As filed with the Securities and Exchange Commission on September 6, 2000
Registration No. 333-44942
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT #1
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDTOX SCIENTIFIC, INC.
(Name of Registrant as specified in its Charter)
Delaware 95-3863205
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Medtox Scientific, Inc.
402 West County Road D
St. Paul, Minnesota 55112
(651) 636-7466
(Address and Telephone Number of Registrant's Principal Executive Offices)
-------------------------------------------------------------------------------
James B. Lockhart, CFO
Medtox Scientific, Inc.
402 West County Road D
St. Paul, Minnesota 55112
(651) 636-7466
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Robert R. Ribeiro, Esq.
Julius M. Davidson, Esq.
Fredrikson & Byron, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
(612) 347-7000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors and as Selling Shareholders
shall 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 to be offered on
a delayed or continuous basis, pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
If this Form is filed to register additional securities of 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, please 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: [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
--------------------------- ------------------------ ------------------------ ------------------------- ----------------------
Common Stock (par value 567,652 shares $10.81 $6,136,318 $1,620
$0.15 per share)
--------------------------- ------------------------ ------------------------ ------------------------- ----------------------
Common Stock (par value 649,230 shares $12.50 $8,115,375 $2,142
$0.15 per share)
underlying warrants
--------------------------- ------------------------ ------------------------ ------------------------- ----------------------
Common Stock (par value 102,500 shares $8.75 $896,875 $237
$0.15 per share)
underlying options
--------------------------- ------------------------ ------------------------ ------------------------- ----------------------
TOTAL 1,319,382 shares $15,148,568 $3,999
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
Registration fee of $3,999 was previously paid on August 31, 2000.
(2) Together with such number of indeterminate number of securities to be
offered as a result of any judgment from stock splits, stock dividends,
exercise price adjustments or similar events.
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, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to aforesaid
Section 8(a), may determine.
<PAGE>
PROSPECTUS
MEDTOX SCIENTIFIC, INC.
1,319,382 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 1,319,382 shares
of Common Stock (the "Shares"), par value $.15 per share, of Medtox Scientific,
Inc., a Delaware corporation (the "Company" or "Medtox"), that may be offered
and sold from time to time by the shareholders described herein under "Selling
Shareholders." These Shares include 649,230 shares underlying warrants held by
the Selling Shareholders and 102,500 shares underlying options held by the
Selling Shareholders. The Selling Shareholders may offer their Shares from time
to time through or to brokers or dealers on the American Stock Exchange at
market prices prevailing at the time of sale or in one or more negotiated
transactions at prices acceptable to the Selling Shareholders. The Company will
not receive any proceeds from the sale of Shares by the Selling Shareholders.
See "How the Shares May Be Distributed."
The Company will bear all expenses of the offering (estimated at
$18,999), except that the Selling Shareholders will pay any applicable
underwriter's commissions and expenses, brokerage fees or transfer taxes.
Medtox's Common Stock is traded on the American Stock Exchange under
the symbol of "TOX." The closing sale price of the Medtox Common Stock on August
21, 2000 was $10.88 per share.
The Common Shares offered by this Prospectus are speculative and
involve a high degree of risk. See "Risk Factors" beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is September 8, 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the public reference room at Judiciary Plaza
Building, 450 Fifth Street, NW, Room 1024, Washington, DC 20549. You should call
1-800-SEC-0330 for more information on the public reference room. The Securities
and Exchange Commission maintains an internet site at http://www.sec.gov where
information regarding issuers (including Medtox) may be found.
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (Registration No. 333-44942). The
registration statement contains more information than this prospectus regarding
Medtox and its common stock, including exhibits and schedules. You can get a
copy of the registration statement at the address listed above or from the
internet site.
The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information we file with the Securities and Exchange Commission
in other documents. This means that we can disclose important information to you
by referring to other documents that contain that information. The information
may include documents filed after the date of this prospectus which update and
supersede the information you read in this prospectus. We incorporate by
reference the documents listed below, except to the extent information in those
documents is different from the information contained in this prospectus, and
all future documents filed under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we terminate the offering of these shares:
o Annual Report on Form 10-K for the Year ended December 31, 1999
o Quarterly Reports on Form 10-Q for the Quarters ended March 31, 2000
and June 30, 2000
o Registration Statement on Form 8-A describing the common stock
You may request a copy of these documents, at no cost, by writing to:
MEDTOX Scientific, Inc.
Attention: Chief Financial Officer
402 West County Road D
St. Paul, MN 55112
Phone: 651.636.7466
Fax: 651.628.6102
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Medtox has not
authorized anyone else to provide you with different information. Medtox is not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.
