As filed with the Securities and Exchange Commission on
January 19, 1996
Registration Statement No. 33
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
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
Vice President and General Counsel
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, 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.
/ /
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price per offering Registration
registered registered share (1) price (1) fee
Common Stock,
par value $.01
per share 37,855 $8 3/4 $331,231.25 $114.22
(1) Estimated solely for the purpose of calculating the
registration fee based on the last sale price of the Common
Stock on January 17, 1996 as reported by AMEX, pursuant to Rule
457(c).
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 the Securities Act of 1993 or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
Subject to Completion, dated January 19, 1996
PROSPECTUS
NATIONAL PATENT DEVELOPMENT CORPORATION
37,855 SHARES OF COMMON STOCK
PAR VALUE $.01 PER SHARE
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" ON PAGES 6-7 OF THIS
PROSPECTUS.
The shares of Common Stock par value $.01 per share
(the "Common Stock") of National Patent Development
Corporation, a Delaware corporation the (the "Company") being
offered hereby are being sold by stockholder of the Company
(the "Selling Stockholder.") The Company will not receive any
proceeds from the sale of shares by the Selling Stockholder.
See "Selling Stockholder."
The Common Stock is quoted on the American Stock
Exchange ("AMEX") under the symbol "NPD." On January 17, 1996
the closing price of the Common Stock on AMEX was $8 3/4.
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 Stockholder in one or more transactions
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 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.
The date of this Prospectus is ______________, 1996
AVAILABLE INFORMATION
This Prospectus omits certain of the information
contained in the Registration Statement relating to the
securities offered hereby which is on file with the Securities
and Exchange Commission (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 periodic reports, proxy statements,
and other information with the Commission. Such Registration
Statement, reports, proxy statements, and other information can
be inspected, without charge, and copied at the public
reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.,
20549, and at its regional offices located at 75 Park Place,
New York, NY; 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:
(a) the Company's Annual Report on Form l0-K for the year
ended December 31, 1994;
(b) the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1994; and
(c) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995.
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.
(a) Liquidity; Financial Condition. At September 30,
1995, the Company had cash and cash equivalents totaling
$6,838,000, of which the Company"s publicly held subsidiaries
had cash and cash equivalents totaling approximately $645,000.
The cash and cash equivalents of the Company's publicly held
subsidiaries are not available for use by the Company. In
addition, the Company can borrow approximately $2,000,000 under
existing lines of credit.
The Company has sufficient cash and cash equivalents
and borrowing availability under existing lines of credit to
satisfy its short term requirements for cash. However, in order
for the Company to meet its long-term requirements for cash,
which include the repayment of approximately $6,759,000 of 12%
Subordinated Debentures (the "12% Debentures") scheduled to
mature in July, 1997, the Company must obtain additional funds
from various sources. The Company has historically reduced its
long-term debt through the issuance of equity securities in
exchange for long-term debt. The Company believes that it will
be able to fund the scheduled repayment of the 12% Debentures
by (i) issuing equity securities, (ii) selling a portion of its
marketable long term investments, (iii) obtaining additional
funds from its subsidiaries or (iv) entering into new credit
arrangements.
(b) Historical Losses, Retained Earnings Deficit. The
Company realized income before income taxes, discontinued
operation and extraordinary item of $3,329,000 and $4,190,000
for the quarter and nine months ended September 30, 1995 as
compared with a loss of ($1,991,000) and ($6,149,000) for the
corresponding periods of 1994. The primary reason for this
improvement was due to gains realized during the third quarter
of 1995 as a result of the issuance of common stock by
Interferon Sciences, Inc. ("ISI") and the initial public
offering by GSE Systems, Inc. ("GSE"). At September 30, 1995,
the Company owned approximately 22% of ISI and controlled
approximately 26% of GSE. In addition, in January 1995, the
Company recognized a gain on the sale of 1,666,667 shares of
its GTS Duratek, Inc. ("Duratek") common stock. However, 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
of its investments based on market conditions.
As of September 30, 1995, the Company had stockholders'
equity of $69,092,000 and a deficit of $52,267,000. Losses in
future years may adversely affect the Company"s ability to fund
its operations and to repay the 12% Debentures.
(c) 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, payments or advances from operating
subsidiaries and its ability to divest itself of certain of its
marketable investments as its primary source of cash to service
outstanding debt and to fund its operations. 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. In
addition, the ability of the Company to divest itself of its
marketable long term investments is subject to prevailing
market conditions and the forced sale of a significant number
of shares of common stock of any such marketable investment may
adversely affect the total proceeds received by the Company
from any such sale.
