<PAGE>
As filed with the Securities and Exchange Commission on
April 10, 1996
Registration No. 33-
___________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-3
Registration Statement
Under the
Securities Act of 1933
_________________________________
HEALTH-CHEM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2682801
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
(212) 398-0700
(Address, Including Zip Code, and Telephone
Number, Including Area Code of Registrant's
Principal Executive Offices)
________________________________________
Marvin M. Speiser, President
Health-Chem Corporation
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
(212) 398-0700
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code of
Agent for Service)
Copies to:
Bruce M. Schloss, Esq. Paul Bork, Esq.
General Counsel Hinckley, Allen & Snyder
Health-Chem Corporation One Financial Center
1212 Avenue of the Americas 45th Floor
24th Floor Boston, MA 02111
New York, NY 10036
________________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration
statement becomes effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box: [ ]
Page 1 of 59<PAGE>
<PAGE>
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest-
reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration number of the earlier effective Registration
Statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act Registration Statement number of
the earlier effective Registration Statement for the same
offering: [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_____________________________________________________________
Proposed Proposed
Maximum Maximum
Title of each Amount Offering Aggregate
class of Securities to be Price Offering
to be Registered Registered(1) Per Share(2) Price(2)
_____________________________________________________________
<S> <C> <C> <C>
Common Stock, $0.01 1,320,000 $1-5/8 $2,145,000
par value per share
Subscription Rights . . (3) -- --
Registration
Fee
____________
<C>
$740.00
___________________________________________________________
(1) Shares of Common Stock to be offered by Health-Chem
Corporation to its stockholders pursuant to the Subscription
Rights.
(2) Estimated solely for the purpose of calculating the
registration fee.
(3) Evidencing the rights to subscribe for the shares of
Common Stock described above.
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall therefor become effective in accordance with
Section 8(a) of this Securities Act of 1933 or until the
registration statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.<PAGE>
<PAGE>
HEALTH-CHEM CORPORATION
Cross-Reference Sheet Showing Location in Prospectus
of Information Required
by
Part I of Form S-3 Pursuant to Item 501(b) of Regulation S-
K
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................. Outside front
cover page of
Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus.................... Inside front
cover page of
Prospectus;
Outside back
cover page
of Prospectus
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges..... Not Applicable
4. Use of Proceeds........................ Use of
Proceeds
5. Determination of Offering Price........ Not Applicable
6. Dilution............................... Not Applicable
7. Selling Security Holders............... Not Applicable
8. Plan of Distribution................... The Offering
9. Description of Securities to be
Registered............................. Not Applicable
10. Interests of Named Experts and
Counsel................................ Experts
11. Material Changes....................... Not Applicable
12. Incorporation of Certain Information by
Reference.............................. Documents
Incorporated
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................ Not Applicable
<PAGE>
<PAGE>
Subject to completion, dated April 10, 1996.
PROSPECTUS
HEALTH-CHEM CORPORATION
1,320,000 Shares Common Stock
Health-Chem Corporation ("Health-Chem" or the "Company")
is granting to holders of the outstanding shares of common
stock, par value $.01 per share ("Common Stock"), of Health-
Chem of record on [ ], 1996 (the "Record Date"),
transferable subscription rights (the "Rights" or the
"Subscription Rights") to purchase up to 1,320,000 shares of
Common Stock, at the price of $__ per share (the
"Subscription Price"), on the basis of three shares of Common
Stock for each ten shares of Common Stock owned on the Record
Date (the "Subscription Privilege"). The Rights will be
evidenced by transferable stock purchase warrants (the
"Warrants"). No fractional Rights or cash in lieu thereof
will be distributed or paid by the Company. Each record
holder of Common Stock will receive one Warrant representing
one Right for each share held. A holder of ten Rights shall
be entitled to exercise all ten Rights to purchase three
shares of Common Stock. Holders of Warrants may not exercise
Rights in groups of less than ten. Approximately 1,320,000
shares of Common Stock will be offered for sale in this
offering, representing seventeen percent of the Company's
outstanding Common Stock. The grant of Rights and the
offering of shares of Common Stock hereby is referred to in
this Prospectus as the "Offering". See "The Offering".
The Rights are transferrable and are expected to trade on
the American Stock Exchange, Inc. and in the over-the-counter
market. The Rights will expire at 5:00 p.m., Eastern
Daylight Time, on [ ], 1996, unless extended by
Health-Chem (as extended, the "Expiration Date"). The
Company makes no representation as to whether a market will
develop in the Rights, and, if such market should develop,
the price at which Rights may trade.
The Rights being offered hereby are subject to
cancellation if certain conditions are not satisfied. In
that event, any payments received by Continental Stock
Transfer and Trust Company, New York, New York (the "Rights
Agent"), in respect of the Subscription Price shall be
promptly returned. See "The Offering - Cancellation of
Rights Offering".
<PAGE>
The Subscription Price has been determined by Health-
Chem's Board of Directors. The closing price of a share of
Common Stock reported on the American Stock Exchange, Inc. on
______________, 1996 was $________.
________________________
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.
</TABLE>
<TABLE>
<CAPTION>
Underwriting
Subscription Discounts and Proceeds to
Price Commissions the Company (1)
<S> <C> <C> <C>
Per Share. . $_________ $0.00 $_________
Total. . . . $_________ $0.00 $_________
</TABLE>
(1) Before deducting expenses of the Offering and the amount
to be paid by the Company in acquiring the shares of Common
Stock being offered hereby. See "Use of Proceeds" and "Stock
Purchase Agreement".
The date of this Prospectus is ____________, 1996.
<PAGE>
<PAGE>
IN CONNECTION WITH THIS OFFERING THE COMPANY MAY EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE RESPECTIVE
MARKET PRICES OF THE COMMON STOCK AND THE RIGHTS AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN STOCK
EXCHANGE, IN THE OVER-THE-COUNTER-MARKET, OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
ADDITIONAL INFORMATION
Health-Chem Corporation ("Health-Chem" or the "Company"),
has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (including
all amendments thereto, the "Registration Statement") nder
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 contained in the
Registration Statement. For further information with respect
to the Company and the Common Stock offered hereby, reference
is hereby made to the Registration Statement and to the
exhibits and schedules filed therewith. Statements contained
in this Prospectus regarding the contents of any agreement or
other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance
reference is made to the copy of such agreement or document
filed as an exhibit to the Registration Statement, each
statement being qualified in all respects by such reference.
The Registration Statement, including exhibits and schedules
thereto, may be inspected at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W. Washington,
DC 20549, and copies of all or any part thereof may be
obtained from such office upon payment of the prescribed
fees.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated by reference into this
prospectus:
(1) The Company's annual report for the fiscal year
ended December 31, 1995 on Form 10-K
(2) The Company's definitive proxy statement dated April
5, 1996 for the 1996 Annual Meeting of Stockholders
<PAGE>
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the Offering shall be deemed to be
incorporated by reference into the Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered on the
written request of any such person, a copy of any or all of
the documents described above which have been incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written requests for copies of such documents
should be addressed to Bruce M. Schloss, Esq., Secretary,
Health-Chem Corporation, 1212 Avenue of the Americas, 24th
Floor, New York, New York, 10036.
_____________________________
<PAGE>
<PAGE>
THE OFFERING
The Subscription Rights Offering
The Company is offering up to 1,320,000 shares of Common
Stock (the "Total Maximum") to record holders of Health-Chem
Common Stock other than Marvin M. Speiser as of the close of
business on the Record Date pursuant to transferable
Subscription Rights represented by the Warrants. The
Subscription Privilege entitles holders of Common Stock as of
the Record Date to purchase three shares of Common Stock for
every ten shares of Common Stock held on the Record Date. No
fractional shares or fractional Rights or cash in lieu
therefor will be issued, distributed, or paid by the Company.
Stockholders of record will be delivered a Warrant
representing one Right for each for each Share of Common
Stock held on the Record Date. Warrants shall be exercisable
by a holder in groups of ten Rights (for three shares) and
not in groups of less than ten Rights, but a holder may
exercise some Rights without exercising all Rights granted to
such holder. Subject to the foregoing, holders of the
Company's Common Stock are entitled to subscribe for all, or
any portion of, the shares of Common Stock underlying their
Subscription Privilege.
Rights Agent
In connection with the Offering and the related
transactions, Continental Stock Transfer & Trust Company (the
"Rights Agent") has been engaged by the Company as a rights
agent pursuant to an agreement executed between the Company
and the Rights Agent (the "Rights Agent Agreement"). The
Rights Agent acts as the Transfer Agent and Registrar for the
Company. Holders of Rights will be permitted to exercise
and/or transfer all or a portion of such Rights through the
Rights Agent, and/or may sell all or a portion of such Rights
through a registered broker-dealer, by appropriate
endorsement and delivery of the Warrant. The Company will
pay the fees and expenses of the Rights Agent and has also
agreed to indemnify the Rights Agent from certain liability
that the Rights Agent may incur in connection with the
Offering.
