<PAGE>
As filed with the Securities and Exchange Commission on March 28, 1996.
Registration No. 33-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
MICRO BIO-MEDICS, INC.
(Exact Name of Issuer as specified in its Charter)
New York 13-2692560
-------- ----------
(State of other Jurisdiction (I.R.S. Employer
Incorporation or Organization) Identification No.)
846 Pelham Parkway, Pelham Manor, NY 10803
(Address of Principal Executive Offices) (Zip Code)
----------
MICRO BIO-MEDICS, INC. 1992 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
(Full title of the Plans)
Bruce J. Haber
Micro Bio-Medics, Inc.
846 Pelham Parkway
Pelham Manor, NY 10803
(914) 738-8400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------
Copies of all communications to:
Steven Morse, Esq.
Lester Morse P.C.
111 Great Neck Road
Great Neck, NY 11021
Pursuant to Rule 429, this Registration Statement constitutes a Post-Effective
Amendment to the Registrant's Form S-8 Registration Statement, File No. 33-46231
which relates to 166,017 shares underlying the Registrant's 1982 Incentive Stock
Option Plan, 416,666 shares underlying the Registrant's 1989 Non-Qualified Stock
Option Plan, 600,000 shares underlying the Registrant's 1992 Incentive and Non-
Qualified Stock Option Plan and 72,001 shares underlying options granted to
certain directors outside of the Registrant's aforesaid stock option plans
including the resale of all of the aforesaid shares. Pursuant to Rule 429, this
Registration Statement constitutes a Post-Effective Amendment to the
Registrant's Form S-8 Registration Statement, File No. 33-66726 which relates to
an additional 250,000 shares underlying the Registrant's 1992 Incentive and Non-
Statutory Stock Option Plan. Accordingly, the entire contents of the
Registrant's Registration Statement on Form S-8, File No. 33-46231 and File #33-
66726 are incorporated by reference.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to be Amount to be Offering Aggregate Registra-
Registered Registered Price Per Offering tion Fee (3)
(4) Share (3) Price (3)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Common Stock, 1,000,000 $15.00 $15,000,000 $5,172.41
Par Value $.03 (1)(2)
Per Share
- --------------------------------------------------------------------------------
Total $15,000,000 $5,172.41
- --------------------------------------------------------------------------------
</TABLE>
______________
(1) The 1992 Incentive and Non-Qualified Stock Option Plan (the "1992 Plan")
originally authorized the granting of Incentive and Non-Qualified Stock
Options to purchase an aggregate of 600,000 shares of Common Stock. The
1992 Plan was adopted by the Board of Directors on January 28, 1992 and by
stockholders on September 17, 1992. At the time of filing Registration
Statement, File No. 33-46231, the Registrant paid a filing fee with respect
to the aforesaid 600,000 shares. In March 1993, the Board of Directors
authorized, and in June 1993 the stockholders approved, an increase in the
authorized number of shares under the 1992 Plan to 850,000 shares. At the
time of the filing of the Registration Statement #33-66726, the Registrant
paid a filing fee with respect to 250,000 shares. The calculation of
registration fee is based upon the 1,000,000 share increase in the Plan.
(2) Pursuant to Rule 416 promulgated under the Securities Act of 1933, an
additional undeterminable number of shares of Common Stock is being
registered to cover any adjustments in the number of shares of Common Stock
pursuant to the anti-dilution provisions of the 1992 Plan.
(3) Estimated solely for the purpose of calculating the registration fee and
based on no less than the closing sales price of the Company's Common Stock
on NASDAQ/NMS as reported in the Wall Street Journal on a date within five
business days of the filing of this Form S-8 Registration Statement.
(4) Includes the exercise of options and the resale of such shares to the
public as Selling Security Holders.
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains a prospectus on Form S-3 relating to reofferings of shares of common
stock, par value $.03 per share (the "Common Stock"), of Micro Bio-Medics, Inc.,
a New York corporation (the "Company"), acquired or which may be acquired
pursuant to its 1982 Incentive Stock Option Plan (the "1982 Plan"), 1989 Non-
Qualified Stock Option Plan (the "1989 Plan"), 1992 Incentive and Non-Qualified
Stock Option Plan (the "1992 Plan") or pursuant to the exercise of options
granted outside of such plans by persons who may be deemed to be affiliates of
the Company.
The Re-Offer Prospectus contained herein supersedes the Re-Offer Prospectus
contained in previously filed Registration Statements, File No. 33-46231 and
File No. 33-66726 as they pertain to securities that have not been resold.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated hereby by reference and made a part hereof is the
Company's Annual Report on Form 10-K for the fiscal year ended November 30,
1995, as amended, filed under the Securities Exchange Act of 1934 (the "Exchange
Act"), all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's fiscal year ended November 30, 1995
and Form 8-A which was declared effective by the Securities and Exchange
Commission on September 4, 1984 registering the Company's Common Stock under
Section 12(g) of the Exchange Act which documents are on file with the
Securities and Exchange Commission. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the securities being registered by this Registration
Statement is being passed upon by Lester Morse P.C., 111 Great Neck Road, Suite
420, Great Neck, NY 11021, counsel to the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Business Corporation Law of the State of New York provides for
indemnification of officers and directors under certain circumstances against
reasonable expenses, including attorney fees, actually and necessarily incurred
in connection with the defense of an action brought against him by reason of his
being a director or officer. Bruce Haber, President of the Company, has an
employment contract with the Company which provides for indemnification for any
claim or lawsuit which may be asserted against him in acting in such capacity
for the Company provided said indemnification is not in violation of any federal
or state law, rule or regulation.