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 three
operating business segments: Physical Science, Distribution
and Optical Plastics. The Company also has an investment in
one company in the health care industry and an investment in
one company in the environmental technology and consulting
area. In addition, the Company owns approximately 54% of the
outstanding shares of common stock of a company that
distributes generic pharmaceutical products in Russia.
The Company's Physical Science Group consists of (i)
SGLG, Inc. (formerly GPS Technologies, Inc.) ("SGLG"), an
approximately 92% owned subsidiary, and (ii) General Physics,
an approximately 56% owned subsidiary.
General Physics provides a wide range of personal
training, engineering, environmental and technical support
services to commercial nuclear and fossil power utilities, the
United States Departments of Defense and Energy, Fortune 500
companies and other commercial and governmental customers.
SGLG is a holding company that has a 19% interest in GSE
Systems, Inc., a software simulator company, and in addition
owns a small finance subsidiary.
The Company's Distribution Group, incorporated under
the name Five Star Group, Inc. ("Five Star"), is engaged in the
wholesale distribution of home decorating, hardware and
finishing products.
The Company's Optical Plastics Group, through its
whollyowned subsidiary MXL Industries, Inc. ("MXL"),
manufactures molded and coated optical products, such as
shields and face masks and non-optical plastic products.
In addition, the Company has a division, Hydro Med
Sciences ("HMS"), involved in the manufacture of medical
devices, drugs and cosmetic polymer products.
The Company's investment in the health care industry
consists of an approximate 22% investment in ISI. ISI is a
biopharmaceutical company currently engaged in the manufacture
and sale of ALFERON N Injection, the only product approved by
the United States Food and Drug Administration (the "FDA") that
is based upon the natural source, multi-species alpha
interferon "(Natural Alpha Interferon"). ALFERON N Injection is
approved for the treatment of certain types of genital warts
and is also being developed by the Company for the potential
treatment of hepatitis C, hepatitis B, HIV, multiple sclerosis,
cancers and other indications. ISI also is developing ALFERON N
Gel and ALFERON LDO, its topical and oral formulations of
Natural Alpha Interferon.
The Company currently owns approximately 31% of the
outstanding shares of common stock of Duratek. Duratek's
operations consist of two operating groups: (1) the Technology
Group is engaged in converting radioactive, hazardous and mixed
(both radioactive and hazardous) waste to glass, using in-
furnace vitrification processes, and removing radioactive
and/or hazardous contaminants from waste water and other
liquids using filtration and ion exchange processes, and (2)
the Services Group is engaged in consulting, engineering,
training and staff augmentation services. Duratek provides
services and technologies for various utility, industrial,
governmental and commercial clients.
The Company owns approximately 54% of the outstanding
common stock of American Drug Company ("ADC"), which was
organized in 1993 as a wholly-owned subsidiary of the Company
to initiate marketing activities for American generic
pharmaceuticals and medical pharmaceuticals in Russia and the
Commonwealth of Independent States (the "CIS"). ADC's
subsidiary, NPD Trading (USA) Inc. provides consulting services
to western businesses in Russia and Eastern Europe. ADC sells
American-made generic pharmaceutical and health care products
under its own label in Russia and the CIS.
USE OF PROCEEDS
The Company will receive none of the proceeds from the
sale of the Common Stock offered by the Selling Securities
Holders and will pay all of the expenses of this offering.
SELLING STOCKHOLDER
The following table sets forth certain information as of
the date of this Prospectus with respect to the Selling
Stockholder. The shares to be sold by the Selling Stockholder
represents shares of Common Stock currently owned by the
Selling Stockholder. Beneficial ownership after this offering
will depend on the number of shares sold by the Selling
Stockholder.
Number of Shares
Beneficially Owned Percentage of Number of
Name and Address Prior to This Class Prior to Shares
of Beneficial Owner Offering This Offering Offered
Ryder, Inc. 37,855(1) (2) 37,855(1)
1) Consists of shares issuable pursuant to a court imposed
settlement agreement between the Company and Ryder, Inc.
whereby the Company is required to pay Ryder, Inc. $300,000 per
year over a ten year period which commenced on January 15, 1988.
2) Less than 1%.
The sale of shares of Common Stock by the Selling
Stockholder may be effected from time to time in transactions
(which may include block transactions by or for the account of
the Selling Stockholder) in the over-the-counter market or in
negotiated transactions, through the writing of options on such
shares, a combination of such methods of sale, or otherwise.
Sales may be made at fixed prices which may be changed, at
market prices prevailing at the time of sale, or at negotiated
prices.
