15
As filed with the Securities and Exchange Commission on January 31, 1997
Registration Statement No. 333
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)
Andrea Kantor
Associate General Counsel
9 West 57th Street
Suite 4170
New York, New York 10019
(212) 230-9516
(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 price fee
Common Stock,
par value $.01
per share 673,411 $8.25 $5,555,641 $1,683.52
(1) Estimated solely for the purpose of calculating the
registration fee based on the average of the high and low prices
per share of the Common Stock on January, 29 1997 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 1933 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 31, 1997
PROSPECTUS
NATIONAL PATENT DEVELOPMENT CORPORATION
673,411 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 PAGE 5 OF THIS PROSPECTUS.
173,411 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."
500,000 shares of Common Stock of the Company are being
sold by the Company from time to time. To the extent required,
the number of shares being sold by the Company, the purchase
price, the public offering price, the proceeds to the Company and
the other terms of the offering of the Common Stock by the
Company will be set forth in a Prospectus Supplement to be
delivered at the time of any such offering. See "Use of
Proceeds".
The Common Stock to be sold by the Company may be sold
directly by the Company or through agents, underwriters or
dealers designated from time to time. If any agents of the
Company or any underwriters are involved in the sale of the
Common Stock by the Company in respect of which this Prospectus
is being delivered, the names of such agents or underwriters and
any applicable discounts or commissions with respect to such
Common Stock will also be set forth in a Prospectus Supplement,
to the extent required. See "Plan of Distribution".
The Common Stock is quoted on the American Stock
Exchange ("AMEX") under the symbol "NPD." On January 29, 1997 the
closing price of the Common Stock on AMEX was $8.3125.
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. See "Plan of Distribution."
The date of this Prospectus is February __, 1997
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 7 World Trade Center, 13th Floor,
New York, NY 10048; and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60061. 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
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed by the Company with the Commission on
April 1, 1996.
2. Annual Report on Form 10-K/A No. 1 for the year
ended December 31, 1995 filed by the Company with the Commission
on April 29, 1996.
3. Annual Report on Form 10-K/A No. 2 for the year
ended December 31, 1995 filed by the Company with the Commission
on May 10, 1996.
4. Annual Report on Form 10-K/A No. 3 for the year
ended December 31, 1995 filed by the Company with the Commission
on June 14, 1996.
5. Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996 filed
with the Commission on May 15, 1996, August 13, 1996 and November
14, 1996, respectively, pursuant to Section 13(a) or 15(d) of the
Exchange Act.
6. Current Reports on Form 8-K filed with the
Commission on November 25, 1996, December 31, 1996 and January
28, 1997.
All documents filed with the Commission by the Company
pursuant to Section 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 hereby of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be part
hereof 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.
RECENT DEVELOPMENTS
On January 23, 1997 stockholders of each of the
Company and General Physics Corporation ("General Physics"),
voted to approve the merger of a wholly-owned subsidiary of the
Company and General Physics, pursuant to which General Physics
became a wholly-owned subsidiary of the Company. Under the terms
of the Merger Agreement, holders of General Physics Common Stock
will be receiving .60 shares of the Company's Common Stock for
each share of General Physics common stock.
THE COMPANY
The Company is primarily a holding company, which is
a legal entity separate and distinct from its various operating
subsidiaries. The Company and its operating subsidiaries (i)
provide engineering, environmental, training, analytical 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, (ii) are engaged in the wholesale distribution of home
decorating, hardware and finishing products, (iii) manufacture
molded and coated optical products (such as shields and face
masks and non-optical plastic products) and (iv) manufacture
medical devices, drugs and cosmetic polymer products. 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 common stock of a company that distributes generic
pharmaceutical products in Russia.
The address of the Company's principal executive
offices is 9 West 57th Street, Suite 4170, New York, New York
10019 and its telephone number is (212) 826-8500.
RISK FACTORS
Prospective investors should consider carefully the
following factors, together with the other information contained
or incorporated by reference in this Prospectus, in evaluating an
investment in the Common Stock offered hereby. This Prospectus
contains or incorporates by reference certain forward-looking
statements reflecting management's current views with respect to
future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties, all of
which are difficult to predict and many of which are beyond the
control of the Company, that could cause actual results to differ
materially from those in the forward-looking statement,
including, but not limited to, the following factors.
(a) Historical Losses. For the year ended December
31, 1995, the Company's income before income taxes, discontinued
operation and extraordinary item was $5,819,000, as compared to a
loss of $10,648,000 for the year ended December 31, 1994.
