As Filed with the Securities and Exchange Commission on February 29, 1996
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S - 3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
WATER-JEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
243 Veterans Boulevard
Carlstadt, New Jersey 07072
(201)-507-8300
(Address and telephone number of registrant's principal executive offices)
New York 3398 13-3006788
(State or other jurisdiction (Standard Industrial (IRS Employer I.D. Number)
of incorporation) Classification Code)
Peter D. Cohen, President
Water-Jel Technologies, Inc.
243 Veterans Boulevard
Carlstadt, New Jersey 07072
(201) 507-8300
(Name, address and telephone number of agent for service)
Copies of all Oscar D. Folger, Esq.
communications to: 521 Fifth Avenue
New York, New York 10175
(212) 697-6464
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement depending on market
conditions.
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 of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.08 par value 849,789 $ 3.09375 $2,629,034.70 $906.56(1)
Class A Warrants 176,596 $ 1.375 $ 242,819.50 $ 83.73(2)
Class B Warrants 176,596 $ 0.047 $ 8,300.00 $ 2.86(3)
TOTAL $2,880,154.20 $993.15
</TABLE>
(1) Estimated for purposes of this filing pursuant to Rule 457(c) at $3.09375
per share based upon the average of the bid and asked prices of $3.00 and
$3.1875, respectively, on February 27, 1996.
(2) Estimated for purposes of this filing pursuant to Rule 457(c) at $1.375 per
warrant based upon the average of the bid and asked prices of $1.25 and $1.50,
respectively, on February 27, 1996.
(3) Estimated for purposes of this filing pursuant to Rule 457 at $0.047 based
upon the closing bid quotation when the Class B Warrants last traded on November
3, 1994.
-----------------------
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.
----------------------
2
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED FEBRUARY 29, 1996
WATER-JEL TECHNOLOGIES, INC.
849,789 Shares of Common Stock, 176,596 Class A Warrants,
and 176,596 Class B Warrants
This Prospectus relates to 849,789 shares of Common Stock of Water-Jel
Technologies, Inc. (the "Company"), par value $.08 per share (the "Shares"),
176,596 redeemable Class A Common Stock Purchase Warrants (the "Class A
Warrants"), and 176,596 redeemable Class B Common Stock Purchase Warrants (the
"Class B Warrants") (collectively the "Securities") which may be offered from
time to time by the Selling Shareholders. See "Selling Shareholders." This
Prospectus does not relate to the sale or issuance by the Company of any
securities. Any Securities which are offered will be offered for the respective
accounts of the Selling Shareholders, who will acquire Securities upon exercise
of options and warrants which are owned by them. The Company will receive the
exercise prices payable upon such exercises. However, the Company will not
receive any proceeds from the sale of the Securities by the Selling
Shareholders. The Company has been advised by the Selling Shareholders that
there are no underwriting arrangements with respect to the sale of the Shares,
that the Securities will be sold from time to time in the over-the-counter
market at then prevailing prices and in private transactions at negotiated
prices, and that usual and customary brokerage fees, if any, will be paid by the
Selling Shareholders in connection therewith.
Each Class A Warrant entitles the holder to purchase one share of Common
Stock and to receive one Class B Warrant at an exercise price of $3.00 on or
prior to October 30, 1996. Each Class B Warrant entitles the holder to purchase
one share of Common Stock at $6.00 per share on or prior to October 30, 1996.
The Warrants are subject to redemption at $.40 per Warrant upon 30 days written
notice provided the closing bid price of the Common Stock in the
over-the-counter market (or the last sale price listed on a national securities
exchange) for 20 consecutive business days ending within 15 days of the notice
of redemption averages in excess of (i) $4.56 per share for redemption of the
Class A Warrants or (ii) $9.00 per share for redemption of the Class B Warrants.
The Company's Common Stock and Class A Warrants are traded on NASDAQ under
the symbols BURN and BURNZ, respectively. The closing bid quotations of the
Company's Common Stock and Class A Warrants on February 27, 1996 as quoted by
NASDAQ, were $3.00 and $1.25, respectively. The Class B Warrants were traded on
NASDAQ under the symbol BURNW until March 23, 1995, when they were delisted
because of a lack of trading volume. According to NASDAQ, the Class B Warrants
last traded on November 3, 1994 when the last closing bid quotation was $0.047.