<PAGE>
COMPANY SUMMARY
Medtox Scientific, Inc., a Delaware corporation, was organized in
September, 1986 to succeed to the operations of a predecessor California
corporation. Medtox Scientific, Inc. and its subsidiaries, Medtox Laboratories,
Inc. and Medtox Diagnostics, Inc., are referred to in this document as the
"Company." Medtox Laboratories, Inc. is a toxicology laboratory which provides
forensic toxicology, clinical toxicology, and heavy metals analyses. Medtox
Diagnostics, Inc. develops, manufactures and markets on-site diagnostic and
screening tests which are used to detect substances in humans, foodstuffs,
animals, feed and the environment.
RISK FACTORS
You should consider carefully the following risk factors, along with
the other information contained in or incorporated by reference in this
prospectus, in deciding whether to invest in our securities.
1. We Have Accumulated a Deficit From Net Losses and Cannot Be Certain
of Future Profitability. From June 1983 through December 31, 1999, the Company
accumulated approximately $47 million in losses from operations. Although the
Company earned money during 1997 and 1999, the Company could lose money in the
future.
2. We Have Incurred Debt to Finance Our Operations. On January 14,
1998, the Company entered into a Credit Security Agreement (the "Wells Fargo
Credit Agreement") with Wells Fargo Business Credit. The Wells Fargo Credit
Agreement, as amended, consists of (i) a term loan of $3,185,000, bearing
interest at prime + 1.25%; (ii) an overadvance term loan of $1,350,000, bearing
interest at prime + 4%; (iii) a revolving line of credit equal to the lesser of
$6,000,000 or 85% of the Company's eligible trade accounts receivable, bearing
interest at prime + 1%; and (iv) a note of up to $1,800,000, for the purchase of
capital equipment bearing interest at prime + 1.25%.
As of June 30, 1999 the Company received $575,000 from selling
subordinated debt. The notes require payment of the principal amount on December
31, 2001. Interest at 12% per annum is paid twice a year on June 30 and December
31.
There can be no assurance that the Company can operate
profitably in the future. Losses could impair the Company's ability to pay its
debts.
3. The Company's Products Could Become Outdated. Modern biotechnology
has changed and continues to change very quickly. The Company requires adequate
financial resources in order to maintain a competitive position with respect to
its technology and to continue to attract and retain qualified technical
personnel. These financial resources may be unavailable. The Company focuses its
research and development resources on those products which it believes will most
quickly maximize revenue. There can be no guarantee that future technological
developments will not cause the Company's existing or proposed products to
become outdated.
4. The Company Faces Intense Competition in Both of its Business
Segments.
a. Laboratory Services. As of December 31, 1999, approximately
66 labs, including MEDTOX, were certified by the Department of Health and Human
Services as having met the standards for Subpart C of Mandatory Guidelines for
Federal Workplace Drug Testing Programs (59 FR 29916, 29925). Competitors and
potential competitors include forensic testing units of large clinical
<PAGE>
laboratories and other independent laboratories, specialized laboratories, and
in-house testing facilities maintained by hospitals.
Competitive factors include reliability and accuracy of tests,
price structure, service, transportation and collection networks and the ability
to establish relationships with hospitals, physicians, and users of drug abuse
testing programs. It should be recognized, however, that many of the competitors
and potential competitors have substantially greater financial and other
resources than the Company.
The industry in which the Company competes is characterized by
service issues including, turn-around time of reporting results, price, the
quality and reliability of results, and an absence of patent or other
proprietary protection. In addition, since tests performed by the Company are
not protected by patents or other proprietary rights, any of these tests could
be performed by competitors. However, there are proprietary assay protocols for
the more specialized testing that are unique to the Company.
The Company's ability to successfully compete in the future
and maintain its margins will be based on its ability to maintain its quality
and customer service strength while maintaining efficiencies and low cost
operations. There can be no assurance that price competitiveness will not
increase in importance as a competitive factor in the laboratory testing
business.
b. On-Site Diagnostic Tests. The diagnostics market has become
highly competitive with respect to the price, quality and ease of use of various
tests and is changing very quickly. The Company has designed its on-site tests
as inexpensive, on-site tests for use by unskilled personnel, and has not tried
to compete with laboratory-based systems. Many large companies with greater
research and development, marketing, financial, and other capabilities, as well
as government-funded institutions and smaller research firms, are engaged in
research, development and marketing of diagnostic assays for application in the
areas for which the Company produces its products.
The Company has experienced increased competition with respect
to its immunoassay tests from systems and products developed by others, many of
whom compete solely on price. Competing technologies, such as hair and
saliva-based on-site tests, also compete with the Company's on-site tests. As
the number of firms marketing diagnostic tests has grown, the Company has
experienced increased price competition. A further increase in competition may
have a material adverse effect on the business and future financial prospects of
the Company.
