<PAGE> 1
As filed with the Securities and Exchange Commission
on December 14, 1995
Registration No. 2-86149
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
(Conformed to the requirements of a Form S-3)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELVAC CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 2844 22-2408186
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
James J. Leonard
Selvac Corporation
221 Boston Post Road
Marlboro, MA 01752
(508) 481-9495
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Alan J. Bernstein
Holtzmann, Wise & Shepard
45th Floor
1271 Avenue of the Americas
New York, New York 10020
(212) 554-8000
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Post-Effective Amendment No. 3 to the
Registration Statement becomes effective. [x]
The Registrant hereby amends this Post-Effective Amendment No. 3 to the
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 Post-Effective Amendment No. 3 to the
Registration Statement shall thereafter becomes effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Post-Effective
Amendment No. 3 to the Registration Statement shall become effective on such
date as the Commission acting pursuant to said Section 8(a), may determine.
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]
If this Form is filed to registered 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. [ ]
<TABLE>
SELVAC CORPORATION
Cross-Reference Sheet Pursuant to Rule 404(a)
and Item 501(b) of Regulation S-K
<CAPTION>
Form S-3 Item Number and Caption Caption in Prospectus
<S> <C> <C>
1. Forepart of the Registration Cover Page
Statement and Outside Front Cover
Page of Prospectus
2 Inside Front and Outside Back Cover Inside Front and Outside Back
Pages of Prospectus Cover Pages of Prospectus;
Available Information
3. Summary Information, Risk Factors The Company; Risk Factors
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Cover Page
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Legal Matters, Experts
Counsel
11. Material Changes Recent Developments
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position Not Applicable
on Indemnification
</TABLE>
Subject to Completion, Dated December 14, 1995
PROSPECTUS
SELVAC CORPORATION
881,218 SHARES
COMMON STOCK (par value of $.01 per share)
Purchasable on Exercise of 881,218 Common Stock Purchase Warrants
The shares of Common Stock, par value $.01 per share (the "Common Stock"), of
Selvac Corporation ("Selvac"), offered by this Prospectus may be purchased upon
exercise of outstanding Common Stock Purchase Warrants (the "Warrants")
expiring at the close of business on December 7, 1996 (the "Expiration Date").
Each Warrant is currently exercisable and entitles the holder to purchase one
share of Common Stock at $1.25 per share until the Expiration Date. The
Warrants and shares of Common Stock issuable upon exercise of the Warrants are
fully transferable and may be traded in the over-the-counter market.
There are 881,218 shares of Common Stock issuable upon the exercise of 881,218
Warrants which were components of the Units ("Units") offered pursuant to the
Company's Prospectus dated December 6, 1983. Each Unit consisted of (a) four
shares of Common Stock and (b) Warrants entitling the holder to purchase four
shares of Common Stock for $1.00 per share on or before December 5, 1988. The
expiration date of the Warrants has been extended several times by the Company
and has most recently been extended to the close of business on December 7,
1996. In connection with a prior extension of the Expiration Date, the
exercise price of the Warrants was increased to $1.25 per share. The Company
will receive the exercise price of the exercised portion of the Warrants.
The closing bid price of the Common Stock quoted on the Nasdaq Small Cap
Market under the symbol SLVC on December 11, 1995 was $1.50.
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 MISREPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December 14, 1995.
<PAGE>2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information may
be inspected and copies at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 10549 and at the
following regional offices: Room 1102, Jacob K. Javits Federal Building,
26 Federal Plaza, New York, New York 10278 and Room 1204, Everett McKinley
Dirksen Building, 219 S. Dearborn St., Chicago, Illinois 60604. Copies of such
material may be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
reports, proxy statements and other information may also be inspected at the
offices of the National Association of Securities Dealers Automated Quotation
System. This Prospectus does not contain all the information set forth in the
Registration Statement, as amended, and the exhibits thereto filed by the
Company with respect to the offering made hereby. Copies of such Registration
Statement are available from the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission are incorporated by reference
in this Prospectus.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ending
August 31, 1995.
(3) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of
the Shares covered by this Prospectus shall be deemed to be
incorporated by reference into this Prospectus and to be a part
hereof from the date of filing such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the
written or oral request, a copy of any or all of the documents referred to
above which have been incorporated herein by reference (not including
exhibits to such documents such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be directed to
the Company at 221 Boston Post Road, Marlboro, MA 01752.