------------------------
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Such reports and other information may be inspected at the public reference
facilities of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511; Seven World
Trade Center - 13th Floor, New York, New York 10048; and Suite 500 East, 5757
Wilshire Boulevard, Los Angeles, California 90036-3648. Copies of such material
may be obtained from the Public Reference Section of the Commission, Washington,
D.C. 20549, at prescribed rates.
------------------------
The Company will furnish its security holders with annual reports
containing audited financial statements at the end of each fiscal year. In
addition, the Company may, from time to time, issue unaudited interim reports
and financial statements.
THE FOLLOWING LEGEND WILL APPEAR IN RED INK ON THE FRONT PAGE OF THE
PROSPECTUS IN THE EVENT THAT THE PROSPECTUS IS CIRCULATED PRIOR TO BEING
DECLARED EFFECTIVE BY THE COMMISSION:
"The information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell nor the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State."
2
<PAGE>
THE COMPANY
Water-Jel Technologies, Inc., (the "Company") is a New York corporation
established in 1979. Since its inception, the Company has focused its efforts on
the development, manufacture and marketing of products using its Water-Jel gel
as emergency first aid for burn injuries. The Company's Water-Jel First Aid
product line for burns includes fire blankets, burn dressings, Burn Jel, UnBurn,
and Cool-Jel. In addition, the Company has expanded its manufacturing operations
to include a line of generic creams and ointments and through an arrangement
with Pfizer Inc. began marketing Visine Singles to the industrial marketplace.
On November 25, 1994, the Company effected a one-for-eight reverse stock
split of all of the Company's securities. Unless otherwise indicated, all
information in this Prospectus gives retroactive effect to this reverse stock
split.
The Company was incorporated under the name Trilling Resources, Ltd. in
September 1979. It changed its name to Trilling Medical Technologies, Inc. in
September 1987 and to Water-Jel Technologies, Inc. in July 1991. The executive
offices of the Company are located at 243 Veterans Boulevard, Carlstadt, New
Jersey 07072. The Company's telephone number is (201) 507-8300.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE
A HIGH DEGREE OF RISK. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR TO
EXERCISE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS, AS WELL AS ALL OF
THE OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS.
1. Government Regulation
The Company's products and manufacturing practices are subject to
regulation by the Food and Drug Administration ("FDA") as well as by similar
foreign authorities. The Water-Jel Fire Blanket and Burn Dressing are medical
devices subject to regulation by the FDA. The Company's generic creams and
ointment, Burn Jel and UnBurn line are classified as over the counter drugs.
FDA requirements include adherence to good manufacturing practices, proper
labelling, and either premarket notification under section 510(k) of the Medical
Device Amendments to the Federal Food, Drug and Cosmetics Act or premarket
approval (depending on the category of product) prior to commercial marketing in
the United States. The Company is also subject to periodic inspections by the
FDA relating to good manufacturing practices. The FDA has the authority to
require a suspension of manufacturing operations if it finds serious
deficiencies. Additional regulation may, in the future, be imposed by Federal,
state or local authorities, particularly the FDA. Any new products will also be
subject to review of various regulatory authorities in virtually every foreign
country in which such products are offered for sale. To the extent that any new
products which the Company may develop are deemed to be new pharmaceutical or
new medical devices, such products will require FDA and other regulatory
clearance and/or approvals prior to marketing. Such governmental regulation may
prevent or substantially delay the marketing of any products developed by the
Company, cause the Company to undertake costly procedures, and furnish a
competitive advantage to the more substantially capitalized companies which
compete with the Company. There can be no assurance that the Company will have
the requisite financial resources to complete the regulatory approval process
with respect to any new products which it may develop.
2. Market Acceptance for Company's Products
The Company believes that its ability to market its products requires
educating potential users of its products as to their benefits and applications.
No assurance can be given that the Company will be able to successfully increase
the market for its products.
3
<PAGE>
3. Need for Additional Funds
It is likely that the Company's education and marketing efforts,
particularly those directed at the personal use market, will require substantial
funds.
