As filed with the Securities and Exchange Commission on May 10, 1996
Registration Statement No. 333-307
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 2
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. / /
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. / /
<PAGE>
Subject to Completion, dated May 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 May 9, 1996 the closing price of the Common Stock
on AMEX was $10 1/4.
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
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 May --, 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 following documents filed with the Commission are incorporated
by reference into this Prospectus:
1. 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, 1996 (File No.
1-7234), is incorporated in this Prospectus by reference.
2. The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1995 filed by the Company with the Commission on May 10, 1996
(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.
RISK FACTORS
Investors should consider, among other items, the following
factors in connection with a decision to purchase the Common Stock offered
hereby.
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(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 April 23, 1996, Duratek completed the sale of
3,600,000 shares of common stock at $18.50 per share, of which 2,500,000
shares were sold by Duratek and 1,000,000 shares of Duratek common stock were
sold by the Company (the "Duratek Public Offering"). After completion of the
Duratek Public Offering, the Company is the beneficial owner of approximately
15.3% of the outstanding shares of Duratek common stock. Based upon the
completion of the Duratek Public Offering, the Company reasonably believes
that it will be able to fund the scheduled repayment of its 12% Subordinated
Debentures.
(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"), an approximately 17.6%
owned affiliate, and the initial public offering by GSE Systems, Inc.
("GSES"), a 26% controlled affiliate.
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(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.
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 17.6% 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").
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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. On May 3, 1993, ISI completed the sale of 8,000,000 shares of its
common stock for an aggregate of $16,000,000, less fees and expenses, in a
public offering underwritten by Sunrise Securities Corp.
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 1996, 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.
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.
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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).
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
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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.
On April 30, 1996, the Company, subject to stockholder approval,
filed a 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 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. 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
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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 $ 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,
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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 Consent of KPMG Peat Marwick LLP, 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.
A. The undersigned registrant hereby undertakes that, for
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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 10th day of May 1996.
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NATIONAL PATENT DEVELOPMENT
CORPORATION
(Registrant)
BY: Jerome I. Feldman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in their
capacities on May 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
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EXHIBIT 23
CONSENT OF 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
May 10, 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
