food, Drug and Cosmetic Act and the regulations
promulgated thereunder, a medical device is ultimately classified by the FDA as
either a Class I, Class II or Class III device. Class I devices are subject to
general controls which are applicable to all devices. Such controls include
regulations regarding FDA inspection of facilities, "Good Manufacturing
Practices," labeling, maintenance of records and filings with the FDA. Class II
devices must meet general performance standards established by the FDA before
they can be marketed and must adhere to such standards once on the market. Class
III devices require individual pre-market approval by the FDA before they can be
marketed, which can involve extensive tests to prove safety and efcacy of the
device.
Each manufacturer of medical devices is required to register with the FDA and
also to file a "510(k) Notification" (the "Notification") before initially
marketing a new device intended for human use. The manufacturer may not market
such new device until 90 days following the filing of such Notification unless
the FDA permits an early marketing date. The FDA, prior to the expiration of the
90-day period, may notify the manufacturer that it objects to the marketing of
the proposed device and thereby may delay or preclude the manufacturer's ability
to market that device. The FDA may also require further data from, or testing
by, the manufacturer.
The FDA permits the marketing of some medical devices, subject to the
general controls under the Act, if the devices are "substantially equivalent" to
devices marketed in interstate commerce before May 28, 1976 (the effective date
of the Medical Device Amendment to the Act).
Our proposed sterilization products may fall within the Class III category,
in which case we would have to file a Pre-market Approval Application. Such
application must be accompanied by extensive literature references and
preclinical and clinical testing data. The FDA normally has 180 days to review
a Pre-market Approval Application, during which time an independent advisory
committee evaluates the Application and provide recommendations to the FDA.
While the FDA has often responded to such Applications within the allotted time,
there are many instance where the reviews have been more protracted, and a.
number of devices have never been cleared for marketing.
Any products we distribute pursuant to the above authorizations are subject
to pervasive and continuing regulation by the FDA. All phases of the
manufacturing and distribution process are governed by FDA regulation and each
supplier of products to the Company must also have FDA approved products.
Products must be produced in registered establishments and be manufactured inn
accordance with "Good Manufacturing Practices." All such devices must be listed
periodically with the FDA as well. Labeling and promotional activities are
subject to scrutiny by the FDA and in certain instances by the Federal Trade
Commission. The export of devices is also regulated in certain instances.
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The Mandatory Device Reporting ("MDR") regulation obligates us to provide
information to the FDA on injuries alleged to have been associated with the use
of a product or certain product failures which could cause injury. If due to
FDA inspections, MDR reports or other information, the FDA believes that we are
not in compliance with the law, the FDA can institute proceedings to detain or
seize products, enjoin future violations, or asses civil and/or criminal
penalties against us, our officers or employees. Any such action could disrupt
our operations for an undetermined time.
As discussed above, in January 1992, OSHA issued comprehensive new federal
regulations aimed at establishing new protective standards to minimize
occupational exposure to various blood borne pathogens such Hepatitis and the
HIV virus associated with AIDS. OSHA determined, after a four year study of the
need for such regulations, that employees face a signifcant health risk as the
result of occupational exposure to blood and other potentially infectious
materials and concluded that this exposure can be minimized or eliminated using
a combination of work practice controls, personal protective clothing and
equipment, training and medical surveillance. Furthermore, there are 23 states
with their own OSHA-approved occupational safety and health plans which must now
adopt a comparable standard within six months or amend their existing standard
if it not at least as effective as the federal standard. These new regulations
are primarily aimed at the healthcare industry where, based upon published OSHA
findings, between 2 and 2.5 Million workers are presently at risk of infection.
From our point of view, these new regulations, which make mandatory in the
healthcare industry the use of sterilization equipment of nature comparable to
the products we manufacture, are expected to have materially favorable impact
upon our sales during the foreseeable future. Although no assurances can be
given, based upon sales of the new OSHA mandated products, our management
believes that we will continue to be a beneficiary of the increase in demand for
products of this type for the foreseeable future.