<PAGE>3
THE COMPANY
The Company is in the business of marketing and distributing "Finally
Free"-trademark a personal care device for removing unwanted facial or body
hair by radio frequency and Finally Firm, a skin care product.
The Company was organized under the laws of Delaware on June 28, 1982
and has its principal executive office at 221 Boston Post Road, Marlboro,
Massachusetts. The telephone number is (508) 481-9495.
RISK FACTORS
IN EVALUATING AN INVESTMENT IN THE COMPANY, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE FOLLOWING CONSIDERATIONS IN ADDITION TO THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS.
DEPENDENCE ON SINGLE PRODUCT; DECLINING SALES; UNCERTAINTY OF PRODUCT
DEVELOPMENT. Virtually all of the Company's revenues are derived from the
sale of its Finally Free hair removal product. For the years ended May 31,
1994 and 1995, sales of Finally Free represented 99.1% and 99.7% of the
Company's net sales, respectively. Revenues derived from the sale of Finally
Free products have been declining from $3,823,000 in the 1993 fiscal year, to
$2,897,000 in the 1994 fiscal year to $2,733,000 in the 1995 fiscal year.
Although the Company is attempting to develop other products, there can be no
assurance that other products will be successfully developed and contribute to
the Company's revenues and profits or that sales of the Finally Free product
will not continue to decline.
DEPENDENCE ON FOREIGN SALES. The United States Food and Drug
Administration ("FDA") has determined that Finally Free requires pre-market
approval before it is sold, manufactured or distributed in the United States.
The Company has not obtained such approval and has no current plans to do so.
All sales of the Finally Free product are derived from foreign markets,
principally Japan and Europe. There can be no assurance that the Company will
continue to sell the Finally Free product in such markets or initiate or
expand sales substantially in other foreign markets.
DEPENDENCE ON PRINCIPAL CUSTOMERS. For the years ending May 31, 1995,
1994 and 1993, sales to the Company's principal customer, Ikeda Corporation
("Ikeda") represented 76%, 68% and 36% of the Company's total sales,
respectively and sales to Impromedia S.L., ("Impromedia") the Company's next
biggest customer represented 10%, 25% and 0% of the Company's total sales,
respectively. The loss or reduction of sales to Ikeda, and to a lesser extent,
Impromedia, would have a material adverse effect on the financial condition
of the Company.
<PAGE>4
UNCERTAIN IMPACT OF PROPOSED MERGER AND CHANGE IN CONTROL. The Company
has executed a letter of intent whereby the Company will be combined with
Classy Lady by Mehl of Puerto Rico, Inc. ("Classy Lady"). See "Recent
Developments." This transaction is subject to execution of a definitive
agreement and there can be no assurance that it will be consummated. Further,
there can be no assurance that if the proposed transaction is completed that
the hair removal products for which Classy Lady has certain patent rights can
be commercially developed and marketed and sold profitably or that the business
combination will otherwise have a positive effect on the financial condition
and business prospects of the Company. In addition, the proposed transaction
with Classy Lady, if consummated, would result in a majority of the Company's
Common Stock being owned by the present shareholders of Classy Lady, resulting
in a change of control of the Company. Management of the Company is unable to
predict the impact of such a change in control on the business prospects and
financial condition of the Company.
FUTURE NEED FOR CAPITAL. Management of the Company anticipates that if
the Classy Lady transaction is consummated, commercial exploitation of Classy
Lady's patent rights will require substantial additional capital. There can
be no assurance that additional capital requirements will be available on
acceptable terms or at all. Future financings could have dilutive effect on
the Company's shareholders.
DEPENDENCE ON KEY PERSONNEL. The Company's success is dependent on
certain key management personnel. Competition for qualified employees is
intense, and the loss of such key personnel, or the inability to attract and
retain the additional highly skilled employees required for the Company's
activities, could adversely affect its business.
RISK OF COMPETITION WITH COMPETITORS HAVING SUBSTANTIALLY GREATER
RESOURCES. There are several companies that offer the hair removal products
sold by the Company in other formats and which compete with the Company.
Many of such other companies have established markets, product history, and
substantially larger sales and service organizations and financial strength
than the Company.