5. Protection of Our Patents and Proprietary Information Could be
Inadequate. The Company holds nine issued United States patents. Eight of these
patents generally form the basis for the EZ-SCREEN and one-step technologies.
Additionally, the Company has one patent that relates to methods of using whole
blood as a sample medium on its immunoassay devices. The Company also holds
various patents in several foreign countries. The Company also holds two United
States patents which it acquired in the acquisition of Granite Technological
Enterprises, Inc. in 1986.
Of the eight U.S. patents mentioned above, which generally
form the basis for the EZ-SCREEN and one-step technologies, one expires in 2000,
one expires in 2004, five expire in 2007, and one expires in 2010. The patent
which relates to the methods of using whole blood as a sample medium expires in
2012.
There can be no assurance that there will not be a challenge
to the validity of the patents. If challenged, the Company might be required to
spend significant funds to defend its patents, and there can be no assurance
that the Company would be successful in any such action.
<PAGE>
The Company holds twelve registered trade names and/or
trademarks in reference to its products and corporate names. The trade names
and/or trademarks of the Company range in duration from ten to twenty years with
expiration dates from 2001 to 2008. Additionally, applications have been made
for additional trade names.
The Company believes that the basic technologies required to
produce antibodies are in the public domain and are not patentable. The Company
intends to rely upon trade secret protection of certain proprietary information,
rather than patents, where it believes disclosure could cause the Company to be
vulnerable to competitors who could successfully copy the Company's production
and manufacturing techniques and processes.
6. The Company's Business and Products are Subject to
Extensive Government Regulation. The Company's products and services are subject
to the regulations of a number of governmental agencies as listed below. The
Company believes that it is currently in compliance with all the regulations and
requirements of such regulatory authorities. The Company cannot predict whether
future changes in governmental regulations might significantly increase
compliance costs or adversely affect the time or cost required to develop and
introduce new products. In addition, the Company's products are or may become
subject to foreign regulations. Any failure by the Company to comply with
government regulations or requirements could have a material adverse effect on
the Company.
a. United States Food and Drug Administration (FDA). Certain
tests that the Company markets for administration to humans must be cleared by
the FDA through the 510(k) process prior to their marketing in the United
States. The 510(k) process requires the submission of information and data to
the FDA that demonstrates that the device the Company wishes to market is
substantially equivalent to a device that is already being marketed. This data
is generated by performing clinical studies comparing the results obtained using
the Company's device to those obtained using an existing test product. Although
no maximum statutory response time has been set for review of a 510(k)
submission, as a matter of policy the FDA has attempted to complete review of
510(k) submissions within 90 days. To date, the Company has received 510(k)
clearance for 11 different products and the average time for clearance was 72
days with a maximum of 141 days and a minimum of 20 days. There is no assurance
that the Company will obtain FDA approval on a timely basis for future 510(k)
submissions and failure to receive approval may have a material adverse effect
on the Company's business, financial condition and operations.
As a registered manufacturer of FDA regulated products, the
Company is subject to a variety of FDA regulations including the Good
Manufacturing Practices ("GMP") regulations which define the conditions under
which FDA regulated products are to be produced. These regulations are enforced
by FDA and failure to comply with GMP or other FDA regulations can result in the
delay of premarket product reviews, fines, civil penalties, recall, seizures,
injunctions and criminal prosecution. If the Company fails to comply with the
FDA's regulatory requirements, the Company would be subject to FDA enforcement
activities which may have a material adverse effect on the Company's business,
financial condition and operations.
b. Health Care Financing Administration (HCFA). The Clinical
Laboratory Improvement Act (CLIA) introduced in 1992 requires that all in vitro
diagnostic products be categorized as to level of complexity. A request for CLIA
categorization of any new clinical laboratory test system must be made
simultaneously with FDA 510(k) submission. The complexity category assigned to a
laboratory test system may limit the number of laboratories qualified to use the
test system thus impacting product sales. The in vitro diagnostic products
manufactured and/or sold by the Company have been categorized as moderately
complex, which permits use of the products in both physician offices and
clinical laboratories which meet certain quality control and personnel
standards. There can be no assurance that any future products will receive a
<PAGE>
favorable complexity category. Any failure to receive such favorable complexity
category may have a material adverse effect on the Company. In addition, the
laboratory at MEDTOX is a CLIA licensed laboratory.
c. United States Department of Defense (DOD). With
reclassification of the Company's contract with the DOD from UNCLASSIFIED to
SECRET, it has been necessary to establish appropriate security procedures and
facilities, including designation of a Facility Security Officer who is
responsible for overseeing the security system, including conduct of periodic
security audits by appropriate defense agencies. Additionally, the Company is
now subject to periodic audits of its accounting systems and records by the
Defense Audit Agency.