INSURANCE
Due to the decrease in the number of insurance carriers willing to provide
product liability insurance especially in the healthcare industry, product
liability insurance availability has been significantly reduced and premiums
have increased dramatically over recent years. At present, we maintain no
product liability insurance. Although we intend to obtain such insurance
coverage, there can be no assurance that we will be able to obtain insurance at
reasonable premiums that it can afford in the future. The inability to obtain
such insurance could have a materially adverse effect upon our business,
financial condition and future prospects. To date we have not been the subject
of any product liability claims.
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LEGAL PROCEEDINGS
We know of no substantial litigation pending, threatened or contemplated,
or unsatisfied judgments against us, or any substantial proceedings in which we
are a defendant. We also know of no legal action pending or threatened or
judgments entered against any of our officers or directors in their capacity as
such.
RISK FACTORS
PRESENT OPERATIONS AT LOSS. We had gross sales of $5,165.00 during the fiscal
year ended December 31, 1998, and no revenues for the fiscal year ended December
31, 1999, with net income (loss) of ($573,376.00) in fiscal 1998 as compared to
net income (loss) of ($424,987) in fiscal 1999. Essentially, we currently
operates at loss. There is no assurance, therefore, that we will be able to
generate profits in the future.
LIMITED PRODUCT LINE. Our product line is concentrated in the areas of
sterilization devices for the healthcare industry, level devices for
construction industry as well as special blades for lawnmowers, door seals and
water-saving valves for toilet tanks. Our product lines are vulnerable to
adverse developments affecting our product lines which could reduce the present
demand or significantly increase our cost thereby reducing profitability.
Furthermore, our line is too diversified leading to the risk of increased cost
of marketing a number of items to different non-related consumer segments.
POTENTIAL IMPACT OF RISING COST OF RAW MATERIALS AND LABOR. The cost of raw
materials from which our products are manufactured is subject to abrupt arid
significant change. In recent years the price of such material has generally
been increasing. Significant further increases in the cost of such materials
could dramatically increase the pricing of our products and adversely affect
future revenues and profitability of such products. Should mass production of
current and new lines of products may require outsourcing to foreign
manufacturers under the assumption that foreign labor may be less expensive.
However, such outsourcing may lead to the risk of rising of cost of the products
in case of unforeseen surges of costs of labor on respective foreign markets.
POTENTIAL ADVERSE IMPACT OF ENVIRONMENTAL CONCERNS UPON THE FUTURE MARKETABILITY
OF SOME OF THE COMPANY'S PRODUCTS. At present, some of our present line of
products related to healthcare industry are manufactured with the use of
materials that are comprised of non-biodegradable plastic fibers. In recent
years, concern has grown over the effects of such products on the environment
due to the country's growing solid waste disposal "crisis," the declining
landfill capacity in major metropolitan areas able to handle such products and
the much publicized hazards of "medical wastes." Although the degree to which
such products are responsible for the country's waste disposal related problems
is the subject of serious debate at the present time, should it become the
consensus that the cost and problems of disposal of such products outweighs
their benefits, such a development could have a materially adverse impact upon
our results of operations.
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POTENTIAL IMPACT OF FDA AND GOVERNMENTAL REGULATION ON NEW PRODUCT DEVELOPMENT
FOR THE HEALTH CARE INDUSTRY. Some of our products may be regulated as medical
devices by the federal Food and Drug Administration (the "FDA") pursuant to the
federal Food, Drug and Cosmetic Act (the "Cosmetic Act") and are or may be
subject to regulation by other federal and state governmental agencies. The FDA
has comprehensive authority to regulate the development, production,
distribution and promotion of medical devices. Furthermore, certain states
impose additional requirements on the distribution of medical devices. The cost
of complying with present and future regulations may be significant. In
addition, the regulatory approval process and attendant costs may delay or
prevent the marketing of products developed by the Company in the future. The
Mandatory Device Reporting ("MDR") regulation obligates us to provide
information to the FDA on injuries alleged to have been associated with the use
of a product or certain product failures which could cause injury. If the FDA
believes that we are not in compliance with the law, it can institute
proceedings to detain or seize products, enjoin future violations, or asses
civil and/or criminal penalties against the Company or its officers or
employees. Any such action by the FDA could result in a disruption of our
operations for an undetermined time.
