<PAGE>
As filed with the Securities and Exchange Commission on: September 11, 1996.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under THE SECURITIES ACT OF 1933
HYDRON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
13-1574215
(I.R.S. Employer Identification Number)
1001 Yamato Road, Suite 403
Boca Raton, Florida 33431
(561) 994-6191
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Mr. Harvey Tauman, President
Hydron Technologies, Inc.
1001 Yamato Road, Suite 403
Boca Raton, Florida 33431
(561) 994-6191
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
Joseph A. Caccamo
Attorney at Law, P.C.
c/o Hydron Technologies, Inc.
1001 Yamato Road, Suite 403
Boca Raton, Florida 33431
(561) 994-6191
Approximate date of commencement of sale to the public: From time to
time after the Registration Statement is declared effective.
If the 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 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Class of Securities Amount To Be Proposed Maximum Proposed Maximum Amount
To Be Be Registered Registered(1) Price per Share(2) Offering Price of Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 1,500,000 $2.0625 $3,093,750
par value
Common Stock, $.01 500,000 $2.75 $1,375,000
par value
Common Stock, $.01 132,500 $2.285 $ 302,763
par value
Common Stock, $.01 40,000 $3.21875 $ 128,750
par value
Common Stock, $.01 20,000 $4.78125 $ 95,625
par value
Common Stock, $.01 60,000 $2.50 $ 150,000
par value
Common Stock, $.01 50,000 $4.60625 $ 230,313
par value
Common Stock, $.01 10,000 $5.00 $ 50,000
par value
Common Stock, $.01 1,000 $3.00 $ 3,000
par value
--------- ---------- ------
2,313,500 $5,429,201 $1,872
</TABLE>
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
______________________________________
(1) This Registration Statement covers such additional indeterminate number of
shares of Common Stock as may be issued upon exercise of options and
warrants by reason of adjustments in the number of shares of Common Stock
pursuant to anti-dilution provisions contained in the agreements and/or
plans under which the options and warrants were granted. Because such
additional shares of Common Stock will, if issued, be issued for no
additional consideration, no registration fee is required. Unless otherwise
specified, the number of shares of Common Stock specified is the number
which may be acquired upon exercise of options or warrants to purchase
Common Stock at the maximum exercise price thereof.
(2) Estimated solely for calculation of the amount of the registration fee. All
shares of Common Stock are being offered by the Selling Security Holders who
are not restricted as to the price or prices at which such securities may be
sold. It is anticipated that such securities will be offered at prices
approximating fluctuating market prices. Therefore, pursuant to Rule 457 of
the Securities Act of 1933, as amended, the registration fee has been
calculated based upon the higher of (i) the average of $2.125 per share and
$2.00 per share, the high and low prices of the Company's Common Stock on
September 9, 1996 as reported by The Nasdaq Stock Market - National Market
System, or (ii) the maximum exercise price per share for shares of Common
Stock issuable upon exercise of options and warrants to purchase Common
Stock.
2
<PAGE>
PROSPECTUS
HYDRON TECHNOLOGIES, INC.
2,313,500 Shares of Common Stock, $.01 Par Value
An aggregate of 2,313,500 shares of common stock, $.01 par value per
share, (the "Common Stock") of Hydron Technologies, Inc. ("HyTech" or the
"Company") being offered hereby, are being registered on behalf of the various
selling security holders named herein (sometimes the "Selling Security
Holders"). All of such shares are issuable upon exercise of various stock
options and warrants. The Selling Security Holders are not restricted in the
price or prices at which these securities may be sold and such sales may depress
the market price of the Company's Common Stock. See "Selling Security Holders."
This offering is not being underwritten. The shares of Common Stock
being offered hereunder may be sold by the Selling Security Holders and/or their
registered representatives from time to time at prices to be determined at the
time of such sales. There is no minimum required purchase and there is no
arrangement to have funds received by such Selling Security Holders and/or their
registered representatives placed in an escrow, trust or similar account or
arrangement, unless the proceeds come from a purchaser residing in a state in
which the sale of those securities has not yet been qualified.