d. Drug Enforcement Administration (DEA). The primary business
of the Company involves either testing for drugs of abuse or developing test
kits for the detection of drugs/drug metabolites in urine. MEDTOX Laboratories
is registered with the DEA to conduct chemical analyses with controlled
substances. The Company's manufacturing facility in North Carolina is registered
by the DEA to manufacture and distribute controlled substances and to conduct
research with controlled substances. Maintenance of these registrations requires
that the Company comply with applicable DEA regulations. The Company's failure
to maintain the required DEA registrations would have a material adverse effect
on the Company's ability to develop and produce drug test kits and to provide
laboratory testing services thus adversely effecting the Company's business and
financial condition.
e. Substance Abuse and Mental Health Services Administration
(SAMHSA). MEDTOX Laboratories has been certified by SAMHSA since 1988. SAMHSA
certifies laboratories meeting strict standards under Subpart C of Mandatory
Guidelines for Federal Workplace Drug Testing Programs. Continued certification
is accomplished through periodic inspection by SAMHSA to assure compliance with
applicable regulations. The Company's failure to maintain SAMHSA certification
would limit the potential client base to which laboratory services could be
marketed, thus adversely impacting revenues from laboratory operations and
producing a material adverse impact on the Company.
f. Additional Laboratory Regulations. MEDTOX Laboratories and
certain of the laboratory personnel are licensed or otherwise regulated by
certain federal agencies, states, and localities in which the Company conducts
business. Federal, state and local laws and regulations require the Company,
among other things, to meet standards governing the qualifications of laboratory
owners and personnel, as well as the maintenance of proper records, facilities,
equipment, test materials, and quality control programs. In addition, MEDTOX
Laboratories is subject to a number of other federal, state, and local
requirements which provide for inspection of laboratory facilities and
participation in proficiency testing, as well as govern the transportation,
packaging, and labeling of specimens tested by either laboratory. The
laboratories are also subject to laws and regulations prohibiting the unlawful
rebate of fees and limiting the manner in which business may be solicited.
MEDTOX Laboratories receives and uses small quantities of hazardous
chemicals and radioactive materials in its operations and is licensed to handle
and dispose of such chemicals and materials. Any business handling or disposing
of hazardous and radioactive waste is subject to potential liabilities under
certain of these laws.
7. We Are Dependent on Key Personnel. Although the Company believes it
has been successful to date in recruiting and retaining qualified personnel, the
growth of the Company is dependent on its ability to continue to attract the
services of qualified executive, technical and marketing personnel. The Company
currently does not maintain any life insurance policy on any key personnel.
There can be no assurance the Company will be able to attract and retain the key
personnel it requires.
<PAGE>
8. The Company's Stock Price Could Be Volatile. Factors such as
announcement of technological innovations or new commercial products by the
Company or its competitors, governmental regulation, patent or proprietary right
developments, or public safety and health concerns may have a significant impact
on the market price of the Company's securities. In addition, resales of
securities by shareholders may add significantly to volatility. Moreover, there
has been a history in recent years of significant volatility in the market
prices for securities of biotechnology companies.
9. We Have Engaged in Transactions With Insiders. The Company has in
the past engaged in a number of material transactions with its directors and
executive officers and may engage in such transactions in the future. All such
transactions have been in the past, and will be in the future, approved by a
majority of the Company's disinterested directors.
10. The Company Has Never Paid Dividends. The Company's
ability to declare or pay such dividends is restricted by certain covenants
in the Wells Fargo Credit Agreement. Therefore, the Company's stock may not
be a suitable investment for people seeking dividend income.
11. We Face Potential Product Liability Claims. Manufacturing and
marketing the Company's products entail a risk of product liability claims. On
August 13, 1993, the Company procured insurance coverage against the risk of
product liability arising out of events after such date, but such insurance does
not cover claims made after that date based on events that occurred prior to
that date. Consequently, for uncovered claims, the Company could be required to
pay any and all costs associated with any product liability claims brought
against it, the cost of defense whatever the outcome of the action, and possible
settlement or damages if a court rendered a judgment in favor of any plaintiff
asserting such a claim against the Company. Damages may include punitive
damages, which may substantially exceed actual damages. The obligation to pay
such damages could have a material adverse effect on the Company and exceed its
ability to pay such damages. The Company is unaware of any product liability
claims that are pending against it.
The MEDTOX laboratory testing services are primarily diagnostic and
expose the laboratory to the risk of liability claims. The Company has
maintained continuous professional and general liability insurance coverage
since 1984. To date the Company has not had any substantial liability and there
are no material professional service claims currently pending against the
Company.
