As filed with the Securities and Exchange Commission on
REGISTRATION NO. 2-70685
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCIENCE DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-2011859
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)
1919 SPRINGDALE ROAD
CHERRY HILL, NEW JERSEY 08003
(Address of principal executive offices)
1992 INCENTIVE STOCK OPTION PLAN
--------------------------------
(Full title of the Plan)
Joy C. Hartman, Corporate Secretary
Science Dynamics Corporation
1919 Springdale Road
Cherry Hill, New Jersey 08003
(856) 424-0068
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
STEPHEN M. ROBINSON, ESQ.
STEPHEN M. ROBINSON, P.A.
172 Tuckerton Road
Medford, New Jersey 08055
(856) 596-5530
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount Offering Aggregate Amount of
to be Registered to be Price Offering Registration
Registered Per Unit Price (2) Fee
- -------------------------------------------------------------------------------
Common Stock, $.01
par value (3) 968,000 shares $14.13(1) $13,677,840 $3,610.95
Common Stock, $.01
par value (3) 120,000 shares $ 5.00 (4) $ 600,000 $ 158.40
- -------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $14.13 per share (the
average of the high and low prices of the Registrant's common stock as
reported on the OTC Bulletin Board on February 15, 2000) for the
968,000 additional shares reserved for issuance under the 1992 Plan
(2) The proposed maximum aggregate offering price is the sum of the
aggregate exercise price of the 1,088,000 shares of Common Stock of the
Registrant covered by this Registration Statement that are subject to
options granted under the 1992 Plan.
(3) The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Registrant upon the exercise of
options and other stock-based awards granted or which may be granted
under its 1992 Plan. Pursuant to Rule 416, there are also being
registered additional shares of Common Stock as may become issuable
pursuant to the anti-dilution provisions of such plan.
(4) Shares with respect to which options were granted under the 1992
Plan at an exercise price of $5.00 per share.
EXPLANATORY NOTE
This Registration Statement relates to the amendment of the 1992 Plan to
increase the number of shares available for issuance upon the exercise of
stock options under the 1992 Plan from 290,950 to 1,378,950 (an increase
of 1,088,000 shares). The content of the Registration Statement on Form S-8,
Registration No. 2-70685 filed with the Securities and Exchange Commission
on June 5, 1992 is hereby incorporated by reference.
SUBJECT TO COMPLETION, DATED February 22, 2000
REOFFER PROSPECTUS
1,088,000 SHARES
SCIENCE DYNAMICS CORPORATION
Common Stock ($.01 par value)
This Prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our Common Stock, $.01 par value, that may be or
have been issued by us to the Selling Shareholders upon the exercise of
outstanding stock options granted pursuant to our 1992 Incentive Stock
Option Plan. With respect to the shares that may be issued to any of the
selling shareholders or additional persons who may be deemed affiliates,
this Prospectus also relates to certain shares underlying options which have
not as of this date been granted. If and when such options are granted,
we will distribute a Prospectus Supplement. The shares are being
reoffered and resold for the account of the selling shareholders and we
will not receive any of the proceeds from the resale of the shares.
The selling shareholders have advised us that the resale of their shares
may be effected from time to time in one or more transactions on the OTC
Bulletin Board, or such other medium upon which the Company's securities are
either traded or quoted, in negotiated transactions or otherwise at
market prices prevailing at the time of the sale or at prices otherwise
negotiated. See "Plan of Distribution." We will bear all expenses in
connection with the preparation of this Prospectus.
Our common stock is quoted on the OTC Bulletin Board under the symbol
"SIDY." On February 18, 2000, the closing price for the common stock, as
reported by the OTC Bulletin Board was $17.75.
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus in truthful or complete.
They have not made, nor will they make, any determination as to whether
anyone should buy these securities. Any representation to the contract is a
criminal offense
The date of this Prospectus is February 22, 2000.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file at the SEC's public reference room located
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain further information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to
the public over the Internet at the SEC's web site at http://www.sec.gov.