Plan of Distribution
The Rights are transferable and it is expected that the
Rights will be traded on the American Stock Exchange until
the close of business on __________, 1996, the day preceding
the Expiration Date of the Subscription Rights Offering.
There can be no assurances as to whether a market will
develop in the Rights, and, if such market should develop,
whether the market will remain available throughout the
exercise period, or the price at which Rights may trade.
<PAGE>
Expiration Date
The Subscription Rights Offering will expire at 5:00 p.m.,
Eastern Daylight Time, on ____________, 1996, unless extended
in the sole discretion of the Board of Directors of the
Company to a date not later than June 30, 1996. After the
Expiration Date, unexercised Subscription Rights will be null
and void. The Company will not be obligated to honor any
Warrants received by the Rights Agent after the Expiration
Date, regardless of when the documents were sent.
Procedure for Subscribing for Common Stock in the Offering
Holders of Warrants who desire to exercise their
Subscription Rights must deliver to the Rights Agent, on or
prior to the Expiration Date, the properly completed and
endorsed Warrant with the required signatures guaranteed,
together with a payment in full of the Subscription Price for
each share of Common Stock subscribed for. Such payment must
be by check or bank draft drawn upon a U.S. bank, payable to
Continental Stock Transfer & Trust Company, as Rights Agent
for the Company. Parties interested in wiring funds for
subscription may do so in accordance with the Warrant and the
related Letter of Instruction and should contact the Rights
Agent at (212) 509-4000, ext. 227. The Subscription Price
will be deemed to have been received by the Rights Agent only
upon (i) clearance of any uncertified check, (ii) receipt by
the Rights Agent of any certified check or bank draft drawn
upon a U.S. bank, or (iii) receipt of good funds in the
Rights Agent's account designated above. If paying by
uncertified personal check, please note that the funds paid
thereby may take at least five business days to clear.
Accordingly, persons who wish to pay the Subscription Price
by means of an uncertified personal check are urged to make
payment sufficiently in advance of the Expiration Date to
ensure that such payment is received and clears by such date
and are urged to consider payment by means of certified or
cashier's check or wire transfer of funds. All funds
received in payment of the Subscription Price shall be held
by the Rights Agent and held in a special agency account.
Earnings on such funds, if any, will be retained by the
Company whether or not the Offering is consummated.
The address to which the Warrant and payment of the
Subscription Price should be delivered is:
<PAGE>
To: Continental Stock Transfer & Trust Company,
Attn: Reorganization Department
By Hand By Overnight Courier By Mail
2 Broadway 2 Broadway 2 Broadway
19th Floor New York, NY 10004 New York, NY 10004
New York, NY 10004
Telephone questions are directed to the Reorganization
Department at (212) 509-4000, ext. 227.
If the aggregate Subscription Price paid by a holder of
Common Stock exceeds the amount necessary to purchase the
number of shares of Common Stock for which such holder has
indicated an intention to subscribe, the excess payment
tendered shall be returned following the Expiration Date.
With respect to endorsed Warrants submitted by holders of
Common Stock, unless such endorsed Warrant (i) provides that
the shares of Common Stock to be issued pursuant to the
exercise of Subscription Rights are to be delivered to the
holder of such Subscription Rights or (ii) is submitted for
the account of an eligible guarantor institution, pursuant to
Rule 17Ad-15 (an "Eligible Institution"), promulgated under
the Exchange Act, signatures on such endorsed Warrants must
be guaranteed with a Medallion Guarantee by an Eligible
Institution.
Holders of the Company's Common Stock for the account of
others, such as brokers, trustees or depositories for
securities, should notify the respective beneficial owners of
such shares as soon as possible to ascertain such beneficial
owners' intentions and to obtain instructions with respect to
Subscription Rights. If such a beneficial owner so instructs,
the record holder of such Subscription Rights should
complete, endorse, and deliver the appropriate Warrants to
the Rights Agent with the proper payment. In addition,
beneficial owners of Common Stock held through such a nominee
holder should contact the holder and request the holder to
affect transactions in accordance with the beneficial owners'
instructions.
The instructions accompanying the Warrants should be read
carefully and followed in detail. Warrants and payment
should be sent to the Rights Agent. Do not send Warrants or
payments to the Company.
<PAGE>
The method of delivery of Warrants and payments of the
Subscription Price to the Rights Agent will be at the
election and risk of holders of Common Stock, but if sent by
mail, it is recommended that such Warrants and payments be
sent by registered mail, properly insured, with return
receipt requested and that a sufficient number of days be
allowed to ensure receipt by the Rights Agent and clearance
of payment prior to the Expiration Date. Because uncertified
personal checks may take five business days to clear, holders
are strongly urged to pay, or arrange for payment, by means
of certified or cashier's check or wire transfer of funds.
All questions concerning the time limits, validity, form,
endorsement, exercise or eligibility of Warrants received or
any exercise of Subscription Rights will be determined by the
Company, whose determinations will be final and binding. The
Company in its sole discretion may waive any defect or
irregularity, or permit a defect or irregularity to be
corrected within such time as it may determine, or reject the
purported subscriptions for shares of Common Stock. Warrants
will not be deemed to have been received or accepted until
all irregularities have been waived or cured within such time
as the Company determines in its sole discretion. Neither
the Company nor the Rights Agent will be under any duty to
give notification of any defect or irregularity in connection
with the submission of Warrants or incur any liability for
failure to give such notification.
Subscriptions for Common Stock which are received by the
Rights Agent from holders of Common Stock exercising
Subscription Rights may not be revoked. Subscription Rights
are transferable by appropriate endorsement and delivery of
the Warrant or Warrants representing such Rights.
Certain directors and executive officers of the Company
may assist in the Offering by, among other things, generally
being available to answer questions of potential subscribers.
None of such directors and executive officers will receive
compensation for such services.
None of such directors and executive officers are
registered as securities brokers or dealers under the federal
or applicable state securities laws, nor are any such persons
affiliated with any broker or dealer. Because none of such
persons are in the business of either effecting securities
transactions for others or buying and selling securities for
their own account, they are not required to register as
brokers or dealers under the federal securities laws. In
addition, the proposed activities of such directors and
executive officers are exempted from registration pursuant to
a specific safe-harbor provision of Rule 3a4-1 under the
Exchange Act. Substantially similar exemptions from
registration are available under applicable state securities
laws.
<PAGE>
If a Rights holder wishes to exercise Rights, but time
will not permit such holder to cause the Warrant(s)
evidencing such Rights to reach the Rights Agent on or prior
to the Expiration Date, such Rights may nevertheless be
exercised if all of the following conditions (the "Guaranteed
Delivery Procedures") are met:
(a) such holder has caused payment in full of the
Subscription Price for each share being purchased pursuant to
the Subscription Privilege to be received (in the manner set
forth above) by the Rights Agent on or prior to the
Expiration Date;
(b) the Rights Agent receives, on or prior to the
Expiration Date, a notice of guaranteed delivery (a "Notice
of Guaranteed Delivery"), substantially in the form provided
with the "Instructions as to Exercise of Warrants" (the
"Instructions") distributed with the Warrants, from a member
firm of a registered national securities exchange or a member
of the National Association of Securities Dealers, Inc., from
a commercial bank or trust company having an office or
correspondent in the United States, or from a financial
institution acceptable to the Rights Agent (each an
"Acceptable Institution"), stating the name of the exercising
Rights holder, the number of Rights represented by the
Warrant(s) held by such exercising Rights holder, the number
of shares being purchased pursuant to the Subscription
Privilege and guaranteeing the delivery to the Rights Agent
of any Warrant(s) evidencing such Rights within three AMEX
trading days following the date of the Notice of Guaranteed
Delivery; and
(c) the properly completed Warrant(s) evidencing the
Rights being exercised, with any required signature
guaranties, is received by the Rights Agent within three AMEX
trading days following the date of the Notice of Guaranteed
Delivery relating thereto. The Notice of Guaranteed Delivery
may be delivered to the Rights Agent in the same manner as
Warrants at the address set forth above, or may be
transmitted to the Rights Agent by telegram or facsimile
transmission to the attention of the Reorganization
Department, with reference to this Offering (telecopy No.
(212) 509-5150). Additional copies of the form of Notice of
Guaranteed Delivery are available upon request from the
Rights Agent, whose addresses and telephone numbers are set
forth herein.
<PAGE>
If an exercising Rights holder does not indicate the
number of Rights being exercised, or does not forward full
payment of the aggregate Subscription Price for the number of
Rights that the Rights holder indicates are being exercised,
then the Rights holder will be deemed to have exercised the
Subscription Privilege with respect to the maximum number of
Rights that may be exercised for the aggregate Subscription
Price payment delivered by the Rights holder. To the extent
that the aggregate Subscription Price payment delivered by
the Rights holder exceeds the product of the Subscription
price multiplied by the number of Rights evidenced by the
Warrants delivered by the Rights holder (such excess being
the "Subscription Excess"), the Subscription Excess paid by
that Rights holder shall be returned as soon as practicable
by mail, without interest or deduction.