RISKS RELATING TO FORWARD LOOKING STATEMENTS
Certain statements contained in this prospectus, including, without
limitation, statements containing the words "believes," "anticipates," "may,"
"intends," "expects" and words of similar import, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements (or industry results, performance or achievements) expressed or
implied by these forward-looking statements to be substantially different from
those predicted. The factors that could affect our actual results include the
following:
o general economic and business conditions, both nationally and
internationally
o competition
o changes in business strategy or development plans
<PAGE>
o technological, evolving industry standards, or other problems that
could delay the sale of our products
o our inability to obtain appropriate licenses from third parties,
protect our trade secrets, operate without infringing upon the
proprietary rights of others, or prevent others from infringing on
our proprietary rights
o our inability to obtain sufficient financing to continue to expand
operations
o changes in demand for products and services by our customers
Certain of these factors are discussed in more detail elsewhere in this
prospectus, including under the caption "Risk Factors." You should also consider
carefully the risks described in this prospectus or detailed from time to time
in our filings with the Securities and Exchange Commission.
We do not undertake any obligation to publicly update or revise any
forward-looking statements contained in this prospectus or incorporated by
reference, whether as a result of new information, future events or otherwise.
Because of these risks and uncertainties, the forward-looking events and
circumstances discussed in this prospectus might not transpire.
PROCEEDS FROM THE SALE OF SHARES
We will not receive any proceeds from the sale of shares of our common
stock by the selling shareholders. However, we may receive up to $8,115,375 from
the exercise of warrants and $896,875 from the exercise of options. Such
proceeds, if any, will be used for working capital and other corporate purposes.
We expect to incur expenses of approximately $18,999 in connection with
the registration of the Shares.
SELLING SHAREHOLDERS
Set forth below are the names of the Selling Shareholders, the number
of shares of Common Stock of the Company beneficially owned by each of them on
the date hereof, the percentage of the outstanding Common Stock owned and the
number of shares offered hereby.
<TABLE>
<CAPTION>
Number of Securities
Percent Shares Beneficially
Common Registered Owned After
Securities Stock for Sale Completion of
Name of Selling Shareholder Beneficially Owned Owned (1) Hereby (2) the Offering (3)
<S> <C> <C> <C> <C>
--------------------------------------- ------------------------- --------------- --------------- ------------------
David B. Johnson Family Foundation Common Stock 40,000 2.3% 80,000 0
Warrants (4) 40,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
John F. Rooney Common Stock 4,000 * 8,000 0
Warrants 4,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Ellis Family Limited Partnership Common Stock 7,500 * 15,000 0
Warrants 7,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Perkins Capital Management, Inc. Common Stock 4,000 * 8,000 0
Profit Sharing Plan Warrants 4,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
<PAGE>
Number of Securities
Percent Shares Beneficially
Common Registered Owned After
Securities Stock for Sale Completion of
Name of Selling Shareholder Beneficially Owned Owned (1) Hereby (2) the Offering (3)
--------------------------------------------------------------------------------------------------------------------
Industricorp & Co., Inc FBO Twin Common Stock 25,000 * 50,000 0
City Carpenters Pension Plan Warrants 25,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Pyramid Partners, L.P. Common Stock 40,000 2.3% 80,000 0
Warrants 40,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Piper Jaffray as Custodian FBO Harold Common Stock 5,000 * 10,000 0
Roitenberg IRA Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Sandra J. Hale Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian Common Stock 2,500 * 5,000 0
FBO Mark Halsten IRA Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Marla C. Kennedy Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
William R. Kennedy Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Margaret Velia Kinney Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
E. Robert Kinney Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
MB Partnership Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
The Miller Family Trust Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Strickland Family Limited Partnership Common Stock 4,000 * 8,000 0
Warrants 4,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Christopher T. Dahl Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Edward E. Strickland Common Stock 4,000 * 8,000 0
Warrants 4,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Richard W. Perkins Trustee FBO Common Stock 5,000 * 10,000 0
Richard W. Perkins Trust Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Pamela L. Brown, Trustee FBO Common Stock 2,500 * 5,000 0
Pamela L. Brown Trust Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Perkins Foundation Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Perkins and Partners Profit Sharing Common Stock 5,000 * 10,000 0
Plan & Trust Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Dr. Devron Char Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Donald M. & Pauline H. Roux JT Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Piper Jaffray as Custodian FBO Common Stock 2,500 * 5,000 0
James H. Lehr SEG/IRA Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Rockford, Inc. Pension & Profit Common Stock 2,500 * 5,000 0
Sharing Plan & Trust Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Daniel W. O'Brien Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Elliot A. and Jean E. Cobb Joint Common Stock 2,500 * 5,000 0
Account Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
<PAGE>
Number of Securities
Percent Shares Beneficially
Common Registered Owned After
Securities Stock for Sale Completion of
Name of Selling Shareholder Beneficially Owned Owned (1) Hereby (2) the Offering (3)
