As filed with the Securities and Exchange Commission on April 10,
1996
Registration Statement No. 333-
307
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 1
To
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, 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. / /
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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 price fee
Common Stock,
par value $.01
per share 37,855 $8 3/4(1) $331,231.25(1) $114.22(2)
Common Stock,
par value $.01
per share 55,000 $8 11/16(3) $477,812.50(3) $164.76(3)
(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).
(2) Previously paid.
(3) Estimated solely for the purpose of calculating the
registration fee.
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 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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Subject to Completion, dated April 10, 1996
PROSPECTUS
NATIONAL PATENT DEVELOPMENT CORPORATION
92,855 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 5-6 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 "Company"), being offered hereby are
being sold by stockholders of the Company (the "Selling
Stockholders.") The Company will not receive any proceeds from
the sale of shares by the Selling Stockholders. See "Selling
Stockholders."
The Common Stock is quoted on the American Stock
Exchange ("AMEX") under the symbol "NPD." On April 8, 1996 the
closing price of the Common Stock on AMEX was $8 11/16.
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 Stockholders 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 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 April xx, 1996
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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 Company's Annual Report on Form 10-K for the year
ended December 31, 1995 filed by the Company with the Commission
on April 1, 1995 (File No. 1-7234), is incorporated in this
Prospectus by reference.
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.
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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 December 31,
1995, the Company had cash and cash equivalents totaling
$8,094,000, of which the Company"s publicly held subsidiaries,
General Physics Corporation ("GP"), SGLG, Inc. ("SGLG") and
American Drug Company ("ADC") had cash and cash equivalents of
$186,000. The minority interests of these companies are owned by
the general public, and therefore, the assets of these
subsidiaries have been dedicated to the operations of these
companies and may not be readily available for the general
corporate purposes of the Company.
The Company has sufficient cash and cash equivalents
and borrowing availability under existing and potential lines of
credit to satisfy its cash requirements for its Swiss Franc
denominated indebtedness due in 1996, which totaled approximately
$1,998,000 at December 31, 1995, and was fully repaid or redeemed
during the first quarter of 1996. At December 31, 1995,
approximately $4,000,000 was available to the Company under MXL
Industries, Inc. ("MXL") and GP credit agreements. In order for
the Company to meet its long-term cash needs, which include the
repayment of approximately $6,749,000 of 12% Subordinated
Debentures scheduled to mature in July 1997, (the "12%
Subordinated Debentures"), 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.
In addition to its ability to issue equity
securities, the Company believes that it has sufficient
marketable long-term investments, as well as the ability to
obtain additional funds from its operating subsidiaries and the
potential to enter into new credit arrangements. At December 31,
1995, the Company had classified 250,000 shares of common stock
of GTS Duratek, Inc. ("Duratek") valued at $3,563,000, as
marketable securities, as a result of the transfer of such
Duratek shares from long-term investments to trading securities.
On March 20, 1996, Duratek filed a registration statement with
the Securities and Exchange Commission relating to a proposed
offering of 3,600,000 shares of common stock, of which 2,500,000
shares (3,040,000 shares if the underwriters" over-allotment
option is exercised) will be sold by Duratek and 1,000,000 shares
of Duratek common stock will be sold by the Company (the "Duratek
Public Offering"). After the sale of the 1,000,000 shares of
Duratek common stock, the Company will own 1,948,000 shares of
Duratek common stock. The Company reasonably believes that it
will be able to accomplish some or all of the transactions
described above in order to fund the scheduled repayment of its
12% Subordinated Debentures.
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(b) Historical Losses. In 1995, income before
income taxes, discontinued operation and extraordinary item was
$5,819,000 as compared to a loss of $10,648,000 in 1994. The
improvement in operations is due to several factors. In the
first and fourth quarters of 1995, the Company sold 1,667,000 and
500,000 shares, respectively of Duratek common stock, resulting
in the recognition of a $3,768,000 gain. As a result of the sale
of the Duratek common stock in the first quarter of 1995, the
Company's ownership in Duratek fell below 50%, and commencing in
January 1995, the Company accounted for its investment in
Duratek, which totaled $4,121,000 at December 31, 1995, on the
equity basis. In addition, the Company recorded an unrealized
gain totaling $3,183,000 on the transfer of 250,000 shares of
Duratek common stock from long-term investments to trading
securities. During the third quarter of 1995, the Company
realized a $5,912,000 gain as a result of the issuance of common
stock by Interferon Sciences, Inc. ("ISI"), a 22% owned
affiliate, and the initial public offering by GSE Systems, Inc.
("GSES"), a 26% controlled affiliate.
(c) Holding Company; Dependence on 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 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 waste treatment solution area. In addition, the
Company owns approximately 54% of the outstanding shares of
common stock in a company that distributes generic pharmaceutical
products in Russia.
The Company's Physical Science Group consists of (i)
SGLG, Inc. ("SGLG"), an approximately 92% owned subsidiary, and
(ii) General Physics Corporation ("GP"), an approximately 51%
owned subsidiary.
GP provides a wide range of engineering,
environmental training 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. In addition, GP has
an approximately 7% interest in GSE Systems, Inc. ("GSES"), a
software simulator company. SGLG is a holding company that has a
19% interest in GSES.
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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
wholly-owned 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 approximately 22% investment in Interferon
Sciences, Inc. ("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
ISI for the potential treatment of hepatitis C, hepatitis B, HIV,
multiple sclerosis, cancers and other indications.