Methods of Transferring Rights
The Rights may be purchased or sold through usual
investment channels. It is anticipated that they will trade
on the AMEX until the close of business on the last AMEX
trading day preceding the Expiration Date.
The Rights evidenced by a single Warrant may be
transferred in whole by endorsing the Warrant for transfer in
accordance with the accompanying instructions. A portion of
the Rights evidenced by a single Warrant (but not fractional
Rights) may be transferred by delivering to the Rights Agent
a Warrant properly endorsed for transfer, with instructions
to register such portion of the Rights evidenced thereby in
the name of the transferee (and to issue a new Warrant to the
transferee evidencing such transferred Rights). In such
event, a new Warrant evidencing the balance of the Rights
will be issued to the Rights holder or, if the Rights holder
so instructs, to an additional transferee.
Rights holders wishing to transfer all or a portion of
their Rights (but not fractional Rights) should allow a
sufficient amount of time prior to the Expiration Date for
(i) the transfer instructions to be received and processed by
the Rights Agent, (ii) a new Warrant to be issued and
transmitted to the transferee or transferees with respect to
transferred Rights, and to the transferor with respect to
retained Rights, if any, and (iii) the Rights evidenced by
such new Warrants to be exercised or sold by the recipients
thereof. Neither the Company nor the Rights Agent shall have
any liability to a transferee or transferor of Rights if
Warrants are not received in time for exercise or sale prior
to the Expiration Date.
Except for the fees charged to the Company by the Rights
Agent, all commissions, fees and other expenses (including
brokerage commissions and transfer taxes) incurred in
connection with the purchase, sale or exercise of Rights will
be for the account of the transferor of the Rights, and none
of such commissions, fees or expenses will be paid by the
Company or the Rights Agent.
<PAGE>
Issuance of Common Stock
Certificates representing shares of Common Stock
purchased pursuant to the Offering will be delivered to
purchasers as soon as practicable after the receipt of a
valid Subscription. No fractional shares of Common Stock
will be issued in the Offering.
Certain Federal Income Tax Considerations
BECAUSE OF THE INDIVIDUAL NATURE OF TAX CONSEQUENCES,
HOLDERS OF COMMON STOCK ARE ADVISED TO CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THESE AND OTHER FEDERAL, STATE AND
LOCAL TAX CONSEQUENCES OF THE DISTRIBUTION AND EXERCISE OF
SUBSCRIPTION RIGHTS. THE FOLLOWING IS PROVIDED FOR
CONVENIENCE ONLY, AND IS NOT INTENDED TO BE RELIED UPON BY
HOLDER IN LIEU OF SUCH CONSULTATION.
For federal income tax purposes, receipt of the
Subscription Rights may be treated as a taxable distribution
with respect to Common Stock. The amount of such taxable
distribution should be equal to the fair market value of the
Right on the Effective Date.
Upon exercise of Subscription Rights, a current holder
of Common Stock will not recognize gain or loss. The basis
of each share of Common Stock acquired upon exercise of a
Subscription Right will equal the sum of the Subscription
Price and the basis, if any, in the Subscription Right
exercise. The holding period for such Common Stock will
begin on the date the Subscription Rights are exercised. A
loss will be recognized by a holder who receives Subscription
Rights and allows those Rights to lapse, equal to such
holder's basis in the Rights, if any.
Blue Sky Limitation
The Company will not be required to make the Offering
available to or to issue shares of Common Stock to any holder
of Common Stock who is resident in a state or other
jurisdiction in which the Company deems, in its sole
discretion, that the costs associated with the compliance
with applicable securities law are excessive relative to the
benefit conferred or in which offers or sales may be
unlawful.
Right to Amend or Terminate the Offering
The Company expressly reserves the right to amend the terms
and conditions of the Offering, whether the terms and
conditions are more or less favorable to holders of Common
<PAGE>
Stock. In the event of a material change to the terms of the
Offering, the Company will cause a post-effective amendment
to its registration statement to be filed, of which this
Prospectus is a part, and re-solicit subscribers to the
extent required by the Commission. In the event of such a
re-solicitation, all proceeds received by the Company will be
returned promptly to any subscriber who does not provide the
Rights Agent with an affirmative reconfirmation. The Company
expressly reserves the right, at any time prior to delivery
of shares of Common Stock offered hereby, to terminate the
offer if the Offering is prohibited by law or regulation or
the Board of Directors concludes, in its judgment, that it is
not in the best interest of the Company to complete the
Offering under the circumstances. The Offering would be
terminated by the Company giving oral or written notice
thereof to the Rights Agent, and making a public announcement
thereof. If the Offering is so terminated, all funds
received from holders of Common Stock will be promptly
refunded without interest.
No Board Recommendation
An investment in the Common Stock must be made pursuant
to each Right holder's or prospective investor's evaluation
of the Offering and of his, her, or its best interests.
Accordingly, the Board of Directors of the Company does not
make any recommendation regarding the purchase, sale,
transfer, or exercise of Rights. The Board of Directors
does, however, encourage Rights holders to carefully consider
either exercising or selling their Rights prior to the
Expiration Date.
Additional Information
If you have questions or require additional information
concerning the Offering, contact the Reorganization
Department, Sat Continental Stock Transfer & Trust Company,
the Rights Agent, at (212) 509-4000, ext. 227.
USE OF PROCEEDS
The Company intends to use the proceeds of the Offering
to fund the payment to Marvin M. Speiser ("Speiser") for the
purchase of shares of Health-Chem Common Stock on the
Expiration Date pursuant to the Stock Purchase Agreement (as
described below, which shares shall be approximately equal to
the number of shares of Common Stock to be issued in the
Offering), and, to the extent that such proceeds exceed the
aggregate exercise price, to offset costs incurred in
connection with the Offering and for other corporate
purposes.
<PAGE>
STOCK PURCHASE AGREEMENT
Mr. Speiser, his wife, and entities controlled by them
are currently the beneficial holders of 3,565,846 shares of
the 7,982,424 outstanding shares of common stock $.01 par
value of the Company (the "Common Stock"). Of these
3,565,846 shares, a total of 1,782,689 are subject to
repurchase by the Company pursuant to option agreements
entered into in 1991 and 1994 (hereinafter, the "1991 Option"
and the "1994 Option" respectively, and, together, the
"Options"). The terms of certain 10.375% convertible
subordinated debentures (the "Debentures") more fully
described in the Company's annual report incorporated herein
by reference, restrict the Company's ability to repurchase
Company Common Stock, except in certain circumstances, one of
which is repurchase with the proceeds of the substantially
concurrent sale of Common Stock.
The Board of Directors of the Company, having concluded
that it is in the best interests of the Company and its
stockholders to increase the number of shares of the
Company's Common Stock in the hands of non-affiliates, and
that it is likely that the capital markets will be better
able to analyze and evaluate the performance of the Company
from a financial perspective if a relatively large percentage
of the Company's outstanding Common Stock were not subject to
repurchase by the Company, the Company has entered into an
agreement with Speiser (the "Stock Purchase Agreement")
pursuant to which this Offering is being effected. Under the
Stock Purchase Agreement, Speiser will provide the shares of
Common Stock for purchase by the Company in an amount
approximately equal to the number of shares of Common Stock
to be issued to subscribers in the Subscription Rights Offer.
Pursuant to the Stock Purchase Agreement, the Company
has agreed to (a) undertake this Offering; (b) set the
Offering exercise price per share at an amount not less than
the Company's aggregate purchase price for all shares under
the 1991 Option and the 1994 Option divided by the total
number of shares subscribed for pursuant to the Offering (the
"Average Option Price"); and (c) amend the 1991 Option and
the 1994 Option to permit the partial exercise of each option
agreement in proportion to the total number of shares
subscribed for pursuant to the Offering, producing a per
share exercise price equal to the Average Option Price. As
of ______, 1996 the Average Option Price per share was
$_________. Under the terms of the Stock Purchase Agreement,
upon conclusion of the Offering Speiser will retain all
unsubscribed for shares free of any option of the Company and
the 1991 Option and 1994 Option Agreements shall terminate.
<PAGE>
<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered
hereby will be passed on for the Company by Hinckley, Allen
& Snyder, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of the Company as
of December 31, 1995, and for the year then ended which were
included in the Company's Annual Report Form 10-K for the
year ended December 31, 1995, and incorporated herein by
reference, have been audited by Coopers & Lybrand L.L.P.,
independent auditors as stated in their report appearing
therein. The consolidated financial statements and related
financial schedules of the Company as of December 31, 1994
and for each of the two years in the period ended December
31, 1994 which were included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, and
incorporated herein by reference have been audited by
Deloitte & Touche LLP, independent auditors, as stated in
their report appearing therein. In each case, these
financial statements have been so incorporated herein by
reference in reliance upon the respective reports of each
such firm given upon their authority as experts in accounting
and auditing.
<PAGE>
<PAGE>
HEALTH-CHEM CORPORATION
_____________________
No dealer, salesman or other person has been authorized
to give any information or to make any representations not
contained in this Prospectus in connection with the offer
contained in this Prospectus by the Company. This Prospectus
does not constitute an offer to sell or the solicitation of
any offer to buy the securities offered hereby by anyone in
any jurisdiction in which such offer or solicitation is not
authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein
is correct as of any time subsequent to the date hereof.