Selling Stockholder may effect such transactions by
selling its shares directly to purchasers, through broker-
dealers acting as agents for the Selling Stockholder, or to
broker-dealers who may purchase shares as principals and
thereafter sell the shares from time to time in the over-the-
counter market, in negotiated transactions, or otherwise. Such
broker-dealers, if any, may receive compensation in the form of
discounts, concessions, or commissions from the Selling
Stockholder and/or the purchasers for whom such broker-dealers
may act as agents or to whom they may sell as principals or
both (which compensation as to a particular broker-dealer may
be in excess of customary commissions).
The Selling Stockholder and broker-dealers, if any, acting
in connection with such sale might be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act and any such commission received by them and
profit on the resale of such shares might be deemed to be
underwriting discounts and commissions under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
Common and Class B Stock
On September 20, 1995, the Company"s stockholders and
Board of Directors approved the proposal to amend the Company's
Restated Certificate of Incorporation to effect a one-for-four
reverse stock split of its Common Stock. The reverse stock
split was effective on October 6, 1995 (the "Effective Date").
As of September 20, 1995, there were 27,115,240 shares of
common stock outstanding and after the Effective Date there
were approximately 6,778,810 shares of Common Stock outstanding.
On the Effective Date, the shares of common stock held by
stockholders of record were converted into the amount of whole
shares of new common stock equal to the number of their shares
divided by four, with any fractional shares rounded up to the
next whole share.
As of January 11, 1996, the Company had outstanding
two classes of common stock: 6,629,159 shares of Common Stock,
par value $.01 per share, entitled to one vote per share on all
matters, and 62,500 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
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 owns 625
shares of Common Stock and has options to purchase 4,375 shares
of Common Stock under the Company's Non-Qualified Stock Option
Plan, all of which are currently exercisable.
EXPERTS
The audited consolidated financial statements and
schedules of the Company at December 31, 1994 and 1993 and for
each of the years in the three-year period ended December 31,
1994, incorporated by reference herein have been incorporated
by reference herein in reliance upon the reports of KPMG Peat
Marwick LLP, 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
does not constitute an offer of any securities other than those
to which it relates.
ADDITIONAL INFORMATION
The Company has filed with the Commission a
Registration Statement on Form S-3 under the Securities Act
with respect to the shares of Common Stock being offered by
this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement and the
exhibits thereto, certain portions of which have been omitted
as permitted by the Rules and Regulations of the Commission.
For further information with respect to the Company and the
offering, 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.
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 $ 114.22
Accounting Fees and Expenses 2,500.00
Miscellaneous Expenses 385.78
TOTAL: $3,000.00
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 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.
Item l6. Exhibits
5.1 Opinion of Andrea D. Kantor, Esq., Associate General
Counsel, Registrant, as to the legality of the securities
being registered*
23.1 Consent of Independent Auditors*
23.2 Consent of Andrea D. Kantor (included in Exhibit 5.1)*
*Filed herewith.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Securities Act") 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 Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
A. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934), that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
B. The undersigned registrant hereby undertakes: (1)
to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act; (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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table 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 B(1)(i) and
(B)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the Securities
Act, 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.
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 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 18th day of January 1996.
NATIONAL PATENT DEVELOPMENT
CORPORATION
(Registrant)
Jerome I. Feldman
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
l933, the Registration Statement has been signed by the
following persons in their capacities on January 19, 1996.
SIGNATURES TITLE
Jerome I. Feldman President and Chief
Executive Officer and Director
(Principal Executive Officer)
Martin M. Pollak Executive Vice President and
Treasurer and Director
Scott N. Greenberg Vice President, Chief
Financial Officer and Director
(Principal Financial
and Accounting Officer)
Ogden R. Reid Director
NATIONAL PATENT DEVELOPMENT CORPORATION
(letterhead)
EXHIBIT 5.1
January 19, 1996
National Patent Development Corp.
9 West 57th Street, Suite 4170
New York, New York 10019
Gentlemen:
Reference is made to the Registration Statement on Form S-3
of National Patent Development Corporation, (the "Company")
relating to the registration of shares of the Company's common
stock, par value $.01 per share (the "Common Stock").
I am Assistant General Counsel of the Company, and have
examined such corporate records and other documents as I have
deemed relevant. Based upon the above, I am of the opinion that
the Common Stock to be sold pursuant to the Registration
Statement is validly authorized and issued, fully paid, and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and the use of my name in the
Prospectus.
Very truly yours,
Andrea D. Kantor
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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 LLP
New York, New York
January 19, 1996