You may also request copies of such documents, upon payment of a duplicating
fee, by writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION........................................ 2
INCORPORATION BY REFERENCE................................................. 3
GENERAL INFORMATION........................................................ 4
USE OF PROCEEDS............................................................10
SELLING SHAREHOLDERS.......................................................10
PLAN OF DISTRIBUTION.......................................................10
LEGAL MATTERS..............................................................11
EXPERTS....................................................................11
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to those documents. The information we incorporate by
reference is considered to be a part of this prospectus and information that
we file later with the SEC will automatically update and replace this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Corporation's Annual Report on Form 10-KSB for the fiscal years
ended December 31, 1992, 1993, 1994, 1995, 1996, 1997 and 1998;
(b) The Corporation's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1999, June 30, 1999, and September 30, 1999; and
(c) All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, 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 of such documents. Any
statement contained herein or in a document, all or a portion of
which is incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein 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
Registration Statement.
You may request a copy of these filings (excluding the exhibits to
such filings which we have not specifically incorporated by reference
in such filings) at no cost, by writing or telephoning us at the following
address:
Science Dynamics Corporation
1919 Springdale Road
Cherry Hill, New Jersey 08003
Attention: Joy C. Hartman, President
(856) 424-0068
-----------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made,
such information or representations must not be relied upon as having been
authorized by us or any selling shareholder. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby to any person in any state or other jurisdiction
in which such offer or solicitation is unlawful. The delivery of this
Prospectus at any time does not imply that information contained herein is
correct as of any time subsequent to its date.
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<PAGE>
GENERAL INFORMATION
PROSPECTUS SUMMARY
We have provided you with a summary of important information on our
business. You should read all the information in this prospectus for a more
complete understanding. Some of the information has been incorporated from
our SEC filings. You can obtain copies of this incorporated information from
us without charge as described beginning on page 2. Please be sure to read
"Risk Factors" beginning on page 5 for a description of the high risk
involved in acquiring our shares.
THE COMPANY
Principal Executive Science Dynamics Corporation
Offices: 1919 Springdale Road
Cherry Hill, New Jersey 08003-1069
(856) 424-0068
Our Business:
Science Dynamics Corporation was incorporated in the State of Delaware
May 1973 and commenced operations in July 1977. During the past 21 years we
have developed, designed and marketed a variety of Telecommunications systems,
including intelligent call processing platforms which provide
telecommunications service capabilities to the public switched telephone
network. These platforms are sophisticated software based systems, which
satisfy a wide range of computer telephony integration applications. In
November 1996, we acquired the intellectual property of Innovative
Communications Technology (ICT) and under the direction of Alan C. Bashforth,
the then-new CEO/President embarked on transforming Science Dynamics into a
predominately software design and system integration Company. On February 18,
2000, our Executive Vice President, Secretary, Treasurer and CFO, Joy Hartman,
was additionally appointed to the position of President and CEO.
Alan C. Bashforth assumed the position of Vice Chairman of the Board of
Directors, and will also serve as a consultant.
Over the past two years, the challenge was to expand the product offerings
and migrate into additional markets within the Computer Telephony Integration
(CTI) industry. We believe that communicating via packet networks such as
ATM and Frame Relay, is becoming the preferred strategy for both public
networks and business enterprises. Our focus is to address niche market
opportunities in Data Network Companies, Telephone Service Distributors and
Regional Bell Operating Companies (RBOC's), such as BellSouth, Ameritech,
US West, Southwestern Bell and large independent telephone operating
companies, such as GTE, Sprint and Citizens.
Our development is driven by user needs for cost effective, easy to use
multiservice products that provide an array of telecommunications solutions
and services to the customers. These opportunities are primarily in the
areas of Voice over Internet Protocol, Inmate Systems, Video over Frame Relay,
Voice Announcements, Interactive Communications, Intelligent Network Control
and Administration. Our strategy today is to deliver quality software
products and services that empower its customers to improve their
applications and deploy quality services worldwide.
BUSINESS DEVELOPMENT
- ---------------------
Science Dynamics has focused its strategy to be a provider of key enabling
technologies required for the convergence of traditional and new communications
media and infrastructures.
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Communications media today must include traditional Telephony (an area for
which Science Dynamics has 21 years experience), Data services (to include the
Internet) and Video services. Current infrastructures based on PDH
(Plesiochronous Digital Hierarchy) technology are quickly being replaced with
SDH (Synchronous Digital Hierarchy) technologies more suited to larger
bandwidth packet data transmissions.