--------------------------------------- ------------------------- --------------- --------------- ------------------
Dorsey & Whitney Retirement Trust FBO Common Stock 2,500 * 5,000 0
Thomas O. Moe Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian Gary Common Stock 2,500 * 5,000 0
B. Davis SEG/IRA Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 2,000 * 4,000 0
Daniel S. Perkins IRA Warrants 2,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Daniel S. Perkins, Trustee FBO Daniel Common Stock 3,500 * 7,000 0
S. Perkins Warrants 3,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 1,500 * 3,000 0
Patrice M. Perkins IRA Warrants 1,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Patrice M. Perkins Trust Common Stock 3,500 * 7,000 0
Warrants 3,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 3,500 * 7,000 0
James G. Peters, Sr. IRA Warrants 3,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 4,500 * 9,000 0
David H. Potter IRA Warrants 4,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Robert G. Allison Common Stock 10,000 * 20,000 0
Warrants 10,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Gary A. Bergren Common Stock 3,000 * 6,000 0
Warrants 3,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Craig L. Campbell Common Stock 3,000 * 6,000 0
Warrants 3,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 10,000 * 20,000 0
Bradly A. Erickson IRA Warrants 10,000
-------------------------------------- ------------------------- --------------- --------------- ------------------
Dennis D. Gonyea Common Stock 5,000 * 10,000 0
Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Dorothy J. Hoel Common Stock 5,000 * 10,000 0
Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 2,500 * 5,000 0
Charles W. Pappas IRA Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 13,200 * 26,400 0
Richard C. Perkins IRA Warrants 13,200
--------------------------------------- ------------------------- --------------- --------------- ------------------
Richard C. Perkins Common Stock 5,000 * 10,000 0
Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
John T. Potter Common Stock 3,000 * 6,000 0
Warrants 3,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Scott E. and Mary T. Strickland Common Stock 3,000 * 6,000 0
Warrants 3,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
David M. Westrum, TTEE FBO David M. Common Stock 3,000 * 6,000 0
Westrum Revocable Living Trust Warrants 3,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Shawn P. Weinand Common Stock 2,800 * 5,600 0
Warrants 2,800
--------------------------------------- ------------------------- --------------- --------------- ------------------
Stephen E. Kairies Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Jeff Dobbs Common Stock 5,000 * 10,000 0
Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Dan Dryer Common Stock 5,000 * 10,000 0
Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
<PAGE>
Number of Securities
Percent Shares Beneficially
Common Registered Owned After
Securities Stock for Sale Completion of
Name of Selling Shareholder Beneficially Owned Owned (1) Hereby (2) the Offering (3)
--------------------------------------- ------------------------- --------------- --------------- ------------------
Dr. Paul C. and Nancy S. Seel Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Luke W. Vidor Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
USB Piper Jaffray as Custodian FBO Common Stock 2,500 * 5,000 0
James B. Wallace Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
First Bank NE TTEE for John Albers Common Stock 7,500 * 15,000 0
Warrants 7,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Kevin McHale Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Donald A. Johnson Common Stock 5,000 * 10,000 0
Warrants 5,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
John & Catherine Oglesby Ten Com Common Stock 23,000 * 46,000 0
Warrants 23,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Jeffrey E. O'Neil Common Stock 2,000 * 4,000 0
Warrants 2,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
First Trust Assoc. as TTEE Common Stock 2,500 * 5,000 0
Jon G. Nelson IRA Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Jeff Walker and Susan E. Walker Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Kenneth G. Benson Common Stock 3,000 * 6,000 0
Warrants 3,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Nicholas Strenglis Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
John J. Altmann SR Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
John Altmann Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
J. Mark Lathers IRA Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Kyle Mansfield Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Steven J. Bateman Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Brian R. & Jennifer Johnson Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Joseph Hendrickson Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
William H. Riviere & Renee Riviere Common Stock 1,500 * 3,000 0
Warrants 1,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
First Trust Natl. Assoc. TTEE Common Stock 2,500 * 5,000 0
Thomas Tsatsos IRA Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Jeffrey D. Rahm & Susan Rahm Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
David E. Riviere Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
Gary Kohler Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
<PAGE>
Number of Securities
Percent Shares Beneficially
Common Registered Owned After
Securities Stock for Sale Completion of
Name of Selling Shareholder Beneficially Owned Owned (1) Hereby (2) the Offering (3)
--------------------------------------- ------------------------- --------------- --------------- ------------------
Pyramid Trading Ltd. Partnership Common Stock 140,000 8.0% 280,000 0
Warrants 140,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Paul Forsberg Common Stock 30,000 * 60,000 0
Warrants 30,000
--------------------------------------- ------------------------- --------------- --------------- ------------------
Ann S. Chudnofsky Common Stock 2,500 * 5,000 0
Warrants 2,500
--------------------------------------- ------------------------- --------------- --------------- ------------------
United States Drug Testing Common Stock 2,500 * 2,500 0
Laboratories, Inc.