4. Competition
The market in which the Company currently operates is characterized by
competition and rapid technological change. Other firms, including Spenco
Medical Corporation, C.R. Bard, Inc. and Johnson & Johnson Products, Inc.
manufacture and market fire blankets, burn dressings and related fire safety
products and have been in business for a longer period of time, are better
established, have financial resources substantially greater, and have more
extensive facilities than those which now, or in the foreseeable future, may be
available to the Company. While some segments of the market are dominated by
large manufacturers, other segments of the market are characterized by intense
competition among independent product manufacturers.
In fiscal 1995 Nortrade International, Inc. ("Nortrade") introduced a
product which attempts to duplicate the Company's First Aid Product Line for
Burns. The Company believes that it will be able to compete with Nortrade based
upon the Company's established customer base, superior customer service and its
ability to offer a more diverse range of products.
5. Patents
The design of the Company's Fire Blanket products was protected by United
States and foreign patents which were assigned to the Company in 1979 and 1985.
The United States patent which protected a substantial portion of the Company's
technology expired in 1992. New competitors may now enter the Company's markets.
The Company may be materially and adversely affected if the Company should fail
to establish a secure market base before the entrance of significant new
competitors now that the original United States patent has expired. See
"Competition."
In January 1995, the Company was granted a patent for a synthetic fabric
containing a therapeutic, non-toxic, water- soluble and bio-degradable gel used
in the Company's Burn Dressing product line. However, no assurance can be given
that this patent will prove enforceable or prevent others from marketing
products similar to, or which perform comparable functions as, the Company's
products.
The Company has obtained United States and foreign registrations for
several trademarks for use on the Company's products. These marks and logos are
used on the packaging of the Company's products.
6. Uncertainty of International Sales
For the fiscal year ended August 31, 1995, the Company had approximate
revenues of $912,000 from international sales, which represented approximately
18% of total sales during this period. International sales represented 15% and
21% of total sales, respectively, for the fiscal years ended August 31, 1994 and
1993. Although the Company intends to continue to pursue international sales,
there can be no assurance that sales at present levels will be maintained, or
will not fluctuate significantly as has occurred in recent years.
7. Product Liability
To date, there have been no material claims or threatened claims against
the Company by users of its products based on a failure to perform as specified.
In the event that any claims for substantial amounts were to be successfully
asserted against the Company, they could have a materially adverse effect on the
Company's financial condition and its ability to distribute its products. The
Company maintains $11,000,000
4
<PAGE>
of general product liability insurance. There is no assurance that this amount
will be sufficient to cover potential claims or that the present amount of
insurance can be maintained at the present level of cost.
8. No Dividends
The Company has not paid any cash dividends upon its Common Stock since its
inception and, by reason of its present financial status and its contemplated
financial requirements, does not anticipate paying any cash dividends in the
foreseeable future. It is anticipated that earnings, if any, which may be
generated from operations will be used to finance the operations of the Company.
9. Potential Rule 144 and Other Sales
Of the Company's 3,499,180 shares outstanding as of February 27, 1996,
approximately 533,000 shares may be deemed "restricted securities" as that term
is defined under the Securities Act of 1933, as amended (the "Act"), and in the
future may be sold in compliance with Rule 144 under the Act or pursuant to a
registration statement filed under the Act. Rule 144 provides, in essence, that
a person holding restricted securities for a period of two years may sell every
three months in brokerage transactions and/or market maker transactions an
amount equal to the greater of one percent (1%) of either (a) the Company's
issued and outstanding Common Stock or (b) the average weekly trading volume of
the Common Stock during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who is not an affiliate of the Company and who
has satisfied a three-year holding period. In addition, the Company has
registered 388,661 shares of Common Stock held by twelve persons. Investors
should be aware that sales of the Company's Common Stock, under registration
statements or Rule 144, may have a depressive effect on the price of the
Company's Common Stock in any market which may develop for such securities.
10. Proceeds Not Allocated to Specific Uses
Any proceeds of this offering have been allocated to working capital. While
the Company anticipates that a significant portion of any proceeds received will
be used for manufacturing, administrative, marketing or research and development
expenses, the acquisition of inventory, or the repurchase of certain of the
Company's outstanding securities, it has made no specific allocation for these
purposes and may use these funds for other general corporate purposes. See "Use
of Proceeds."
