As filed with the Securities and Exchange Commission
on January 10, 1994
Registration Statement No. 33-71698
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 3 TO
FORM S-3
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REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NATIONAL PATENT DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1926739
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
9 West 57th Street
Suite 4170
New York, New York 10019
(212) 826-8500
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Lawrence M. Gordon, Esquire
9 West 57th Street
Suite 4170
New York, New York 10019
(212) 230-9513
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.X
Subject to completion, dated January 10, 1994
PROSPECTUS
NATIONAL PATENT DEVELOPMENT CORPORATION
1,724,176 SHARES OF COMMON STOCK
PAR VALUE $.01 PER SHARE
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.
INVESTORS SHOULD CONSIDER THE INFORMATION UNDER "RISK
FACTORS" IN CONNECTION WITH THEIR INVESTMENT DECISION.
This Prospectus relates to an aggregate of 1,724,176
shares of common stock, par value $.01 per share (the "Common
Stock"), of National Patent Development Corporation, a Delaware
corporation (the "Company"). Of the 1,724,176 shares offered
hereby, 700,000 are being offered by the Company and 1,024,176 by
certain shareholders of the Company (the "Selling Shareholders")
from time to time. On January 6, 1994 the closing price of the
Common Stock on the American Stock Exchange, Inc. ("AMEX")was
$4.125. See "Selling Securities Holders."
To the extent required, the number of shares being sold
by the Company, the purchase price, the public offering price,
the proceeds to the Company and the other terms of the offering
of the Common Stock by the Company will be set forth in a
Prospectus Supplement to be delivered at the time of any such
offering.
The Common Stock to be sold by the Company may be sold
directly by the Company or through agents, underwriters or
dealers designated from time to time. If any agents of the
Company or any underwriters are involved in the sale of the
Common Stock by the Company in respect of which this Prospectus
is being delivered, the names of such agents or underwriters and
any applicable discounts or commissions with respect to such
Common Stock will also be set forth in a Prospectus Supplement,
to the extent required. See "Plan of Distribution".
It is presently anticipated that all of the above
referred to shares of Common Stock will be offered from time to
time by the Selling Shareholders in one or more transactions on
the American Stock Exchange, Inc. or the Pacific Stock Exchange,
Inc., in privately negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the
time of the sale, at prices related to such prevailing market
prices, or at negotiated prices. It is anticipated that broker-
dealers participating in sales of the Common Stock will receive
ordinary and customary brokerage commissions. See "Plan of
Distribution".
The Company will receive none of the proceeds from the
sale of the shares of Common Stock by the Selling Securities
Holders but will receive proceeds from the sale of shares offered
by the Company, see "Use of Proceeds".
All expenses incurred by the Company in connection with
the preparation of this Prospectus, estimated to be $14,300, are
being borne by the Company.
Proceeds
Underwriting to Selling
Price to Discounts and Proceeds Securities
Public Commissions to Company Holders
Per Share $4.125 - $2,887,500 $4,224,726
Total
The date of this Prospectus is January , 1994.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN OR PACIFIC STOCK
EXCHANGES OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
This Prospectus omits certain of the information
contained in the Registration Statement relating to the Common
Stock which is on file with the Commission. The Company is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other
information with the Commission. Such Registration Statement,
reports, proxy statements, and other information can be inspected
and copied at the public reference facilities of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., and
at its regional offices located at 75 Park Place, New York, New
York; and 5757 Wilshire Boulevard, Los Angeles, California.
Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. Such material
can also be inspected at the American Stock Exchange, Inc., 86
Trinity Place, New York, New York, and at the Pacific Stock
Exchange, Inc., 301 Pine Street, San Francisco, California, on
which Exchanges the Company's Common Stock is listed.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission are
incorporated by reference into this Prospectus:
1. Annual Report on Form l0-K for the year ended December
31, 1992.
2. Annual Report on Form 10-K/A for the year ended December
31, 1992.
3. Amendment No. 2 to the Annual Report on Form 10-K/A for
the year ended December 31, 1992.