--------------------------------------- ------------------------- --------------- --------------- ------------------
Miller, Johnson & Kuehn, Inc. Warrants 9,446 * 9,446 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
Miller, Johnson & Kuehn, Inc. Warrants 5,000 * 5,000 0
Investment Pool
--------------------------------------- ------------------------- --------------- --------------- ------------------
Joseph D. Leach Warrants 11,550 * 11,550 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
David B. Johnson Warrants 10,877 * 10,877 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
Paul R. Kuehn Warrants 10,877 * 10,877 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
Stanley D. Rahm Warrants 3,625 * 3,625 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
Eldon C. Miller Warrants 3,625 * 3,625 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
National Medical Review Offices, Inc. Common Stock 15,152 * 15,152 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
Richard J. Braun 108,568(5) 3.1% Options 50,000 58,568
--------------------------------------- ------------------------- --------------- --------------- ------------------
Harry McCoy 232,677(6) 6.4% Options 50,000 182,677
--------------------------------------- ------------------------- --------------- --------------- ------------------
Peter Heath 3,059(7) * Options 2,500 559
--------------------------------------- ------------------------- --------------- --------------- ------------------
Miller Johnson & Kuehn FBO Brian 12,127 (8) * Warrants 1,923 8,281 (8)
Johnson
--------------------------------------- ------------------------- --------------- --------------- ------------------
Dain Rauscher FBO Brian Johnson 12,127 (8) * Warrants 1,923 8,281 (8)
--------------------------------------- ------------------------- --------------- --------------- ------------------
Charles Schwab & Co. FBO James 13,037 (9) * Warrants 5,769 7,268
Lockhart
--------------------------------------- ------------------------- --------------- --------------- ------------------
John Mackay Warrants 3,846 (10) * 3,846 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
Jean Way Schoonover Warrants 7,692 (10) * 7,692 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
Sam Powell 104,126 (11) 3.0% Warrants 7,692 96,434
--------------------------------------- ------------------------- --------------- --------------- ------------------
Ms. Linda Stillman Warrants 15,385 (12) * 15,385 0
--------------------------------------- ------------------------- --------------- --------------- ------------------
* Less than 1.0%.
</TABLE>
(1) Based on 3,504,347 shares of common stock issued and outstanding as of
the date of this prospectus.
(2) Does not constitute a commitment to sell any or all of the stated number of
shares of common stock. The number of shares of common stock offered will
be determined from time to time by the selling shareholder in his or her
discretion.
(3) Assumes all the shares of common stock are sold pursuant to this prospectus
and that no other shares of common stock are acquired or disposed of by the
selling shareholders prior to the termination of this prospectus.
(4) All warrants have an exercise price of $12.50 unless otherwise noted.
(5) Mr. Braun is our Chief Executive Officer. Includes 50,000 options
registered hereunder having an exercise price of $8.75 per share.
(6) Mr. McCoy is our President and Chairman. Includes 50,000 options
registered hereunder having an exercise price of $8.75 per share.
(7) Mr. Heath was our Chief Financial Officer until July 1998. Includes 2,500
options registered hereunder having an exercise price of $8.75 per share.
(8) Mr. Johnson is a director of the Company. Mr. Johnson beneficially owns
an aggregate of 8,281 shares of common stock and 3,846 warrants having an
exercise price of $3.25.
(9) Mr. Lockhart is our Chief Financial Officer. Includes 5,769 warrants
registered hereunder having an exercise price of $3.25.
(10) The exercise price of the warrants is $3.25.
(11) Mr. Powell is a director of the Company. Includes 7,692 warrants
registered hereunder having an exercise price of $3.25.
(12) The exercise price of the warrants is $3.75.
<PAGE>
The Company has agreed with the Selling Shareholders to file with the
Commission, under the Securities Act, a Registration Statement of which this
Prospectus forms a part, with respect to the resale of the Shares, and has
agreed to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective until
the earlier of (i) the date on which all of the Shares have been sold, or (ii)
the third anniversary of the date on which the Commission declares this Form S-3
effective.
HOW THE SHARES MAY BE DISTRIBUTED
The Selling Shareholders have advised us that they may from time to
time sell all or a portion of the Shares offered in one or more transactions on
the American Stock Exchange, or on any other exchange on which the Medtox common
stock may then be listed, in privately negotiated transactions or otherwise, or
a combination of such methods of sale, at market prices prevailing at the time
of sale or prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or purchasers of the Shares for whom they may
act as agent (which compensation may be in excess of customary commissions). The
Selling Shareholders and any participating broker-dealers may be deemed to be
"underwriters" within the meaning of Section 2(4) of the Securities Act of 1933.
Neither the Selling Shareholders nor we can estimate at the present
time the amount of commissions or discounts, if any, that will be paid by the
Selling Shareholders on account of their sales of the Shares from time to time.