The sale of the securities being offered hereby when made, will be made
through customary brokerage channels either through broker-dealers acting as
agents or brokers for the Selling Security Holders or through broker-dealers
acting as principals who may then resell the shares in the over-the-counter
market or otherwise, or by private sales in the over-the-counter market or
otherwise, at negotiated prices related to prevailing market prices at the time
of the sales, or by a combination of such methods of offering. Thus, the period
of distribution of such securities may occur over an extended period of time.
The Selling Security Holders and any broker-dealer who acts in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act of 1933, as amended (the "Securities Act"), and
any commission received by them and profit on any resale of the shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Security Holders will pay or assume brokerage
commissions or underwriting discounts incurred in connection with the sale of
their securities, which commissions or discounts will not be paid or assumed by
the Company. The Company is paying all of the other expenses of registering the
securities offered hereby under the Securities Act of 1933, as amended,
estimated to be $7,500 for filing, legal, accounting and miscellaneous fees and
expenses.
THESE SECURITIES INVOLVE CERTAIN RISKS TO THE INVESTOR. See "RISK
FACTORS."
SALES OF THE SECURITIES OFFERED HEREBY WHICH ARE MADE IN FLORIDA MUST
BE MADE THROUGH A BROKER/DEALER LICENSED WITH THE STATE OF FLORIDA.
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 Company's Common Stock is listed with and traded on The Nasdaq
Stock Market, National Market System ("Nasdaq National Market") under the symbol
HTEC. On September 9, 1996, the closing price of the Company's Common Stock was
$2.125.
The date of this Prospectus is September __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement on Form S-3
under the Securities Act of 1933, as amended, with respect to the securities
offered hereby. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement and
to the exhibits filed as a part thereof. Reference to the contents of any
contract or other document are not necessarily complete and, in each instance
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects, by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Commission. Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at certain of the Commission's
Regional Offices, including the offices located at Kluczynski Federal Building,
230 South Dearborn Street, Room 3190, Chicago, Illinois 60604 and 75 Park Place,
New York, New York 10007. Copies of such material can also be obtained from the
Commission's Public Reference Section 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Copies of such information may also be inspected at
the operations reports facilities of the National Association of Securities
Dealers Inc., 1735 K Street, 4th Floor, Washington, D.C. 20006.
The Company distributes to its shareholders annual reports containing
audited financial statements and furnishes its shareholders with proxy material
for its annual meetings complying with the proxy requirements of the Exchange
Act.
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SECURITY HOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY THE SELLING SECURITY HOLDERS TO SELL ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL FOR THE SELLING SECURITY HOLDERS TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Commission (File No. 0-6333) are incorporated in this Prospectus by reference to
the:
(i) Annual Report on Form 10-K for fiscal year ended December 31, 1995;
(ii) Quarterly Report on Form 10-Q for the period ended March 31, 1996;
(iii) Quarterly Report on Form 10-Q for the period ended June 30,
1996; and
(iv) Current Report on Form 8-K (date of report - July 19, 1996).
Any and all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or l5(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated by reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement herein or in any other subsequently filed document or in
any Prospectus supplement or amendment modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus, except as
indicated herein.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents incorporated by reference (other than exhibits to
such documents). Requests should be directed to: Hydron Technologies, Inc., 1001
Yamato Road, Suite 403, Boca Raton, Florida 33431, Attention: Mr. Chaudhury M.
Prasad, Vice President, Operations and Secretary; telephone (561) 994-6191 and
telecopier (561) 994-6598.
3
<PAGE>
THE COMPANY
Hydron Technologies, Inc. ("HyTech" or the "Company"), a New York
corporation organized on January 30, 1948, maintains its principal office at
1001 Yamato Road, Suite 403, Boca Raton, Florida 33431 and its telephone number
is (561) 994-6191. On July 30, 1993, its name was changed from Dento-Med
Industries, Inc.