COMPETITION. The industries to which we plan to introduce our current and
future lines of products, such as for example, hospital supply and medical
products business are intensely competitive ones. At present, we estimate that
there are over 50 companies whose products compete with the Company's. Many of
our competitors have far greater financial resources, larger staff's, and more
established market recognition in both the domestic and international markets
than the Company.
POTENTIAL IMPACT OF COST CONTAINMENT POLICIES AND VOLUME BUYING THROUGH
PURCHASING CONSORTIUMS IN THE HEALTHCARE INDUSTRY. The healthcare market
accounts for most of the demand for Sterile pro, one of the major items on our
current product line, with hospitals accounting .for approximately two-thirds of
the demand for such product. The health care industry has been typified in
recent years by strict cost containment measures imposed by federal and state
governments, private insurers and other "third party" payors of medical costs.
In response to these pressures, virtually all segments of the health care market
have become extremely cost sensitive and in many cases hospitals and other
health care providers have become affiliated with purchasing consortiums who are
charged with obtaining large quantities of needed products at the lowest
possible cost. These factors in combination have had an adverse impact upon
smaller suppliers and manufacturers, such as the Company, who either are unable
to supply the large quantities sought by these purchasing consortiums or who are
unable to respond to the need for lower product pricing. We believe that we will
be able to meet the demand for large quantity orders. Further, our management
believes that the dramatic increased demand for safety oriented products, such
as Sterile Pro, will also serve to offset these factors. However, there can be
no assurance that we will be able to overcome the negative impact of these
conditions in the health care marketplace.
13
<PAGE>
PRODUCT LIABILITY COSTS AND POSSIBILE UNAVAILABILITY OF INSURANCE. Providers
of medical-related products to hospitals and other health care institutions may
encounter liability for damages to patients in the event that their products
prove to be defective. Certain of our products will be utilized in medical and
surgical procedures where we could be subject to claims for such injuries
resulting from the use of its products. At this time we maintain no product
liability insurance coverage which our management believes is adequate at this
stage of development of the respective product line. However, as a result of
the continuing changes in insurance coverage and premiums, no assurance can be
given that we will be able to maintain product liability insurance at a
reasonable cost or that such insurance will be available to us in the future.
RELIANCE UPON MANAGMENT. We are principally dependent upon the personal efforts
and abilities of Dave Sowers, Sandra Sowers, and Leroy Sowers, our present
operating officers. The loss of any of these individuals could have a materially
adverse effect upon our ability to successfully carry out our business. If we
were to lose the services of any of our key personnel before a qualified
replacement could be found, our business could be adversely affected,
Additionally, as we expand our present operations, we will require the services
of additional skilled personnel. There can be no assurance that we can attract
persons with the requisite skills and training to meet future needs.