_____________________
TABLE OF CONTENTS
Page
Additional Information
Document Incorporated by Reference
The Offering
Use of Proceeds
Stock Purchase Agreement
Legal Matters
Experts
_______________________
[Prospectus dated May __, 1996]
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses payable in connection with the sale
of Common Stock offered hereby are as follows:
Amount
Securities and Exchange Commission Registration
Fee....................................... $ 740.00
Legal Fees and Expenses........................ $ 40,000.00
Accounting Fees and Expenses................... $ 22,000.00
Blue Sky Fees and Expenses (including legal
Fees)...................................... $ 12,500.00
Printing and Engraving Expenses................ $ 16,000.00
Transfer Agent and Rights Agent Fees and
Expenses................................... $ 15,000.00
Miscellaneous.................................. $ 28,760.00
Total $135,000.00
Item 15. Indemnification of Directors and Officers.
(a) Section 145 of the General Corporation Law of the
State of Delaware (Chapter 1, Title 8, Delaware Code of 1953)
provides as follows:
"(a) A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys' fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no
<PAGE>
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer,
employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this
section or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsections (a) and
(b) of this section (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case
upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
<PAGE>
determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer
to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation
as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the
board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
or expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in
another capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him
against such liability under this section.
(h) For purposes of this section, references to
"the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such
<PAGE>
constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed
on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person."
(b) Article NINTH of the Registrant's Restated
Certificate of Incorporation, as amended effective May 8,
1987, and to date, provides as follows:
To the fullest extent permitted by the Delaware
General Corporation law in its present form or as it may
hereafter be amended, no director of the Corporation shall be
liable to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director.
This Article NINTH shall not eliminate or limit the liability
of a director for any act or omission occurring prior to the
date that this Article NINTH becomes effective.
(c) The Registrant has an insurance policy which insures
the Directors and Officers of the Registrant and its
subsidiaries against certain liabilities which might be
incurred in connection with the performance of their duties.
<PAGE>
Item 16. Exhibits.
Exhibit No. Description of Exhibit
4.1 Form of Stock Purchase
Agreement
4.2 Form of Rights Agent
Agreement
4.3 Form of Warrant
5 Opinion of Hinckley,
Allen & Snyder
23.1 Consent of Coopers &
Lybrand L.L.P.
23.2 Consent of Deloitte &
Touche LLP
23.3 Consent of Hinckley,
Allen & Snyder (included
in Exhibit 5)
Item 17. 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 and 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 or distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or 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
<PAGE>
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 supplement the Prospectus, after the expiration
of the subscription period, to set forth the results of the
subscription offer and the terms of any subsequent reoffering
thereof.
(4) To deliver or cause to be delivered with the
Prospectus, to each person to whom the Prospectus is sent or
given, the latest Annual Report to security holders that is
incorporated by reference in the Prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
Prospectus, deliver, or cause to be delivered to each person
to whom the Prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to (a) the incorporation by reference in this
registration statement of Health-Chem Corporation on Form S-3
of our report dated March 15, 1996, (except for the last two
paragraphs of Note 9 which are dated as of March 26, 1996) on
our audit of the consolidated financial statements and
financial statement schedule of Health-Chem Corporation as of
December 31, 1995 and for the year then ended which report is
included in the 1995 annual report on Form 10-K, which is
incorporated by reference in this Registration Statement on
Form S-3 and (b) the reference to us under the heading
"Experts" in the Prospectus which is part of said
Registration Statement.
COOPERS & LYBRAND L.L.P.
One South Market Square
Harrisburg, PA
April 8, 1996
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement of Health-Chem Corporation on form S-3
of our report dated March 15, 1995, appearing in the Health-
Chem Corporation Annual Report on Form 10-K for the year
ended December 31, 1995, and to the reference to us under the
heading "Experts" in the Prospectus which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Baltimore, MD
April 8, 1996
<PAGE>
<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 the requirements for filing on
Form S-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized in The City of New York, State of New York on
April 8, 1996.
HEALTH-CHEM CORPORATION
By:Marvin M. Speiser
Marvin M. Speiser,
President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Health-Chem
Corporation, hereby severally and jointly constitute and
appoint Marvin M. Speiser, Robert D. Speiser, Bruce M.
Schloss and Paul Bork, and each of them singly, our true and
lawful attorneys, with full power to them and each of them
singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective
amendments to this Registration Statement, and generally do
all things in our names and on our behalf in such capacities
to enable Health-Chem Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.
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 dates
indicated.
Name and Signature Title(s) Date
Marvin M. Speiser
Marvin M. Speiser President, Chief April 8, 1996
Executive Officer
and Chairman of
the Board
(Principal
Executive Officer)
Robert D. Speiser
Robert D. Speiser Executive Vice April 8, 1996
President and
Director
<PAGE>
Name and Signature Title(s) Date
Steven Bernstein
Steven Bernstein Senior Vice President April 8, 1996
and Director
Paul R. Moeller
Paul R. Moeller Vice President - April 8, 1996
Finance and Director
(Principal Financial
and Principal
Accounting Officer)
Bruce M. Schloss
Bruce M. Schloss Vice President, April 8, 1996
Secretary and
Director
Matthew Goldstein
Matthew Goldstein Director April 8, 1996
Samuel R. Goodson
Samuel R. Goodson Director April 8, 1996
Eugene Roshwalb
Eugene Roshwalb Director April 8, 1996
Gregory P. Speiser
Gregory P. Speiser Director April 8, 1996
Milton Y. Zussman
Milton Y. Zussman Director April 8, 1996
<PAGE> EXHIBIT 4.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of March 29, 1996, by
and between Marvin M. Speiser ("Speiser") and Health-Chem
Corporation, a Delaware corporation ("Health-Chem").
WHEREAS, Speiser is the beneficial owner of 3,565,846 of
the 7,982,424 outstanding shares of common stock, par value
$.01 per share ("Common Stock"), of Health-Chem; and
WHEREAS, Health-Chem has the right to acquire from
Speiser (i) 1,207,689 shares Common Stock pursuant to an
Option Agreement dated August 30, 1991 (the "Baker Shares")
and (ii) 575,000 shares of Common Stock pursuant to an Option
Agreement dated July 15, 1994 (the "NU Shares", and
collectively with the Baker Shares hereinafter referred to as
the "Option Shares"); and
WHEREAS, Health-Chem believes that it is in the best
interests of Health-Chem and its stockholders if the "float"
of Common Stock were increased, so that a greater number of
shares of Common Stock were beneficially owned by holders
other than affiliates of Health-Chem; and
WHEREAS, Health-Chem also believes that the capital
markets may be better able to analyze and evaluate Health-
Chem's financial performance if a relatively large percentage
of the outstanding shares were not subject to repurchase by
Health-Chem; and
<PAGE>
WHEREAS, Health-Chem is legally prohibited from directly
exercising its options to acquire the Option Shares by
covenants contained in certain debt instruments to which
Health-Chem is bound and by the terms of said Option
Agreements which do not permit partial exercise; and
WHEREAS, Health-Chem and Speiser believe that the
offering of subscription rights contemplated as by this
Agreement would provide an opportunity to increase the
"float" of Common Stock without increasing the number of
shares of Common Stock outstanding, at the same time
providing to Health-Chem substantially the equivalent benefit
of the exercise of its options to acquire the Option Shares.
NOW, THEREFORE, in consideration of the mutual promises
contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Offering of Subscription Rights. Following the
execution and delivery of this Agreement, Health-Chem will
undertake to offer to its stockholders (other than Speiser)
of record as of a date to be fixed as hereinafter provided
(the "Record Date"), rights to subscribe to purchase shares
of Common Stock (a "Subscription Right", collectively the
"Rights"), on the following basis:
<PAGE>
(a) One right shall be granted for each share of Common
Stock held of record with ten (10) Subscription Rights being
aggregated to purchase three (3) shares of Common Stock.
(b) The Rights and the underlying shares of Common
Stock shall be registered pursuant to a registration
statement (the "Registration Statement") filed with the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933 (the "1933 Act").
(c) The Record Date and the subscription price of the
Common Stock offered to stockholders pursuant to the
Subscription Rights offering shall be determined by the Board
of Directors of Health-Chem (or a duly appointed committee
thereof) prior to the effectiveness of the Registration
Statement; provided, however, that the exercise price per
share shall not be less than the "Average Option Price" as
defined in Section 3 below.
(d) The Subscription Rights shall be exercisable for a
period, as determined by Health-Chem, of not less than
fifteen (15) days nor more than forty-five (45) days
following effectiveness of the Registration Statement and,
shall expire if unexercised at such time (the "Expiration
Date"). The Subscription Rights granted to Health-Chem
stockholders shall be transferable. No fractional shares of
Common Stock will be issued. Subscription Rights shall be
<PAGE>
exercisable by a holder only in units of ten (10) for three
(3) shares (and integral multiples thereof) and not in part.
