<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOYCO TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1697233
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
200 Commerce Drive
Montgomeryville, Pennsylvania 18936
(215) 855-4300
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(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Marvin E. Sternberg, Chairman of the Board,
President and Chief Executive Officer
200 Commerce Drive
Montgomeryville, Pennsylvania 18936
(215) 855-4300
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With Copies to:
Frank B. Baldwin, Esq.
Monteverde, McAlee, FitzPatrick, Tanker & Hurd
1617 JFK Blvd, Suite 1500
Philadelphia, PA 19103-1815
And
Mark E. Burget, Esq.
McAfee & Taft
Tenth Floor, Two Leadership Square
Oklahoma City, OK 73102-7103
Approximate date of commencement of proposed sale of the securities to the
public: At various times after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
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1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities registered offering price per aggregate offering registration
being registered share price (1) fee
- -------------------- ----------------- ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
common stock, 181,500 $1.34375 $243,891 $64.39
$0.005 par value
</TABLE>
(1) This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended and is calculated on the basis of the high and low prices per share of
the common stock as of a date within five business days prior to the filing of
this Registration Statement.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933.
<PAGE>
PROSPECTUS
MOYCO TECHNOLOGIES, INC.
200 Commerce Drive
Montgomeryville, Pennsylvania 18936
(215) 855-4300
181,500 SHARES OF COMMON STOCK
This prospectus relates to the offer and sale by Marvin E. Sternberg, the
selling shareholder, of 181,500 shares of common stock, par value $0.005 per
share of Moyco Technologies, Inc., ("Moyco") a Pennsylvania corporation, to
McAfee & Taft A Professional Corporation. Mr. Sternberg is Chairman of the
Board, President, and Chief Executive Officer of Moyco, and McAfee & Taft is
legal counsel to Moyco in currently pending patent litigation with Dentsply
International, Inc. Moyco and McAfee & Taft have signed a fee agreement, dated
January 4, 2000, under which the selling shareholder has agreed to transfer to
McAfee & Taft 181,500 shares of Moyco common stock in payment for legal services
performed under the fee agreement. All of the shares will be transferred to
McAfee & Taft on or about January 18, 2000. Moyco is issuing to the selling
shareholder a promissory note in the principal amount of $257,000. This is the
value of the shares being transferred as stipulated in the Fee Agreement. We
have agreed to pay this amount to the selling shareholder in return for his
transfer of the shares to McAfee & Taft. The note is payable on December 31,
2002 and bears interest at the rate of 10% per year, payable each year on
December 31. When any interest payment is due, we may request that it be
deferred and added to the outstanding principal balance of the note. The market
value of the shares being transferred to McAfee & Taft was $243,891 on January
12, 2000.
The common stock is listed on the NASDAQ SmallCap Market under the symbol
"MOYC".
Beginning on page 5, we have listed several "RISK FACTORS" which you should
consider. You should read the entire prospectus carefully before you make your
investment decision.
The Securities and Exchange Commission and state regulatory authorities
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Information contained in this prospectus is subject to amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. We may not sell these securities or accept
any offer to buy these securities until we deliver this prospectus and any
accompanying prospectus supplement in final form. We are not using this
prospectus or any accompanying prospectus supplement which may hereafter be
issued to offer to sell these securities or to solicit offers to buy these
securities in any place where the offer or sale is not permitted.
The date of this prospectus is January 18, 2000
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, Moyco filed a registration
statement (No. 333-________) relating to the securities offered by this
prospectus with the Securities and Exchange Commission. This prospectus is a
part of that registration statement, which includes additional information.
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document Moyco files at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. You can also request copies of
the documents, upon payment of a duplicating fee, by writing the Public
Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. These SEC filings are also available
to the public from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information it files
with the SEC. This permits Moyco to disclose important information to you by
referencing these filed documents. Any information referenced this way is
considered part of this prospectus, and any information filed with the SEC
subsequent to this prospectus will automatically update and supersede this
information. Moyco incorporates by reference the following documents which have
been filed with the SEC:
(1) Annual Report on Form 10-K for the year ended June 30,1999;
(2) Quarterly Report on Form 10-Q filed for the quarter ended September 30,
1999.
(3) Current Report on Form 8-K filed on October 26, 1999.
(4) Moyco's Proxy Statement for the 1999 Annual Shareholders' Meeting,
filed on November 9, 1999.