PENNY STOCK REFORM ACT. .In October 1990, Congress enacted the "Penny Stock
Reform Act of 1990" (the "'90 Act'') to counter fraudulent practices common in
penny stock transactions. Rule 3a51-1 of the Exchange Act defines a "penny
stock" as an equity security that is not, among other things: a) a reported
security (i.e., listed on certain national securities exchanges); b) a security
registered or approved for registration and traded on a national securities
exchange that meets certain guidelines, where the trade is effected through the
facilities of that national exchange; c) a security listed on the NASDAQ
National Market System; d) a security of an issuer that meets certain minimum
certified financial requirements ("net tangible assets" in excess of $2,000,000
(if the issuer has been continuously operating for more than three years) or
$5,000,000 (if the issuer has been continuously operating for less than three
years), or "average revenue" of at least $6,000,000 for the last three years);
or e) a security with a price of at least $5.00 per share for the transaction in
question or that has a bid quotation (as defined in the Rule) of at least $5.00
per share. Under Rule 3a51-1, our Common Stock falls within the definition of a
"Penny stock." Pursuant to the 90 Act, brokers and/or dealers, prior to
effecting a transaction in a penny stock, are required to provide investors with
written disclosure documents containing information concerning various aspects
of the market for penny stocks as well as specific information about the penny
stock and the transaction involving tire purchase and sale of that stock (e.g.,
price quotes and broker/dealer and associated person compensation). Subsequent
to the transaction, the broker is required to deliver monthly or quarterly
statements containing specific information about the penny stock. Because our
Common Stock is at this time a penny stock, the above discussed added disclosure
requirements may negatively affect the ability of investors in our stock to sell
their securities in the secondary market, if any.
USE OF PROCEEDS
PDCI will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders.
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<PAGE>
SELLING SHAREHOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with PDCI for consulting
services they provided to PDCI. The Selling Shareholders may resell all, a
portion or none of such Shares from time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of February 17, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
NUMBER OF NUMBER OF % OF SHARES
SHARES SHARES NUMBER OF OWNED BY
SELLING OWNED REGISTERED BY SHARES OWNED SHAREHOLDER
SHAREHOLDERS BEFORE SALE PROSPECTUS AFTER SALE AFTER SALE
- ----------------- ------------- ------------- ------------ ------------
M. Richard Cutler 1,552,750(1) 1,252,750 300,000 1.89%
- ----------------- ------------- ------------- ------------ ------------
Brian A. Lebrecht 409,750 273,000 205,000 1.29%
- ----------------- ------------- ------------- ------------ ------------
Vi Bui 358,500 204,750 153,750 0.97%
- ----------------- ------------- ------------- ------------ ------------
James Stubler 160,000 85,000 75,000 0.47%
- ----------------- ------------- ------------- ------------ ------------
Samuel Eisenberg 765,000 615,500 150,000 0.95%
- ----------------- ------------- ------------- ------------ ------------
Gary Wykidal 25,000 25,500 0 0.00%
- ----------------- ------------- ------------- ------------ ------------
</TABLE>
(1) Of such shares, 300,000 are held by MRC Legal Services, LLC. M. Richard
Cutler is the beneficial owner of MRC Legal Services, LLC.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Over-the-Counter
Bulletin Board maintained by the NASD, or other exchange, in a negotiated
transaction or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions).
15
<PAGE>
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this offering other than
the legal fees incurred in connection with the preparation of this registration
statement and will not receive any proceeds from sales of any Shares by the
Selling Shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by the Law Offices of Gary C. Wykidal and Associates.
EXPERTS
The balance sheets as of December 31, 1998 and 1999 and the statements of
operations, shareholders' equity and cash flows for the years then ended of PDCI
have been incorporated by reference in this Registration Statement in reliance
on the report of Franklin & Nicholis, CPAs, LLC, independent accountants, given
on the authority of that firm as experts in accounting and auditing.
16
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Form 8-K for an event on March 2, 2000, filed on March 6,
2000.
(ii) Registrant's Form 10-SB (in the name of MAS Acquisition XIV Corp., the
Company's predecssor) filed on August 27, 1999.
(iii) All other reports and documents subsequently filed by the Registrant
pursuant after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be a part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by Law Offices of Gary C. Wykidal and Associates.
Gary Wykidal owns 25,000 shares of Common Stock which is being registered by
this registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
17
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale".
