As filed with the Securities and Exchange Commission on March 15, 1996
Registration No. 333-1641
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
AMENDMENT NO.1 TO
REGISTRATION STATEMENT ON
FORM S-3
under
THE SECURITIES ACT OF 1933
BIOCONTROL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 3841 25-1229323
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Calssification Identification
organization) Code Number) Number)
300 Indian Springs Road
Indiana, Pennsylvania 15701 (412) 349-1811
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and principal place of business)
___________________________________________
Fred E. Cooper, Chief Executive Officer
Biocontrol Technology, Inc.
2275 Swallow Hill Road, Building 2500, Pittsburgh, Pennsylvania 15220
(412)429-0673
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________________________________
Copy to:
M. Kathryn Sweeney, Esq.
Sweeney & Associates P.C.
7300 Penn Avenue, Pittsburgh, Pennsylvania 15208
_____________________________________________________
Approximate date of commencement of proposed sale to the public:
As soon as possible after this registration statement becomes effective.
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 1933 check the following box. [X]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus which
constitutes part of this Registration Statement also relates to an aggregate
of 398,519 of the Registrant's common stock registered on Form S-1,
Registration No. 33-91086, and an aggregate of 2,060,982 of the Registrant's
common stock registered on Post-Effective Amendment No. 3 to Form S-3,
Registration No. 33-55200.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class of Amount to be Registered Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Share Aggregate Offering Registration Fee
Price
<S> <C> <C> <C> <C>
Common Stock 5,000,000(1) $2.1875(2) $10,937,500 $3,771.54
Common Stock 128,480(3) $2.1875(2) $ 281,050 $ 96.91
___________ ___________ _________
Total 5,128,480 $11,218,550
Total Registration Fee $3,868.46
</TABLE>
<PAGE>
TOTAL OF SEPARATELY NUMBERED PAGES 37
EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE 30
(1) Primary shares to be offered by the Registrant.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended, and based on the
average of the high and low sales prices of the common stock of Registrant
on the NASDAQ Small-Cap Market reported on March 6, 1996.
(3) Secondary Shares to be offered by Selling Shareholders and consisting of
74,480 Warrant Shares and 54,000 Resale Shares.
--------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission acting pursuant to Section 8(a) may
deterime.
_____________________
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned on March 14, 1996.
BIOCONTROL TECHNOLOGY, INC.
By: /s/ Fred E. Cooper
Fred. E. Cooper, Director, CEO,
(principal executive officer,
principal financial officer,
and principal accounting officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Fred E. Cooper his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
/s/ David L. Purdy President, March 14, 1996
David L. Purdy Treasurer, Director
/s/ Anthony J. Feola Senior Vice President, March 14, 1996
Anthony J. Feola Director
/s/ Glenn Keeling Director March 14, 1996
Glenn Keeling
/s/ Raymond F. Carr Director March 14, 1996
Raymond F. Carr
<PAGE>
