ALFRED V. GRECO, P.C.
A Professional Corporation
666 Fifth Avenue (14th Floor)
New York, N.Y. 10103
Alfred V. Greco Tel. 212-246-6550
Attorney At Law Fax 212-582-0176
November 4, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Attn: David Lyon
Mail Stop 3-11
Re: An-Con Genetics, Inc. (the "Company")
Amendment No. 4 Form SB-2
SEC File No. 33-80763
Gentlemen:
There follows Amendment No. 4 on Form SB-2 registration
statement of An-Con Genetics, Inc. consisting of facing page,
Part II and signature page characterizing Delton Cunningham as
the principal accounting officer of the Company.
In addition, reference is made to prior comment number 27
wherein the staff expressed its concern that certain states
might not permit recission offers unless it is made to all the
shareholders of a corporation. This concern is not pertinent to
the within recission offer and the undersigned has researched
each and every state. We contemplate only one problematic state,
that being California. However the problem stemming from the
state of California does not relate to the SEC's expressed
concern in its comment number 27. California, for some reason,
is seeking to know whether or not there are other Blue Sky
applications required that may not be covered by the current
California Blue Sky application. However we expect to clear
California this week. With respect to former comment number 29
of the staff, the paragraph entitled "Tax Opinion" on page 48
(page 59 on Edgar) of the prospectus, will be moved to follow the
paragraph having the caption "Tax Consequences of Acceptance of
Recission".
Finally on page 4 (Page 5 on Edgar) of the prospectus, the final
document will be changed from "net gain of $156,400" to "net
income of $156,400".
There is also enclosed herewith the letter of the Company
requesting acceleration on Wednesday, November 6, 1996 or as soon
thereafter as practicable.
Very truly yours,
s/Alfred V. Greco
Alfred V. Greco
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 4 on
FORM SB-2
Registration Statement
Under the
Securities Act of 1933
AN-CON GENETICS, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 3841 112644611
(State or other (Primary (I.R.S.Employer
Jurisdiction of Standard Identification No.)
Incorporation or Industrial
organization) classification
code Number)
7100 30th Avenue North, St. Petersburg, FL 33710 1-800-537-2790
(Address and Telephone Number of Principal Executive Offices)
7100 30th Avenue North, St. Petersburg, FL 33710
(Address of Principal Place of Business or Intended Principal
Place of Business)
Andrew Makrides 1 Huntington Quadrangle (1N11)
Melville, NY 11747 516-694-8470
(Name, Address and Telephone Number of Agent for Service)
Approximate Date of Proposed Sale to the Public As Soon As
Practicable
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 statement 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 Each
Class of
Securities to
be
Registered
Amount to
be
Registered
Proposed
Maximum
Offering
Price
Per
Unit(1)
Proposed
Maximum
Aggregate
Offering
Price
Amount of
Registra-
tion
Fee(2)
Common Stock
3,399,096
$.392(3)
$1,331,800
$459.25
(1)Estimated to calculate fee.
(2)The original fee for this filing was calculated to be
$1,785.15 which has already been paid with the original filing on
Form S-4.
(3)This represents the price per share to be paid for the shares
by An-Con Genetics, Inc. if all shareholder offerees accept
Rescission.
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.
PART II
Item 24. Indemnification of Directors and Officers.
Reference is made to Section 145 of the Delaware
General Corporation law which provides for indemnification of
directors and officers of a corporation and other specified
persons subject to the specific requirements therein contained.
In general, these sections provide the persons who are officers
or directors of the corporation may be indemnified by the
corporation for acts performed in their capacities as such.
There are no provisions in the An-Con's Certificate of
Incorporation, Amendments thereto or its By-Laws relating to
indemnification as of the date of this Proxy
Statement/Prospectus.
Further reference is made to sections 102 and 145 of
the Delaware General Corporation Law which provide for
elimination of directors liability in certain instances, and
indemnification of directors and officers of a corporation and
other specified persons subject to the specific requirements
therein contained. In general, section 102 allows an
authorizing provision in the Certificate of Incorporation which
would, subject to certain limitations, eliminate or limit a
director's liability for monetary damages for breaches of his or
her fiduciary duty. However, such an enabling provision could
not limit or eliminate a director's liability for: (a) breaches
of the duty of loyalty to the Corporation or its stockholders;
(b) for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (c) for the
payment of unlawful dividends or unlawful stock repurchases or
redemptions; or (d) for transactions in which the director
received an improper personal benefit. There is currently such
an enabling provision in the Company's Certificate of
Incorporation.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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, An-Con, will,
unless in the opinion of its counsel that the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-1
Item 25. Other Expenses of Issuance and Distribution.
Registration Fees. . . . . . . . . . . . . . $1,785.15
Federal Taxes. . . . . . . . . . . . . . . . . -- *
State Taxes and Fees . . . . . . . . . . . . .1,300.00*
Transfer Agent's Fees. . . . . . . . . . . . .1,000.00*
Printing Costs . . . . . . . . . . . . . . . 10,000.00*
Accounting fees 40,000.00*
Legal. . . . . . . . . . . . . . . . . . . .120,000.00*
Total. . . . . . . . . . .174,085.15*
*Estimated
Item 26. Recent Sales of Unregistered Securities
On September 17, 1993 the Company sold 500 shares of
Common Stock valued at $750 to an investor at $1.50 per share.