BUSINESS
HyTech has the exclusive worldwide license to develop and market
products using Hydron(R) polymers, a scientifically-proven moisture attracting
ingredient, in the consumer and oral health care fields, and holds U.S. and
international patents on the only known means to suspend the Hydron polymer in a
stable emulsion that is cosmetically acceptable for use in personal
care/cosmetics products, creating a new moisturizing technology for the
cosmetics and pharmaceutical industries. HyTech has concentrated its development
activities to date, primarily on the application of these biocompatible,
hydrophilic polymers in various personal care/cosmetics products for consumers
and oral care products for dental professionals and consumers. Because of their
unique properties, management believes that products which utilize Hydron
polymers have the potential for wide acceptance in consumer and professional
health care markets.
During the fiscal year ended December 31, 1995 and for the six (6)
months ended June 30, 1996, substantially all sales of HyTech were made to QVC,
Inc. ("QVC"), the world's largest electronic retailer, which has certain
exclusive rights to market certain of HyTech's products in North America, South
America and Central America.
RISK FACTORS
The securities offered hereunder involve certain risks. In analyzing
this offering, prospective investors should carefully consider the following
risk factors relating to the Company.
1. Dependence Upon Single Customer. For the first six (6) months of the
fiscal year ending December 31, 1996, and for the full fiscal years ended
December 31, 1995 and 1994, ninety eight percent (98%) of HyTech's sales were
made to QVC and affiliated companies. For the foreseeable future, management is
of the belief that substantially all sales will be made to QVC. No obligation
exists for QVC to purchase product except to maintain its exclusive marketing
rights, and no assurances can be given that QVC will meet the escalating minimum
purchase levels for subsequent years in order to maintain such exclusive rights.
If QVC does not meet such minimum purchase levels, then HyTech has the right to
terminate the agreement and seek other marketing and distribution arrangements
for its products. The loss of QVC as a customer would have a material, adverse
impact upon the financial condition of HyTech.
2. Dependence Upon President and Consultants. The Company is
substantially dependent on the services of Mr. Harvey Tauman, the Chief
Executive Officer and President of the Company, as well as the principal
spokesman for the Company's products on the QVC shopping network. In addition,
it is dependent upon various professional and business consultants. Its future
success will be dependent, to a degree, upon its ability to retain Mr.
Tauman and such professionals and consultants.
4
<PAGE>
3. Competition. The business of developing and marketing personal
care/cosmetics and oral health care products is highly competitive and the
Company encounters competition from others with far greater financial resources,
experience and brand recognition in both the United States and foreign markets.
Although the Company is marketing personal care/cosmetics products based upon a
new and unique, patented technology, and believes that no other company
presently offers similar products, there can be no assurance that the Company's
marketing efforts will result in increased sales.
4. Dependence Upon Public Acceptance. Although the Company believes it
has the ability and experience to recognize potentially valuable products,
nevertheless, the Company's revenues are dependent on the success of its
products, which depends, among other matters, upon widespread public acceptance,
a factor which is difficult to predict and over which the Company has little, if
any, control. Management is currently reviewing various methods of marketing
Hydron brand products via traditional retail distribution as well as catalog
sales, but has not made any material firm commitments in such areas. However,
management recognizes that HyTech does not have the financial resources to
sustain a major national advertising campaign to market its products. In view of
the foregoing, management has obtained with QVC and Hydromercial Partners (the
joint venture which produced and markets an infomercial for Hydron brand
products), and continues to seek internationally, marketing, licensing and
distribution agreements with third parties which have greater financial
resources and that can enhance the Company's product introductions with
appropriate national marketing support programs. There can be no assurance that
the Company will be able to achieve widespread commercial acceptance of Hydron
brand products outside of QVC.
5. Regulations. Certain of the Company's products are subject to
various regulations, including those regulations of the Food and Drug
Administration. Since certain of the Company's products are relatively new, the
scope and impact of such regulations, and the promulgation of new regulations by
appropriate agencies, may have an adverse impact on the business of the Company.
6. Dilution. Purchasers of the shares of Common Stock offered
hereby will experience immediate and substantial dilution in the net tangible
book value of their investment.