RISK OF PRODUCT LIABILITY. The Company may be subject to claims for
personal injuries or other damages resulting from its products or services.
There can be no assurance that the Company's product liability insurance will
be sufficient to protect the Company against liability that could have a
material adverse effect on the Company.
NO ASSURANCE OF SUSTAINED PUBLIC MARKET. The Company's Common Stock is
quoted on the NASDAQ Small Cap Market. There has been only a limited public
market for the Company's Common Stock and no market recently for the Company's
Warrants. In the absence of a sustained public trading market, an investor
may be unable to sell the Common Stock receivable upon exercise of the
Company's Warrants.
<PAGE>5
RECENT DEVELOPMENTS
On October 11, 1995, the Company and Classy Lady of Mehl of Puerto Rico,
Inc., a privately-held company, signed a non-binding letter of intent to
reorganize and combine both companies. Pursuant to the letter of intent, the
Company will issue 15 million additional shares of its Common Stock to acquire
the assets or shares of Classy Lady. The letter of intent also provides for a
payment of a post-combination earn-out based on a formula to be negotiated by
the parties. The Company will be re-named Mehl/Biophile International
Corporation and Thomas L. Mehl, Sr., a principal shareholder of Classy Lady,
will be Chairman of the Board and Chief Executive Officer.
The proposed combination would result in the present shareholders of
Classy Lady owning a majority of the Company's Common Stock, representing a
change of control of the Company. The letter of intent provides that upon
completion of the business combination, a majority of the Company's Board of
Directors would be designated by the Classy Lady shareholders.
The Company and Thomas L. Mehl, Sr. have had a long-term relationship
since 1985 on the Finally Free-trademark hair removal system patented by
Mr. Mehl. Thomas L. Mehl, Sr. has been granted additional patents and has
patents pending involving hair removal products for the consumer hair removal
market. These patents and patents pending cover new multiple hair removal
techniques for the consumer and are licensed exclusively to Classy Lady.
Dr. Nardo Zaias, a dermatologist and principal shareholder of Classy Lady,
has been granted a United States patent covering laser hair removal techniques
for the professional hair removal market. Dr. Zaias has exclusively licensed
his laser hair removal patent to Classy Lady.
The proposed acquisition is subject, among other conditions, to negotiation
of a definitive agreement and completion of each party's due diligence
investigations. Although an agreement in principal has been reached, there can
be no assurance that a final agreement will be consummated.
USE OF PROCEEDS
The proceeds of this offering, consisting of the $1,101,522 to be received
upon exercise of 881,218 Warrants by the public (assuming exercise of all
outstanding warrants) less payment of other estimated expenses of the offering
($25,000), will be approximately $1,076,522. The Company does not know exactly
when and if the proceeds will be received between the date of this Prospectus
and the Expiration Date. These proceeds will be used for working capital and
general corporate purposes.
<PAGE>6
PRINCIPAL SHAREHOLDERS
On November 22, 1995, the Company had outstanding 13,920,526 shares of
Common Stock, 21,500 shares of Series A Preferred Stock and 21,500 shares of
1985 Series Preferred Stock.
The following table sets forth the name and address, number of shares
beneficially owned and percent of the class those shares represent for each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, Series A Preferred Stock or 1985 Series Preferred
Stock as of November 22, 1995.
<TABLE>
<CAPTION>
Name and Address Shares
of Beneficial Beneficially Percent
Title of Class Owner Owned of Class
<C> <C> <C> <C>
Common Stock Optivest Technologies Corp. 850,000 (1) 6.11%
151 East Main St.
Ramsey, NJ 07446
James J. Leonard 1,768,000 (2) 12.70%
151 East Main St.
Ramsey, NJ 07446
Allan Borkowski 1,003,651 (3) 7.21%
1 Horizon Road
Fort Lee, NJ 07024
Series A Preferred Alan H. Minion 3,000 13.95%
Stock 1530 Palisades Ave.
