<PAGE>As filed with the Securities and Exchange Commission on November 1,
1996
Registration No.
_333-_05926
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
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 of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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, 24th Floor 45th Floor
New York, NY 10036 Boston, MA 02111
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
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/
<TABLE>
<CAPTION>
<S> <C>
<C> <C>
<C>
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed Proposed Registratio
class of be Maximum Maximum n Fee
Securities to Registered Offering Aggregate
be Registered Price Per Offering
Share(2) Price(2)
Common Stock, 317,406 $1 3/16 $376,919.00 $114.21(4)
$.01 par
value per
share (1)
Attached 317,406 -- -- --
Common Stock
Purchase
Rights (3)
(1) Shares of Common Stock to be offered for the account of the Selling
Stockholder.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Common Stock Purchase Rights attached to Shares being registered
hereby pursuant to that certain Rights Agreement (the "Rights
Agreement") by and between the Company and Harris Trust Company of New
York, as Rights Agent, dated as of February 28, 1989, as amended as of
November 7, 1990, which Rights were registered with the Securities and
Exchange Commission via Form 8-A on August 1, 1989.
(4) Pursuant to Rule 429 no additional registration fee is being paid
herewith as the Shares being registered hereunder are currently
registered under Registration Statement No. 333-02411 pursuant to Rule
429.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of 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.
STATEMENT PURSUANT TO RULE 429
The Prospectus contained in this Registration Statement is a combined
Prospectus which also covers shares of the Registrant's Common Stock, par
value $.01 per share, heretofore covered by Registration Statement No. 333-
02411.
<PAGE>Subject to completion, dated November 7, 1996
PROSPECTUS
HEALTH-CHEM CORPORATION
317,406 Shares of Common Stock
All of the 317,406 shares (the "Shares") of common stock, par
value $.01 per share ("Common Stock") of Health-Chem Corporation
(the "Company") (and the Common Stock Purchase Rights (the
"Rights") attached to such Shares pursuant to that certain rights
agreement (the "Rights Agreement") by and between the Company and
Harris Trust Company of New York, as Rights Agent, dated as of
February 28, 1989, as amended as of November 7, 1990, which Rights
were registered with the Securities and Exchange Commission via
Form 8-A on August 1, 1989) being registered hereby are being sold
for the account of Marvin M. Speiser, President and Chairman of
the Company's Board of Directors (the "Selling Stockholder"). The
Shares are expected to be sold pursuant to an agreement among the
Company, Mr. Speiser, and one or more institutional investors
(hereinafter the "Funds"), under which the Company's option to
repurchase the Shares from Mr. Speiser are being extinguished.
Substantially all of the proceeds from the sale of the Shares are
being remitted to the Selling Stockholder. The excess of the
proceeds over the aggregate option exercise is being applied to
defray a portion of the costs of the Offering. See "The Offering"
and "Use of Proceeds."
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>
<S> <C> <C> <C>
Purchase Underwriter's Proceeds to
Price Discounts and Selling
Commissions Stockholder(1
)(2)
Per $1.10 --- $1.10
Share
Total $349,147. --- $349,147.00
00
(1) Approximate proceeds assuming sale on or before November 15,
1996.
(2) Before deducting expenses of the Offering. A portion of the
Proceeds, not to exceed $.01 per share, shall be paid to the
Company to defray a portion of the costs of the Offering.
The Date of this Prospectus is November ___, 1996.
<PAGE>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") under the
Securities Act of 1933, as amended (the "Securities Act") with
respect to the Common Stock offered hereby. As permitted by the
rules and regulations of the Commission, this Prospectus omits
certain information 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. In addition, the Commission
maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of such site is
http://www.sec.gov.
The Common Stock is traded on the American Stock Exchange,
Inc., and in the over-the-counter market under the symbol "HCH."
On October 31, 1996, the last reported sale price of the Common
Stock was $1 3/16 per share.
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; and
(3) The Company's quarterly reports for the fiscal quarters
ended March 31, June 30, and September 30, 1996, each on Form 10-
Q.
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 (telephone
(212) 398-0700).
<PAGE>
THE OFFERING AND BACKGROUND
Subscription Rights Offering and Expiration
In the first quarter of 1996, the Board of Directors of the
Company concluded that the best interests of the Company and its
stockholders would be served by increasing the number of shares of
the Company's Common Stock in the hands of non-affiliates, and by
reducing or eliminating the relatively large percentage of the
Company's outstanding Common Stock which were subject to
repurchase by the Company from the Selling Stockholder pursuant to
option agreements entered into in 1991 and 1994 (the "Options").
On August 2, 1996 (the "Record Date"), the Company commenced a
subscription rights offering (the "Rights Offering") to record
holders of Common Stock ("Record Holders"), other than the Selling
Stockholder, pursuant to Registration Statement No. 333-02411. In
the Rights Offering, the Company granted to Record Holders
transferable subscription rights to purchase three shares of
Common Stock for every ten shares of Common Stock held by such
holder on the Record Date, at a purchase price of $1.10 per share.