Because Miller Johnson & Kuehn, Inc. is deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933, and the
Selling Shareholders may be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act of 1933, the Selling Shareholders will be
subject to prospectus delivery requirements under the Securities Act of 1933.
Furthermore, in the event of a "distribution" of securities, the Selling
Shareholders, any selling broker-dealer, and any "affiliated purchasers" may be
subject to Regulation M under the Securities Exchange Act of 1934, as amended,
which prohibits certain activities for the purpose of pegging, fixing or
stabilizing the price of securities in connection with an offering.
Under the securities laws of certain states, the Shares may be sold
only through registered or licensed broker-dealers or pursuant to available
exemptions from such requirements. In addition, in certain states the Shares may
not be sold unless the Shares have been registered or qualified for sale or an
exemption from such requirement is available and is complied with.
We will pay certain expenses in connection with this offering,
estimated to be approximately $18,999 but we will not pay for any underwriting
commissions and discounts, if any, or other expenses of the Selling Shareholders
except counsel fees not to exceed $3,000. We have agreed to indemnify the
Selling Shareholders, their directors, officers, agents and representatives, and
any underwriters, against certain liabilities, including certain liabilities
under the Securities Act of 1933. The Selling Shareholders have also agreed to
indemnify us, our directors, officers, agents and representatives against
certain liabilities, including certain liabilities under the Securities Act of
1933.
<PAGE>
LEGAL MATTERS
Certain legal matters associated with the Shares being offered hereby
will be passed upon for the Company by Fredrikson & Byron, P.A., Minneapolis,
Minnesota.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1999 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements of Medtox Scientific, Inc. for the
year ended December 31, 1997, incorporated by reference in Medtox Scientific,
Inc.'s Annual Report (Form 10-K), have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon, incorporated herein
by reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
TABLE OF CONTENTS
Page
Where You Can Find More Information 2
Company Summary 3
Risk Factors 3
Risks Relating to Forward Looking Statements 7
Proceeds From the Sale of Shares 8
Selling Shareholders 8
How the Shares May Be Distributed 13
Legal Matters 14
Experts 14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with this offering are as follows:
Securities and Exchange Commission Filing Fee $3,999
Legal Fees and Expenses 12,000
Accounting Fees and Expenses 2,000
Miscellaneous 1,000
------------------
Total Expenses $18,999
==================
Item 15. Indemnification of Directors and Officers.
Our Certificate of Incorporation and Bylaws include provisions that (i)
eliminate the personal liability of our directors for monetary damages resulting
from breaches of their fiduciary duty to the extent permitted by the General
Corporation Law of the State of Delaware and (ii) indemnify our directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law, including circumstances in which indemnification is otherwise
discretionary.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Item 16. List of Exhibits.
5.1 Opinion of Fredrikson & Byron, P.A. ("F&B")- Previously filed.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Fredrikson & Byron, P.A. (included in the opinion
of F&B filed as Exhibit 5.1)- Previously filed.
24.1 Power of Attorney (included on page II-4 of this
registration statement).
<PAGE>
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) 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; and
(iii) Include any additional 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
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 determining 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 that remain unsold at the termination of the offering.
(b) 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 Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
(c) The undersigned Registrant further undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
(d) 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on September 6, 2000.
MEDTOX Scientific, Inc.
By: /s/ Richard J. Braun
Richard J. Braun
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Richard J.
Braun and James B. Lockhart, and each of them, as his or her true and lawful
attorney-in fact and agent, with full power and substitution, to sign on his or
her behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his or her substitutes,
shall do or cause to be done by virtue hereof.
Signatures Title Date
/s/ Harry G. McCoy Chairman of the Board September 6, 2000
Harry G. McCoy and President
/s/ Richard J. Braun Chief Executive Officer September 6, 2000
Richard J. Braun & Director
/s/ James B. Lockhart Vice President of Finance, September 6, 2000
James B. Lockhart Chief Financial Officer
& Secretary
/s/ Samuel C. Powell, Ph.D. Director September 6, 2000
Samuel C. Powell, Ph.D.
/s/ Miles E. Efron Director September 6, 2000
Miles E. Efron
s/ James W. Hansen Director September 6, 2000
James W. Hansen
s/ Brian Johnson Director September 6, 2000
Brian Johnson
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
MEDTOX SCIENTIFIC, INC.
EXHIBIT INDEX TO FORM S-3
Exhibit Number Description
5.1 Opinion of Fredrikson & Byron, P.A. ("F&B") -
Previously filed.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Fredrikson & Byron, P.A. (included in the
opinion of F&B filed as Exhibit 5.1)- Previously
filed.
24.1 Power of Attorney (included on pages II-4 of this
registration statement)