The Certificate also contains a provision eliminating the liability of a
director to the Company or its stockholders for monetary damages for any breach
of duty in such capacity, provided that this provision shall not eliminate or
limit liability of any director if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were made in bad faith or
involved intentional misconduct or a knowing violation of law or
3
<PAGE>
that he personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the New
York Business Corporation Law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
No restricted shares have been sold under the 1992 Plan. However, in
connection with the Company's 1982 Plan as of February 19, 1992, employees have
exercised an aggregate of 4,834 restricted shares of Common Stock by four
employees and one former employee. Two of the employees who are officers of the
Company purchased an aggregate of 2,167 shares. Exemption is claimed under
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
since no public advertising or solicitation was involved in the transactions;
each purchaser represented that he was acquiring the shares for investment and
without a view to a distribution thereof; and a legend was placed on all
certificates noting the restrictions on transfer under the Securities Act.
Item 8. EXHIBITS
The following is a complete list of exhibits filed as a part of, or
incorporated by reference in, this Registration Statement.
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<S> <C>
5 Opinion of Lester Morse P.C. re legality of shares of
Common Stock being registered. *
23.1 Consent of Miller, Ellin & Co. *
23.2 Consent of Lester Morse P.C.
(Included in Exhibit 5.)
29.1 1982 Incentive Stock Option Plan of Registrant
(incorporated by reference to Exhibit 10.4 included in
the Company's Form S-18 Registration Statement, File
No. 2-89795-NY).
29.2 1989 Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 28 included in the Company's Form
10-K for the fiscal year ended November 30, 1989.
29.3 1992 Incentive and Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit 28(A) included in
the Company's Form 10-K for the fiscal year ended
November 30, 1991).
4
<PAGE>
29.4 Agreements with certain directors for options, which
have been granted, outside of the 1982, 1989 or 1992
Plans (incorporated by reference to Exhibit 28.4
included in the Company's Form S-8 Registration
Statement, File No. 33-46231).
29.5 Amendment to 1992 Incentive and Non-Qualified Stock
Option Plan. (Incorporated by reference to Exhibit
29.5 included in the Company's Form S-8 Registration
Statement File No. 33-66726.)
29.6 Further Amendments to 1992 Incentive and Non-Statutory
Option Plan. *
</TABLE>
_______________
* Filed herewith.
Item 9. UNDERTAKINGS
A. TO UPDATE ANNUALLY
The undersigned registrant hereby undertakes (1) other than as
provided in the proviso to item 512(a) of Regulation S-K, 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, (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, and (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; (2)
that for the purpose of determining any liability under the Securities Act, each
such post-effective amendment that contains a form of prospectus 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; and (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. INCORPORATION OF SUBSEQUENT SECURITIES
EXCHANGE ACT OF 1934 DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit
5
<PAGE>
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE>
RE-OFFER PROSPECTUS
MICRO BIO-MEDICS, INC.
846 Pelham Parkway
Pelham Manor, NY 10803
1,361,499 Shares of Common Stock, Par Value $.03 Per Share
This Prospectus relates to the subsequent resale or offer for sale in the
over-the-counter market on the NASDAQ System or otherwise of 1,361,499 shares of
common stock, par value $.03 per share ("Common Stock"), of Micro Bio-Medics,
Inc., a New York corporation (the "Company"), which may be (or have been)
acquired by certain officers and directors who may be deemed affiliates of the
Company pursuant to the exercise by them of options granted (or which may be
granted) pursuant to the terms of the Company's 1982 Incentive Stock Option Plan
(the "1982 Plan"), the Company's 1989 Non-Qualified Stock Option Plan (the "1989
Plan"), the Company's 1992 Incentive and Non-Qualified Stock Option Plan, or
pursuant to the exercise of options granted to them outside of the 1982 Plan,
the 1989 Plan or 1992 Plan. In connection with such resales or offers of sale,
certain officers and directors of the Company and the brokers or dealers through
whom such shares may be sold may be deemed to be "underwriters" as that term is
defined in Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act").
--------------------
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.
--------------------
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon.
THE DATE OF THIS PROSPECTUS IS MARCH __, 1996.
A-1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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 (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Commission's
offices at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices, 75 Park Place, New York, New York 10007 and Kluczynski Federal
Building, 230 South Dearborn Street, Chicago, Illinois 60604, and copies of such
materials may also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information,
exhibits and undertakings contained in the Registration Statement. Such
additional information can be inspected at the principal office of the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies
of the Registration Statement can be obtained from the Commission at prescribed
rates by writing to the Commission at such address. For further information
with respect to the Company and the securities offered hereby, reference is made
to the Registration Statement, including the exhibits thereto. The summaries in
this Prospectus of additional information included in the Registration Statement
are qualified in their entirety by reference to such information or exhibits.