However, the improvement in results was due principally to gains
recognized on sales and reclassification of equity interests in
affiliates, which aggregated $12,863,000 in the year ended
December 31, 1995 and $0 in 1994. For the nine months ended
September 30, 1996, the Company's income before income taxes,
discontinued operation and extraordinary item was $11,046,000, as
compared to income of $4,190,000 for the nine months ended
September 30, 1995. The $11,046,000 of income before income
taxes, discontinued operation and extraordinary item for the nine
months ended September 30, 1996 includes $12,200,000 of gain
realized from the sale of 1,000,000 shares of common stock of GTS
Duratek, Inc. in April of 1996.
(b) Holding Company, Dependence on Shareholders. 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. Since the Company is
primarily a holding company, an investment in securities of the
Company is subject to the performance of the Company's
subsidiaries and investments.
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. The Company
anticipates that it will use the proceeds from the shares of
Common Stock offered by the Company primarily for working capital
and general corporate purposes.
SELLING STOCKHOLDERS
The Registration Statement, of which this Prospectus is
part, relates to an aggregate of 500,000 shares of Common Stock
to be sold by the Company from time to time and an aggregate of
173,411 shares of Common Stock to be sold by certain other
selling stockholders set forth below from time to time. 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 or which
may be acquired by them on exercise of stock options. The
Company will receive the exercise price on any such exercise of
stock options but will not receive any of the proceeds from the
sale of such shares. Beneficial ownership after this offering
will depend on the number of shares sold by each Selling
Stockholder.
Name of Selling Number of Of Total Number Percentage Number
Stockholder Shares of Shares of of
Beneficially Beneficially Class Shares
Owned Prior Owned, Shares Prior to Offered
to This Which May be This
Offering Acquired Offering
within 60 Days
Jerome I. Feldman(1)(2)(3) 695,228 292,542 8.5% 21,618
Martin M. Pollak(1)(2)(3) 695,164 295,042 8.5% 21,618
Scott N. Greenberg(2)(3) 85,809 45,875 1.1% 10,809
Lawrence M. Gordon(1)(3) 47,462 36,025 * 10,809
John C. McAuliffe(3) 22,297 4,000 * 17,521
Jack E. Lee(3) 10,001 0 * 9,206
John V. Moran(3) 15,713 0 * 14,932
Douglas Sharp(3) 11,642 1,125 * 9,605
Kenneth L. Crawford(3) 6,805 500 * 5,512
Patricia A. Stricker(3) 3,754 0 * 3,713
Russell C. Youngdahl(3) 11,890 0 * 11,890
Sheldon L. Glashow(3) 540 0 * 540
Bernard M. Kauderer(3) 540 0 * 540
Ogden R. Reid(3) 9,120 8,330 * 540
Ryder, Inc.(4) 34,558 0 * 34,558
*The number of shares owned is less than 1%.
(1) Included in the table are 31,250 shares for each of Messrs.
Feldman and Pollak which they currently have the right to acquire
through the conversion of shares of NPD Class B Stock into shares
of NPD Common Stock which they currently own. Also included in
the table is 1,618 shares for a foundation of which Mr. Pollak is
a trustee. Also included in the table are 1,107 shares for Mr.
Feldman, 604 shares for Mr. Pollak and 503 shares for Mr. Gordon,
issuable upon the conversion of bonds issued with the Company's
12% Subordinated Debentures Due 1997. Mr. Feldman disclaims
beneficial ownership of the 404 shares issuable upon conversion
of bonds held by his wife pursuant to the Debentures. Messrs.
Feldman and Pollak disclaim beneficial ownership of 1,173 and
5,752 shares, respectively, held by members of their families
which are included in this table.
(2) Included in the table are options to purchase 285,325 shares
of NPD Class B Stock for each of Messrs. Feldman and Pollak, and
25,000 shares of NPD Class B Stock for Mr. Greenberg, which they
currently have the right to acquire through the exercise of stock
options, which shares are convertible into shares of NPD Common
Stock.
(3) Consists of shares of NPD Common Stock received or to be
received by certain officers and directors of General Physics
Corporation ("General Physics") in exchange for shares and/or
stock options of GPC Common Stock in connection with the merger
of General Physics with the Company. See "Recent Developments".
Messrs. Feldman, Pollak, Greenberg and Gordon are officers and/or
directors of General Physics and are also officers and/or
directors of the Company.
(4) 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 in
cash or stock, at the Company's option, over a ten year period
which commenced on January 15, 1988.
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) on AMEX or the Pacific Stock Exchange
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 on AMEX or the
Pacific Stock Exchange, 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.