All documents Moyco files pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and before the completion of
the offering of the securities described in this prospectus shall be
incorporated by reference in this prospectus from their date of filing.
You may request a copy of these filings, at no cost, by writing or
telephoning Moyco at the following address and telephone number:
Joseph Sternberg, Esquire
Vice President and General Counsel
Moyco Technologies, Inc.
200 Commerce Drive
Montgomeryville, PA 18936
(215) 855-4300
You should rely only on the information provided in this prospectus and any
prospectus supplement, as well as the information incorporated by reference.
Moyco has not authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the offer is not
<PAGE>
permitted. You should not assume that the information in this prospectus, any
prospectus supplement or any documents incorporated by reference is accurate as
of any date other than the date on the front of the applicable document.
RISK FACTORS
You should consider carefully the following risk factors, along with the
other information contained or incorporated by reference in this prospectus, in
deciding whether to invest in Moyco common stock. These factors, among others,
may cause actual results, events or performance to differ materially from those
expressed in any forward-looking statements we made in this prospectus.
There are major cost reduction pressures in the U.S. dental health care system.
There has been substantial public and private pressure to contain or reduce
costs in the U.S. dental health care system which may significantly affect the
financing and delivery of dental health care. These changes in the financing and
delivery of dental health care will continue to affect the market for dental
capital equipment and supplies and may dictate which procedures will be covered
by insurance or government funded or subsidized programs. We cannot predict the
extent or impact of future legislation or regulations.
We are faced with price competition and competition for new products.
We face substantial competition from other manufacturers. Competitive
pressure could result in price reductions or the introduction of new products by
our competitors. This could have an adverse impact on our revenues and results
of operations. The industries in which we participate are engaged in extensive
research efforts. Advances in products and other discoveries or developments
could render some of our products obsolete. Our competitors may have more
extensive research, marketing and manufacturing capabilities and significantly
greater financial, technical and personnel resources than we have, and may be
better positioned to continue to improve their technology.
Our products are subject to governmental approval and regulation.
Government regulation in the U.S. and other countries is a significant
factor in the research and development, manufacturing and marketing of many of
our products. The United States Food and Drug Administration must approve or
clear dental devices before they can be used for clinical studies or sold
commercially. Obtaining the necessary approvals and compliance with regulations
can be costly and time consuming. We may not continue to be able to obtain
required government approvals or successfully comply with regulations in a
timely and cost-effective manner, if at all. Failure to do so may have an
adverse effect on our financial condition and results of operation. Further,
more stringent regulatory requirements and/or safety and quality standards may
be issued in the future. Although we believe that we are in compliance with all
applicable regulations of the FDA, current regulations depend heavily on
administrative interpretation. Future interpretations made by the FDA or other
regulatory bodies, with possible retroactive effect, may adversely affect us.
Our products are also subject to foreign regulating bodies. Typically,
foreign regulators readily allow our products to be traded within their
jurisdictions, based on the fact that our products are regulated by the FDA.
<PAGE>
However, foreign regulators could impose different, additional requirements that
may materially hamper our ability to compete in overseas markets. We have
received certification for our major dental product lines for European
distribution.
We have patents and proprietary technologies.
Our ability to compete effectively depends on our ability to protect and
maintain the proprietary nature of our technology. We own nine United States
patents, one Japanese patent and a number of issued foreign patents and pending
patent applications for our products. We plan to continue to patent inventions
which may provide commercial benefit. We have one patent application pending for
a new endodontic instrument design. We are reviewing the possibility of filing
several new applications related to both dental and abrasives technologies. We
treat our design and technical data as confidential, and rely on nondisclosure
safeguards, such as confidentiality agreements, laws protecting trade secrets
and agreements to protect proprietary information. We have incurred substantial
costs in enforcing our patents against infringement by others and defending
against similar claims of others. It is possible that we will not continue to be
successful in protecting our patents or other proprietary rights in the future.
Even if held valid, our proprietary rights may not be broad enough in scope to
enable us to prevent third parties from producing products using similar
technologies or processes.
We may not be successful in developing new products to remain competitive.
We attempt to identify new markets, some of which are not in our current
business segments. Our competitors may satisfy those needs with more effective
or less expensive products. Our estimates of the economic potential from new
markets needs may be incomplete or inaccurate, or products that we develop may
not be effective clinically and may not be economical to produce and market.