USE OF PROCEEDS
The net proceeds to the Company from the exercise of all options and
warrants for which the underlying common stock is registered herein would be
approximately $2,740,00 after taking into account estimated offering expenses of
approximately $14,400. The Company will receive no proceeds from the sale of
stock held by any Selling Shareholders. There can be no assurances that the
Company will receive any proceeds from the exercise of the options and not all
options may be exercised which could result in the proceeds of this offering to
the Company being minimal. Any proceeds received from the exercise of the
options would be added to working capital. The Company has not made any specific
allocations as to the use of any such proceeds. The proceeds could be used for
manufacturing, administrative, marketing or research and development expenses,
the acquisition of inventory, or the repurchase of certain of the Company's
outstanding securities. In the opinion of management, the Company has sufficient
capital, together with anticipated revenues from sales of its products, to
continue operations for at least the next twelve months.
Prior to expenditure, the net proceeds will be invested in short-term
interest bearing securities or money market funds. Any income from investments,
will be added to working capital.
5
<PAGE>
SELLING SHAREHOLDERS
The securities being offered hereby are for the accounts of the following
persons.
<TABLE>
<CAPTION>
Name (1) Securities Owned Securities Securities to be
Before Offering to be Sold Owned after Offering
<S> <C> <C> <C>
Peter D. Cohen(2) 331,287 shares 100,000 shares 231,287 shares
Yitz Grossman(3) 600,250 shares 100,000 shares 500,250 shares
Werner Haase(4) 300,625 shares 100,000 shares 200,625 shares
Oscar Folger(5) 32,500 shares 10,000 shares 22,500 shares
James Lucas(6) 19,998 shares 10,000 shares 9,998 shares
1,666 Class A Warrants 1,666 Class A Warrants
1,666 Class B Warrants 1,666 Class B Warrants
D. H. Blair investment 630,945 shares 407,837 shares 223,108 shares
Banking Corp(7) 247,500 Class A Warrants 135,946 Class A Warrants 111,554 Class A Warrants
247,500 Class B Warrants 135,946 Class B Warrants 111,554 Class B Warrants
Michael Siciliano(8) 2,499 shares 2,499 shares 0
833 Class A Warrants 833 Class A Warrants
833 Class B Warrants 833 Class B Warrants
David Nachamie(8) 2,499 shares 2,499 shares 0
833 Class A Warrants 833 Class A Warrants
833 Class B Warrants 833 Class B Warrants
Alison Brown(8) 1,000 shares 1,000 shares 0
333 Class A Warrants 333 Class A Warrants
333 Class B Warrants 333 Class B Warrants
Kenton Wood(8) 9,996 shares 9,996 shares 0
3,332 Class A Warrants 3,332 Class A Warrants
3,332 Class B Warrants 3,332 Class B Warrants
Alan Stahler(8) 105,958 shares 105,958 shares 0
35,319 Class A Warrants 35,319 Class A Warrants
35,319 Class B Warrants 35,319 Class B Warrants
</TABLE>
- --------------
(1) The address for Messrs. Cohen, Grossman and Haase is c/o the Company.
The address for Messrs. Folger and Lucas is 521 Fifth Avenue, New York, NY. The
address for D. H. Blair Investment Banking Corp., Ms. Brown and Messrs.
Siciliano, Nachamie, Wood, and Stahler is 44 Wall Street, New York, NY.
(2) In addition to securities included herein to be sold pursuant to
options, also takes into account shares issuable upon exercise of options to
purchase 212,500 shares which are not included in this prospectus.
6
<PAGE>
(3) In addition to securities included herein to be sold pursuant to options,
also takes into account shares issuable upon exercise of options to purchase
200,000 shares which are not included in this prospectus.
(4) In addition to securities included herein to be sold pursuant to options,
also takes into account shares issuable upon exercise of options to purchase
143,750 shares which are not included in this prospectus.
(5) In addition to securities included herein to be sold pursuant to options,
also takes into account shares issuable upon exercise of options to purchase
10,000 shares which are not included in this prospectus.
(6) In addition to securities included herein to be sold pursuant to options,
also takes into account shares issuable upon exercise of other options and
indicated Class A and Class B Warrants to purchase 8,332 shares which are not
included in this prospectus.