Fort Lee, NJ 07024
Stanley Youdelman 2,000 9.30%
261R Old Mill Pass
James, NY 11780
1985 Series Robert W. Bull 5,000 23.26%
Preferred Stock 44 Wyldewood Road
Easton, CT 06612
Bruce Anton 2,000 9.30%
175 Bergen Blvd.
Fairview, NJ 07222
Harvey Anton 2,000 9.30%
175 Bergen Blvd.
Fairview, NJ 07222
Harold Gelb, DMD, P.C., 2,000 9.30%
Pension Plan
635 Madison Ave.
New York, NY 10022
Paul W. Hartloff, Jr. 2,000 9.30%
P.O. Box 1260
Santa Barbara, CA 93102
</TABLE>
<PAGE>7
On November 22, 1995 all officers and directors of the Company, a group
of six persons, owned beneficially 4,213,072 shares which represents 30.27% of
the outstanding shares of Common Stock.
(1) Does not include shares held by Allan Borkowski who is Chief Executive
Officer and Chairman of Optivest Technologies Corp. ("Optivest").
(2) Includes 140,000 shares held by Mr. Leonard's two sons, in which he
disclaims any beneficial interest. Also includes 800,000 shares held
by Friedman, Manger & Co., Inc., of which company Mr. Leonard is a
principal. Does not include shares owned by Optivest, of which Mr.
Leonard is President and Director.
(3) Includes certain shares owned by Mr. Borkowski's family; (a) 115,500
shares of Common Stock, (b) 1,500 shares of Series A Preferred Stock
convertible into 24,000 shares of Common Stock and (c) 2,000 of 1985
Series Preferred Stock convertible into 32,000 shares of Common Stock.
Mr. Borkowski disclaims any beneficial interest in the securities owned
by his family. Does not includes shares owned by Optivest.
<PAGE>8
CERTAIN TRANSACTIONS
At May 31, 1995, CDF Acquisitions Corp. ("CDF"), a company owned one third
each by Michael Freedman, formerly President, Chief Operating Officer and a
director of Selvac, Donald Duberstein, a director of Selvac, and Bernard
Condelli, former Chief Financial Officer of Selvac, is indebted to Selvac for
$350,000 plus accrued interest of $95,833 at a floating interest rate fixed
annually at the prime rate, under a promissory note arising from the May 31,
1991 transaction whereby Selvac sold the business and assets of Beauty
Resources of Delaware, Inc. to CDF. The maximum unpaid principal and accrued
interest on this note during the year ended May 31, 1995 was $445,833.
In June 1995, the note was renegotiated and the Company received $112,500
in cash and 200,000 shares of its own common stock, valued at $37,500, which
are to be applied towards the outstanding principal balance. Under the new
agreement, the remaining outstanding principal balance is payable in four
installments of $50,000 in December 1995, 1996, 1997 and June 1998. Accrued
interest at May 31, 1995, plus additional interest at 9% through June 1996 and
7% thereafter is payable at $50,000 in December 1996 with the remaining
outstanding balance due in December 1997.
<PAGE>9
MANAGEMENT
Information Concerning Directors and Officers
The following information sets forth the names of the directors and
officers of the Company including their positions with the Company, their
principal occupation for the past five years, their ages, the name of other
public corporations of which they are directors, the number of shares of
Common Stock of the Company owned by them and the percentage of the class
those shares represent.
<TABLE>
<CAPTION>
Position with Shares Director Percent
Name the Company Owned Since of Class
<C> <C> <C> <C> <C>
Allan Borkowski, Chairman of the Board 1,003,651 (1) 1982 7.21%
age 54 & Chief Financial
Officer
James J. Leonard, Director, President 1,768,000 (2) 1989 12.70%
age 48 and Chief Executive
Officer
Paul W. Hartloff,Jr.Director and Secretary 151,000 (3) 1989 1.08%
age 62
Donald Duberstein Director 677,000 (4) 1989 4.86%
age 44
Joseph J. Saviano Director 411,266 1986 2.95%
age 64
Stanley Youdelman Director 202,166 (5) 1982 1.45%
age 55
</TABLE>
(1) Includes certain shares owned by Mr. Borkowski's family: (a) 115,500
shares of Common Stock, (b) 1,500 shares of Series A Preferred Stock
convertible into 24,000 shares of Common Stock and (c) 2,000 shares of
1985 Series Preferred Stock convertible into 32,000 shares of Common
Stock. Mr. Borkowski disclaims any beneficial interest in the
securities owned by his family. Does not include shares owned by
Optivest Technologies Corp. ("Optivest"), of which Mr. Borkowski is
Chief Financial Officer and a Director.