We are changing our marketing approach.
We plan to fund or sponsor educational programs by industry opinion leaders
to promote our dental supply business. We will continue with trade shows, dealer
product presentations, advertising and other traditional marketing strategies,
but we will emphasize professional endorsements. We also plan to focus on higher
margin products for our precision abrasives division. These actions may not
provide the intended results, or we may experience short-term disruptions or an
adverse impact on operations during the transition.
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements that are
subject to certain risks and uncertainties. These statements include statements
regarding (i) our products and our ability to develop new products, (ii)
regulatory approval of our products, (iii) our intellectual property, and (iv)
our competition. Such statements are based on management's current expectations
and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Conditions may differ materially from those projected or suggested
in our forward-looking statements as a result of various factors, including the
following: intense competition; variation in our operating results;
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technological change; our ability to develop and protect proprietary products
and technologies; our future capital requirements; and uncertainties as to the
extent of future government regulation of our business. As a result, our future
efforts and results involve a high degree of risk.
OUR BUSINESS
We operate in two business segments: dental supplies and precision
abrasives. The dental supplies segment involves the manufacturing, marketing and
distributing of dental supplies, such as waxes, abrasives, medicaments, dental
mirrors, endodontic (root canal) instruments, materials and equipment, sundry
dental items, hand instruments, sterilization items, as well as the repacking
and distributing of other dental products for sale to the professional dental
market. The precision abrasives segment involves the manufacturing of commercial
coated abrasives, precision submicron coated abrasives, slurries (wet abrasives)
and polishing agents. These products are used for various applications and
industries, including fiber optics, lapidary, nail files, dentistry, plastics
and woods, semiconductor manufacturing and other high-tech manufacturing
procedures which require extremely fine abrasive films and/or slurries to
achieve consistently uniform polishing results. The precision abrasives segment
works closely with customers to develop specific products to meet each
customer's unique finishing requirements.
PLAN OF DISTRIBUTION
The selling shareholder will transfer the common stock to McAfee & Taft
on or about January 18, 2000. McAfee & Taft will be free to sell the common
stock in market transactions as it may choose. However, McAfee & Taft may not
sell more than 25,000 shares per month, or more than 1,650 shares per day, nor
may it sell shares at less than $1.12 per share without our prior written
approval. McAfee & Taft has not made any determination of the timing of any sale
of the common stock or the number of shares to be sold at any time.
USE OF PROCEEDS
There will be no proceeds to us of this offering. We have agreed to bear
the expenses of this offering, including legal and accounting fees, filing fees
and costs of printing this Prospectus and other documents.
EFFECT ON OWNERSHIP OF MOYCO
Before transferring the common stock to McAfee & Taft, the selling
shareholder owns 3,136,242 shares of common stock, including 222,131 shares held
by Susan Sternberg, his wife. This represents 62.7% of our common stock. After
the transfer, the selling shareholder's holdings will be reduced to 2,954,742
shares, or 59.1% of the common stock.
<PAGE>
LEGAL MATTERS
Monteverde, McAlee, FitzPatrick, Tanker & Hurd, P.C., which acts as our
Pennsylvania counsel, has rendered an opinion on the validity of the securities
being registered. Monteverde, McAlee, FitzPatrick, Tanker & Hurd, P.C. is not an
"affiliate" of Moyco and does not have a substantial interest in Moyco.
EXPERTS
The financial statements and schedule incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the resale of the shares being registered. All amounts are estimated except
the SEC Registration Fee.
SEC Registration Fee $ 64.39
Accounting Fees and Expenses 5,000.00
Legal Fees and Expenses 15,000.00
Miscellaneous 900.00
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Total $20,964.39
==========
Item 15. Indemnification of Officers and Directors.
The Pennsylvania Business Corporation Law of 1988 (the "1988 BCL")
permits, and Articles XIII and XV of Moyco's By-Laws provide for,
indemnification of 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
(including an action by or in the right of the registrant) whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of Moyco or serving at the request of
Moyco in certain other capacities, against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, unless the
act or failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness.
Item 16. Exhibits.
Exhibit No. Title
5.1 Opinion and consent of Monteverde, McAlee,
FitzPatrick, Tanker & Hurd, P.C.