A copy of any document (but not exhibits thereto) incorporated by reference
in the Registration Statement of which this Prospectus forms a part but which is
not delivered with this Prospectus will be provided by the Company without
charge to any persons to whom this Prospectus has been delivered, upon the oral
or written request of such person. Such requests should be directed to the
attention of Shareholder Communications at the principal executive offices of
the Company presently at 846 Pelham Parkway, Pelham Manor, New York 10803,
Telephone No. (914) 738-8400.
A-2
<PAGE>
THE COMPANY
OVERVIEW
Micro Bio-Medics, Inc. (the "Company") is a New York company which was
incorporated in 1971. The Company distributes medical supplies to physicians
and hospitals in the New York metropolitan area, as well as to health care
professionals in the sports medicine, emergency medicine, school health,
industrial safety, government and laboratory markets nationwide. The Company
depends upon the continued supply of the products it distributes, however, it
does not depend upon any single source. The Company has neither encountered nor
does it anticipate any difficulty in obtaining the necessary products. No one
customer has accounted for more than 10% of the Company's revenues during the
fiscal years ended November 30, 1995, November 30, 1994 and November 30, 1992.
CALIGOR DIVISION
The Company's Caligor Division is a physician supplier in the New York
metropolitan area, serving over 12,000 physicians and laboratories. It also
serves local hospitals, nursing homes and industrial medical departments.
Caligor provides its physicians with a comprehensive selection of supplies
and related services. The division's estimated 50,000 supplies range from
bandages and pharmaceuticals to sophisticated diagnostic equipment, while the
services range from equipment repair to the complete design and installation of
new offices, waiting rooms, exam rooms and laboratories.
The Caligor division through Caligor Physicians & Hospital Supply Corp., a
wholly owned subsidiary of the Company, also operates a retail pharmacy in
Manhattan to serve local physicians and their patients. In addition, the
Caligor Division supplies independent clinical labs, hospital labs, and
physician in-office labs with diagnostic equipment, test kits, reagents and
disposables.
Over the past few years, the Caligor Division has been able to acquire a
number of smaller distributors, resulting in significant economies of scale and
improved operating efficiencies. Caligor has increased its market share in
these new territories with the same combination of sales force support, direct
mail, catalogs and telemarketing sales that it uses in existing territories.
MBM DIVISION
The MBM Division distributes sports medicine supplies, school nurse
supplies, medical equipment and rehabilitation equipment to over 10,000 schools,
colleges, municipalities, emergency medical units and professional sports teams
around the country, including many of the major and minor league baseball,
basketball, football and hockey teams. Revenues derived from municipalities and
school districts are derived from competitive bidding.
A-3
<PAGE>
Like the Caligor Division, MBM serves its customers with a comprehensive
line of supplies and services, ranging from the delivery of athletic tape to an
NFL team on the road to the complete design, furnishing and stocking of a
training room, sports medicine clinic, or school nurse office.
MBM markets its product line primarily via three catalogs which it
distributes to customers and prospective customers each year. These catalogs
are supported by direct mail, telemarketing, professional journal advertising,
national and local trade show exhibitions, and an inside sales and customer
service staff.
The seasonal buying habits of the Company's school and athletic customers
is concentrated between the months of June and September of each year. Although
the Company's marketing expenses relating to such customers are incurred
throughout the year, the Company has experienced no problem in meeting its cash
requirements as a result of its working capital and extension of credit under
its Revolving Credit Agreement.
HEALER PRODUCTS DIVISION
The Company's Healer Products Division is an assembler and wholesaler of
first aid kits and private label medical products. These products, in turn, are
marketed by the Company's other divisions, and sold to numerous outside markets
through a network of commissioned sales agents. The first aid and medical kits
are produced in a variety of forms and sizes, but are generally designed for use
in government, industry, schools, emergency medical organizations, hospitals,
homes and recreational facilities.
The Healer Products Division also produces specialized kits for volunteer
ambulance corps, emergency squads, corporate offices, construction operations,
restaurants, retail stores, boats, athletic activities, motor vehicles, and
sales promotion purposes as well as for specific medical problems such as
burns, poisoning, insect stings, traumatic accidents, obstetrical emergencies
and eye injuries.
Many of the products contained in the kits are generic and are marketed
under the Company's private label. The use of private-label generic products
permits attractive pricing for the Company and its customers and creates a
consistent, positive brand image among customers.
ACQUISITION OF STONE MEDICAL SUPPLY CORPORATION
Pursuant to an Agreement for Merger and Reorganization dated November 2,
1995 among MBM, Diagnostic Leasing Corp. ("DLC"), Stone Medical Supply
Corporation ("Stone"), a distributor of physician and podiatry supplies and
equipment, and Andrew D. Stone, Stone was merged into DLC with DLC as the
surviving corporation on January 18, 1996. The Company issued approximately
280,696 shares of its Common Stock in exchange for the outstanding shares of
Stone. Subsequent to the merger, DLC changed its name to Stone Medical Supply
Corporation.