The Company may offer the Common Stock in any of three ways:
(i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through
agents. To the extent required, any Prospectus Supplement with
respect to shares of the Common Stock will set forth the terms of
the offering and the proceeds to the Company from the terms of
the offering and the proceeds to the Company from the sale
thereof, any underwriting discounts and other items of price, and
any discounts or concessions allowed or reallowed or paid to
dealers. Any public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are utilized, the Common Stock being
sold to them will be acquired by the underwriters for their own
account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. The Common Stock may be offered to the public either
through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as
underwriters. To the extent required, the underwriter or
underwriters with respect to the Common Stock being offered by
the Company will be named in the Prospectus Supplement relating
to such offering and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the
cover page of such Prospectus Supplement. Any underwriting
agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent, and that the
underwriters will be obligated to purchase all of the Common
Stock to which such underwriting agreement relates if any is
purchased. The Company will agree to indemnify any underwriters
against certain civil liabilities, including liabilities under
the Securities Act.
The Common Stock may be sold directly by the Company or
through agents designated by the Company from time to time. To
the extent required any agent involved in the offer or sale of
the Common Stock in respect of which this Prospectus is delivered
will be set forth in the Prospectus Statement. Unless otherwise
indicated in the Prospectus Statement, any such agent will be
acting on a best efforts basis for the period of its appointment.
The Company will pay all of the expenses of this offering.
The shares of Common Stock are listed on AMEX and the
Pacific Stock Exchange, Inc. The Common Stock offered hereby by
the Company and the Selling Securities Holders when issued, will
be listed, subject to notice of issuance, on said Exchanges.
DESCRIPTION OF CAPITAL STOCK
Common Stock. At the Company's Special Meeting of
stockholders held on January 23, 1997, a proposal was adopted
which amended the Certificate of Incorporation of the Company to
decrease the number of authorized shares of NPD Common Stock from
40,000,000 to 25,000,000. As of January 27, 1997, 7,571,135
shares of NPD Common Stock were issued and outstanding and 62,500
shares of NPD Class B Stock were issued and outstanding. Each
share of the NPD Common Stock is entitled to one vote per share
on all matters and each share of the NPD Class B Stock is
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 NPD Class B Stock is
convertible at any time into shares of NPD Common Stock on a
share for share basis.
Since the NPD Common Stock and the NPD 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 NPD Common Stock and NPD Class B Stock have no
preemptive rights, nor are there any redemption or sinking fund
rights with respect to the NPD Common Stock or the NPD Class B
Stock.
The holders of NPD Common Stock and NPD Class B Stock
are entitled to share equally in any dividends that may be
declared, but in the case of a stock split or stock combination,
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 NPD Common Stock and the
NPD Class B Stock are entitled to share equally in the corporate
assets available for distribution to stockholders after the
payment of or reservation for corporate debts and liabilities and
liquidation preferences of, and unpaid dividends on, any class of
preferred stock which may then be outstanding. 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.
Preferred Stock. The Company is currently authorized
to issued 10,000,000 shares of preferred stock in one or more
series. 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 NPD Common Stock
with respect to dividends and the assets of National Patent upon
liquidation; (ii) have significant voting power; (iii) provide
for representation of the holders of the preferred stock on
National Patent'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.
The issuance of preferred stock with certain attributes
and under certain circumstances could have the effect of
delaying, deferring or preventing a change in control of National
Patent without further action of the holders of NPD Common Stock.
The issuance of preferred stock with voting and conversion rights
could adversely affect the voting power of the holders of NPD
Common Stock, including the loss of voting control to others.
National Patent has no present plan or intention to issue any
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 consolidated financial statements of GSE
Systems, Inc. and Subsidiaries (GSES) as of December 31, 1994 and
1995 and for the period April 14, 1994 through December 31, 1994
and the year ended December 31, 1995 and the financial statements
of Simulation Systems & Services Technologies Company and MSHI,
Inc., GPI International Engineering & Simulation, Inc., and
EuroSim AB for the year ended December 31, 1993 and the period
January 1, 1994 through April 13, 1994, all incorporated by
reference in this Registration Statement, have been incorporated
herein in reliance on the reports of Coopers & Lybrand, L.L.P.,
independent accountants, given on the authority of that firm as
experts in accounting and auditing.
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 $1,683.52
Accounting Fees and Expenses 2,500.00
Miscellaneous Expenses 116.48
TOTAL: $4,300.00
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 Consent of KPMG Peat Marwick LLP, Independent Auditors*
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants*
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 30th day
of January 1997.
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 30, 1997.
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
Exhibit 5.1
January 30, 1997
National Patent Development Corporation
9 West 57th Street, Suite 4170
New York, NY 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 173,411 shares of
the Company's common stock, par value $.01 per share (the
"Common Stock").
I am Associate 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 has been duly authorized and, when
issued, assuming compliance with all federal and state
securities laws, will be validly 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
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 30, 1997
Exhibit
23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Regulation Statement of National Patent Development
Corporation on Form S-3 of (1) our report dated March 1,
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 consolidated financial statements of
Simulation, Systems & 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 Bicoastal 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 Vattenfal 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.
January 30, 1997