Pursuant to a Stock Purchase Agreement dated March 29, 1996, as
amended, the Selling Stockholder provided the shares of Common
Stock for purchase by the Company in an amount equal to the number
of shares of Common Stock issued to subscribers in the
Subscription Rights Offering. A total of 1,269,926 of the shares
of Common Stock offered pursuant to the Rights Offering were
subject to the Options. A total of 952,520 shares were subscribed
for (of 1,320,000 shares registered in the Rights Offering),
leaving 367,480 shares (317,406 of which remain subject to the
Options) unsubscribed for at the expiration of the Rights Offering
on September 16, 1996. 317,406 of said shares are being re-
offered hereby as the Shares in the Secondary Offering as
described below.
The Secondary Offering
Contemporaneously with the expiration of the Rights Offering,
the investment banking firm of Ladenburg, Thalmann & Co. Inc.
("LTC") approached the Company and expressed an interest in
acquiring for the accounts of investment funds which are advised
by associated persons of LTC (the "Funds") shares which remained
unsubscribed for at the expiration of the Rights Offering at a
price equal to the Rights Offering subscription price. The
Company, the Funds, and the Selling Stockholder intend to enter
into an agreement (the "Standby Stock Purchase Agreement") prior
to this registration statement becoming effective, pursuant to
which: (a) the Funds would purchase these 317,406 Shares at the
purchase price (the "Purchase Price") of $1.10 per share (or an
aggregate purchase price of $349,147); (b) the Selling Stockholder
would receive an amount per share equal to the weighted average
option exercise price for all 317,406 shares subject to the
Options (the "Average Option Price"), and the Company would
receive the difference between the aggregate Purchase Price and
the aggregate exercise price under the Options, to defray, in
part, the costs of this Offering; and (c) the Company agreed to
register the Shares under the Securities Act of 1933 (the "Act").
The Average Option Price includes an interest component;
<PAGE>
consequently, the Average Option Price increases over time. As of
November 15, 1996, the Average Option Price would be approximately
$1.09 per share. See "Use of Proceeds."
USE OF PROCEEDS
In excess of 99% of the proceeds of the Offering ($345,973 of
$349,147, assuming a closing dated of November 15, 1996), shall be
paid to the Selling Stockholder. The remaining amount ($3,174,
assuming a closing dated of November 15, 1996) shall be paid to
the Company to defray the Company's costs of the Offering. The
Company shall also be reimbursed by the Funds for fifty percent of
the Company's expenses payable in connection with the registration
of the Shares offered hereby.
SELLING STOCKHOLDER
The Selling Stockholder is Marvin M. Speiser. Mr. Speiser is
the Chairman of the Board, President, and a Director of the
Company, and currently, beneficially owns 2,769,567 shares
(approximately 34%) of the outstanding Common Stock (including the
Shares offered hereby). Upon completion of the Secondary
Offering, Mr. Speiser will beneficially own 2,452,161 shares
(approximately 30%) of the outstanding Common Stock.
LEGAL MATTERS
The validity of the issuance 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 and the related
financial statement schedule 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 accountants as stated in
their report appearing therein. The consolidated financial
statements and related financial schedule 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>
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
Documents Incorporated by Reference
The Offering and Background
Use of Proceeds
Selling Stockholder
Legal Matters
Experts
_______________________
Prospectus dated November ___, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit No. Description of Exhibit
4.1 Form of Standby Stock Purchase
Agreement*
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)
* Previously filed on November 1,
1996.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to (a) the incorporation by reference in this
registration statement of Health-Chem Corporation on Form S-3
(Registration Statement No. 333-05926), as amended, of our report
dated March 15, 1996, (except 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
November 7, 1996
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Amendment No. 1 to the
Registration Statement of Health-Chem Corporation on Form S-3
(Registration Statement No. 333-05926) of our report
dated March 15, 1995, on our audit of the consolidated financial
statements and financial statement schedule of Health-Chem
Corporation 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
November 7, 1996
<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 Amendment to its 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 November
6, 1996.
HEALTH-CHEM CORPORATION
By:/s/Marvin M. Speiser
Marvin M. Speiser,
President
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
/s/Marvin M. Speiser President, Chief Executive November 6, 1996
Marvin M. Speiser Officer and Chairman of
the Board (Principal
Executive Officer
/s/Robert D. Speiser Executive Vice President November 6, 1996
Robert D. Speiser and Director
<PAGE>
Name and Signature Title(s) Date
Steven Bernstein* Senior Vice President and November 6, 1996
Steven Bernstein Director
Paul R. Moeller* Vice President - Finance November 6, 1996
Paul R. Moeller and Director (Principal
Financial and Principal
Accounting Officer
/s/Bruce M. Schloss Vice President, Secretary November 6, 1996
Bruce M. Schloss and Director
Martin Benis* Director November 6, 1996
Martin Benis
Matthew Goldstein* Director November 6, 1996
Matthew Goldstein
Samuel R. Goodson* Director November 6, 1996
Samuel R. Goodson
Eugene Roshwalb* Director November 6, 1996
Eugene Roshwalb
Milton Y. Zussman* Director November 6, 1996
Milton Y. Zussman
* By /s/Bruce M. Schloss, attorney-in-fact.
118950v1
</TABLE>