A-4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by all persons known by the
Company to be beneficial owners of more than 5% of its Common Stock and all
executive officers and directors, both individually and as a group. For
purposes of calculating the amount of beneficial ownership and the respective
percentages, the number of shares of Common Stock which may be acquired by a
person within sixty days of March 1, 1996 are considered outstanding, but shall
not be deemed to be outstanding for the purpose of computing the percentage of
Common Stock owned by any other person.
<TABLE>
<CAPTION>
Amount
and Nature Approximate
Name and Address of of Beneficial Percent
Beneficial Owner (1) Ownership (1) of Class (2)
- -------------------- ------------- ------------
<S> <C> <C>
Renee Steinberg (3)(12)
20080 Boca West Drive
Apt. 458
Boca Raton, FL 33434 140,668 3.4
Bruce J. Haber (4) 923,834 18.6
Louis Buther (5) 181,667 4.2
Marvin S. Caligor (11) 106,083 2.5
Ernest W. Nelson (6) 121,834 2.8
Gary Butler (7) 19,500 *
K. Deane Reade, Jr.(8)(10)
One Madison Ave. Suite 25A
Box 20
New York, NY 10010 194,519 4.5
Michael Levy (12) 6,000 *
Stuart F. Fleischer (13) 20,000 *
All executive officers
and directors as a group
(nine persons) (9) 1,759,105 31.8
</TABLE>
____________________
* Represents less than one percent of the outstanding Common Stock.
(1) Unless otherwise indicated, all shares are directly owned and investing
power is held by the persons named. All addresses, except as otherwise
noted, are c/o of Micro Bio-Medics, Inc., 846 Pelham Parkway, Pelham Manor,
NY 10803.
(2) Based upon 4,172,755 shares of Common Stock outstanding on March 1, 1996
after giving effect to the January 18, 1996 acquisition of Stone Medical
Supply Corporation through the issuance of 280,696 shares. The foregoing
A-5
<PAGE>
does not include the possible issuance of shares in connection with the
exercise or conversion of outstanding warrants, options or debentures.
(3) May be deemed to be a "founder" or "parent" of MBM for purposes of the
Securities Act of 1933, as amended. Includes options to purchase 27,334
shares granted to Renee Steinberg.
(4) Includes options to purchase 805,000 shares granted to Mr. Haber. A non-
executive officer of MBM has agreed for a period of ten years from January
18, 1996, unless such shares are transferred to an unrelated third party,
to vote such shares in accordance with the directions of Bruce J. Haber, or
if Mr. Haber dies, becomes disabled or is unable to give such directions,
then in accordance with the directions of the board of directors of MBM.
The amount of shares included in Mr.Haber's beneficial ownership does not
include such non-executive officer's shares. If such non-executive
officer's shares are deemed beneficially owned by Mr. Haber, then Mr. Haber
may be deemed to beneficially own 1,085,286 shares (21.2%).
(5) Includes options to purchase 165,333 shares granted to Mr. Buther.
(6) Includes options to purchase 113,666 shares granted to Mr. Nelson.
(7) Includes options to purchase 13,166 shares granted to Mr. Butler.
(8) Includes shares owned under certain retirement trusts and profit sharing
plans.
(9) Includes options to purchase 1,356,499 shares granted to officers and
directors, 25,000 shares issuable upon exercise of Debentures and 20,021
shares issuable upon exercise of 19,122 Series 1 Warrants. The amount of
shares owned by all executive officers and directors as a group does not
include 161,452 shares of Common Stock which may be deemed beneficially
owned by Bruce Haber as discussed in footnote 4. In the event that such
161,452 shares were deemed beneficially owned by Mr. Haber, then the amount
of shares beneficially owned by all executive officers and directors as a
group would be 1,925,000 representing 34.0% of MBM's outstanding shares.
(10) Includes options to purchase 128,333 shares. Also includes 7,853 shares
issuable upon exercise of 7,500 Series 1 Warrants and 25,000 shares
issuable upon conversion of certain Debentures.
(11) Includes options to purchase 74,667 shares granted to Mr. Caligor and
12,168 shares issuable upon exercise of 11,622 Series 1 Warrants.
(12) Includes options to purchase 6,000 shares granted to Mr. Levy.
(13) Includes options to purchase 20,000 shares granted to Mr. Fleischer.
The Company does not know of any arrangement or pledge of its securities by
persons now considered in control of the Company that might result in a change
of control of the Company.
A-6
<PAGE>
THE OFFERING
This Prospectus relates to 1,361,499 shares of Common Stock (the "Shares")
which may be (or have been) acquired by certain officers and directors named
below who may be deemed affiliates of the Company pursuant to the exercise of
options granted pursuant to the 1982 Plan, the 1989 Plan, the 1992 Plan, or
pursuant to the exercise of options granted or which may be granted to certain
directors outside of such plans under written option agreements (collectively,
the "Selling Stockholders"). The address of each Selling Stockholder is c/o
Micro Bio-Medics, Inc., 846 Pelham Parkway, Pelham Manor, NY 10803.