Management believes communicating via packet data networks such as
IP(Internet Protocol), ATM (Asynchronous Transfer Mode), and Frame Relay is
becoming a preferred strategy for both corporate and public network planners.
Predictions have been made that data traffic will soon exceed telephone
traffic. At the same time, more and more companies are seeing the value of
transporting voice and fax over data networks to reduce telephone and
facsimile costs and to set the stage for advanced multimedia applications.
IP's ability to run over any network medium has led to its widespread
adoption around the world. Its popularity, though, goes far beyond the
Internet, to encompass the majority of data networks worldwide. Providing
high quality telephony over IP networks is one of the key steps in the
convergence of voice, fax, video, and data communications services.
Science Dynamics has now proven IP Telephony to be both feasible and cost
effective with several customer trials. New products, such as the
IntegratorC-2400(r) Gatekeeper, will continue to play a very important role
in positioning SDC in this fast growing market.
RISK FACTORS
WE HAVE HAD LOSSES AND THERE MAY BE FURTHER LOSSES
We incurred net losses of $1,022,030 for the year ended December 31, 1997
and $1,036,306 for the year ended December 31, 1998. We cannot assure you
that we can sustain or increase profitability on a quarterly or annual basis
in the future. If revenues grow more slowly than we anticipate, or if
operating expenses exceed our expectations or cannot be adjusted accordingly,
our business, results of operations and financial condition will be materially
and adversely affected.
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<PAGE>
OUR MARKETS ARE COMPETITIVE
Due to the diversified nature of the products and target markets, our
competition varies greatly by product line. Our Inmate Products division
holds a respectable portion of the Inmate market with the Commander system.
We compete against three other primary vendors in this area but the system
captures a sizable share of the target market.
We have limited competition in the Video-Over-Frame market. Competing
products include integrated Frame Relay Codec, an ISDN over Frame Relay
product and the use of H.323 packetized LAN Video, a different concept which
crosses into our market.
Our IP products will compete in a marketplace that is populated by larger
companies who have significantly more resources for development, marketing
and deployment. We may not be able to compete successfully against current
or future competitors, and competitive pressures could significantly harm us.
RISKS OF BUSINESS COMBINATIONS AND STRATEGIC ALLIANCES
We may expand our operations or market presence by entering into business
combinations, investments, joint ventures or other strategic alliances with
other companies. These transactions create risks such as:
- Difficulty assimilating the operations, technology and personnel
of the combined companies,
- Disruption of our ongoing business,
- Problems retaining key technical and managerial personnel,
- Expenses associated with amortization of goodwill and other
purchased intangible assets,
- Additional operating losses and expenses of acquired
businesses, and
- Impairment of relationships with existing employees,
customers and business partners.
We may not succeed in addressing these risks.
WE MAY NEED ADDITIONAL FUNDS TO EXPAND OUR SALES AND MARKETING ACTIVITIES,
RESEARCH AND DEVELOPMENT, AND STRATEGIC ALLIANCES.
Based on current levels of operations and planned growth, we anticipate that
our existing capital resources, together with cash generated from operations
will enable us to maintain our operations for the next 12 months. We may
require additional funds to sustain and expand our sales and marketing
activities, research and development, and our strategic alliances,
particularly if a well-financed competitor emerges or if there is a rapid
technological shift in the telecommunications industry. There can be no
assurance that financing will be available in amounts or on terms acceptable
to us, if at all. The inability to obtain sufficient funds from operations
and external sources would have a material adverse effect on our business.
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WE DEPEND ON KEY PERSONNEL.
We depend on the continues services and on performance of our senior
management and other key personnel, particularly Joy C. Hartman, our
President, CEO, Secretary, Treasurer and Chief Financial Officer, and
Alan C. Bashforth, our Vice Chairman of the Board of Directors and
Consultant. Our success also depends on our ability to retain and motivate
our other officers and key employees. The loss of the services of any of our
executive officers or other key employees could harm our business. We have
employment agreements with only two of our key personnel, our President and
Chief Financial Officer. Our future success also depends on our ability to
attract and retain and motivate other highly skilled engineering, technical,
sales, marketing and customer service personnel. Competition for such
personnel is intense, and there can be no assurance that we will be able to
successfully attract, assimilate or retain sufficiently qualified personnel
which could harm our business.