(e) For purposes of the offering of Subscription Rights,
Speiser shall be deemed not to receive his pro rata portion
of such Subscription Rights, or if and to the extent he is
considered to have received such Subscription Rights, Speiser
agrees that he will not exercise nor transfer such
Subscription Rights (said pro rata portion to be calculated
based upon Speiser's beneficial ownership of outstanding
shares of Common Stock other than the Option Shares as of the
Record Date).
(f) The offering of Subscription Rights shall be made on
such other terms and conditions, including without
limitation, the legality of the offer and sale under the
various securities laws of the several states, as Health-Chem
shall determine.
2. Amendment of the Option Agreements. Upon the
effectiveness of the Registration Statement, Health-Chem and
Speiser shall execute an amendment to each Option Agreement
to permit Health-Chem to exercise such Option Agreement in
part so that the number of shares of Common Stock purchased
by Health-Chem thereunder is equal to the product obtained by
multiplying the number of Option Shares covered by such
Option Agreement by the Applicable Fraction; provided such
<PAGE>
exercises result in an aggregate purchase price paid for such
Option Shares equal to the amount described in Section 3
below; and provided, further, that each Option Agreement
shall thereafter terminate in accordance with Section 5
below. For purposes of this Agreement, the "Applicable
Fraction" shall mean a fraction, the numerator of which is
the total number of shares of Common Stock outstanding as of
the Record Date other than the number of shares of Common
Stock equal to the sum of the number of Option Shares and the
number of other shares of Common Stock beneficially owned by
Speiser as of the Record Date, and the denominator of which
is the total number of shares of Common Stock outstanding as
of the Record Date other than the number of Option Shares
outstanding as of the Record Date.
3. Purchase of Shares Subscribed For. On the
Expiration Date, Health-Chem shall notify Speiser of the
number of Option Shares as to which Health-Chem is exercising
its option to purchase pursuant to each Option Agreement,
which number shall be equal to the aggregate number of shares
of Common Stock subscribed for in the offering of
Subscription Rights, but not greater than 1,269,820 shares,
and which shall result in an aggregate purchase price for the
shares of Common Stock being purchased from Speiser, equal to
such number of shares multiplied by the Average Option Price.
For purposes of this Agreement, the term "Average Option
Price" shall mean the sum of (a) the aggregate purchase price
<PAGE>
of the Baker Shares at such date, and (b) the aggregate
purchase price of the NU Shares at such date, in each case,
calculated as provided in the relevant Option Agreement,
divided by the total number of the Option Shares. To the
extent that the number of shares of Common Stock subscribed
for pursuant to the Subscription Rights Offering exceeds the
number of shares which Speiser is obligated to sell
hereunder, Health-Chem shall deliver shares of Common Stock
held in its treasury to subscribers.
4. Payment for Shares Subscribed For.
Immediately following the Expiration Date, Health-Chem shall
purchase from Speiser, and Speiser shall sell to Health-Chem,
the number of shares of Common Stock set forth in the notice
delivered pursuant to Section 3 at the aggregate price set
forth therein. Payment shall be made to Speiser by wire
transfer or in other immediately available funds against
receipt by Health-Chem of certificates representing such
shares; provided, however, that nothing herein shall be
deemed to require Speiser to deliver any specific
certificates representing shares of Common Stock. All shares
of
Common Stock provided by Speiser shall be free and clear of
any claims, liens or encumbrances (other than as may be
created hereby). The certificates shall be accompanied by
duly endorsed stock powers.
<PAGE>
5. Termination of Option Agreements. Immediately
following the Expiration Date, each of the Option Agreements,
to the extent not then exercised, shall terminate in its
entirety, together with any and all rights, claims, liens and
encumbrances of Health-Chem in and to the Baker Shares and
the NU Shares and Speiser's obligation to sell and Health-
Chem's right to purchase such shares of Common Stock
thereunder shall forthwith terminate, and Speiser shall
retain such shares of Common Stock free of any claim of
Health-Chem.
6. Execution and Time of Effectiveness. This
Agreement may be executed at any time prior to the filing of
the Registration Statement but shall be void and of no force
and effect in the event that the Registration Statement is
not declared effective by order of the SEC on or before June
30, 1996.
7. Binding Effect. Except as otherwise provided
herein, the Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs,
executors, administrators, successors, legal representatives
and assigns.
8. Entire Agreement; Modification. This Agreement
constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof, and neither this
Agreement nor any provisions hereof shall be waived, changed,
discharged or terminated except by an instrument in writing
<PAGE>
signed by the party against whom any waiver, change,
discharge or termination is sought.
9. Notices. All notices, requests, demands and
other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to be
duly given to be delivered if delivered personally or by a
nationally recognized courier service or on the third
business day following deposit with the U.S. Postal Service
as certified or registered mail (return receipt requested),
postage prepaid, and shall be addressed:
If to Speiser:
Marvin M. Speiser
c/o Health-Chem Corporation
1212 Avenue of the Americas
New York, NY 10036
with a copy to:
Thomas P. Desmond, Esq.
Vedder, Price, Kaufman
& Kammholz
222 North LaSalle Street
Chicago, IL 60601-10037
If to Health-Chem:
Health-Chem Corporation
1212 Avenue of the Americas
New York, NY 10036
Attention: Bruce M. Schloss, Esq.
Vice President and Secretary
with a copy to:
Paul Bork, Esq.
Hinckley, Allen & Snyder
One Financial Center
Boston, MA 02111-2625
<PAGE>
or to such other address as the parties shall have specified
by notice in writing to the others.
10. Expenses; Further Assurances. All expenses
associated with the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby
shall be paid by Health-Chem. At the request of either
party, the other will promptly execute and deliver, or cause
to be executed and delivered, all such documents or
instruments as may reasonably be necessary or desirable to
carry out or implement any provision of this Agreement.
11. Governing Law. This Agreement and the rights
of the parties hereunder shall be governed by and interpreted
in accordance with the laws of the State of New York,
excluding its conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the day and year first
above written.
HEALTH-CHEM CORPORATION
By:
Title:
Marvin M. Speiser
<PAGE>
EXHIBIT 4.2
RIGHTS AGENT AGREEMENT
___________, 1996
Continental Stock Transfer & Trust Company
2 Broadway
New York, NY 10004
Attn: Compliance Department
Ladies and Gentlemen:
Health-Chem Corporation, a Delaware corporation (the
"Company"), is making an offer to issue (the "Subscription
Offer") to the holders of record (the "Record Stockholders")
of its outstanding shares of Common Stock, par value $0.01
per share (the "Common Stock"), at the close of business on
__________, 1996 (the "Record Date"), the right to subscribe
for and purchase (each a "Right") shares of Common Stock (the
"Additional Common Stock") at a purchase price of $_____ per
share of Additional Common Stock (the "Subscription Price"),
payable by cashier's or certified check, upon the terms and
conditions set forth herein. The term "Subscribed" shall
mean submitted for purchase from the Company by a stockholder
in accordance with the terms of the Subscription Offer, and
the term "Subscription" shall mean any such submission. The
Subscription Offer will expire at 5:00 p.m., Eastern
Daylight Time, on ____________, 1996 (the "Expiration Time"),
unless the Company shall have extended the period of time for
which the Subscription Offer is open, in which event the term
"Expiration Time" shall mean the latest time and date at
which the Subscription Offer, as so extended by the Company
from time to time, shall expire.
The Company filed a Registration Statement (the
"Registration Statement") relating to the Additional Common
Stock with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Securities Act") on
April __, 1996. Said Registration Statement was declared
effective on ____________, 1996. The terms of the
Subscription Offer and the Additional Common Stock are more
fully described in the Prospectus forming part of said
Registration Statement as it was declared effective, and the
accompanying Letter of Instruction. Copies of the
Prospectus, the Letter of Instruction and the Notice of
Guaranteed Delivery are annexed hereto as Exhibit 1, Exhibit
2 and Exhibit 3, respectively. All terms used and not
defined herein shall have the same meaning as in the
Prospectus. Promptly after the Record Date, the Company
- 38 -
<PAGE>
will provide you with a list of holders of Common Stock as of
the Record Date (the "Record Stockholders List").
The Rights are evidenced by transferable stock purchase
warrants (the "Warrants" "), a copy of the form of which is
annexed hereto as Exhibit 4. The Warrants entitle the
holders to subscribe, upon payment of the Subscription Price,
for shares of Additional Common Stock at the rate of 3 shares
for each ten shares of Common Stock held as of the Record
Date (the "Basic Subscription Privilege"). No fractional
shares will be issued. Reference is made to the Prospectus
for a complete description of the Basic Subscription
Privilege.
The Company hereby appoints you as Rights Agent (the
"Rights Agent") for the Subscription Offer and agrees with
you as follows:
1. As Rights Agent, you are authorized and directed to:
A. Issue the Warrants in accordance with this Agreement
in the names of the Record Stockholders, keep such records as
are necessary for the purpose of recording such issuance, and
furnish a copy of such records to the Company. The Warrants
may be signed on behalf of the Rights Agent by the manual or
facsimile signature of a Vice President or Assistant Vice
President of the Rights Agent, or by the manual signature of
any of its other authorized officers.