A-7
<PAGE>
The following table sets forth certain information with respect to the
Selling Stockholders:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Number of Shares Number of Shares
Owned (and Number of (and Percentage of
Percentage of Shares Outstanding Shares)
Name and Position with Outstanding Shares) Covered by Owned After
the Company During the as of February __ this Completion of this
Past Three Years 1996 Prospectus Offering
(1) (2) (3)
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------
Bruce J. Haber
President, Director 923,834 (4) 18.6% 805,000 118,834(2.8%)
- -------------------------------------------------------------------------------------
Louis Buther
Vice-President 181,667 (5) 4.2% 165,333 16,334 (*)
- -------------------------------------------------------------------------------------
Ernest W. Nelson
Vice-President 121,834 (6) 2.8% 113,666 8,168 (*)
- -------------------------------------------------------------------------------------
Michael Levy
Vice-President 6,000(12) (*) 6,000 -0- (0.0%)
- -------------------------------------------------------------------------------------
Gary L. Butler
Treasurer 19,500 (7) (*) 13,166 6,334 (*)
- -------------------------------------------------------------------------------------
Renee Steinberg 140,668 3.4%
Secretary, Director (11) 27,334 113,334 (4.6%)
- -------------------------------------------------------------------------------------
Marvin S. Caligor 106,083 2.5%
Director (10) 74,667 31,416 (*)
- -------------------------------------------------------------------------------------
K. Deane Reade, Jr. 194,519 4.5%
Director (8) (9) 128,333 66,186 (1.6%)
- -------------------------------------------------------------------------------------
Stuart Fleischer 20,000 (*) 20,000 -0- (0.0%)
Vice President (13)
- -------------------------------------------------------------------------------------
</TABLE>
___________________
* Owns less than one percent of the issued and outstanding shares.
(1) Assumes all options covered by this Prospectus are beneficially owned
by the option holder and the underlying shares are deemed outstanding,
but such shares shall not be deemed outstanding for the purpose of
computing percentage of Common Stock owned by any other person.
(2) Includes all shares issued or issuable upon exercise of options
granted directly by the Company held by the officer/director, even
though some of said shares covered by the options are not currently
beneficially owned by Optionee under the regulations of the Exchange
Act of 1934, as amended.
(3) Assumes all Options granted are exercised and sold by each respective
person.
(4) Includes 805,000 shares for which Mr. Haber has stock options. Does not
include 161,452 shares owned by Andrew Stone which
A-8
<PAGE>
Mr. Haber can direct the voting of such shares for a period of up to ten
years until January 2006.
(5) Includes 165,333 shares for which Mr. Buther has stock options.
(6) Includes 113,666 shares for which Mr. Nelson has stock options.
(7) Includes 13,166 shares for which Mr. Butler has been granted options.
(8) Includes shares owned under a retirement trust and profit sharing plans.
(9) Includes 128,333 shares for which the optionee has options. Also includes
7,853 shares issuable upon exercise of Series 1 Warrants and 25,000 shares
issuable upon exercise of Debentures.
(10) Includes 74,667 shares of Common Stock pursuant to stock options. Also
includes 12,168 shares issuable upon exercise of Series 1 Warrants.
(11) Includes 27,334 shares for which the optionee has stock options.
(12) Includes 6,000 shares for which the optionee has stock options.
(13) Includes 20,000 shares for which the optionee has stock options
PLAN OF DISTRIBUTION
The 1,361,499 shares of Common Stock covered by this Prospectus (the
"Shares") are being registered by the Company for the account of the Selling
Stockholders. The Company will pay all expenses of registering the Shares, but
will not receive any of the proceeds from sales by any of the Selling
Stockholders, except from the exercise of options, if any. The Company
understands that none of such Shares will be offered through Underwriters.
The Shares may be sold from time to time by the Selling Stockholders either
through one or more brokers or dealers in the over-the-counter market, through
privately negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at prices otherwise negotiated. In connection therewith,
the Selling Stockholders and participating brokers or dealers may be deemed to
be "underwriters" within the meaning of the Act, and commissions or discounts or
any profit realized on the sale of Shares received by a Selling Stockholder or
any such broker or dealer may be deemed to be underwriting commissions or
discounts within the meaning of the Act. As of the date of this Prospectus, the
Company understands that none of the Selling Stockholders has any agreement,
A-9
<PAGE>
arrangement or understanding with any brokers or dealers concerning the
distribution of their Shares.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated hereby by reference and made a part hereof is the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1995, as
amended, filed under the Securities Exchange Act of 1934 (the "Exchange Act")
and Form 8-A which was declared effective by the Securities and Exchange
Commission on September 4, 1984 registering the Company's Common Stock under
Section 12(g) of the Exchange Act which documents are on file with the
Securities and Exchange Commission. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company presently includes 7,000,000
shares of Common Stock, par value $.03 per share, which the Company's
shareholders will be asked to approve an increase in the number of authorized
shares to 20,000,000 at its upcoming 1996 annual meeting. The holders of Common
Stock: (i) have equal ratable rights to dividends from funds legally available
therefor, when, as and if declared by the Board of Directors of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have pre-emptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions applicable thereto; and (iv) are entitled to one non-cumulative vote
per share on all matters which stockholders may vote on at all meetings of
stockholders. All shares of Common Stock now outstanding are fully paid and
non-assessable.