USE OF PROCEEDS
If all of the options and warrants, the underlying shares of which are
being registered hereby, are exercised, then the Company will receive net
proceeds of approximately $2,350,454. No assurances can be given that any of
such options or warrants will be exercised, and that the Company will receive
any proceeds from this offering. Such net proceeds, if any, will be allocated to
the general working capital of the Company.
The Company will not receive any proceeds from the sale of securities
being sold pursuant to this offering by the Selling Security Holders.
DETERMINATION OF OFFERING PRICE
It is anticipated that the Common Stock being registered herein will be
offered for sale at prices approximating fluctuating market prices.
SELLING SECURITY HOLDERS
The following table sets forth certain information concerning ownership
of the Company's Common Stock of the Selling Security Holders who are offering
such securities for sale to the public, which information has been furnished by
such persons:
5
<PAGE>
<TABLE>
<CAPTION>
Name and Relationship, if any, Shares Owned Prior Shares Being Offered Shares and Percentage of
with Company and Affiliates to Offering for Sale(1) Class To Be Owned After
Offering (2)
- ------------------------------ ------------------ -------------------- ------------------------
<S> <C> <C> <C>
DTR Associates, Limited 1,712,500(4) 1,500,000 212,500(5)
Partnership (3)
QVC, Inc.(6) 1,000,000(7) 500,000 500,000(8)
Harvey Tauman(9) 2,345,000(10) 100,000 2,245,000/9.6%(11)
Richard Tauman(12) 110,000(13) 60,000 50,000
Chaudhury M. Prasad(14) 202,700(15) 2,500 200,200
Thomas G. Burns(16) 60,000(17) 10,000 50,000(18)
Karen Gray(19) 90,000(20) 10,000 80,000(21)
Frank Fiur(22) 155,000(23) 20,000 135,000(24)
Samuel M. Leb, M.D.(25) 291,252(26) 20,000 271,252/1.2%(27)
Nestor M. Cardero, CPA(28) 53,500(29) 20,000 33,500(30)
Joseph A. Caccamo(31) 65,500(32) 20,000 45,500(33)
Richard Banakus.(34) 1,520,000(35) 20,000 1,500,000/6.6%
Hugues Lamotte.(36) 420,000(37) 20,000 400,000/1.8%
Patricia Seinfeld 10,000 10,000 -0-
Angelique Repich 1,000 1,000 -0-
</TABLE>
- -------------------------
(1) Unless otherwise stated, represents shares underlying options or warrants.
(2) Unless specified percentage of class is less than one (1%) percent.
(3) See discussion below.
(4) Consists of options to purchase 1,712,500 shares of Common Stock.
(5) 212,500 shares underlying options have been registered for resale to the
public under one or more other registration statements.
(6) See discussion below.
(7) Consists of 500,000 shares and warrants to purchase 500,000 shares of Common
Stock.
(8) 500,000 shares have been registered for resale to the public under a
separate registration statement.
(9) Chairman of the Board of Directors, Chief Executive Officer, President and
Treasurer of the Company.
(10) Consists of 1,000,000 shares held directly; options to purchase 300,000
shares; 766,889 shares held as co-trustee and life estate beneficiary of
Marital Trust of deceased spouse; 233,111 held as personal representative
and life estate beneficiary of estate of deceased spouse; and 45,000 shares
held as trustee for an emancipated child.
(11) 200,000 shares underlying options have been registered for resale to the
public under a separate registration statement.
(12) Chief Operating Officer, Executive Vice President and a Director of the
Company.
(13) Consists of 50,000 shares held directly, and options to purchase
60,000 shares.
(14) Vice President, Operations, Secretary and a Director of the Company.
(15) Consists of 200,200 shares held directly and options to purchase 2,500
shares.
(16) Vice President, Finance and Chief Financial Officer of the Company.
(17) Consists of options to purchase 60,000 shares.
(18) 50,000 shares underlying options have been registered for resale to the
public under a separate registration statement.
(19) Vice President, Corporation Communications of the Company.
(20) Consists of options to purchase 90,000 shares.