B. Upon your receipt of the Record Stockholders List:
(1) mail or cause to be mailed, by first class
mail, to each Record Stockholder whose address of record is
within the United States, except for the states described in
section 2 below, (a) a Warrant evidencing the Rights to which
such stockholder is entitled under the Subscription Offer,
(b) a copy of the Prospectus, (c) a Letter of Instruction,
(d) a Notice of Guaranteed Delivery and (e) a return envelope
addressed to the Rights Agent; and
(2) mail or cause to be mailed, by first class
mail, to each Record Stockholder whose address of record is
in any of the states set forth on Schedule A (a) a copy of
the Prospectus, and (b) a Letter of Explanation. You shall
refrain from mailing Warrants evidencing Rights issuable to
any Record Stockholder whose address of record is within
these states.
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<PAGE>
C. Mail or deliver a copy of the Prospectus to each
assignee or transferee of Rights upon your receiving
appropriate documents to register the assignment or transfer
thereof, along with certificates for shares of Additional
Common Stock when such are issued to persons other than the
registered holder of the Warrant.
D. Accept Subscriptions upon the due exercise of Rights
(including payment of the Subscription Price) prior to the
Expiration Time in accordance with the terms of the Warrants
and the Prospectus.
E. Accept Subscriptions from stockholders whose
Warrants are alleged to have been lost, stolen or destroyed,
upon receipt by you of an affidavit of theft, loss or
destruction and a bond of indemnity in form and substance
satisfactory to the Company, accompanied by payment of the
Subscription Price for the total number of shares of
Additional Common Stock subscribed for. Upon receipt of such
affidavit and bond of indemnity and compliance with any other
applicable requirements, stop orders shall be placed on said
Warrants and you shall withhold delivery of the shares of
Additional Common Stock subscribed for until after the
Warrants have expired and it has been determined that the
Rights evidenced by the Warrants have not been purported to
have been exercised, transferred, or otherwise surrendered.
F. Accept Subscriptions, without further authorization
or direction from the Company, without procuring supporting
legal papers or other proof of authority to sign (including,
without limitation, proof of appointment of a fiduciary or
other person acting in a representative capacity), and
without signatures of co-fiduciaries, co-representatives or
any other person if, and only if:
(1) the Warrant is registered in the name of a
fiduciary and is executed by such fiduciary, provided that
the certificate representing the Additional Common Stock is
to be issued in the name of such fiduciary;
(2) the Warrant is registered in the name of joint
tenants and is executed by one of the joint tenants, provided
the certificate representing the Additional Common Stock is
issued in the names of, and is to be delivered to, such joint
tenants;
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<PAGE>
(3) the Warrant is registered in the name of a
corporation and is executed by a person in a manner which
appears or purports to be done in the capacity of an officer
or agent thereof, provided the Additional Common Stock is to
be issued in the name of such corporation; or
(4) the Warrant is registered in the name of an
individual and is executed by a person purporting to act as
such individual's executor, administrator or personal
representative, provided the Additional Common Stock is to be
registered in the name of the subscriber as executor or
administrator of the estate of the deceased registered holder
and there is no evidence indicating the subscriber is not the
duly authorized representative that such person purports to
be.
G. Accept Subscriptions not accompanied by Warrants if
submitted by a firm having membership in the New York or
American Stock Exchanges or another national securities
exchange or by a commercial bank or trust company having an
office in the United States together with the Notice of
Guaranteed Delivery and accompanied by proper payment for the
total number of shares of Additional Common Stock Subscribed
for.
H. Accept Subscriptions even though unaccompanied by
Warrants, under the circumstances and in compliance with the
terms and conditions set forth in the Prospectus.
I. Refer to the Company for specific instructions as to
acceptance or rejection of: (1) Subscriptions received after
the Expiration Time; (2) Subscriptions not authorized to be
accepted pursuant to this Agreement; and (3) Subscriptions
otherwise failing to comply with the requirements of the
Prospectus and the terms and conditions of the Warrants.
J. Upon acceptance of a Subscription you shall:
(1) hold all monies received in a special
account for the benefit of the Company. Promptly following
the Expiration Time you shall distribute to the Company the
funds in such account and issue stock certificates for shares
of Additional Common Stock issuable with respect to
Subscriptions which have been accepted.
(2) advise the Company daily by telecopy to
the attention of Bruce M. Schloss (telephone (212) 398-0700;
facsimile (212) 398-0884) (the "Company Representative"),
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<PAGE>
with copies to Paul Bork (telephone (617) 345-9000; facsimile
(617) 345-9020), as to the total number of shares of
Additional Common Stock subscribed for, and the amount of
funds received, with cumulative totals for each; and in
addition advise the Company Representative, by telephone,
confirmed by telecopy, of the amount of funds received
identified in accordance with (1) above, deposited,
available or transferred in accordance with (1) above, with
cumulative totals; and
(3) as promptly as possible but in any event
on or before 3:30 p.m., Eastern Daylight Time, on the first
full business day following the Expiration Time, advise the
Company Representative in accordance with (2) above of the
number of shares Subscribed for the number of Subscription
guarantees received and the number of shares of Additional
Common Stock unsubscribed for.
K. Upon valid Subscription, you shall requisition
certificates (in your separate capacity as the Company's
Transfer Agent) for the Common Stock for shares of Additional
Common Stock Subscribed for.
L. If certificates representing shares of Additional
Common Stock are to be delivered by you to a person other
than the person in whose name a surrendered Warrant is
registered, you will issue no stock certificate for
Additional Common Stock until the Warrant so surrendered has
been properly endorsed (or otherwise put in proper form for
transfer) and the person requesting such exchanges has paid
any transfer or other taxes or governmental charges required
by reason of the issuance of a certificate for Additional
Common Stock in a name other than that of the registered
holder of the Warrant surrendered, or has established to your
satisfaction that any such tax or charge either has been paid
or is not payable.
2. A. The Warrants shall be issued in registered form
only. The Company hereby appoints you as Registrar for the
Warrants. As such Registrar you shall keep books and records
of the registration and transfers and exchanges of Warrants
(such books and records of the registration and transfers and
exchanges of Warrants (such books and records are hereinafter
called the "Warrant Register").
B. All Warrants issued upon any registration of
transfer or exchange of Warrants shall be the valid
obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as
the Warrants surrendered for such registration of transfer or
exchange.
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<PAGE>
C. Any Warrant when duly endorsed shall be deemed
negotiable, and when a Warrant shall have been so endorsed
the holder thereof may be treated by the Company, you and all
other persons dealing therewith as the absolute owner thereof
for any purpose and as the person entitled to exercise the
rights represented thereby, any notice to the contrary
notwithstanding, but until such transfer is registered in the
Warrant Register, the Company and you may treat the
registered holder thereof as the owner for all purposes.
3. You will use reasonable procedures to attempt to
reconcile any discrepancies between the number of shares of
Additional Common Stock that any Warrant may indicate are to
be issued to a stockholder and the number that the Record
Stockholders List indicates may be issued to such
stockholder. In any instance where you cannot reconcile such
discrepancies by following such procedures, you will consult
with the Company for instructions as to the number of shares
of Additional Common Stock, if any, you are authorized to
issue. In the absence of such instructions, you are
authorized to not issue any shares of Additional Common Stock
to such stockholder.
4. You will examine the Warrants received by you as the
Rights Agent to ascertain whether they have been completed
and executed in accordance with the applicable Letter of
Instruction. In the event that any Warrant has not been
properly competed or executed, or where the Warrants are not
in proper form for Subscription, or any other irregularity in
connection with the Subscription exists, you will follow
reasonable procedures to cause such irregularity to be
corrected. You are not authorized to waive any irregularity
in connection with the Subscription, unless you shall have
received from the Company, with respect to said Warrant, a
notice which was duly delivered, dated and executed by an
authorized officer of the Company, indicating that any
irregularity in such Warrant has been cured or waived and
that such Warrant has been accepted by the Company. If any
such irregularity is neither corrected nor waived, you will
return to the subscribing stockholder (at your option by
either first class mail under a blanket surety bond or
insurance protecting you and the Company from losses or
liabilities arising out of the non-receipt or nondelivery of
Warrants or by registered mail insured separately for the
value of such Warrants) to such stockholder's address as set
forth in the Subscription, any Warrants surrendered in
connection therewith and any other documents received with
such Warrants, and a letter of notice to be furnished by the
Company explaining the reasons for the return of the Warrants
and other documents.
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<PAGE>
5. Each document received by you relating to your duties
hereunder shall be dated and time stamped when received.
6. A. For so long as this Agreement shall be in effect,
the Company will reserve for issuance and keep available free
from preemptive rights a sufficient number of shares of
Additional Common Stock to permit the exercise in full of all
Rights issued pursuant to the Subscription Offer. Subject to
the terms and conditions of this Agreement, you will (in your
separate capacity as the Transfer Agent for the Common Stock)
issue stock certificates evidencing the appropriate number of
shares of Additional Common Stock as required from time to
time in order to effectuate the Subscriptions.