As of February 22, 1996, the Company owns
approximately 31% of the outstanding shares of common stock of
Duratek. Duratek provides waste treatment solutions for
radioactive, hazardous, mixed and other wastes. After completion
of the Duratek Public Offering, the Company would own
approximately 15.3% of the then outstanding shares of common
stock of Duratek. Duratek will receive none of the proceeds from
the sale of Duratek common stock by the Company.
The Company owns approximately 54% of the
outstanding common stock of American Drug Company ("ADC"). ADC's
wholly-owned subsidiary, NPD Trading (USA) Inc. provides services
to Western businesses in Russia and Eastern Europe. In 1993, ADC
initiated activities to make sales of American-made generic
pharmaceutical and health care products for sale in Russia and
the CIS. Among the products currently being sold by ADC are
toothpaste, sanitary napkins, antibiotic ointments and bandages.
USE OF PROCEEDS
The Company will receive none of the proceeds from
the sale of the Common Stock offered by the Selling Stockholders
and will pay all of the expenses of this offering.
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SELLING STOCKHOLDERS
The following table sets forth certain information as
of the date of this Prospectus with respect to the Selling
Stockholders. The shares to be sold by the Selling Stockholders
represent shares of Common Stock currently owned by the Selling
Stockholders. Beneficial ownership after this offering will
depend on the number of shares sold by the Selling Stockholders.
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)
Banque Scandinave
en Suisse 55,000 (3) 55,000(3)
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%.
3) Pursuant to the terms of the Company"s 5% US Dollar
Denominated Convertible Bonds due August 31, 1999 and the 8%
Swiss Bonds due 2000, interest is payable, at the sole discretion
of the Company, either in cash or in shares of common stock of
the Company. Banque Scandinave en Suisse is Paying Agent for the
Bonds.
PLAN OF DISTRIBUTION
The sale of shares of Common Stock by the Selling
Stockholders may be effected from time to time in transactions
(which may include block transactions by or for the account of
the Selling Stockholders) 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 Stockholders may effect such transactions by
selling their shares directly to purchasers, through broker-
dealers acting as agents for the Selling Stockholders, 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
Stockholders 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).
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The Selling Stockholders 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
As of March 1, 1996, the Company had outstanding two
classes of common stock: 6,959,554 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.
The Company is currently 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.
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On April 3, 1996, the Company filed a preliminary proxy
statement with the Commission for a proposal to amend its
Restated Certificate of Incorporation to decrease the total
number of authorized shares of Common Stock, Class B Stock and
Preferred Stock which the Company shall have authority to issue
from (1) 40,000,000 shares of Common Stock to 15,000,000 shares
of Common Stock (2) 2,800,000 shares of Class B Stock to
1,000,000 shares of Class B Stock and (3) 10,000,000 shares of
Preferred Stock to 1,000,000 shares of Preferred Stock.
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 of the
Company at December 31, 1995 and 1994 and for each of the years
in the three-year period ended December 31, 1995, incorporated by
reference herein, have been incorporated by reference herein in
reliance upon the report 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. The audited financial statements of GSE Systems,
Inc. and predecessor companies contained in Item 8 of the Annual
Report on Form 10-K of GSE Systems, Inc. for the year ended
December 31, 1995, incorporated by reference herein, have been
incorporated by reference herein in reliance upon the reports of
Coopers & Lybrand L.L.P., independent 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.
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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 $ 278.98
Accounting Fees and Expenses 2,500.00
Miscellaneous Expenses 1,221.02
TOTAL: $ 4,000.00
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.
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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 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants**
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants**
23.2 Consent of Andrea D. Kantor (included in Exhibit 5.1)*
* Previously filed
**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.
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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.
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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 10th day
of April 1996.
NATIONAL PATENT DEVELOPMENT
CORPORATION
(Registrant)
BY: 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 April 10, 1996.
SIGNATURES TITLE
Jerome I. Feldman President and Chief
Executive Officer and Director
(Principal Executive Officer)
Scott N. Greenberg Vice President, Chief
Financial Officer and Director
(Principal Financial and
Accounting Officer)
Martin M. Pollak Executive Vice President and
Treasurer and Director
Ogden R. Reid Director
-14-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
National Patent Development Corporation
We consent to the use of our report 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
April 9, 1996
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 (No. 333-307) of (1) our report dated March
11,1996, on our audits of the consolidated financial statements
of GSE Systems, Inc. and Subsidiaries as of December 31, 1994 and
1995 and for the period April 14, 1994 (date of inception) to
December 31, 1994 and for the year ended December 31, 1995, (2)
our report dated March 31, 1995 on our audits of the financial
statements of Simulation, Systems and Services Technologies
Company and its immediate parent company, MSHI, Inc. (formerly a
wholly-owned subsidiary of ManTech International Corporation) for
the four month period ended December 31, 1993, and for the period
January 1, 1994 through April 13, 1994, and on our audit of the
financial statements of Simulation, Systems & Services
Technologies Company (formerly a wholly-owned subsidiary of
Bicostal Corporation) for the eight month period ended August 31,
1993 (3) our report dated March 31, 1995 on our audits of the
financial statements of GP International Engineering &
Simulation, Inc. formerly a wholly-owned subsidiary of GPS
Technologies, Inc. (now known as SGLG, Inc.), for the year ended
December 31, 1993 and for the period January 1, 1994 through
April 13, 1994, and (4) our report dated April 21, 1995 on our
audits of the financial statements of EuroSim AB, formerly a
wholly-owned subsidiary of Vattenfall Engineering AB, for the
year ended December 31, 1993 and for the period from January 1,
1994 through April 13, 1994. We also consent to the reference to
our firm under the caption "experts".
Coopers & Lybrand L.L.P.
Washington, D. C.
April 10, 1996