On April 5, 1994, the Company issued a total of 438,000
shares to 14 investors (some of whom are accredited investors).
Such investors (a) converted indebtedness of the Company to them
of a total of $358,900 into 236,066 shares of Common Stock (or
an average of $1.52 per share); and (b) exercised warrants
(issued to them in connection with the loans originally made to
the Company in 1992 and 1993) and purchased 202,001 shares at an
average exercise price of $1.50 per share or a total
consideration for the exercise of $291,000.
In May, 1994, the Company authorized the issuance of a
total of 591,061 shares of Common Stock (valued at $177,300) to
21 persons, some of whom are accredited investors, as
compensation for past services rendered.
In May, 1994, the Company issued to Andrew Makrides,
President and Robert Speiser, Chairman of the Board, 421,667
shares and 783,333 shares respectively in lieu of back salaries.
The shares issued were valued at a total of $361,500 or $.30 per
share.
In January, 1995, pursuant to Acquisition Agreement
dated January 11, 1995, as subsequently amended, the Company
issued and placed in escrow a total of 3,399,096 shares of
Common Stock in exchange for all of the outstanding shares of
Aaron Medical Industries, Inc.
In March, 1995, the Company issued a total of 35,000
shares valued at $.40 per share in exchange for 70 bonds held by
sixteen bondholders.
In April, 1995, the Company issued an additional 27,500
shares valued at $.40 per share to three consultants as
compensation for services rendered.
In June, 1995, the Company issued the total of 60,000
shares valued at $1.30 per share (or a total of $78,000) as part
of the purchase price paid for real estate upon which the
Company maintains its principal offices in St. Petersburg,
Florida.
During December and January of 1995-1996, the Company
sold a total of 200,000 shares for $200,000, and warrants to
purchase 200,000 shares at $3.00 per share, to a total of nine
persons, some of whom were accredited investors. The warrants
expire in November, 1998.
II-2
In April 18, 1996, in exchange for construction
services the Company issued 55,350 shares of Common Stock to a
privately held corporation valued at $.69 per share.
Except as to the issuance in escrow of 3,399,096 shares
in January, 1995 (which shares are the subject of this
registration statement), the Company relies upon the exemption
to the registration provisions of the Securities Act of 1933 as
set forth in Section 4(2) thereof with respect to each of the
foregoing issuances.
Item 27. Exhibits.
Exhibit No. Description Location
2 Restated and Amended Agreement
between Registrant and Aaron Medical
Industries, Inc. to Exchange
Shares *
5 Opinion of Alfred V. Greco, P.C.
regarding legality of securities
being registered and Consent of
Alfred V. Greco, P.C. *
8 Amended Opinion of Bloom and Company *
23(a) Consent of Bloom and Company as to
An-Con Financial Statements
Aaron Financial Statements *
23(b) Consent of Bloom and Company as to
Tax Opinion *
23(c) Consent of Bloom and Company as to
Disclosure *
23(d) Consent of Alfred V. Greco, P.C.
is contained in the opinion *
99 Federal Court Decision Denying
Megadyne's request for Preliminary
Injunction against Aaron Medical
Industries, Inc. *
__________________________________________________________
*Previously filed with Form S-4 as amended on Form sb-2.
Item 28. Undertakings.
The Company will supplement the prospectus after the end of the
rescission offer period, to include the results of the
rescission offer and the transactions by the Company during the
offering period. The Company will file a post-effective
amendment to this registration statement if the amount of shares
that the Company will purchase from rescission offerees requires
a further sale of securities to secure funding by the Company.
Such post-effective amendment will also specify any change in
the terms of offering of shares by the Company from the terms
set forth on the cover page of this prospectus.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Form SB-2 Amendment No. 3 to
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Melville, State of New York on
November 4, 1996.
AN-CON GENETICS, INC.
S/J. Robert Saron
J. Robert Saron
Chief Executive Officer,
Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Act of 1933, this
Form SB-2 Amendment No. 4 to Registration Statement on Form S-4
has been signed by the following persons in the capacities and
on the dates indicated.
S/ J. Robert Saron November 4, 1996
J. Robert Saron
Chairman of the Board
of Directors and CEO
S/ Andrew Makrides November 4, 1996
Andrew Makrides, President,
Director
S/ Delton Cunningham November 4, 1996
Delton N. Cunningham
Secretary-Treasurer,
Chief Financial Officer
Principal Accounting Officer
S/ George W. Kromer November 4, 1996
George W. Kromer, Jr.
Director
S/ Joseph F. Valenti November 4, 1996
Joseph F. Valenti
Director
c: ANCN-F.SB2
An-Con Genetics, Inc.
1 Huntington Quadrangle, Suit 1N11
Melville, NY 11747
Tel (516) 694-8470
Fax (516) 694-8477
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Attn: David Lyon
Mail Stop 3-11
Re: An-Con Genetics, Inc. (the "Company")
Amendment No. 4 Form SB-2
SEC File No. 33-80763
Gentlemen:
In connection with filing of Amendment No. 4 on Form SB-2 in
the above-referenced matter, acceleration is hereby requested
for November 6, 1996, or as soon thereafter as practicable.
Thank you for your courtesy and cooperation.
Very truly yours,
An-Con Genetics, Inc.
by s/Andrew Makrides
Andrew Makrides, President