B. The Company shall take any and all action the
Company shall deem necessary, including, without limitation,
obtaining the authorization, consent, lack of objection,
registration or approval of any governmental authority, or
the taking of any other action under the laws of the United
States of America or any political subdivision thereof, to
insure that all shares of Additional Common Stock issuable
upon the exercise of the Warrants at the time of delivery of
the stock certificates therefor (subject to payment of the
Subscription Price) will be duly and validly issued and fully
paid and nonassessable shares of Common Stock, free from all
preemptive rights and taxes, liens, charges and security
interests created by or imposed upon the Company with respect
thereto.
C. The Company shall, from time to time, take all
action the Company shall deem necessary or appropriate to
obtain and keep effective all registrations, permits,
consents and approvals of the Securities and Exchange
Commission and any other governmental agency or authority and
make such filings under Federal and state laws which may be
necessary or appropriate in connection with the issuance,
sale, transfer and delivery of Warrants or Additional Common
Stock issued upon exercise of Warrants.
7. Should any issue arise regarding federal income tax
reporting or withholding, you will immediately seek Company
direction and shall take such action as the Company instructs
you in writing.
8. The Company may terminate this Agreement at any time by
so notifying you in writing. You may terminate this
Agreement upon 30 days prior notice to the Company. Upon
such termination, you shall be relieved and discharged of any
further responsibilities with respect to your duties
- 44 -
<PAGE>
hereunder. You will promptly forward to the Company or its
designee any Warrant or other document relating to your
duties hereunder that you may possess or control at the time
of termination or which you receive after your appointment
has so terminated. The obligations of this Section 8, and of
Sections 9, 11, and 12 of this Agreement shall survive any
termination of this Agreement.
9. As Rights Agent for the Company hereunder you:
A. shall make no representations and have no
responsibilities as to the validity, sufficiency, value, or
genuineness of any Warrants surrendered to you hereunder or
shares of Additional Common Stock issued in exchange therefor
and will not be required to or be responsible for and will
make no representations as to, the validity, sufficiency,
value or genuineness of the Subscription Offer;
B. may rely on and shall be fully authorized and
protected in acting or refraining from acting, as directed by
any certificate, instrument, opinion, notice, letter,
telegram, telefax, facsimile transmission or other document
or security delivered to you and believed by you to be
genuine and to have been signed by the proper party or
parties;
C. shall not be liable or responsible for any recital
or statement contained in the Prospectus or any other
documents relating thereto;
D. shall not be liable or responsible for any failure
on the part of the Company to comply with any of its
covenants and obligations relating to the Subscription Offer,
including, without limitation, obligations under applicable
securities laws;
E. may rely on and shall be fully authorized and
protected in acting or refraining from acting, when
instructed to so act or refrain from acting by the written,
telephonic or oral instructions of officers of the Company
with respect to any matter relating to you acting as Rights
Agent covered by this Agreement (or supplementing or
qualifying any such actions); provided, however, that you
shall not rely on oral instructions where this Agreement
requires instructions in writing.
F. are not authorized to pay, and shall not pay, any
brokers, dealers, or soliciting fees to any person.
- 45 -
<PAGE>
10. In the event any question or dispute arises with respect
to the proper interpretation of the Subscription Offer, you
shall not be required to act and shall not be held liable or
responsible for your refusal to act until the question or
dispute has been judicially settled (and, if appropriate, you
may file a suit in interpleader or for a declaratory judgment
for such purpose) by final judgment rendered by a court of
competent jurisdiction, binding on all parties interested in
the matter which is no longer subject to review or appeal,
settled by a written document executed by the Company and
each such stockholder and party.
11. Any instructions given to you orally, as permitted by
any provision of this Agreement, shall be confirmed in
writing by the Company as soon as practicable.
12. Whether or not any Warrants are surrendered to you, for
your services as Rights Agent hereunder, the Company shall
pay to you compensation in accordance with the fee schedule
attached as Schedule B hereto, together with reimbursement
for reasonable out-of-pocket expenses.
13. The Company covenants to indemnify and hold you and your
officers, directors, employees, agents, contractors,
subsidiaries and affiliates harmless from and against any
loss, liability, damage or expense (including without
limitation any loss, liability, damage or expense incurred
for accepting Warrants tendered without a signature guarantee
and the fees and expenses of counsel) incurred without
negligence or bad faith arising out of or in connection with
the Subscription Offer, this Agreement or the administration
of your duties hereunder, including without limitation the
costs and expenses of defending and appealing against any
action, proceeding, suit or claim. In no case shall the
Company be liable under this indemnity with respect to any
action, proceeding, suit or claim against you unless the
Company shall be notified by you, by letter or by telex or
facsimile transmission confirmed by letter, of the written
assertion of any action, proceeding, suit or claim made or
commenced against you promptly after you shall have been
served with the summons or other first legal process or have
received the first written assertion giving information as to
the nature and basis of the action, proceeding, suit or
claim. In no case shall the Company be liable under this
indemnity with respect to any action, proceeding, suit or
claim in which the Company shall assert a claim,
counterclaim, cross-claim, right of offset, or other charge,
cost or expense against or from the Rights Agent. The
Company shall be entitled to participate at its own expense
in the defense of any action, proceeding, suit or claim
hereunder and to control the defense of same.
- 46 -
<PAGE>
14. If any provision of this Agreement shall be held
illegal, invalid, or unenforceable by any court, this
Agreement shall be construed and enforced as if such
provision had not been contained herein and shall be deemed
an Agreement among us to the full extent permitted by
applicable law.
15. The Company represents and warrants that (a) it is duly
incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, (b) the making and
consummation of the Subscription Offer and the execution,
delivery and performance of all transactions contemplated
thereby (including, without limitation, this Agreement) have
been duly authorized by all necessary corporate action (c)
this Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid, binding and
enforceable obligation of it, (d) the Subscription Offer will
comply in all material respects with all applicable
requirements of law and (e) to the best of its knowledge,
there is no litigation pending or threatened as of the date
hereof in connection with the Subscription Offer.
16. In the event that any claim of inconsistency between
this Agreement and the terms of the Registration Statement
arise, as they may from time to time be amended, the terms of
the Registration Statement shall control, except with respect
to the duties, liabilities and rights, including compensation
and indemnification of you as Rights Agent, which shall be
controlled by the terms of this Agreement.
17. Set forth on Schedule C hereto is a list of the names
and specimen signature of the persons authorized to act for
the Company under this Agreement. The Secretary of the
Company shall, from time to time, certify to you the names
and signatures of any additional persons authorized to act
for the Company under this Agreement.
18. Except as expressly set forth elsewhere in this
Agreement, all notices, instructions and communications under
this Agreement shall be in writing, shall be effective upon
receipt and shall be addressed to each party at its
respective address set forth beneath its respective signature
to this Agreement, or to such other address as a party hereto
shall notify the other.
19. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without
giving effect to conflict of laws rules or principles, and
shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto; provided,
however, that this Agreement may not be assigned by any
party without the prior written consent of the other.
- 47 -
<PAGE>
20. No provision of this Agreement may be amended, modified
or waived, except in a written document signed by both
parties.
Please acknowledge receipt of this letter and
confirm your agreement concerning your appointment as Rights
Agent, and the arrangements herein provided, by signing and
returning the enclosed copy hereof, whereupon this Agreement
and your acceptance of the terms and conditions herein
provided shall constitute a binding Agreement between us.
Very truly yours,
HEALTH-CHEM CORPORATION
By: ______________________________
Name:
Title:
Address for notices:
1212 Avenue of the Americans
New York, NY 10038
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Accepted as of the date
above first written:
By: ____________________________
Name:
Title:
Address for notices:
2 Broadway
New York, NY 10004
- 48 -
<PAGE>
<PAGE>
Exhibit 1 Prospectus
Exhibit 2 Letter of Instruction
Exhibit 3 Notice of Guaranteed Delivery
Exhibit 4 Form of Warrant
- 49 -
<PAGE>
<PAGE>
SCHEDULE A
States in which Offering
Will not be Made
Unless and until the Rights Agent is notified otherwise by
the Company or its counsel, the Offering shall proceed in
all fifty states of the United States.
- 50 -
<PAGE>
<PAGE>
SCHEDULE B
Schedule of Fees
as
Subscription Agent in connection with
the Subscription Agent Agreement
1. Issuance Fee..........................$2.50 per Warrant
2. Exercise of Warrants................ $10.00 per Warrant
($1500 minimum aggregate exercise fee)
3. Reasonably necessary out-of-pocket expenses, including
overtime and microfilming of Warrants and attached
documentation, as incurred
- 51 -
<PAGE>
<PAGE>
SCHEDULE C
Persons Authorized to Act on Behalf of Company
Name Position Specimen Signatures
- 52 -
<PAGE>
EXHIBIT 4.3
[TEXT OF WARRANT FACE]
THIS WARRANT WILL BE VALUELESS
IF NOT USED ON OR BEFORE 5:00 P.M., EASTERN DAYLIGHT
TIME ON ___________________, 1996.