4. Amendment No. 3 to the Annual Report on form 10-K/A for
the year ended December 31, 1992.
5. The Company's Proxy Statement for the Annual Meeting of
Stockholders on June 16, 1993.
6. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993.
7. The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993.
8. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.
9. The Company's Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 1993.
10 Amendment No. 2 to the Company's Quarterly Report on Form
10-Q/A for the quarter ended September 30, 1993.
11. The Company's Form 8-K filed on July 12, 1993.
All documents subsequently filed with the Commission by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the
termination of the offering, shall be deemed to be incorporated
by reference into this Prospectus from the date of filing of such
documents.
Any person receiving a copy of this Prospectus may obtain
without charge, upon written or oral request, a copy of any of
the documents incorporated by reference herein, except for
exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the documents which this
Prospectus incorporates). Requests should be directed to:
Corporate Secretary, National Patent Development Corporation, 9
West 57th Street, New York, New York 10019, (212) 826-8500.
RISK FACTORS
Investors should consider, among other items, the
following factors in connection with a decision to purchase the
Common Stock offered hereby.
1. Liquidity-Financial Condition. The Company believes
that it has sufficient cash, cash equivalents and marketable
securities and borrowing availability under existing and
potential lines of credit to satisfy its cash requirements until
the first scheduled maturity of its Swiss Franc denominated
indebtedness on March 1, 1995. However, in order for the
Company to meet its long-term cash needs, which include the
repayment of $19,734,000 of Swiss Franc denominated indebtedness
scheduled to mature in 1995 and $8,322,000 of Swiss Franc
denominated indebtedness which is scheduled to mature in 1996,
the Company must obtain additional funds. The Company has
reduced and is continuing to reduce its long-term debt through
the issuance of equity securities in exchange for long-term debt
(including the shares registered in this offering), and is also
exploring new credit arrangements on an ongoing basis. However,
there is no assurance that the Company will be able to obtain any
new credit arrangements.
At September 30, 1993, the Company (National Patent
Development Corporation and its majority owned subsidiaries), had
cash, cash equivalents and marketable securities totaling
$10,608,000. Of these amounts, approximately $8,680,000 is held
by the parent company and is available for the general corporate
purposes of the parent.
2. Recent Historical Operating Losses, Retained
Earnings Deficit. Since 1987, the Company has experienced losses
before income taxes, discontinued operations and extraordinary
items. These losses were the result of operating losses at
certain of its subsidiaries, which were not wholly offset by
operating profits from certain of its other subsidiaries. The
Company's current strategy is to consolidate certain related
operating businesses and to improve their operating results,
while continuing to make investments in new ventures or make
selected divestitures based on market conditions. However, at
this time the Company has not taken any significant steps to
consolidate its operating businesses.
For the year ended December 31, 1992, the Company's
loss from operations before income taxes and extraordinary items
was $13,178,000, as compared to income of $1,157,000 for the year
ended December 31, 1991. The Company incurred a loss before
income taxes and extraordinary items of $1,160,000 and $6,007,000
for the quarter and nine months ended September 30, 1993, as
compared with a loss of $7,168,000 and $12,325,000 for the
corresponding periods of 1992. As of September 30, 1993, the
Company had stockholders' equity of $65,824,000 and a retained
earnings deficit of $37,368,000. Losses in future years may
adversely affect the Company's ability to service its debt.
3. Holding Company, Dependence on Subsidiaries. The
Company is primarily a holding company, which is a legal entity
separate and distinct from its various operating subsidiaries.
As a holding company, the Company is dependent upon management
fees, dividends and other payments or advances from operating
subsidiaries as its principal source of cash to service
outstanding debt. The ability of the Company to obtain cash from
an operating subsidiary depends upon, among other factors, the
operating results of the subsidiary, restrictions on payments to
the Company imposed by creditors of the subsidiary, restrictions
on payments to the Company imposed by other agreements governing
the subsidiary and the degree of dilution of dividend payments
resulting from public ownership of equity securities of the
subsidiary.