WE ARE RELIANT UPON CERTAIN SUPPLIERS, THE LOSS OF ANY OF WHICH COULD BE
DISRUPTIVE TO OUR BUSINESS, REDUCE OUR OPPORTUNITIES FOR PROFITABILITY AND
CAUSE THE PRICE OF OUR STOCK TO FALL.
Although most of the components used in our products are available from a
number of different suppliers on an off-the-shelf basis, certain components
are purchased from sole source suppliers. If such a supplier should cease to
deliver a component, another source would have to be developed. Acquiring a
substitute part or module may require a hardware or software change in the
unit in order to provide satisfactory performance, adding costs and delays of
unknown amount and duration.
OUR REVENUES ARE GENERATED AMONG A RELATIVELY SMALL NUMBER OF CUSTOMERS. THE
LOSS OF ANY ONE OR MORE OF THESE CUSTOMERS WOULD GREATLY REDUCE OUR
OPPORTUNITIES TO ACHIEVE AND SUSTAIN PROFITABILITY AND MAY CAUSE A REDUCTION
IN THE MARKET PRICE OF OUR STOCK.
A majority of our sales have been attributable to a relatively small number
of customers. For example, our major customers, independent and Bell
Operating Companies, accounted for 82.95%, 4.69% and 3.45% of total revenue
in 1998. If one or more of our large-volume customers were to discontinue
doing business with us, our results of operations would be materially and
adversely affected. In addition, the irregular timing of large orders and
their materiality to our total revenues for any given reporting period has
caused, and is expected to cause, substantial volatility in our operating
results. However, with the introduction of the new product lines, we have
expanded our customer base globally and should be less reliant on any single
market or territory.
WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY
We regard substantial elements of our products as proprietary and attempt
to protect them by relying on patent, trademark, service mark, trade dress,
copyright, and trade secret laws and restrictions, as well as confidentiality
procedures and contractual provisions. Any steps we take to protect our
intellectual property may be inadequate, time consuming, and expensive. In
addition, despite our efforts, we may be unable to prevent third-parties from
infringing upon or misappropriating our intellectual property. Any such
infringement or misappropriation could have a material adverse effect on our
business, results of operations, and financial condition. Currently issued
patents or any new patent applications may not provide us with any
competitive advantages, or may be challenged by third parties. Effective
trademark, copyright, and trade secret protection may not be available in
every country in which our products are distributed. In addition, our
competitors may independently develop similar technology that substantially
limits the value of our intellectual property.
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OTHERS MAY BRING INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AGAINST US
In addition to the technology we have developed internally, we also have
acquired or licensed technologies from other companies. Our internally
developed technology or the technology we acquired or licensed may infringe
on a third party's intellectual property rights and such third parties may
bring claims against us alleging infringement of their intellectual property
rights. Any such infringement or claim of infringement could have a material
adverse affect on our business, result of operations, and financial condition.
In recent years, there has been significant litigation in the United
States involving patents and other intellectual property rights. We are not
currently involved in any intellectual property litigation. We may, however,
be a party to litigation in the future to protect our intellectual property
or as a result of an alleged infringement of others' intellectual property.
Such claims and any resulting litigation could subject us to significant
liability for damages and invalidation of our proprietary rights. Such
litigation, regardless of its success, likely would be time-consuming and
expensive to defend and would divert management time and attention. Any
potential intellectual property litigation could also force us to do one or
more of the following:
- Cease selling, incorporating, or using products or services
that incorporate the challenged intellectual property;
- Obtain from the holder of the infringed intellectual property
right a license to sell or use the relevant technology, which
license may not be available on reasonable terms, or at all; and
- Redesign those products or services that incorporate such
technology.
Any of these results could have a material adverse effect on our business,
results of operations, and financial condition.