10.1 Agreement for Legal Services with McAfee & Taft
23.1 Consent of Monteverde, McAlee, FitzPatrick, Tanker &
Hurd, P.C. to the use of their opinion with respect
to the legality of the securities being registered
hereby (contained in Item 5.1, above).
23.2 Consent of Arthur Andersen LLP
<PAGE>
Item 17. 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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(c) 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; Provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offering herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 Registrant's Restated Certificate of
Incorporation and Bylaws, and the Delaware General Corporation Law, the
Registrant has been informed 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 a successful defense of any action, suit or
proceeding) is asserted by such 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 of whether such
indemnification by it is
<PAGE>
against policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Montgomeryville, Pennsylvania on January 17, 2000.
MOYCO TECHNOLOGIES, INC.
/s/Marvin E. Sternberg
-------------------------------
Marvin E. Sternberg
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Corporation and in the capacities and on the dates indicated.
/s/Marvin E. Sternberg
-------------------------------
Marvin E. Sternberg
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
and Director
/s/William G. Woodhead
-------------------------------
William G. Woodhead
Secretary/Treasurer (Principal Financial
Officer and Principal Accounting Officer)
and Director
/s/Irvin Paul, DDS
-------------------------------
Irvin Paul, DDS
Director
Dated: January 17, 2000
/s/Marvin Cravetz, DDS
--------------------------------
Marvin Cravetz, DDS
Director
Dated: January 17, 2000
<PAGE>
FORM S-3 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
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5.1 Opinion and consent of Monteverde, McAlee,
FitzPatrick, Tanker & Hurd, P.C. 8
10.1 Agreement for Legal Services with McAfee
& Taft 15
23.1 Consent of Monteverde, McAlee, FitzPatrick, 8
Tanker & Hurd, P.C. to the use of their opinion
with respect to the legality of the securities
being registered (included in Item 5.1, above)
23.2 Consent of Arthur Andersen LLP 16
<PAGE>
EXHIBIT 5.1
January 18, 2000
Moyco Technologies, Inc.
200 Commerce Drive
Montgomeryville, PA 18936
RE: Moyco Technologies, Inc. Registration Statement on Form S-3 for
Secondary Offering of 181,500 Shares of Common Stock to McAfee & Taft
Ladies and Gentlemen:
We have acted as counsel to Moyco Technologies, Inc. ("Moyco") to
render this opinion in connection with the validity of the securities being
registered in the Registration Statement executed by Moyco on January 17, 2000
and dated January 18, 2000, in which 181,500 shares of par value $0.005 common
stock ("Common Stock") of Moyco are to be transferred to McAfee & Taft
("Registration Statement"). This opinion does not relate to any other part of
the Registration Statement. This opinion is furnished pursuant to Item 2 of the
Registration Statement and is given with the consent of Moyco. Capitalized terms
not otherwise defined in this opinion have the definitions set forth in the
Registration Statement.
In rendering the following opinions, we have relied, with your
approval, as to factual matters that affect our opinions, solely on our
examination of the following documents ("Transaction Documents") and have made
no independent verification of the facts asserted to be true and correct in
those documents, including the factual representations and warranties contained
in the Registration Statement.
1. Articles of Incorporation of Moyco.
2. Bylaws of Moyco.
3. Written Consent of Our Board of Directors effective January 17, 2000
and originals, or copies, certified to our satisfaction, of such written actions
in lieu of meetings, or resolutions adopted at meetings, of the directors of
Moyco, and such other documents and instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed below.
4. Registration Statement.
5. Agreement for Legal Services between McAfee & Taft and Moyco dated
January 4, 2000.
Based on the foregoing, and subject to the qualifications and
limitations stated in this letter, we are of the opinion that:
1. Moyco has been incorporated under the Pennsylvania Business
Corporation Law (or prior law) and its status is active.
2. The terms and conditions of the Common Stock conform to the
description thereof contained in the Registration Statement and the Common Stock
is not subject to preemptive rights. The form of the stock certificates used to
evidence the Common Stock are in good and proper form.
3. It is not necessary to issue any additional shares of Moyco Common
Stock in the transaction.
<PAGE>
4. The Common Stock, when transferred to McAfee & Taft, will be legally
issued, fully paid and non-assessable shares of common stock of Moyco.