As of September 30, 1993 there is currently at the
holding company level approximately $8,680,000 of cash, cash
equivalents and marketable securities. GTS Duratek, Inc,
("Duratek"), under its Revolving Line of Credit, is prohibited
from making any payments to the Company. GPS Technologies, Inc.
("GPS"), under the terms of its Amended and Restated Revolving
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Credit and Term Loan and Security Agreement, may only pay the
Company an amount equal to 80% of the amount GPS would have paid
in federal income taxes if it filed its federal income tax return
on a stand-alone basis. However, GPS may be prohibited from
distributing approximately $1.2 million of management fees and
tax sharing payments to the Company in 1994 if GPS were to be in
violation of certain covenants in its bank agreements.
The rights of the Company and its creditors to
participate in the assets of any of the Company's subsidiaries
upon bankruptcy or liquidation of a subsidiary are subject to the
prior claims of the subsidiary's creditors except to the extent
the Company may itself be a creditor with recognized claims
against the subsidiary, however, the Company's claims may be
subordinate to the claims of any secured creditors of the
subsidiary. See "The Company".
4. Currency Fluctuations. On September 30, 1993 the
value of the Swiss Franc to the US dollar was approximately 1.425
to 1. At September 30, 1993, the Company had an aggregate of
SFr. 36,095,000 ($25,330,000) of Swiss Franc denominated
indebtness outstanding, of which SFr. 33,988,000 ($23,851,000)
represents principal amount outstanding and SFr. 2,107,000
($1,479,000) represents interest accrued thereon. See "Recent
Developments" for a more complete discussion of the Company's
recent Exchange Offer. Foreign currency valuation fluctuations
may adversely affect the results of operations and financial
condition of the Company. In order to protect itself against
foreign currency valuation fluctuations, the Company has at times
swapped or hedged a portion of its obligations denominated in
Swiss Francs, however, at September 30, 1993, the Company had not
swapped or hedged any of its Swiss Franc obligations. If the
value of the Swiss Franc to the U.S. dollar increases, the
Company will recognize transaction losses on its Swiss Franc
obligations. There can be no assurance that the Company will be
able in the future to swap or hedge obligations denominated in
foreign currencies at prices acceptable to the Company, or at
all. The Company will review its policy as to hedging on a
continuing basis. On December 22, 1993 the value of the Swiss
Franc to the U.S. dollar was approximately 1.4367 to 1.
THE COMPANY
The Company is primarily a holding company, which is
a legal entity separate and distinct from its various operating
subsidiaries. The Company's operations consist of five operating
business segments: Physical Science, Distribution, Health Care,
Optical Plastics and Electronics.
The Company's Physical Science Group consists of (i)
GPS Technologies, Inc. ("GPS"), an approximately 92% owned
subsidiary, and (ii) GTS Duratek, Inc. ("Duratek"), an
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approximately 70% owned subsidiary.
GPS, formerly named General Physics Services Corp.,
and its two operating subsidiaries provide a wide range of
training, engineering and technical services, computer simulation
services and analytical laboratory services to various commercial
industries and the United States government.
Duratek's operations consist of two operating
groups: (1) "Environmental Services" engaged in cleanup of water
and other liquids containing radioactive and/or hazardous (mixed
waste) contaminants and in-furnace vitrification for long-term
stabilization of such waste; and (2) "Consulting and Staff
Augmentation" services. Duratek provides services for various
utility, industry, government and commercial clients.
In addition, the Company currently owns an
approximately 28% investment in General Physics Corporation,
which provides a wide range of personnel training and technical
support services to the domestic commercial nuclear power
industry and to the United States Department of Energy, as well
as environmental engineering, training and support services to
governmental and commercial clients.
The Company's Distribution Group, incorporated under
the name Five Star Group, Inc. ("Five Star"), is engaged in the
wholesale distribution of paint sundry items, such as interior
and exterior stains, brushes, rollers, caulking compounds and
hardware supplies.
The Company's Health Care Group consists of its
approximately 38% investment in its former subsidiary, Interferon
Sciences, Inc. ("ISI"). ISI is a biopharmaceutical company
engaged in the manufacture and sale of ALFERON N Injection and
the research and development of other alpha interferon-based
products for the treatment of viral diseases, cancers and
diseases of the immune system.