(21) 80,000 shares underlying options have been registered for resale to the
public under one or more other registration statements.
(22) Director of the Company.
(23) Consists of 125,000 shares held directly;,and options to purchase 30,000
shares. Does not include 114,000 shares held directly by Evette Fiur, his
wife, as to which he disclaims beneficial ownership.
(24) 10,000 shares underlying options have been registered for resale to the
public under a separate registration statement.
(25) Director of the Company.
(26) Consists of 127,100 shares held jointly with his wife; 124,152 shares held
indirectly through an IRA; and options to purchase 40,000 shares.
(27) 20,000 shares underlying options have been registered for resale to the
public under one or more other registration statements.
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<PAGE>
(28) Director of the Company.
(29) Consists of 1,500 shares held indirectly through an IRA; 2,000 shares held
jointly with his wife; 20,000 shares of Common Stock held directly; and
options to purchase 30,000 shares. Does not include 1,500 shares held by
his wife in an IRA, as to which Mr. Cardero disclaims beneficial ownership.
(30) 10,000 shares underlying options have been registered for resale to the
public under a separate registration statement.
(31) Director of the Company and principal of counsel to the Company.
(32) Consists of options to purchase 65,000 shares and 500 shares held as
trustee for the benefit of his children.
(33) 45,000 shares underlying options have been registered for resale to the
public under one or more other registration statements.
(34) Director of the Company.
(35) Consists of 1,500,000 shares held directly and options to purchase 20,000
shares.
(36) Director of the Company.
(37) Consists of 300,000 shares held directly and options to purchase 120,000
shares.
On July 19, 1996 HyTech entered into an amended license agreement
effective as of May 31, 1996 (the "Amendment") with QVC, Inc. ("QVC"), which
amends the License Agreement dated December 6, 1993 (the "License Agreement").
The Amendment, which expires two (2) years from May 31, 1996, provides HyTech
with certain retail marketing rights to its Hydron brand product lines, (i.e.,
traditional department stores, specialty stores, boutiques and beauty salons)
and catalog sales, and significantly higher minimum product purchase
requirements for QVC in order for QVC to maintain its exclusive rights to market
Hydron brand consumer products within North, South and Central America through
direct response television. The Amendment is automatically renewable for like
terms if QVC purchases certain escalating minimum quantities of product.
In conjunction with the execution and delivery of the Amendment, QVC
has paid HyTech $1.25 million in payment for the exercise of warrants to
purchase 500,000 shares of Common Stock of HyTech at $2.50 per share. Further,
HyTech has granted an additional warrant to QVC to purchase 500,000 shares of
Common Stock at $2.75 per share for a five year period. The 500,000 shares of
Common Stock underlying such additional warrant are being registered for resale
to the public hereunder. Further still, with the exception of the aforementioned
warrant, QVC has agreed to a standstill provision not to purchase additional
shares of Common Stock without the consent of HyTech.
Concurrent with the execution and delivery of the Amendment, and as
part of the overall transaction, HyTech has granted to DTR Associates, a
Massachusetts limited partnership ("DTR"), an option to purchase 1.5 million
shares of Common Stock at the purchase price of $.01 per share (the "DTR
Option"). The 1.5 million shares of Common Stock underlying the DTR Option are
being registered for resale to the public hereunder. As the result of such
grant, HyTech will record a one-time non-cash charge against earnings of
approximately $3.1 million for the third quarter of 1996, which will have no
effect upon net shareholders' equity of HyTech. DTR had previously introduced
HyTech to QVC and was receiving a royalty payment from QVC on net sales of
Hydron brand products from direct response television. In connection with the
execution and delivery of the Amendment, DTR has agreed to terminate its right
to receive such royalty payments in return for the DTR Option. If the minimum
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<PAGE>
purchase level for the first renewal period was met under the License Agreement,
DTR would have received approximately $5 million in royalty payments from QVC
over the next two (2) years.