(2) Includes 140,000 shares held by Mr. Leonard's two sons, in which he
disclaims any beneficial interest. Also includes 800,000 shares held
by Friedman, Manger & Co., Inc. of which company Mr. Leonard is a
principal. Does not include shares owned by Optivest, of which Mr.
Leonard is President and Director.
<PAGE>10
(3) Includes (a) 2,000 shares of 1985 Series Preferred Stock convertible
into 32,000 shares of Common Stock and (b) 36,000 shares held by a
trust in which Mr. Hartloff had voting power but no other beneficial
interest.
(4) Includes 76,500 shares of Common Stock owned by Mr. Duberstein's wife,
and 125,000 by his wife as trustee for their children under the New
York Uniform Gift to Minors Act.
(5) Includes 32,000 shares of Common Stock issuable upon the conversion of
Series A Preferred Stock. Does not include 24,000 shares of Common
Stock and 500 shares of 1985 Series Preferred Stock held by Mr.
Youdelman's spouse of which Mr. Youdelman disclaims beneficial interest.
Allan Borkowski has been the Chairman since the Company's inception and
Chief Financial Officer since July 1989. He was Chief Executive Officer from
inception of the Company to July 1, 1992. Since June, 1982 he has been
Chairman and Chief Executive Officer of Optivest Technologies Corp.
James J. Leonard became Chief Executive Officer on July 1, 1992 and
President of the Company on September 14, 1993. For over five years, prior
to June 30, 1989, he was the principal stockholder and president of Friedman,
anger & Co., Inc. an investment banking firm. He is also President of JJL
Consultants, Inc., a financial investment company, and since July of 1989 he
has been President and Director of Optivest Technologies Corp.
Donald Duberstein, real estate developer, has, for more than five years,
been President of Gentry Properties Ltd., White Plains, New York, which
constructs houses principally in Westchester County, New York. He is also
President of IMCO Realty Corp. of White Plains, a real estate broker.
Paul W. Hartloff, Jr., an attorney, became Secretary on May 17, 1993. He
has been, for more than five years, a senior partner of the law firm of Schramm
& Raddue, Santa Barbara, California. He is a Director of Circon Corporation.
Joseph J. Saviano has for more than five years been a private investor and
real estate developer and manager. Mr. Saviano was President of Mehl
International Corporation and Nutrolysis International Corporation prior to
their acquisition by the Company in April 1985. Mr. Saviano is the President
of the new Alliance Insurance Company of Florida.
Stanley J. Youdelman, D.D.S., has been an oral and maxillofacial surgeon
for more than 20 years. He is chief of Oral Surgery at St. John's Episcopal
Hospital in Smithtown, New York. He is also professor of Clinical Dentistry at
the Dental School of the Stony Brook Division of the State University of New
York, and past president of the Suffolk Academy of Medicine as well as the
Suffolk County Dental Society. Dr. Youdelman is the Chief Financial Officer
of North Shore Surgicenter, Long Island, New York and a director of Vicon Fiber
Optics Corp.
<PAGE>11
Executive Compensation
James J. Leonard, Chief Executive Officer of the Company received salary
payments of $75,000 for each of the fiscal years ended May 31, 1995, 1994 and
1993, constituting his sole compensation from the Company for these periods.
No executive officer of the Company received a total salary and bonus in excess
of $100,000 for any of the years in the three year period ending May 31, 1995.
Compliance with Section 16(a)
of the Securities Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
executive officers and directors of the Company and persons who own more
than ten percent of the Company's Common Stock, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Such
executive officers, directors and greater than ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(b) forms they file.
Based solely on review of the copies of such forms furnished to the
Company and other information which has been made available to Company, the
Company believes that during the year ended May 31, 1995, all Section 16(a)
filing requirements applicable to the executive officers and directors of the
Company and greater than ten-percent beneficial owners were complied with.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Holtzmann, Wise & Shepard, 1271 Avenue of the Americas, 45th
Floor, New York, New York 10020.