The Company's Optical Plastics Group, through its
wholly-owned subsidiary MXL Industries, Inc. manufactures molded
and coated optical products.
The Company's Electronics Group, through its
subsidiary Eastern Electronics Mfg. Corporation is engaged in
contract manufacturing, such as printed circuit board assembly
for the electronics industry.
The Company, a Delaware corporation, was
incorporated in 1959, and its headquarters are located at 9 West
57th Street, New York, New York 10019. Its telephone number is
(212) 826-8500.
5
RECENT DEVELOPMENTS
EXCHANGE OFFER
On August 19, 1993 the Company completed an Exchange
Offer (the "Exchange Offer") for its Swiss Franc denominated 8%
Bonds Due March 1, 1995, 6% Convertible Bonds due March 7, 1995,
5 3/4% Convertible Bonds due May 9, 1995, 5 5/8% Convertible
Bonds due March 18, 1996 (collectively, the "Old Swiss Franc
Bonds") and 7% Dual Currency Convertible Bonds due March 18, 1996
(the "Old U.S. Dollar Bonds" and collectively with the Old Swiss
Franc Bonds, the "Old Bonds").
On the Expiration Date, the Company accepted the
following amount of Old Bonds for exchange: SFr. 3,640,000 of the
6% Bonds due March 7, 1995, SFr. 1,125,000 of the 5 3/4% Bonds
due May 9, 1995, SFr. 2,765,000 of the 5 5/8% Bonds due March 18,
1996, SFr. 16,761,000 of the 8% Bonds due March 1, 1995 and
$882,000 of the 7% Bonds due March 18, 1996.
Under the terms of the Exchange Offer, the Company
issued the following amounts of consideration to the exchanging
bondholders (a) 1,385,586 shares of Common Stock valued at
$5,582,000, (b) 667,134 shares of ISI Common Stock valued at
$2,536,000, (c) 667,134 shares of Duratek Common Stock valued at
$2,536,000, (d) $3,340,080 principal amount of 5% U.S. Dollar
denominated Convertible Bonds of the Company due August 31, 1999
which will be convertible into 767,833 shares of the Common
Stock, and (e) $1,099,368 in cash. The Company recorded an
original issue discount on the New Bonds of 10% based upon
exchange values estimated by the Swiss exchange agent.
As a result of the Exchange Offer,the Company
realized a gain of $3,795,000 from the issuance of the ISI and
Duratek Common Stock and an extraordinary gain from the early
extinguishment of debt of $1,227,000. The Company's interest
expense on its long-term debt will be reduced by approximately
$2,000,000 per year. In addition, as a result of the inclusion
of a portion of the Company's shares of common stock of ISI as
part of the consideration in the Exchange Offer, the Company
currently owns less than 50% of ISI, and therefore now accounts
for the results of ISI on the equity basis.
6
MARKET PRICES OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock, $.01 par value, is traded
on the American Stock Exchange, Inc. and the Pacific Stock
Exchange, Inc. The following tables present its high and low
market prices during the periods indicated as reported by the
American Stock Exchange, Inc.
Quarter High Low
1993 First 3 5/8 2 1/2
Second 4 1/8 2 1/2
Third 3 3/4 2 7/8
Fourth 5 3/4 3 7/16
1992 First 5 5/8 4 1/8
Second 4 5/8 3 3/8
Third 3 3/4 2 13/16
Fourth 3 1/4 2 1/16
1991 First 4 1/2 2 1/8
Second 5 1/2 3 7/8
Third 5 3/8 3 1/4
Fourth 6 1/4 4 3/8
On January 6, 1994, the closing price of the Common
Stock on the American Stock Exchange was $4.125.
In March 1989, the Company decided to discontinue
payment of its quarterly dividend because the Board of Directors
believed that the resources available for the quarterly dividend
would be better invested in operations and the reduction of long-
term debt.