(7) In addition to securities included herein to be sold pursuant to Unit
Purchase Options and warrants included therein, also takes into account 111,554
Class A Warrants, 111,554 Class B Warrants, and 223,108 shares issuable upon
exercise of such warrants which are not included in this prospectus.
(8) Shares of Common Stock consist of shares issuable upon exercise of indicated
Class A and Class B Warrants.
MATERIAL DEVELOPMENTS
Since the Company's filing of its quarterly report on Form 10-QSB for the
three months ended November 30, 1995, the Company has announced that it is
engaged in discussions with Journeycraft, Inc. of New York, New York
("Journeycraft") for the acquisition by the Company of Journeycraft.
Journeycraft is a diversified services company. Either directly or through
subsidiaries, it has interests in travel technology, corporate travel management
and consulting, use of media in the fields of performance improvement and
internal corporate communications, and providing training, communications and
data to the health care industry. Journeycraft has informed the Company that for
the fiscal year ended March 31, 1995, the unaudited combined revenues of
Journeycraft and its subsidiaries were approximately $31,000,000 and unaudited
pre-tax income was approximately $1,100,000.
Journeycraft is majority-owned and controlled by Werner Haase and his wife.
Mr. Haase is a director of the Company and beneficial owner of approximately 8%
of the Company's Common Stock after giving effect to the exercise of stock
options held by Mr. Haase.
Negotiations for this transaction are continuing, but no letter of intent
has been signed. There can be no assurance that an agreement will be achieved or
that any agreement will be signed or closed. The Company anticipates that the
closing for any agreement will be subject to numerous terms and conditions,
including the receipt of an opinion on the fairness of the transaction.
PLAN OF DISTRIBUTION
The Securities are being offered for the respective accounts of the Selling
Shareholders. The Company will not receive any proceeds from the sale of any
Securities by the Selling Shareholders. The Company will receive the exercise
prices of options and warrants which are exercised by the Selling Shareholders.
The sale of Securities by the Selling Shareholders may be effected from
time to time in transactions in the over-the-counter market, in negotiated
transactions, through the timing of options on the Shares, or through a
combination of such methods of sale, at fixed prices, which may be charged at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The
7
<PAGE>
Selling Shareholders may effect such transactions by selling the Securities to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Securities for which such broker-dealers may act as
agent or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Securities hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and profit on any sale of the Securities as principal might be
deemed to be underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with this offering are being passed
upon for the Company by Oscar D. Folger, Esq., New York, New York. Mr. Folger
owns beneficially 12,500 shares of the Company's Common Stock. James W. Lucas,
who is of counsel to Mr. Folger, owns 1,666 shares of Common Stock and 1,666
Class A Warrants. Messrs. Folger and Lucas also each hold options to acquire
20,000 and 15,000 shares, respectively, of the Company's Common Stock. The
shares underlying certain of these options are included in this prospectus.
See "Selling Shareholders."
EXPERTS
The financial statements of Water-Jel Technologies, Inc. for the years
ended August 31, 1995 and 1994, incorporated by reference from the Company's
annual report on Form 10-KSB for the fiscal year ended August 31, 1995, have
been examined by Holtz Rubenstein & Co., LLP, independent certified public
accountants, as stated in their report, and are included in reliance upon the
report of such firm and upon their authority as experts in accounting and
auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission by the
Company are incorporated herein by reference and made a part hereof. The
Commission file number for all documents which are incorporated by reference is
0-13049.
(1) Annual Report on Form 10-KSB for the fiscal year ended August 31,
1995, as amended December 28, 1995.
(2) Quarterly Report on Form 10-QSB for the three months ended November
30, 1995.
(3) The section entitled "Description of Securities" in the Company's
registration statement on Form S-1 (Registration No. 33-23910), declared
effective on October 31, 1988.
In addition, all documents filed by the Company pursuant to Sections 13
(a), 13 (c), 14 and 15 (d) of the Exchange Act, prior to the termination of the
offering of the securities covered by this Prospectus or the filing of a
post-effective amendment which indicates that all securities have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this Prospectus and made a part hereof by reference from the
date of filing each such document. Any statement contained in an earlier
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
8
<PAGE>
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded to constitute a part of this Prospectus.
INDEMNIFICATION
The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling 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.