WARRANT NO. _____ ______ RIGHTS TO PURCHASE
COMMON STOCK OF
HEALTH-CHEM CORPORATION
STOCK PURCHASE WARRANT
HEALTH-CHEM CORPORATION
THE TERMS AND CONDITIONS OF THIS RIGHTS OFFERING ARE SET
FORTH IN THE PROSPECTUS RELATING TO 1,320,000 SHARES OF
COMMON STOCK, $.01 PAR VALUE PER SHARE, OF HEALTH-CHEM
CORPORATION (THE "COMPANY") DATED ________________, 1996 (THE
"PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE
COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE
"RIGHTS AGENT"). CAPITALIZED TERMS USED HEREIN WITHOUT
DEFINITION SHALL HAVE THE MEANINGS SET FORTH IN THE
PROSPECTUS.
SUBSCRIPTION PRICE: $ PER SHARE CUSIP________________
REGISTERED HOLDER:
The Rights represented by this Warrant, in whole or in part,
may be exercised by duly completing Form 1 or may be
transferred or exercised or sold through a bank or broker by
duly completing Form 2. Before exercising or selling Rights,
Rights holders are urged to read carefully and in their
entirety the Prospectus and Instructions, copies of which are
available from the Company and the Rights Agent. IMPORTANT -
- - Complete appropriate FORM and, if applicable, delivery
instructions, and SIGN on reverse side. Subject to the
provisions of the Prospectus and the Instructions, if the
instructions of the registered holder hereof are insufficient
to delineate the proper action to be taken with respect to
all of the Rights evidenced hereby, such action as is clearly
delineated in such holder's instructions will be taken and
such holder will be delivered a new Warrant evidencing the
remaining Rights to which such holder is entitled.
- 53 -
<PAGE>
The registered holder of Rights whose name is set forth
herein, or assigns, is entitled to subscribe for three shares
of Common Stock of the Company for each ten Rights evidenced
hereby under the terms and subject to the conditions set
forth in the Prospectus relating thereto.
HEALTH-CHEM CORPORATION
By: SEAL By:
Marvin M. Speiser Paul R. Moeller
Chairman and Chief Executive Officer Treasurer and Chief
Financial Officer
THIS SUBSCRIPTION CERTIFICATE IS TRANSFERABLE AND MAY BE
COMBINED OR DIVIDED (BUT ONLY INTO WARRANTS EVIDENCING A
WHOLE NUMBER OF RIGHTS) AT THE OFFICE OF THE RIGHTS AGENT.
Countersigned:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHTS AGENT
By:_______________________________________
Authorized Officer
- 54 -
<PAGE>
<PAGE>
[TEXT OF WARRANT BACK]
RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO
EXERCISE OR TRANSFER LESS THAN ALL OF THE RIGHTS EVIDENCED
HEREBY, A NEW WARRANT MAY NOT BE RECEIVED IN SUFFICIENT TIME
TO EXERCISE THE REMAINING RIGHTS EVIDENCED THEREBY. NEITHER
THE COMPANY NOR THE RIGHTS AGENT SHALL HAVE ANY LIABILITY TO
A TRANSFEREE OR TRANSFEROR OF RIGHTS IF WARRANTS ARE NOT
RECEIVED IN TIME FOR EXERCISE OR SALE PRIOR TO THE EXPIRATION
TIME.
ANY EXERCISE, TRANSFER OR SALE OF RIGHTS EVIDENCED HEREBY IS
IRREVOCABLE.
FORM 1 - EXERCISE AND SUBSCRIPTION: The undersigned
hereby exercises ten or more Rights to subscribe for shares
of Common Stock as indicated below, on the terms and subject
to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.
(a) Number of shares subscribed for pursuant to the
Subscription Privilege (not to exceed three-tenths (3/10) the
number of Rights stamped on the face of this Warrant)
(a)_____________
(b) Total Subscription Price (number of shares on line
(a) multiplied by the Subscription Price of $______________
(b)_____________
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE
BOX):
/_/ Uncertified, certified or cashier's check or
money order in the amount of $____________
payable to Continental Stock Transfer & Trust Company, New
York, New York.
/_/ Wire transfer in the amount of $____________
directed to Continental Stock Transfer & Trust Company, New
York, New York, pursuant to the wiring instructions described
in the Instructions. Contact the reorganization department
at (212) 509-4000, ext. 227 for wiring instructions.
(c) If the number of Rights being exercised pursuant to
the Subscription Privilege is less than all of the Rights
represented by this Warrant (check only one):
/_/ Deliver to the undersigned a new Warrant
evidencing the remaining Rights to which the undersigned is
entitled.
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<PAGE>
/_/ Deliver a new Warrant evidencing the remaining
Rights in accordance with the undersigned's instructions on
Form 2 below (which include any required signature
guarantee).
(d) Check here /_/ if Rights are being exercised
pursuant to a notice of guaranteed delivery delivered to the
Rights Agent prior to the date hereof and complete the
following:
Name(s) of Registered Holder(s)_______________________
Window Ticket Number (if any)_________________________
Date of Execution of Notice of Guaranteed
Delivery_____________________________________________
Name of Eligible Institution which Guaranteed
Delivery_____________________________________________
FORM 2 - TRANSFER OF RIGHTS - CHECK ONE: (A) /_/ TO TRANSFER
SOME OR ALL OF THE RIGHTS REPRESENTED BY THIS WARRANT, OR (B)
/_/ TO EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER:
For value received, Rights represented by this Warrant (and
not exercised by the holder on Form 1 above) are hereby
assigned to (please print name(s) and addresses(es) and
Taxpayer Identification or Social Security Number(s) of
transferees in full):
Name____________________________________________________
Address:________________________________________________
________________________________________________________
________________________________________________________
Taxpayer Identification or Social Security
Number_________________________________________________
FORM 3 - SPECIAL INSTRUCTIONS /_/ CHECK HERE FOR SPECIAL
ISSUANCE, PAYMENT, OR DELIVERY INSTRUCTIONS. Unless
otherwise indicated below, the Rights Agent is hereby
authorized to issue and deliver any Warrant and Certificates
for Common Stock to the undersigned at the address appearing
on the face of this Warrant. If this form is completed, the
holder's signature must be guaranteed by a medallion
guarantor.
Name:__________________________________________________
Address:_______________________________________________
_______________________________________________________
_______________________________________________________
Taxpayer Identification or Social Security
Number________________________________________________
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<PAGE>
IMPORTANT
RIGHTS HOLDER SIGN HERE
_______________________________________________________
Signature(s) of Holder(s) exactly as appears on the face of
this Certificate)
Dated:___________________ 1996
SIGNATURE GUARANTEE (to be executed if Form 3 is
completed)
The undersigned, an eligible guarantor institution pursuant
to Rule 17Ad-15 promulgated under the Securities Exchange
Act of 1934, as amended, and a participant in a Securities
Transfer Association recognized signature program, does
hereby guarantee that the signature of the holder
hereinabove is genuine.
Dated:__________, 1996 ______________________________
Firm Name
______________________________
Authorized Signature
______________________________
Name and Title
______________________________
Address
______________________________
______________________________
______________________________
Area Code and Telephone Number
- 57 -
<PAGE>
April __, 1996 EXHIBIT 5
Health-Chem Corporation
1212 Avenue of the Americas
New York, NY 10036
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as special counsel to Health-Chem
Corporation (the "Company") in connection with the
registration under the Securities Act of 1933, as amended
(the "Act"), of up to 1,320,000 shares of the Company's
common stock, $.01 par value per share (the "Shares"),
pursuant to Registration Statement No. 33-____ on Form S-3
(the "Registration Statement").
In rendering the opinion set forth below, we have
examined certain corporate records of the Company, including
its Restated Certificate of Incorporation, as amended, its
By-laws, minutes of meetings of its Board of Directors and
shareholders and such other documents, instruments and
certificates of government officials and officers of the
Company as we have deemed necessary.
In making our examination as set forth above, we have
assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as
certified or photostatic copies, the authenticity of the
originals of such latter documents, the legal capacity of all
natural persons executing the documents and the accuracy and
completeness of all corporate records made available to us by
the Company.
We have made such examination of the General Corporation
Law of the State of Delaware as we have deemed relevant for
purposes of this opinion, but we have not made any review of
the laws of any other state or jurisdiction. Accordingly,
this opinion is limited to the General Corporation Law of the
State of Delaware.
<PAGE>
Based upon and subject to the foregoing, we are of the
opinion that:
1. The Company is validly existing as a corporation
under said General Corporation Law; and
2. The Shares to be sold pursuant to the Rights
Offering, as that term is used in the Prospectus, are duly
authorized, validly issued, fully paid and non-assessable.
We consent to the filing of the opinion as an exhibit to
the Registration Statement and the reference to our firm in
the Registration Statement in the Section entitled "Legal
Matters".
Very truly yours,
HINCKLEY, ALLEN & SNYDER
HAGEN:HC047724/085205 .Af3