DIVIDENDS
The Company has paid no dividends and it is not anticipated that any
dividends will be paid in the foreseeable future. In all events, the
declaration of dividends will depend upon future earnings, if any, the financial
needs of the Company, and other pertinent factors. Additionally, under the
terms of its revolving credit agreement with an institutional lender, the
Company may not pay dividends without such lender's consent.
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<PAGE>
PREFERRED STOCK
The authorized capital stock of the Company includes 1,000,000 shares of
Preferred Stock, $1.00 par value. The Preferred Stock is issuable in one or
more series and the Board is authorized to fix the number of shares of Preferred
Stock constituting each series and, as to each series, the dividend rate, the
time of payment and relative priority of such dividends, whether such dividends
are to be cumulative or non-cumulative, the redemption rights and prices, the
amount payable upon the liquidation, dissolution or winding up of the Company,
the conversion and voting rights, the sinking fund requirements, and such other
designations, preferences or special rights or qualifications, limitations or
restrictions as may be permitted by law. The authority of the Board to issue
Preferred Stock and to determine the designations, preferences and certain
rights of one or more series of Preferred Stock of the Company could be used in
a manner calculated to prevent the removal of Management, and make more
difficult or discourage a change in control of the Company.
Shareholders of the Company do not have any preemptive rights with respect
to any Preferred Stock which might be issued. No Preferred Stock has been
issued as of the date of this Registration Statement and the Company has no
plans to issue such Preferred Stock in the near future.
TRANSFER AGENT
The transfer agent of the Company's securities is the American Stock
Transfer and Trust Company, 40 Wall Street, New York, NY 10005.
EXPERTS
The audited financial statements for fiscal 1995, 1994 and 1993
incorporated by reference in the Registration Statement have been incorporated
by reference in the Registration Statement in reliance upon the report of Miller
Ellin & Co., independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the securities being registered by this Registration
Statement is being passed upon by Lester Morse P.C., 111 Great Neck Road, Suite
420, Great Neck, NY 11021, counsel to the Company.
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<PAGE>
INDEMNIFICATION
The Business Corporation Law of the State of New York provides for
indemnification of officers and directors under certain circumstances against
reasonable expenses, including attorney fees, actually and necessarily incurred
in connection with the defense of an action brought against him by reason of his
being a director or officer. Bruce Haber, President of the Company, has an
employment contract with the Company which provides for indemnification for any
claim or lawsuit which may be asserted against him in acting in such capacity
for the Company provided said indemnification is not in violation of any federal
or state law, rule or regulation.
The Certificate also contains a provision eliminating the liability of a
director to the Company or its stockholders for monetary damages for any breach
of duty in such capacity, provided that this provision shall not eliminate or
limit liability of any director if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were made in bad faith or
involved intentional misconduct or a knowing violation of law or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled or that his acts violated Section 719 of the New York
Business Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
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<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . A-5
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
Documents Incorporated
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . . .A-10
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11
Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12
--------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus in connection with the offer contained in this Prospectus, and if
given or made, such information or representation must not be relied upon.
Neither the delivery of this Prospectus nor any sale made thereunder shall,
under any circumstances, create an implication that there has been no change in
the affairs of the Company since the date hereof or that the information
contained or incorporated by reference herein is correct as of any time
subsequent to its date. This Prospectus does not constitute an offer or a
solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized, or in which the person making such offer or solicitation is
not qualified to do so, or to anyone to whom it is unlawful to make such offer
or solicitation.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MICRO BIO-MEDICS, INC.
-----------------------
Common Stock, par value
$.03 Per Share
-----------------------
----------
PROSPECTUS
----------
MARCH ___, 1996
- --------------------------------------------------------------------------------
A-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pelham Manor, State of New York on the 22nd day
of March, 1996.
MICRO BIO-MEDICS, INC.
By:/s/ Bruce J. Haber
---------------------------
Bruce J. Haber, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLES DATE
President,
/s/ Bruce J. Haber Principal Executive
- ---------------------- Officer and Director March 22, 1996
Bruce J. Haber
/s/ Marvin S. Caligor
- ---------------------- Director March 22, 1996
Marvin S. Caligor
/s/ Stuart Fleischer Vice President - Finance
- ---------------------- Principal Accounting
Stuart Fleischer and Financial Officer March 22, 1996
/s/ Renee Steinberg Secretary and
- --------------------- Director March 22, 1996
Renee Steinberg
/s/ K. Deane Reade, Jr.
- ---------------------- Director March 22, 1996
K. Deane Reade, Jr.
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- --------
<S> <C>
5 Opinion of Lester Morse P.C. re legality of shares of
Common Stock being registered. *
23.1 Consent of Miller, Ellin & Co. *
23.2 Consent of Lester Morse P.C.
(Included in Exhibit 5.)