ADDITIONAL INFORMATION
This Prospectus contains certain information concerning the Company and its
securities, but does not contain all the information set forth in the
Registration Statement and the Exhibits thereto filed with the Commission under
the Securities Act of 1933, as amended, to which reference is made. Any summary
from the Exhibits contained in this Prospectus is necessarily incomplete and
must not be considered as a full statement of the provisions of such
instruments.
9
<PAGE>
WATER-JEL TECHNOLOGIES, INC.
849,789 Shares of Common Stock, 176,596 Class A Warrants,
and 176,596 Class B Warrants
----------------------
PROSPECTUS
----------------------
February _, 1996
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof.
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered under this post-effective amendment are estimated as
follows:
Blue sky qualification fees and expenses.... $ 2,000
Legal Fees and expenses..................... 9,000
Accountant's fees and expenses.............. 2,000
Miscellaneous............................... 1,400
--------
Total....................................... $ 14,400
Item 15. Indemnification of Directors and Officers.
(a) Sections 721 through 726 of the New York Business Corporation Law (the
"NYBCL") provide, in general, that (i) in the case of a derivative action, any
person made a party to any action by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Registrant, may be indemnified
by the Registrant against the reasonable expenses, including attorney's fees,
actually and necessarily incurred by him in connection with the defense of such
action or an appeal therein except in relation to matters as to which such
director or officer is adjudged to have breached his duty to the Registrant
under Section 717 of the NYBCL, and (ii) in the case of a non-derivative action,
any person made or threatened to be made a party to any action, whether civil or
criminal, by reason or the fact that he, his testator or intestate, is or was a
director or officer of the Registrant or served another corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity at the request of the Registrant may be indemnified by the
Registrant against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney's fees, actually and necessarily incurred by him as
a result of such action or an appeal therein if such officer or director acted
in good faith, for a purpose which he reasonably believed to be in, or in the
case of service for such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the Registrant, and, in addition, in criminal actions or proceedings had no
reasonable cause to believe that his conduct was unlawful.
(b) Registrant's certificate of incorporation has been amended to permit
certain limitations on the grounds upon which a director may be personally
liable to Registrant or any shareholder for damages for breach of fiduciary duty
as a director to the full extent permitted by the New York Business Corporation
Law.
(c) Registrant's by-laws, as amended, permit the indemnification of
directors and officers in connection with both derivative and non-derivative
actions, to the full extent permitted by the New York Business Corporation Law.
Article 12 of the by-laws, as amended, reads:
A. The Company shall, to the fullest extent permitted by applicable law as
the same exists or may hereafter be in effect, indemnify any person who is or
was or has agreed to become director or officers of the Company and who is or
was made or threatened to be made a party to or is involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right of the
Company to procure a judgment in its favor and an action by or in the right of
any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
which such person is serving, has served or has agreed to serve in any capacity
at the request of the Company, by reason of the fact that he or she is or was or
has agreed to
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become a director or officer of the Company, or is or was serving or has agreed
to serve such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity against judgments, fines,
amounts paid or to be paid in settlement, taxes or penalties and costs, charges
and expenses, including attorney's fees, incurred in connection with such action
or proceeding or any appeal therein, provided, however, that no indemnification
shall be provided to any such person if a judgement or other final adjudication
adverse to the director or officer establishes that (i) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and in either case, were material to the cause of action so adjudicated, or (ii)
he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled. The benefits of this Paragraph A shall
extend to the heirs and legal representatives of any person entitled to
indemnification under this Paragraph.
B. The Company may, to the extent authorized from time to time by the Board
of Directors, or by a committee comprised of members of the Board of members of
management as the board may designate for such purpose, provide indemnification
to employees or agents of the Company who are not officers or directors of the
Company with such scope and effect as determined by the Board, or such
committee.
C. The Company may indemnify any person to whom the Company is permitted by
applicable law to provide indemnification or the advancement of expenses,
whether pursuant to rights granted pursuant to, or provided by, the New York
Business Corporation Law or other rights created by (i) a resolution of
shareholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-laws
authorize the creation of other rights in any such manner. The right to be
indemnified and to the reimbursement or advancement of expenses incurred in
defending a proceeding in advance of its final disposition authorized by this
Paragraph C shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-laws, agreement, vote of shareholders or disinterested
directors or otherwise.