USE OF PROCEEDS
The Company will receive none of the proceeds from
the sale of the Common Stock offered by the Selling Securities
Holders. The Company will use the proceeds from the sale of the
shares of Common Stock offered by the Company to retire a portion
of its long-term indebtedness, including a portion of its 8%
Bonds due March 1, 1995, 6% Convertible Bonds due March 7, 1995,
5 3/4% Convertible Bonds due May 9, 1995, 5 5/8 Convertible Bonds
due March 18, 1996 and 7% Dual Currency Bonds due March 18, 1996.
At the present time, the Company anticipates that it will
primarily use the proceeds from the sale of shares offered by the
Company to initially retire a portion of its Swiss Franc
denominated indebtedness scheduled to mature in 1995.
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling
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Securities Holders may be effected from time to time in one or
more transactions on AMEX or the Pacific Stock Exchange, Inc., in
privately-negotiated transactions or otherwise, at fixed prices
that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, or at
negotiated prices.
The Selling Shareholders and any underwriters,
broker-dealers or agents that act in connection with the sale of
the shares of Common Stock hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), and any commissions
received by them and profit on any resale of the shares as
principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
It is anticipated that broker-dealers participating
in sales of the Common Stock will receive ordinary and customary
brokerage commissions.
The Company may offer the Common Stock in any of three
ways: (i) through underwriters or dealers; (ii) directly to a
limited number of purchasers or to a single purchaser; or (iii)
through agents. To the extent required, any Prospectus
Supplement with respect to shares of the Common Stock will set
forth the terms of the offering and the proceeds to the Company
from the sale thereof, any underwriting discounts and other items
constituting underwriters' compensation, any public offering
price, and any discounts or concessions allowed or reallowed or
paid to dealers. Any public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are utilized, the Common Stock being sold
to them will be acquired by the underwriters for their own
account and may be resold from time to time in one or
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. The Common Stock may be offered to the public either
through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as
underwriters. To the extent required, the underwriter or
underwriters with respect to the Common Stock being offered by
the Company will be named in the Prospectus Supplement relating
to such offering and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the
cover page of such Prospectus Supplement. Any underwriting
agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent, and that the
underwriters will be obligated to purchase all of the Common
Stock to which such underwriting agreement relates if any is
8
purchased. The Company will agree to indemnify any underwriters
against certain civil liabilities, including liabilities under
the Securities Act.
The Common Stock may be sold directly by the Company or
through agents designated by the Company from time to time. To
the extent required any agent involved in the offer or sale of
the Common Stock in respect of which this Prospectus is delivered
will be set forth in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
The Company will pay all of the expenses of this
offering.
The shares of Common Stock are listed on AMEX and
the Pacific Stock Exchange, Inc. The Common Stock offered hereby
by the Company and the Selling Securities Holder when issued,
will be listed, subject to notice of issuance, on said Exchanges.
9
SELLING SECURITIES HOLDERS
The Registration Statement, of which this Prospectus
is a part, relates to an aggregate of 1,724,176 shares of Common
Stock to be sold by the Company and certain other Selling
Securities Holders set forth below from time to time.
The following table sets forth the name of the
Selling Securities Holders, their relationship with the Company
and certain information supplied by them regarding their
beneficial ownership of the Common Stock as of January 3, 1994.
The securities to be offered and the securities to be
beneficially owned by such Selling Securities Holders after
completion of the offering are also set forth below. None of the
Selling Securities Holders set forth in the table below will
beneficially own more than one percent of the outstanding Common
Stock after the sale of the Common Stock offered hereby. Other
than as described below, none of the Selling Securities Holders
has had any position, office or other material relationship
within the past three years with the Company or any of its
affiliates.
SHARES OF
PERCENTAGE COMMON COMMON
OF COMMON STOCK STOCK
STOCK OWNED OWNED
SELLING OWNED PRIOR PRIOR AFTER
SECURITIES TO THE THE THE
HOLDER OFFERING OFFERING OFFERING
Ryder International * 68,581 -10-
Corporation(1)
Arnhold and S. 2% 375,000 -0-
Bleichroeder, Inc.(2)
Hermes Imperial 3.1% 580,605 -0-
Investments, L.P.(3)
(1) Ryder International Corporation ("Ryder") will receive
68,571 Shares of Common Stock pursuant to the terms of a
Settlement Agreement dated April 23, 1987 between Ryder and
the Company.