The Selling Security Holders have contractual "piggy-back" registration
rights which obligated the Company at its expense, exclusive of fees and
expenses of the Selling Security Holders' attorneys or other representatives and
selling or brokerage commissions, if any, as the result of the sale of such
shares, to include their shares of Common Stock in the registration statement of
which this Prospectus forms a part.
The Selling Security Holders are not restricted as to the price or
prices at which they may sell their respective securities and sales of such
securities at less than the market price may depress the market price of the
Company's Common Stock. It is anticipated that the sale of the securities being
offered hereby, when made, will be made through customary channels, either
through broker-dealers acting as agents or brokers for the seller, or through
broker-dealers acting as principals, who may then resell the shares in the
over-the-counter market, or at private sales in the over-the-counter market or
otherwise, at negotiated prices related to prevailing market prices at the time
of the sales, or by a combination of such methods. Thus, the period for sale of
such securities by the Selling Security Holders may occur over an extended
period of time.
The Selling Security Holders and any broker-dealers who act in
connection with the sale of shares of Common Stock hereunder may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, and
any commissions received by them and proceeds of any sale of the shares of
Common Stock may be deemed to be underwriting discounts and commissions under
such act.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The Company has 30,000,000 authorized shares of Common Stock, of which
23,206,698 are outstanding, exclusive of shares reserved for issuance upon the
exercise of all options previously granted by the Company. The holders of Common
Stock have the right to elect all the members of the Board of Directors. There
are no cumulative voting rights, and the Company has only one (1) class of
directors.
Shares of Common Stock have no redemption, preemptive or sinking fund
rights. The holders of these shares are entitled to receive dividends ratably
when and as declared by the Board of Directors out of funds legally available
therefor under the laws of the State of New York, and to share ratably in the
net assets of the Company upon liquidation and dissolution thereof.
No cash dividends were paid during the fiscal year ended December 31,
1994 or at any time prior thereto. In January 1995, HyTech instituted a regular
quarterly cash dividend of two and one-half cents ($.025) per share and paid a
dividend in March, June, September and December 1995. Such regular quarterly
dividend was paid in March 1996 and June 1996, and has been declared for
shareholders of record on September 16, 1996 and payable on September 30, 1996.
The payment of dividends in the future will be determined by the Board of
Directors in light of conditions then existing, including HyTech's earnings and
financial condition.
The affirmative vote of eighty (80%) percent of all classes of stock of
the Company entitled to vote for the election of directors voting as one (1)
class shall be required to authorize any merger, consolidation or sale of
substantially all of the assets of the Company, unless either (i) the Board of
Directors unanimously proposes such transaction, and the members of the Board of
Directors which proposed such transaction are all continuing directors
subsequent to the consummation of the transaction or (ii) such merger,
consolidation or sale of assets is with a subsidiary, and the majority of the
outstanding stock entitled to vote for the election of directors of such
subsidiary is held by the
8
<PAGE>
Company subsequent to the transaction. If either of these two (2) provisions
are met, then the requisite affirmative vote for a merger, consolidation or
sale of substantially all of the assets of the Company shall be governed by the
applicable provisions of the Business Corporation Law of the State of New York.
TRANSFER AGENT
The transfer agent for the Company's Common Stock is American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005.
LEGAL MATTERS
Legal matters in connection with the securities being offered hereby
will be passed upon by Joseph A. Caccamo Attorney at Law, P.C., the principal of
which is a Director of the Company who owns options to acquire 65,000 shares of
Common Stock and beneficially owns 500 shares of Common Stock as trustee of a
trust for the benefit of his children.
EXPERTS
The consolidated financial statements of Hydron Technologies, Inc.
appearing in Hydron Technologies, Inc.'s Annual Report (Form 10-K) for the year
ended December 31, 1995 have been audited by Ernst & Young, LLP, independent
certified public accountants, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
INDEMNIFICATION
New York Business Corporation Law
Section 721 of the New York Business Corporation Law ("NYBCL") provides
a nonexclusive method of indemnification and advancement of expenses for
officers and directors of New York corporations. Section 722 of the NYBCL
provides that any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and including an action by or in the
right of the corporation or any other corporation to procure a judgment in its
respective favor (an "Action"), by reason of the fact that such person is or was
a director or officer of the corporation, or is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the corporation, may be indemnified
by the corporation against judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred in connection with the
defense of or as a result of an Action or in connection with any appeal thereof;
provided that no indemnification shall be made to or on behalf of any director
or officer if a judgment or other final adjudication adverse to such director or
officer establishes that (i) his or her acts were committed in bad faith or were
the result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (ii) such person personally
gained in fact a financial profit or other advantage to which he or she was not
legally entitled.