D. the right to indemnification conferred by Paragraph A shall, and any
indemnification extended under Paragraph B or Paragraph C may, be retroactive to
events occurring prior to the adoption of this Article XII, to the fullest
extent permitted by applicable law.
E. This Article XII may be amended, modified or repealed either by action
of the Board of Directors of the Company or by the vote of the shareholders.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, or otherwise, Registrant
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 Registrant of expenses paid or
incurred by a director, officer or controlling person of 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, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to the 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.
Item 16. Exhibits.
(4) (a) Form of Common Stock (1)
(4) (b) Form of Class A Warrant (2)
(4) (c) Form of Warrant Agreement (2), as amended (3)
(5) Opinion of Oscar D. Folger*
(23) (a) Consent of Holtz Rubenstein & Co.*
(23) (b) Consent of Oscar D. Folger (included in Exhibit 5)
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<PAGE>
- -----------
* Filed herewith
(1) Incorporated by reference from the Company's Registration Statement on Form
S-18, File No. 2-90512-NY, initially filed with the Commission on April 12,
1984.
(2) Incorporated by reference from the Company's Registration Statement on Form
S-1, File No. 33- 23910, initially filed with the Commission on August 23, 1988.
(3) Incorporated by reference from Post-effective Amendment No. 8 on Form S-3 to
the Company's Registration Statement, File No. 33-23910, filed with the
Commission on February 20, 1996.
Item 17. Undertakings
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 of 1933;
(ii) To reflect in the prospectus any fact 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 the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the high and low and 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(3) 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.
(4) That for purposes of determining any liability under the Securities Act
of 1933, each filing of Registrant's annual report pursuant to Section 13(a) or
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
WATER-JEL TECHNOLOGIES, INC. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Carlstadt, New Jersey, on February 27, 1996.
WATER-JEL TECHNOLOGIES, INC.
By /s/ Peter D. Cohen
Peter D. Cohen, President, Chief
Executive Officer, Treasurer and
Director (Chief Operating Officer
and Chief Financial and Accounting
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Peter D. Cohen, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
pre-effective and post-effective amendments to the Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Peter D. Cohen President, Chief Executive 2/27/96
(Peter D. Cohen) Officer, Treasurer and
Director and Chief Financial
and Accounting Officer
/s/ Yitz Grossman Director and Secretary 2/27/96
(Yitz Grossman)
/s/ Werner Haase Director 2/27/96
(Werner Haase)
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<PAGE>
Exhibit 5
February 27, 1996
Water-Jel Technologies, Inc.
243 Veterans Boulevard
Carlstadt, New Jersey 07072
Gentlemen:
We have acted as counsel to Water-Jel Technologies, Inc., a
New York corporation (the "Company") in connection with the
registration and sale by certain Selling Shareholders (which include
the undersigned) of 849,789 shares of Common Stock, $.08 par value,
176,596 Class A Redeemable Warrants, and 176,596 Class B Redeemable
Warrants (the "Securities") which are the subject of a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the
"Act"). As counsel to the Company we have examined and relied upon the
original or copies, certified of otherwise identified to our
satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary in order to render the
following opinion.
Based upon the foregoing, we are of the opinion that the
Securities to be issued by the Company are duly authorized and, when
issued and paid for in accordance with their terms as described in the
Registration Statement, will be validly issued, fully paid and
nonassessable.
We are aware that we are referred to under the caption "Legal
Matters" in the Prospectus included in the Registration Statement and
we hereby consent to such reference to us and to the filing of this
opinion as Exhibit 5 to the Registration Statement. In giving such
consent, however, we do not hereby imply or admit that we are within
the category of persons whose consent is required under Section 7 of
the Act or under the General Rules and Regulations of the Securities
and Exchange Commission adopted thereunder.
Very truly yours,
/s/ Oscar D. Folger
Oscar D. Folger
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<PAGE>
Exhibit 23(a)
HOLTZ RUBENSTEIN & CO., LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated December 1, 1995 appearing in
Water-Jel Technologies, Inc.'s annual report on Form 10-KSB for the fiscal year
ended August 31, 1995 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
/s/ Holtz Rubenstein & Co., LLP
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
February 27, 1996
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