ITEM 8. EXHIBITS
*3.1 Articles of Incorporation
*3.2 Articles of Amendment
*3.3 Bylaws
5 Opinion of the Law Offices of Gary C. Wykidal and Associates
10.1 Consulting Agreement dated March 2, 2000.
23.1 Consent of Franklin & Nicholls, CPAs, LLC, independent public
accountants.
________________________
* Incorporated by reference to PDCI's Form 8-K, filed on March 6, 2000.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
18
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is 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 Coral Springs, State of Florida, on March 8, 2000.
P.D.C. INNOVATIVE INDUSTRIES, INC.
/s/ Dave Sowers
By: Dave Sowers
Its: Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Sandra Sowers President, Secretary, Treasurer, and Director
Sandra Sowers
/s/ Leroy Sowers Vice President
Leroy Sowers
/s/ Harold Harris Director
Harold Harris
20
[LETTERHEAD]
March 8, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: P.D.C. Innovative Industries, Inc.
Ladies and Gentlemen:
This office represents P.D.C. Innovative Industries, Inc., a Nevada
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the resale of up to 2,465,000 shares by certain
selling shareholders in accordance with a Consulting Agreement between the
Registrant and the selling shareholders (the "Registered Securities"). In
connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Very truly yours,
/s/ Gary Wykidal
Gary Wykidal, Esq.
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 2, 2000 between PDC INNOVATIVE
INDUSTRIES, INC., a Nevada corporation, ("PDCI"), on the one hand, and M.
RICHARD CUTLER ("Cutler"), BRIAN A. LEBRECHT ("Lebrecht"), VI BUI ("Bui"),
JAMES STUBLER ("Stubler"), GARY WYKIDAL ("Wykidal") and SAMUEL EISENBERG
("Eisenberg", and, together with Cutler, Lebrecht, Bui, Stubler and Wykidal, the
"Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between PDCI and the majority
shareholder of MAS Acquisition XIV Corp., an Indiana corporation (the "MAS XIV
Shareholder").
B. In the event PDCI is able to complete the Stock Exchange with the
MAS XIV Shareholder, PDCI wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. PDCI shall pay and cause to be issued to the
Consultants a consulting fee of 2,465,000 shares of common stock of PDCI (the
"Shares") immediately upon the execution of a stock exchange agreement with the
MAS XIV Shareholder. Such shares shall be subject to registration by PDCI on
Form S-8 within 7 days of PDCI closing on the stock exchange agreement with the
MAS XIV Shareholder. The Consultants agree to prepare and file the S-8
Registration Statement at their sole expense. The parties agree that the value
of the Shares is equal to 50% of the closing bid price on the date of this
Agreement. The shares shall be issued as follows: 1,252,750 to Cutler, 273,000
to Lebrecht, 204,750 to Bui, 85,000 to Stubler, 615,500 to Eisenberg, and 25,000
to Wykidal.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
<PAGE>
This Consulting Agreement has been executed as of the date first above
written.
PDC INNOVATIVE INDUSTRIES, INC.
/S/ Dave Sowers
____________________________________________________
By: Dave Sowers, CEO
CONSULTANTS
/s/ M. Richard Cutler
____________________________________________________
M. Richard Cutler
/s/ Brian A. Lebrecht
____________________________________________________
Brian A. Lebrecht
/s/ Vi Bui
____________________________________________________
Vi Bui
/s/ James Stubler
____________________________________________________
James Stubler
/s/ Samuel Eisenberg
____________________________________________________
Samuel Eisenberg
/s/ Gary Wykidal
____________________________________________________
Gary Wykidal
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors of P.D.C. Innovative Industries, Inc.
We hereby consent to the use in this Registration Statement on Form S-8 of our
report dated February 25, 2000 relating to the financial statements of P.D.C.
Innovative Industries, Inc.
/s/ Franklin & Nicholes
FRANKLIN & NICHOLES, CPAS, LLC.
Coral Springs, Florida
March 8, 2000