(2) On October 29, 1993, Arnhold and S. Bleichroeder, Inc.
("Bleichroeder") entered into an agreement pursuant to
which it will receive 375,000 shares of Common Stock as
payment for certain Swiss Bonds of the Company owned by
Bleichroeder.
(3) On November 1, 1993, Hermes Imperial Investments, LP
("Hermes") entered into an agreement pursuant to which it
10
will receive 580,605 shares of Common Stock as payment for
certain Swiss bonds of the Company owned by Hermes. Hermes
Imperial Investments, LP is a Delaware limited partnership,
the General Partner of which is Hermes Capital Group, Ltd.
and the limited partner of which is Bank Imperial Moscow.
* Less than one percent.
DESCRIPTION OF CAPITAL STOCK
Common and Class B Stock
As of December 22, 1993, the Company had outstanding
two classes of common stock: 18,615,833 shares of Common Stock,
par value $.01 per share, entitled to one vote per share on all
matters, and 250,000 shares of Class B Capital Stock, par value
$.01 per share ("Class B Stock"), entitled to ten votes per share
on all matters, without distinction between classes except when
approval of a majority of each class is required by statute. The
Class B Stock is convertible at any time into shares of Common
Stock on a share for share basis.
Since the Common Stock and Class B Stock do not have
cumulative voting rights, the holders of shares having more than
50% of the voting power, if they choose to do so, may elect all
the directors of the Company and the holders of the remaining
shares would not be able to elect any directors.
The holders of Common Stock and Class B Stock are
entitled to share equally in any dividends (other than stock
dividends) that may be declared, and if any stock dividends are
declared, they are to be declared and paid at the same rate on
each class of stock in the shares of such class. In the event of
liquidation, dissolution or winding up of the Company, the
holders of the Common Stock and the Class B Stock are entitled to
share equally in the corporate assets available for distribution
to stockholders. None of the shares of either class has any
preemptive or redemption rights or sinking fund provisions
applicable to it, and all the presently outstanding shares are
fully paid and non-assessable.
Certain of the Company's borrowing agreements and
indentures contain restrictions on dividends and on the
repurchase by the Company of its Common Stock or Class B Stock.
On March 22, 1989 the Board of Directors of the Company
determined that the Company would omit its regular dividend
commencing with the first quarter ended March 31, 1989.
Preferred Stock
The Company is authorized to issue l0,000,000 shares,
par value $.0l per share, of preferred stock. There are
11
presently no shares of Preferred Stock issued. To the extent
that any shares of Preferred Stock may be issued, such Preferred
Stock may (i) have priority over Common Stock with respect to
dividends and the assets of the Company upon liquidation; (ii)
have significant voting power; (iii) provide for representation
of the holders of the Preferred Stock on the Company's Board of
Directors upon the occurrence of certain events; and (iv) require
the approval of the holders of the Preferred Stock for the taking
of certain corporate actions, such as mergers.
Transfer Agent and Registrar
Harris Trust Company of New York is the transfer agent
and registrar for the Common Stock.
LEGAL OPINION
Andrea D. Kantor, Esq., Associate General Counsel of
the Company, has passed upon the legality of the Common Stock of
the Company being offered hereby. Ms. Kantor has options to
purchase 17,500 shares of Common Stock under the Company's Non-
Qualified Stock Option Plan, 16,500 of which are currently
exercisable.
EXPERTS
The audited consolidated financial statements and
schedules of the Company as of December 31, 1992 and 1991, and
for each of the years in the three-year period ended December 31,
1992, incorporated by reference herein and elsewhere in the
Registration Statement, have been incorporated by reference
herein and in the Registration Statement in reliance upon the
reports of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in auditing and accounting.