WE MAY NEVER PAY DIVIDENDS ON OUR COMMON STOCK, IN WHICH EVENT PURCHASERS'
ONLY RETURN ON THEIR INVESTMENT, IF ANY, WILL OCCUR ON THE SALE OF OUR STOCK.
We have never declared or paid a cash dividend. We presently intend to retain
any future earnings for use in the business and do not presently intend to
pay cash dividends in the foreseeable future.
INDEMNIFICATION AND LIMITATION OF LIABILITY OF OUR OFFICERS AND DIRECTORS MAY
INSULATE THEM FROM ACCOUNTABILITY TO STOCKHOLDERS AT SUBSTANTIAL COST TO
SCIENCE DYNAMICS
Our by-laws include provisions whereby our officers and directors are to
be indemnified against liabilities to the fullest extent permissible under
Delaware law. Our by-laws also limit a director's liability for monetary
damages for breach of fiduciary duty, including gross negligence. In addition,
we have agreed to advance the legal expenses of our officers and directors
who are required to defend against claims. These provisions and agreements
may have the effect of reducing the likelihood of suits against directors and
officers even though such suits, if successful, might benefit us and our
stockholders. Furthermore, your investment in may be adversely affected if
we pay the cost of settlement and damage awards against directors and officers.
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A LARGE BLOCK OF SHARES CAN BE SOLD UNDER RULE 144.
Owners of a large block of shares which were previously restricted can be
sold under Rule 144. The sale of a large number of these shares could lower
the price of our shares or make it harder to attract new investors.
Special Note Regarding Forward-looking Statements
Some of the statements contained in this prospectus, including information
incorporated by reference, discuss future expectations, contain projections of
future results of operations or financial condition or state other
"forward-looking" information. Those statements are subject to known and
unknown risks, uncertainties and other factors that could cause the actual
results to differ materially from those contemplated by the statements. The
forward-looking information is based on various factors and was derived using
numerous assumptions. Important factors that may cause actual results to
differ from projections include the risk factors set forth above.
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USE OF PROCEEDS
The Company will receive the price of the shares of Common Stock offered
pursuant to the 1992 Incentive Stock Option Plan when exercised by the
holders thereof. Such proceeds will be used for working capital purposes by
the Company. The Company will not receive any of the proceeds from the
reoffer and resale of the shares (the "Shares") of Common Stock, $.01 par
value ("Common Stock") by the selling shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or that
may be issued to the Selling Shareholders under the 1992 Incentive Stock
Option Plan.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder at January 14, 2000, (ii)
the number of Shares to be offered for resale by each selling shareholder
(i.e., the total number of Shares underlying options held by the selling
shareholders irrespective of whether such options are presently exercisable
or exercisable within sixty days of January 14, 2000) and (iii) the number
and percentage of shares of Common Stock to be held by each Selling
Shareholder after completion of the offering. The table is based upon
16,245,827 shares outstanding as of January 14, 2000.
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name January 14, 2000 Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
Joy C. Hartman (1).......................... 210,185(2) 65,000 145,185/*
*Less than one percent
</TABLE>
(1) Ms. Hartman is Chief Executive Officer, President, Chief Financial
Officer, Secretary, Treasurer and a Director of the Company, where she
has been employed in positions of increasing responsibility since 1982.
(2) Includes 175,000 shares which could be acquired upon exercise
of outstanding warrants and options at exercise prices of (i) $.50 per
share as to 10,000 shares (ii) $0.78125 per share as to 45,000 shares,
(iii) $.88 per share as to 20,000 shares, and (iv) $5.00 per share as to
100,000 shares
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by the selling
shareholders from time to time in the open market, either directly or
through brokers or agents, or in privately negotiated transactions.
The selling shareholders have advised the Company that they are not
parties to any agreement, arrangement or understanding as to such sales.
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DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the General Corporation Law of Delaware grants each
corporation organized thereunder the power to indemnify its officers,
directors, employees and agents on certain conditions against liabilities
arising out of any action or proceeding to which any of them is a party by
reason of being such officer, director, employee or agent. The Certificate
of Incorporation also provides for the indemnification, to the fullest extent
permitted by the General Corporation Law of Delaware, of such persons.
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.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Stephen M. Robinson,
P.A., 172 Tuckerton Road, Medford, New Jersey, 08055.