29.1 1982 Incentive Stock Option Plan of Registrant
(incorporated by reference to Exhibit 10.4 included in
the Company's Form S-18 Registration Statement, File No.
2-89795-NY)
29.2 1989 Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 28 included in the Company's Form
10-K for the fiscal year ended November 30, 1989)
29.3 1992 Incentive and Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit 28(A) included in
the Company's Form 10-K for the fiscal year ended
November 30, 1991)
29.4 Agreements with certain directors for options, which have
been granted, outside of the 1982, 1989 or 1992 Plans
(incorporated by reference to Exhibit 28.4 included in
the Company's Form S-8 Registration Statement, File No.
33-46231).
29.5 Amendment to 1992 Incentive and Non-Qualified Stock
Option Plan (incorporated by reference to Exhibit 29.5
included in the Company's Form S-8 Registration
Statement, File No. 33-66726).
29.6 Further Amendments to 1992 Incentive and Non-Statutory
Stock Option Plan. *
</TABLE>
_______________
* Filed herewith.
A-15
<PAGE>
EXHIBIT 5
LAW OFFICES
LESTER MORSE P.C.
111 Great Neck Road
Great Neck, NY 11021-5473
Telephone (516) 487-1446
Fax (516) 487-1452
March 22 1996
Micro Bio-Medics, Inc.
846 Pelham Parkway
Pelham Manor, New York 10803
Re: Registration Statement on Form S-8
OF MICRO BIO-MEDICS, INC.
Gentlemen:
You have requested our opinion as counsel for Micro Bio-Medics, Inc., a New
York corporation (the "Company"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933 (the "Act') with respect to shares (the "Shares") of common stock, par
value $.03 per share, of the Company which may be issued pursuant to the
exercise of options granted or to be granted under the Company's 1992 Incentive
and Non-Qualified Stock Option Plan (the "1992 Plan").
We have examined such corporate records and other documents and have made
such examination of law as we have deemed relevant in connection with this
opinion.
Based upon the foregoing, we advise you that in our opinion each authorized
but unissued Share issued by the Company in accordance with the terms of the
1992 Plan upon exercise of options properly granted or to be granted under such
Plan, is duly authorized and, when (a) the applicable provisions of such "blue
sky" and securities laws as may be applicable have been complied with and (b)
each such Share has been delivered in accordance with the terms of such Plan,
assuming no change in the applicable law or pertinent facts, each such Share
will be legally issued, fully paid, and nonassessable.
A-16
<PAGE>
LESTER MORSE P.C.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name therein
under the caption "Interests of Named Experts and Counsel," in Part II of the
Registration Statement and under the caption "Legal Opinion," in Part I of
Form S-3 filed with the Registration Statement. In giving this consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
LESTER MORSE P.C.
/S/ STEVEN MORSE
----------------
Steven Morse
A-17
<PAGE>
Exhibit 23.1
MILLER, ELLIN & COMPANY
Certified Public Accountants
450 Seventh Avenue
New York, N.Y. 10123-0101
____
(212) 695-2740
___
Fax (212) 239-8579
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of Micro Bio-
Medics, Inc. ("Micro") of our report dated January 31, 1996 relating to the
financial statements of Micro which appears on page F-2 of Micro's Annual Report
on Form 10-K for the year ended November 30, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules
which appears on page F-2 of such Annual Report on Form 10-K. We also consent
to the reference to us under the heading "Experts."
MILLER, ELLIN & COMPANY
March 22, 1996
A-18
<PAGE>
EXHIBIT 29.6
FURTHER AMENDMENTS TO 1992 INCENTIVE
AND NON-STATUTORY STOCK OPTION PLAN
A-19
<PAGE>
AMENDMENT NO. 2
TO
MICRO BIO-MEDICS, INC.
1992 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
The following paragraph has been added to Section 13 of the 1992 Plan:
In case of any consolidation or merger of the Company with or into another
corporation (other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification or change of
outstanding shares of Common Stock of the class issuable upon exercise of the
Options) or in case of any sale or conveyance to another corporation of the
property of the Company as an entity or substantially as an entity where part
or all of the consideration received by the Company includes securities of the
acquiring corporation, the Company, or such successor or acquiring corporation,
as the case may be, shall provide that the holder of each Option then
outstanding shall have the right thereafter to convert such Option into the kind
and amount of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock of the Company into which such
Option might have been converted immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance. This paragraph shall apply to
all incentive stock options granted on or after May 1, 1994 and to all
non-statutory stock options granted under the Plan and with respect to options
covered by this paragraph it shall supersede any conflicting provisions of the
Plan."
A-20
<PAGE>
AMENDMENT NO. 3
TO THE
MICRO BIO-MEDICS, INC.
1992 INCENTIVE AND NON-STATUTORY
STOCK OPTION PLAN (the "Plan")
1. Paragraph 2. DEFINITIONS of the Plan is hereby amended by adding the
following definition as the first definition of said Paragraph 2.