EXPERTS
The financial statements of the Company for the years ending May 31, 1995
and 1994 appearing in this Prospectus and Registration Statement have been
audited by Bond, Andiola & Company, as set forth in their respective reports
thereon appearing elsewhere herein and in the Registration Statement, and are
included in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
<PAGE>12
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Legal Fees and Expenses* $15,000
Accountants' Fees* $5,000
Miscellaneous $5,000
Total Expenses $25,000
* Estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation may indemnify any director made a party
to any proceeding by reason of service in that capacity if the director acted
in good faith, and if the director reasonably believed, in the case of conduct
in the director's official capacity with the Corporation, that the conduct was
in the best interests of the Corporation; in all other cases, that the conduct
was at least not opposed to the best interests of the Corporation; that the
conduct was in the best interests of the interests of the Corporation; and in
any criminal proceeding, had no reason to believe the conduct was unlawful.
The Company's Certificate of Incorporation provides that:
No director of the Corporation shall be liable to the
Corporation or 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 Corporation or its
Stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the
law; (iii) for the payment of unlawful dividends or unlawful stock
repurchases or redemptions under Section 174 of the Delaware
General Corporation Law; or (iv) for any transactions from which
the Director derived an improper/personal benefit.
Section VI of the By-laws of the Company contain the following provisions:
SECTION 1. GENERAL. The Corporation shall indemnify any person
who is or was a party to or is threatened to be made a party to
any threatened, pending, or contemplated action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including
reasonable attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, to the extent, and subject
to the conditions prescribed by statute and by such rules and
regulations, not inconsistent with statute, as the Board of
Directors may in its discretion impose in general or particular
cases or classes of cases.
<PAGE>13
SECTION 2. RIGHTS NOT EXCLUSIVE. The indemnification provided
by this Article VI shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled
under any law, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
SECTION 3. INSURANCE. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted by him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.
Item 16. Exhibits.
3 Certificate of Incorporation of Selvac and all Amendments.
(Filed as Exhibit 3-a to Amendment No. 1 to the
Registration Statement and incorporated herein by
reference)..
3-b By-laws of Selvac. (Filed as Exhibit 3-b to Amendment No.
1 to the Registration Statement and incorporated herein
by reference).
4-b Warrant Agreement (Filed as Exhibit 4-b to the
Registration Statement and incorporated herein by
reference).
5 Opinion of Holtzmann, Wise & Shepard as to Legality of
Securities Offered (Filed as Exhibit 5 to the Registration
Statement and incorporated by reference)
23-a Consent of Bond, Andiola & Company
23-b Consent of Holtzmann, Wise & Shepard (the consent of
counsel is contained in their opinion)
<PAGE>14
Item 17. Undertakings.
(a) 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 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;
(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 (a)(1)(i) and (a)(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 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.
(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 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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 herein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the 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 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 Act will be
governed by the final adjudication of such issue.
<PAGE>15
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 or amendments thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York on December 12, 1995.
SELVAC CORPORATION
(Registrant)
By: S/ James J. Leonard
James J. Leonard, President
and Chief Executive Officer
The undersigned hereby appoint Allen Borkowski and James J. Leonard and any of
them as the proxy, agent and attorney-in-fact to execute and sign any and all
amendments to this registration statement in the capacities set forth after
their respective names below.
Pursuant to the requirements of the Securities Act of 1934, this registration
statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature and Title Date
S/ Allen Borkowski December 12, 1995
Allen Borkowski
Chairman of the Board
and Chief Financial Officer
S/ James J. Leonard December 12, 1995
James J. Leonard
Director , President and
Chief Executive Officer
S/ Paul W. Hartloff December 12, 1995
Paul W. Hartloff, Jr.
Director and Secretary
S/ Joseph J. Saviano December 12, 1995
Joseph J. Saviano
Director
S/ Stanley Youdelman December 12, 1995
Stanley Youdelman, D.D.S.
Director
S/ Donald Duberstein December 12, 1995
Donald Duberstein
Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
23-a CONSENT OF BOND, ANDIOLA & COMPANY
EXHIBIT 23-a
ACCOUNTANTS' CONSENT
We consent to the reference to our report dated July 13, 1995, on the 1995
and 1994 financial statements of the Registrant, and to the reference to our
Firm under the heading "Experts" in the Post-Effective Amendment No. 3 to
Form S-1.
December 13, 1995 S/BOND, ANDIOLA & COMPANY