EXPERTS
The consolidated financial statements of Science Dynamics Corporation and
subsidiaries as of December 31, 1998 and 1997 and for each of the years in
the three-year period ended December 31, 1998 have been incorporated by
reference in reliance upon the report of Peter C. Cosmas Co., CPAs,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
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PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by Science Dynamics Corporation (the "Corporation"):
(a) The Corporation's Annual Report on Form 10-KSB for the fiscal years
ended December 31, 1992, 1993, 1994, 1995, 1996, 1997 and 1998; and
(b) The Corporation's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1999, June 30, 1999, and September 30, 1999.
(3) All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained in any subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Not applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- ------------
4 1992 Incentive Stock Option Plan of the Registrant (Incorporated by
reference from the Registrant's Quarterly Report on Form 10-QSB for the
Three Months Ended March 31, 1996)
5 Opinion of Stephen M. Robinson, P.A.
23.1 Independent Auditors' Consent
23.2* Legal Counsel Consent is contained in Exhibit 5
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the 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 of 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.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Cherry Hill, State of
New Jersey on the day of February, 2000.
SCIENCE DYNAMICS CORPORATION
By: /s/
-----------------------------------
(Joy C. Hartman)
President, Chief Executive Officer,
Secretary, Treasurer, CFO and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Date
- ---------- -------
/s/ Lyndon A. Keele February 22, 2000
- ----------------------------------
Lyndon A. Keele
Chairman of the Board of Directors
/s/ Alan C. Bashforth February 22, 2000
- ----------------------------------
Alan C. Bashforth
Vice Chairman of the Board of Directors
/s/ Joy C. Hartman February 22, 2000
- ----------------------------------
Joy C. Hartman,
President, Chief Executive Officer,
CFO, Treasurer, Secretary, and
Director
/s/ Kenneth P. Ray February 22, 2000
- ----------------------------------
Kenneth P. Ray
Director
/s/ Sheldon Hofferman February 22, 2000
- ----------------------------------
Sheldon Hofferman
Director
/s/ Anand Kumar February 22, 2000
- ----------------------------------
Anand Kumar
Director February 22, 2000
-14-
<PAGE>
EXHIBIT 5
[LETTERHEAD]
February 22, 2000
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Science Dynamics Corporation
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Science Dynamics Corporation, a Delaware
corporation (the "Company"), in connection with the registration of
1,088,000 shares of common stock, $.01 par value (the "Shares"), with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act") pursuant to a registration
statement on Form S-8 (the "Registration Statement"). The Shares are
registered on behalf of the Company and will be issued pursuant to the
Company's 1992 Incentive Stock Option Plan (the "Plan").
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5)(i) of Regulation S-B under the 1933 Act.
As counsel to the Company, we have examined such documents and
records as we deemed appropriate.
In rendering this opinion, we have relied, as to matters of fact,
upon representations and certificates of officers and employees of the
Company, and communications from, government authorities and public
officials; and we have assumed the genuineness of signatures of all persons
signing any documents, the authority of all persons signing any document,
the authority of all governmental authorities and public officials, the
truth and accuracy of all matters of fact set forth in all certificates
furnished to us, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares
issuable upon exercise of options issued under the Plan, when issued and
delivered upon exercise of such options in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.
This opinion is solely for your information in connection with the
offer and sale of the Shares by the Company, and is not, without the prior
written consent of this firm, to be quoted in full or in part or otherwise
referred to in any documents nor to be filed with any governmental agency or
other persons, other than with the Commission and various state securities
administrators in connection with the qualification of the Shares, to which
reference and filings we hereby consent. 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 1933 Act or the rules and regulations of the
Commission.
Very truly yours,
STEPHEN M. ROBINSON, P.A.
/s/ Stephen M. Robinson
BY: Stephen M. Robinson
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
----------------------
As independent accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports included in Science
Dynamics Corporation's Form 10-KSB for the years ended December 31, 1992,
1993, 1994, 1995, 1996, 1997 and 1998 and to all references to our Firm
included in this registration statement.
PETER C. COSMAS CO.
New York, New York
February 22, 2000