Section 723 of the NYBCL further provides that the Company may, from
time to time, advance funds to any director or officer of the Company for
expenses (including attorneys' fees) incurred in defending any Action in advance
of the final disposition of such Action; provided that, no such advancement
shall be made until receipt of any undertaking by or on behalf of such director
or officer to repay such amount if it is ultimately determined that such officer
or director was now entitled to
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indemnification, as previously discussed. Such section further provides that a
person who is successful in defending an Action, on the merits or otherwise,
shall be entitled to indemnification. Additionally, Section 726 of the NYBCL
provides that a corporation shall be permitted to purchase and maintain
insurance for its own indemnification and that of its directors and officers.
By-Laws
Article IX of the By-Laws provides that the Company shall indemnify the
officers and directors of the Company to the fullest extent provided by New York
law.
Commission Policy
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and other agents of the Company, the Company
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
Limitation of Potential Monetary Liability of Directors
Article Tenth of the Company's Certificate of Incorporation eliminates
the potential monetary liability of a Director of the Company to the Company or
its shareholders for breach of such Director's fiduciary duties, unless a
judgment or other final adjudication adverse to such Director establishes that:
(i) such actions or inaction were in bad faith or constituted a knowing
violation of law; (ii) such director gained a financial profit or other benefit
to which he would not be otherwise entitled; or (iii) such actions violate NYBCL
Section 719 (declaration of improper dividends, improper authorization for
repurchase of a corporation's own common stock and improper authorization of
loans to directors).
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TABLE OF CONTENTS
Available Information 2
Documents Incorporated
by Reference 3
The Company 4
Business 4
Risk Factors 4
Use of Proceeds 5
Determination of Offering
- -Price 5
Selling Security
- -Holders 6
Description of Securities to Be Registered 8
Transfer Agent 9
Legal Matters 9
Experts 9
Indemnification 9
PROSPECTUS
2,313,500 Shares of $.01
Par Value Common
Stock
of
HYDRON
TECHNOLOGIES, INC.
*************************
******************************************************************************
Prospectus dated September [ ], 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fees - Securities and
Exchange Commission $ 1,872
*Legal fees and expenses 2,500
*Accounting fees and expenses 2,500
*Miscellaneous 628
--------
*Total $ 7,500
======
- -----------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
See "Indemnification" contained in Part I hereof, which is incorporated herein
by reference.
ITEM 16. EXHIBITS
Number Description
5.1 Opinion of Joseph A. Caccamo Attorney at Law, P.C.
23.1 Consent of Ernst & Young, LLP, independent certified public
accountants.
23.2 Consent of Joseph A. Caccamo Attorney at Law, P.C. is contained in
Exhibit No. 5.1.
ITEM 17. UNDERTAKINGS
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;
(iii) 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 all of
the securities being registered which remain unsold at the termination of the
offering.
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 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 the time
shall be deemed to be the initial bona fide offering thereof.
II-1
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The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement, including any amendments thereto, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boca Raton, State of
Florida, on the 6th day of September, 1996.
HYDRON TECHNOLOGIES, INC.
By: /s/ Harvey Tauman
------------------------------
Harvey Tauman, President,
Treasurer and Chairman of the Board
Each of the undersigned Directors and Officers of Hydron Technologies,
Inc. hereby appoints Harvey Tauman as attorney-in-fact for the undersigned, with
full power of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange Commission under
the Securities Act of 1933 any and all amendments and exhibits to this
Registration Statement and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary or
desirable.
