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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DAXOR CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
New York
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(State of Other Jurisdiction of Incorporation or Organization)
13-268 2108
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(I.R.S. Employer Identification Number)
350 Fifth Avenue
New York, New York 10118
(212) 244-0555
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(Address, including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Joseph Feldschuh
350 Fifth Avenue
New York, New York 10118
(212) 244-0555
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public: As soon as
practical after the Registration Statement becomes effective.
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 the only 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, other than securities offered only in connection with divided or interest
reinvestment plans, check the following box / /.
If this form is filed to registered 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. / /.____________________
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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 the delivery of the prospectus is expected to be made pursuant or Rule 434,
please check the following box: / /.
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
Title of Shares To be Maximum Maximum Amount of
To be Registered Registered (1) Aggregate Price Aggregate Registration
Per Share (2) Offering Price Fee
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Common Stock (2) 100,000 $15.00 $1,500,000 $517.24
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Act"), this
Registration Statement covers such additional indeterminate number of shares of
Common Stock as may be issued by reason of adjustments in the number of shares
of Common Stock pursuant to anti-dilution provisions contained in the Debenture
and Warrants. (defined below). Because such additional shares of Common Stock
will, if issued, be issued for no additional consideration, no registration fee
is required.
(2) Estimated solely for the purpose of calculation the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.
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DAXOR CORPORATION
Cross Reference Sheet Showing Location in Prospectus of Information Required
Therein by Items 1 through 12 of Form S-3.
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<CAPTION>
Registration Statement Prospectus Caption
Item and Heading or Location
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<C> <S>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................. Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside Back
Prospectus..................................... Cover Pages of Prospectus
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges................... Risk Factors
4. Use of Proceeds................................ Use of Proceeds
5. Determination of Offering Price................ Cover Page
6. Dilution....................................... Not Applicable
7. Selling Security Holders....................... Shareholders and Plan of Distribution
8. Plan of Distribution........................... Shareholder and Plan of Distribution
9. Description of Securities to be Registered .... Description of Securities
10. Interests of Named Experts and Counsel......... Legal Matters; Experts
11. Material Changes............................... Incorporation of Certain Information
by Reference.
12. Incorporation of Certain Information Incorporation of Certain Information
by Reference by Reference.
13. Disclosure of Commission Position
On Indemnification for Securities
Act Liabilities................................ Not Applicable
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PROSPECTUS
Shares of Common Stock
DAXOR CORPORATION
This Prospectus covers 100,000 shares (the "Shares") of common
stock, $.01 par value ("Common Stock"), of Daxor Corporation, a New York
corporation (the "Company") to be sold from time to time by Lancer Offshore,
Inc. (the "Shareholder") who currently owns 218,000 of the Shares. The Company
will not receive any of the proceeds from any sale by the Shareholder of the
Shares. See "Shareholder and Plan of Distribution".
On March 17, 1998, the closing sales price of the Company's
Common Stock on the American Stock Exchange as reported (Symbol: DXR) was
$15.75.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 18, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational and reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission ("Commission").
Reports and other information filed by the Company can be
inspected and copies at the public reference facilities maintained at the
Commission at Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549. Copies
of such material can be obtained upon written request addressed to the
Commission, Public Reference Section, 450 Fifth Street, N.W. Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission
through the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The company files reports and information, and has filed, through EDGAR,
amendments and exhibits referred to as the "Registration Statement") under the
Act of which this Prospectus forms a part. The Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the
Commission. For further information reference is made to the Registration
Statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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The Company hereby incorporates by reference the following
reports filed with the Commission: (1) Annual Report on Form 10-K for the year
ended December 31, 1996; (2) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997; and (3) Proxy
Statement dated May 1, 1997 in, connection with the Company's Annual Meeting of
Shareholders held on June 26, 1997.
All documents subsequently filed by the Company pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, after the date
of this Prospectus and prior to the termination of the offering of the
securities offered hereby, shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filling of such
documents.
The Company will provide to any person receiving a copy of
this Prospectus without charge, upon request, a copy of any of the documents or
information incorporated by reference herein, except for certain exhibits to
such documents. Requests should be directed to Virginia Fitzpatrick , Secretary
of the Company at 350 Fifth Avenue, New york, NY 10118.
USE OF PROCEEDS
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The Company will not receive any proceeds as a result of any
sale of the Shares by the Shareholder. The Company previously sold the 100,000
shares to the Shareholder for $15 per share and used the proceeds for working
capital. See "Shareholder and Plan Of Distribution".
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THE COMPANY
Daxor Corporation ("Company") is a New York Corporation. The
Company has been in the cryobanking field. It has operated long term blood and
semen storage facilities. The Company has developed a Blood Volume Analyzer
(BVA-100), which has patent protection. The Company has received FDA clearance
for marketing this instrument. The company is initicting a marketing program to
distribute the Blood Volume Analyzer. The Company's operations are based at 350
Fifth Avenue, New York, New York 10118, telephone number (212) 244-0555.
SHAREHOLDER AND PLAN OF DISTRIBUTION
The 100,000 Shares being registered were recently purchased
from the Company.