MISCELLANEOUS
No person has been authorized to give any information
or to make any representations, other than as set forth in this
Prospectus, in connection with the offer contained in this
Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not
constitute an offer to sell or solicitation of an offer to buy
any of these securities to any person in any jurisdiction in
which such offer or solicitation may not lawfully be made and
12
does not constitute an offer of any securities other than those
to which it relates.
REGISTRATION STATEMENT
The Company has filed with the Commission a
Registration Statement on Form S-3 under the Securities Act of
which this Prospectus is a part. This Prospectus does not contain
all of the information set forth in the Registration Statement
and its exhibits, certain parts of which are omitted in
accordance with the Rules and Regulations of the Commission, and
to all of which reference is made. For further information
pertaining to the securities hereby offered and to the Company,
reference is made to the Registration Statement, including
exhibits incorporated therein by reference or filed as part
thereof, copies of which may be obtained from the Commission's
principal office in Washington, D.C. at prescribed rates, or,
under certain circumstances, from the Company.
13
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses payable by the Registrant in connection
with the issuance and distribution of the securities being
registered (other than underwriting discounts and commissions, of
which there are none) are as follows:
SEC Registration Fee $ 2,800
Accounting Fees and Expenses $ 10,000
Miscellaneous Expenses $ 1,500
TOTAL: $ 14,300
Item 15. Indemnification of Directors and Officers.
Section l45 of the Delaware General Corporation Law, as
amended, grants each corporation organized thereunder certain
powers to indemnify its officers and directors against liability
for certain of their acts. Article ELEVEN of the Company's
Restated Certificate of Incorporation and Article III, Section l5
of the by-laws of the Company, provide that the Company shall, to
the full extent permitted by law or to the extent that a court of
competent jurisdiction shall deem proper or permissible under the
circumstances, whichever is greater, indemnify all directors,
officers, incorporators, employees, or agents of the Company.
In addition, Section l02 of the Delaware General
Corporation Law permits corporations, through provisions in their
certificates of incorporation, to limit the monetary liability of
directors. Article TWELVE of the Company's Restated Certificate
of Incorporation provides that no director of the Company shall
be liable to the Company or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section l74 of the Delaware
General Corporation Law (relating to the liability of directors
for unlawful payment of dividends or unlawful stock purchase or
redemption), or (iv) for any transaction from which the director
derived an improper benefit.
The Company has purchased Director's and Officers'
Liability Insurance, including a Company Reimbursement Policy.
Subject to the policy conditions, the insurance provides coverage
for amounts payable by the Company to its directors and officers
pursuant to the Company's by-laws.
14
Item l6. Exhibits
4.1 Specimen Common Stock Certificate (filed as Exhibit 4.5
to the Company's Registration Statement (Registration
No. 33-15700), and incorporated by reference herein.
4.2 Amendment to Restated Certificate of Incorporation
(filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1987 and
incorporated by reference herein.
4.3 Amended By-Laws of the Company (filed as Exhibit 3.3 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1986) and incorporated by reference
herein.
5.1 Opinion of Andrea D. Kantor, Esq.**
24.1 Consent of KPMG Peat Marwick.*
*Filed herewith.
**Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934, that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (i) to
include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change in such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
15
section 13 or section 15(d) of the Securities Exchange Act of
1934.
The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the registrant pursuant to the
foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
16
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 3 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and the State
of New York, on this 7th day of January 1994.
NATIONAL PATENT DEVELOPMENT
CORPORATION
(Registrant)
BY: /s/ Jerome I. Feldman
Jerome I. Feldman
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of l933,
this Amendment No. 3 to the Registration Statement has been
signed by the following persons in their capacities on January 7,
1994.
SIGNATURES TITLE
/s/ Jerome I. Feldman
Jerome I. Feldman President and Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Scott N. Greenberg
Scott N. Greenberg Vice President, Chief Financial
Officer and Director (Principal
Financial and Accounting Officer)
/s/ Martin M. Pollak
Martin M. Pollak Executive Vice President and
Treasurer and Director
/s/ Ogden R. Reid
Ogden R. Reid Director
17
EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
National Patent Development Corporation
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the Prospectus.
KPMG PEAT MARWICK
New York, New York
January 7, 1994