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
By: /s/ Harvey Tauman By : /s/ Thomas G. Burns
------------------------------ ------------------------------------
Chairman of the Board of Directors Thomas G. Burns, Chief Financial Officer
(Principal Executive Officer) (Principal Accounting and Financial
September 6, 1996 Officer)
September 6, 1996
By: /s/ Richard Tauman By: /s/ Chaudhury M. Prasad
------------------------------ -------------------------------------
Richard Tauman, Director Chaudhury M. Prasad, Director
September 6, 1996 September 6, 1996
By: /s/ Frank Fiur By: /s/ Samuel Leb
------------------------------ ----------------------------------
Frank Fiur, Director Samuel Leb, M.D., Director
September 9, 1996 September 9, 1996
By : /s/ Nestor M. Cardero By: /s/ Joseph A. Caccamo
----------------------------- -------------------------------------
Nestor M. Cardero, CPA, Director Joseph A. Caccamo, Director
September 9, 1996 September 6, 1996
By: By:
------------------------------ -------------------------------------
Richard Banakus, Director Hugues Lamotte, Director
September __, 1996 September __, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
HYDRON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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EXHIBIT INDEX
Number Description Page No.
5.1 Opinion of Joseph A. Caccamo Attorney at Law, P.C. 25
23.1 Consent of Ernst & Young, LLP, independent certified
public accountants 28
23.2 Consent of Joseph A. Caccamo Attorney at Law, P.C.
is contained in Exhibit No. 5.1.
<PAGE>
[LETTERHEAD OF JOSEPH A. CACCAMO ATTORNEY AT LAW, P.C.]
September 9, 1996
Hydron Technologies, Inc.
1001 Yamato Road, Suite 403
Boca Raton, Florida 33431
Re: Hydron Technologies, Inc.
Gentlemen:
We have acted as counsel to Hydron Technologies, Inc., a New York
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission for the purpose of registering an aggregate of 2,313,500 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock"), of the
Company under the Securities Act of 1933, as amended (the "Act"), to be issued
upon proper exercise of various stock options and warrants, in the names of the
persons and in the amounts set forth under the caption "Selling Security
Holders" in pages 6-7 of the Prospectus contained in the Registration Statement
(collectively the "Selling Security Holders").
As counsel for the Company, we have examined and are familiar with the
Certificate of Incorporation and By-Laws of the Company, and all amendments
thereto. We are also familiar with the form of the Company's stock certificate,
the various stock option agreements pursuant to which shares of Common Stock are
to be issued, as well as all corporate proceedings taken by the Company in
connection with the authorization of the issuance of the Shares. Throughout such
examination we have assumed the genuineness of signatures and accuracy and
conformity to original documents of all copies of documents supplied to us. As
to questions of fact material to the opinion expressed herein, we have, when
relevant facts were not independently determinable, relied upon information
furnished to us by officers and directors of the Company or their duly
authorized agents or employees.
Based upon the foregoing, it is our opinion that the Shares to be
issued to the Selling Security Holders, when certificates therefor have been
duly executed and delivered and the consideration therefor duly paid upon proper
exercise of the several stock option agreements and warrants, will be validly
issued, fully paid and nonassessable.
<PAGE>
JOSEPH A. CACCAMO
ATTORNEY AT LAW, P.C.
Hydron Technologies, Inc.
September 9, 1996
Page no. 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part thereof.
The principal of this firm owns options to acquire 65,000 shares of
Common Stock and beneficially owns 500 shares of Common Stock as trustee of a
trust for the benefit of his children.
Very truly yours,
/s/ Joseph A. Caccamo Attorney at Law, P.C.
Joseph A. Caccamo
Attorney at Law, P.C.
<PAGE>
CONSENT OF ERNEST & YOUNG LLP
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Hydron Technologies,
Inc. for the registration of 2,313,500 shares of its common stock and to the
incorporation by reference therein of our report dated February 21, 1996, with
respect to the consolidated financial statements of Hydron Technologies, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst Young LLP
West Palm Beach, Florida
September 6, 1996