The Shareholder is not and has never been associated with the
Company except in his capacity as an investor. The Shareholder currently owns
218,000 shares of Common Stock of the Company.
Sales of Shares will be effected for the account of the
Shareholder though customary brokerage channels at prevailing market prices,
either through broker-dealers acting as principals, who may then resell the
Shares. The Shareholder and broker-dealers acting as principals who may resell
the Shares may be deemed "underwriters", as that term is defined in the
Securities Act of 1933.
In the event this Registration Statement ceases to be
effective prior to the sale of all the Shares by the Shareholder, the unsold
Shares would be subject to restrictions on resale by reason of the Securities
Act of 1933, as amended, and be eligible for sale after compliance with the
waiting period and other requirements of Rule 144 thereunder.
DESCRIPTION OF COMMON STOCK
The holders of the Common Stock have one vote per share for
the election of directors, without provisions for cumulative voting, and on all
other matters. Thus, holders of more than 50% of the shares voting for the
election of directors can elect all the directors if they choose to do so.
Therefore, the Company's current principal shareholder, who is also an officer
and director, will be in a position to elect the entire Board of Directors of
the Company which in turn appoints the Company's officers. The Common Stock is
not redeemable and has no conversion or preemptive rights. All of the Shares of
Common Stock offered hereby, when issued, will be fully paid and non-assessable.
In the event of liquidation of the Company, the holders of Common Stock will
share equally in any balance of the corporate assets available for distribution
to them. The Company is authorized to pay dividends in cash or in securities or
other property when and as declared by the Board of Directors from funds legally
available therefore. The Company's Common Stock is listed on the American Stock
Exchange.
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LEGAL MATTERS
Matters in connection with the legality of the Shares
registered hereby will be passed upon for the Company by Gerald A. Kaufman, 33
Walt Whitman Road, Suite 233, Huntington Station, New York 11746.
EXPERTS
The balance sheets as of December 31, 1996 and 1995 and the
related statements of operations, changes in shareholders' equity and changes in
financial position for each of the three years in the period ended December 31,
1996 and the related financial statement schedules of Daxor Corporation,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1996, incorporated by reference in this Prospectus, and have been examined
by Kaden and Company, independent certified public accountants, whose report
thereon also is incorporated by reference in this Prospectus, and have been
incorporated herein in reliance upon the report of Kaden and Company, given upon
the authority of said firm as experts in accounting and auditing.
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No person hasbeen authorized to give any
information or to make any
representations, other than those contained
in this Prospectus, and, if given or made, DAXOR CORPORATION
such information or representations
must not be relied upon as having been
authorized by the Company. Neither
the delivery of this Prospectus nor any 100,000 Shares of
sale make hereunder shall create any Common Stock
implication that there has been no
change in the affairs of the Company
since the date of this Prospectus.
This Prospectus does not constitute
an offer to sell or a solicitation of PROSPECTUS
an offer to buy, any of these securities
other than the securities offered
hereby or an offer to or a solicitation
of any person in any jurisdiction March 18, 1998
where such an offer or solicitation
would be unlawful.
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GERALD A. KAUFMAN
ATTORNEY AT LAW
33 WALT WHITMAN ROAD
SUITE 233
HUNTINGTON STATION, NEW YORK 11746
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TELEPHONE (516) 271-2055
FAX (516) 271-2488
March 18, 1998
Daxor Corporation
350 Fifth Avenue
New York, New York
Re: Registration Statement on Form S-3
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Ladies/Gentlemen:
I have acted as counsel for Daxor Corporation (the "Company")
in connection with the Registration Statement on Form S-3 filed by the Company
with the Securities and Exchange Commission (the "Registration Statement")
relating to 100,000 shares of Common Stock ("Shares") to be issued to the
public.
In connection with the Registration Statement, I have examined
such records and documents and have made such other examinations as I deemed
relevant.
Based upon the above examination, I am of the opinion that the
Shares to be issued pursuant to the Registration Statement are validly
authorized and, when issued, will be fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to my name under the caption
"Legal Matters".
Sincerely yours,
Gerald A. Kaufman
GAK:jgc
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SIGNATURES
In accordance with 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 authorized this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the day of March, 1998.
DAXOR CORPORATION
By: /s/ JOSEPH FELDSCHUH
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President
In accordance with the requirements of the Securities Act of
1933, this Registration Statement or amendment has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE
Date: March 18, 1998 /s/ JOSEPH FELDSCHUH
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Joseph Feldschuh, M.D.
President and Director
(Chief Executive Officer)
Date: /s/ ROBERT ROSENTHAL
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Robert Rosenthal, M.D.
Vice President
Date: March 18, 1998 /s/ OCTAVIA ATANASIU
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Octavia Atanasiu
Treasurer(Chief Financial Officer)
Date: March 18, 1998 /s/ VIRGINIA FITZPATRICK
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Virginia Fitzpatrick
Secretary
Date: /s/ STEVEN MOSS
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Board of Directors
Date: /s/ BRUCE HACK
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Board of Directors
Date: March 18, 1998 /s/ JAMES LOMBARD
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Board of Directors
Date: March 18, 1998 /s/ MARTIN WOLPOFF
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Board of Directors