This opinion is furnished to Moyco by us as Pennsylvania counsel for
Moyco, is solely for Our benefit, and is rendered solely in connection with the
transaction to which this opinion relates. This opinion may be relied upon only
in connection with this transaction and may not be relied upon by any other
persons without our prior written consent. We hereby consent to the filing of
this opinion as an Exhibit to the Registration Statement.
Very truly yours,
MONTEVERDE, MCALEE, FITZPATRICK, TANKER & HURD, P.C.
By: /s/ Frank B. Baldwin
-----------------------------------
A Shareholder
<PAGE>
Exhibit 10.1-Agreement for Legal Services
January 4, 2000
Moyco Technologies, Inc.
200 Commerce Drive
Montgomeryville PA 18936
Attention: Joseph Sternberg, Esq.
Re: Alternative Fee Agreement Dentsply International, Inc. v. Moyco
Technologies, Inc. (the "Dentsply Case")
Gentlemen:
Pursuant to our telephone conversation, this letter will set forth the
agreement between McAfee & Taft A Professional Corporation ("McAfee & Taft") and
Moyco Technologies, Inc. ("Moyco") with respect to satisfaction of Our
outstanding account balance with McAfee & Taft as of March 31, 1999.
We have agreed that Our outstanding account balance with McAfee & Taft
as of March 31, 1999 is $407,192.37. We have also agreed that this account
balance will be satisfied as follows:
1. Since March 31, 1999, Moyco has paid McAfee & Taft $150,000 toward
the March 31, 1999 account balance.
2. The remaining accrued fees of $257,192.37 will be paid by the
transfer to McAfee & Taft from Marvin E. Sternberg of 181,500 shares of Moyco
common stock (the "Moyco Shares"). These shares will be transferred as soon as
possible to McAfee & Taft after registration of the Moyco Shares pursuant to an
S-3 Registration with the Securities and Exchange Commission, which Moyco agrees
to file as soon as reasonably possible. It is the intention of the parties to
have the shares issued on or about January 18, 2000. Moyco agrees to make every
reasonable effort to complete and file the S-3 registration as soon as possible.
Marvin E. Sternberg agrees to transfer the Moyco Shares to McAfee & Taft by
January 18, 2000. Barring unanticipated issues, Moyco fully expects and intends
to accomplish registration and issuance of the Moyco Shares on or about January
18, 2000.
3. McAfee & Taft agrees that the Moyco Shares may be liquidated at a
rate of no greater than 25,000 shares per month, and at a rate no greater than
1,650 shares per day, unless McAfee & Taft and Moyco agree otherwise. McAfee &
Taft also agrees not to sell any of the Moyco Shares at a price below $1.12 per
share without Our prior written approval. The foregoing notwithstanding, McAfee
& Taft may sell all or a portion of the Moyco Shares directly to a third party
pursuant to a private placement with Our prior approval, without being subject
to the restrictions set forth in the preceding sentences.
4. In the event Moyco or its shareholders receive an offer to purchase
(by merger or otherwise) 30% or more of the stock of Moyco, Moyco
<PAGE>
agrees that such sale will not be consummated without providing McAfee & Taft
the option of selling all of the Moyco Shares to the offeror.
5. Moyco agrees that no options, warrants or other securities will be
issued by Moyco which would have the effect of diluting the percentage ownership
of McAfee & Taft in Moyco; provided, that nothing herein shall prohibit Moyco
from issuing its common stock or other securities in an acquisition transaction
approved by its Board of Directors as being in the best interests of Moyco and
its shareholders, so long as McAfee & Taft's percentage ownership is diluted
proportionately to that of all other shareholders as a result of such
transaction.
If this letter agreement accurately sets forth our understanding,
please sign and date the enclosed copy of this letter where indicated and return
to me at your convenience.
MCAFEE & TAFT A PROFESSIONAL CORPORATION
By:
Mark E. Burget, Managing Director
ACCEPTED AND AGREED TO
MOYCO TECHNOLOGIES, INC.
By
Joseph Sternberg
Vice President and General Counsel
Date: January 4, 2000
ACCEPTED AND AGREED TO
By
Marvin E. Sternberg
Date: January 4, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
To Moyco Technologies, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 16, 1999
included in Moyco Technologies, Inc.'s 10-K for the year ended June 30, 1999 and
to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
January 17, 2000