"Acquisition Event" means the acquisition by any person, entity or "group"
(excluding, for this purpose, the Company, any affiliate of the Company, or any
employee benefit plan of the Company or of any affiliate of the Company which
acquires beneficial ownership of voting securities of the Company) within the
meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of either five percent (5%) or
more of the then outstanding shares of Common Stock or five percent (5%) or more
of the combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors.
2. Paragraph 2. DEFINITIONS of the Plan is hereby further amended by
adding the following definition immediately following the definition of "Board"
in said Paragraph 2.
"Change of Control" means (i) a merger or consolidation of the Company with
or into another corporation which is not an affiliate of the Company or a
recapitalization or reorganization of the Company and, immediately upon the
consummation of such merger, consolidation, reorganization or recapitalization,
the persons who were the shareholders of the Company immediately prior to such
merger, consolidation, reorganization or recapitalization do not immediately
thereafter own more than fifty percent (50%) of the total voting power of the
merged, consolidated, reorganized or recapitalized company's voting securities
entitled to vote generally in the election of directors; (ii) the sale of all or
substantially all of the assets of the Company to another person or entity which
is not an affiliate of the Company; (iii) the acquisition by any person, entity
or "group" (excluding, for this purpose, the Company, any affiliate of the
Company, or any employee benefit plan of the Company or of any affiliate of the
Company which acquires beneficial ownership of voting securities of the Company)
within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of either fifty percent (50%) or more of the then outstanding
shares of Common Stock or fifty percent (50%) or more of the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors; or (iv) during any period of two
consecutive years, if persons who at the beginning of such period constitute the
Board cease for any reason to constitute at
A-21
<PAGE>
least a majority of the Board unless the election, or the nomination for
election by the Company's shareholders, of each new director was approved by a
vote of at least eighty percent (80%) of the directors then still in office who
were directors at the beginning of such period. For purposes of this definition
an "affiliate" is any person or entity which, directly or indirectly through one
or more intermediaries, controls, is controlled by or is under common control
with the Company and "control" (including the terms "controlling", "controlled
by" and "under common control with") means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a person or entity, whether through the ownership of voting securities, by
contract or otherwise.
3. Paragraph 9. EXERCISE OF OPTIONS of the Plan is hereby amended by
adding a new subparagraph (e) and (f) as follows (Subparagraphs (e) and (f)
shall not apply to (i) all incentive stock options granted prior to stockholder
approval of such subparagraphs, (ii) any non-statutory stock options granted
prior to such approval where a written consent required under paragraph 14 of
the 1992 Plan is not obtained) or (iii) any Option whatsoever where an event of
default would be created under the Company's then existing institutional loan(s)
and such event of default is not waived prior to such occurrence or cured
pursuant to such loan agreements:
(e) Upon the occurrence of an Acquisition Event, at the election of an
optionee, such optionee shall be permitted to exercise all or any portion of
such optionee's exercisable Options by borrowing from the Company, and the
Company shall be obligated to loan such optionee, an amount equal to the
aggregate exercise price of such Options intended to be exercised by such
optionee. Such optionee shall use the proceeds of such loan to exercise such
Options. Such optionee shall issue to the Company a promissory note made by
such optionee in a principal amount equal to the amount of such loan. The
optionee shall pledge to the Company to secure the repayment of such loan all
shares of Common Stock issued to the optionee upon exercise of Options pursuant
to this subparagraph (e). At the time of such loan, such loan shall have a rate
of interest and such loan and pledge shall have such additional terms and
conditions all as determined by the Board or a Committee thereof.
(f) Upon the occurrence of a Change of Control as set forth in clause (iv)
of the definition thereof in Paragraph 2 hereof, or upon the occurrence of a
Change of Control as set forth in clause (i), (ii) or (iii) of the definition
thereof in Paragraph 2 hereof which Change of Control is not approved by a vote
of at least eighty percent (80%) of the directors that constitute the Board
immediately prior to the occurrence of such Change of Control, all Options shall
terminate as of the time immediately prior to the occurrence of such Change of
Control and the respective optionees shall surrender all of their unexercised
Options for cancellation by the Company and, upon such surrender, the optionee
shall receive (1) the cash, securities or other consideration he would have
A-22
<PAGE>
received had he been entitled to exercise, and had he exercised, such Option or
Options immediately prior to such Change of Control and had he disposed of his
shares issuable upon such exercise in connection with such Change of Control
(subject to required deductions and withholdings), minus (2) an amount of cash
or fair market value of securities or other such consideration equal to the
exercise price of such Option or Options surrendered.
PROPOSED AMENDMENT NO. 4
TO
MICRO BIO-MEDICS, INC.
1992 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
Paragraph 3 of the 1992 Plan is amended to read as follows:
"3. STOCK SUBJECT TO PLAN.
Subject to the provisions of paragraph 12 hereof, there shall be reserved
for issuance or transfer upon the exercise of Options to be granted from time to
time under the Plan an aggregate of 1,850,000 shares of Common Stock, which
shares may be in whole or in part, as the Board of Directors of the Company
shall from time to time determine, authorized and unissued shares of Common
Stock or issued shares of Stock which shall have been reacquired by the Company.
If any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall again be available for the purposes of the Plan."
A-23
