As filed with the Securities and Exchange Commission on April 18, 1997
Registration Statement No. 333-23535
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Amendment No. 1
to
FORM S-3/A REGISTRATION STATEMENT
Under the Securities Act of 1933
_______________
Specialized Health Products International, Inc.
(Exact Name of Registrant as specified in its charter)
Delaware 93-0945003
(State or other jurisdiction (I.R.S. Employer's
of incorporation or organization) Identification Number)
_______________
Specialized Health Products International, Inc.
655 East Medical Drive
Bountiful, UT 84010 (801) 298-3360
(Address, including zip code and telephone number, including area
code, of Registrant's principal executive office)
_________________
Eric L. Robinson
Blackburn & Stoll, LC
77 West Second South, Suite 400
Salt Lake City, UT 84101 (801) 521-7900
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement
becomes effective.
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, check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Each Class to be Offering Aggregate Registration
of Registered Price Offering Fee
Securities Per Share(1) Price(1)
to be
Registered
- ------------ ----------- ------------- ------------- -------------
Common
Stock(2) 5,959,603 $2.98(3) $17,759,617 $5,381.70
Common
Stock(4) 5,845,250 $2.98(3) $17,418,845 $5,278.44
Total $10,660.14(5)
Common
Stock(2) 513,189 $3.125(6) $1,603,716 $485.97
Common
Stock(4) 171,064 $3.125(6) $534,575 $161.99
Total $647.96
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission acting pursuant to
said Section 8(a), may determine.
<PAGE>
(footnotes continued from previous page)
(1) Estimated solely for the purpose of determining the
registration fee.
(2) Outstanding shares of Common Stock offered for sale from time
to time by Selling Security holders.
(3) Represents the average of the bid and asked prices of the
Common Stock on the NASDAQ Small Cap Market on March 11, 1997. Fees
were calculated under Rule 457(c) under the Securities Act of 1933.
(4) Issuable by the Registrant from time to time upon the exercise
of outstanding warrants and stock options.
(5) Paid March 17, 1997.
(6) Represents the average of the bid and asked prices of the
Common Stock on the NASDAQ Small Cap Market on April 14, 1997. Fees
were calculated under Rule 457(c) under the Securities Act of 1933.
<PAGE>
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
CROSS-REFERENCE SHEET
Item Number of Caption Location or Heading in Prospectus
1.Forepart of Registration Outside Front Page of Registration
Statement and Outside Front Statement and Outside Front Cover Page
Cover of Prospectus of Prospectus
2.Inside Front and Outside Inside Front and Outside Back Cover
Back Cover Pages of Page of Prospectus
Prospectus
3.Summary Information, Risk Prospectus Summary and Risk Factors
Factors and Ratio of
Earnings to Fixed Charges
4.Use of Proceeds Use of Proceeds
5.Determination of Offering Not Applicable
Price
6.Dilution Not Applicable
7.Selling Security Holders Principal and Selling Securityholders
8.Plan of Distribution Plan of Distribution
9.Description of Securities Not Applicable
to be Registered
10.Interest of Named Experts Legal Matters and Experts
and Counsel
11.Material Changes Not Applicable
12.Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference
13.Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act
Liabilities
<PAGE>
As filed with the Securities and Exchange Commission on
April 18, 1997.Information herein is subject to completion
or amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. Theses securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy or shall there by any sale of these securities in any
State in which such offer, solicitation or sale would e
unlawful prior to registration or qualification under the
securities laws of any State.
SUBJECT TO COMPLETION, DATED APRIL 18 , 1997.
PRELIMINARY PROSPECTUS
12,489,106 Shares of Common Stock
Specialized Health Products International, Inc.
This prospectus relates to (1) the offer and sale from
time to time of up to 6,472,792 shares of common stock, $.02
par value ("Common Stock"), of Specialized Health Products
International, Inc. (the "Company") by certain stockholders
of the Company named herein (the "Selling Stockholders");
(2) the offer and sale from time to time by the
warrantholders named herein of up to 4,572,314 shares of
Common Stock (the "Warrant Stock") issuable to such
warrantholders upon exercise of the Series A Warrants,
Series B Warrants and Series C Warrants (collectively,
the"Warrants") during the term of the Warrants; and (3) the
offer and sale from time to time by the stock option holders
named herein (the "Selling Option Holders") of up to
1,444,000 shares of Common Stock (the "Option Stock")
issuable to such stock option holders upon exercise of the
stock options (collectively, the "Stock Options") during the
term of the Stock Options. The Common Stock, Warrant Stock
and Option Stock are referred to collectively as the
"Securities." The Selling Stockholders, selling Warrant
Stockholders and Selling Option Holders named herein are
referred to collectively as the "Selling Securityholders."
See "Principal and Selling Securityholders." With the
exception of 513,189 shares of Common Stock, 171,064
Warrants and 319,190 shares of Option Stock offered hereby,
the Securities being registered pursuant to this Offering
were registered for resale in a Form S-1 registration
statement that was declared effective by the Securities and
Exchange Commission on July 19, 1996.
The Common Stock is quoted on the NASD Automated
Quotation ("Nasdaq") Small-Cap Market under the trading
symbol "SHPI." On April 14 , 1997, the closing price of the
Common Stock, as reported by Nasdaq was $3.00 per share.
The Securities offered hereby involve a high degree of
risk. See "Risk Factors" on page 5 of the Prospectus.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The Common Stock offered hereby may be sold from time
to time on Nasdaq through brokers, dealers, underwriters or
agents, and also in privately-negotiated sales by the
Selling Securityholders named herein, on terms to be
determined at the times of such sales. See "Principal and
Selling Securityholders." The Company is registering the
Common Stock pursuant to the Company's obligations under
certain registration rights agreements, but the registration
of the Securities does not necessarily mean that any of the
Securities will be offered or sold by the Selling
Securityholders hereunder. To the extent required, the
specific Securities to be sold, the names of the Selling
Securityholders, the respective purchase prices and public
offering prices, the names of any broker, dealer,
underwriter or agent, and any applicable commissions or
discounts with respect to a particular offer will be set
forth in an accompanying Prospectus Supplement or, if
appropriate, a post-effective amendment to the Registration
Statement to which this Prospectus is a part. See "Plan of
Distribution."
The Selling Securityholders and any dealers or agents
that participate in the distribution of the Securities
offered hereby may be deemed to be "underwriters" as defined
in the Securities Act of 1933, as amended (the "Securities
Act") and any profit on the sale of the Securities offered
hereby by them and any discounts, commissions or concessions
received by any such dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities
Act.
The Company will receive no proceeds from the sale of
the Securities by the Selling Securityholders hereunder, but
the Company has agreed to bear certain expenses of
registration of such Securities under federal and state
securities laws. The Company will receive up to $15,448,856
in proceeds when and if the Warrants and Stock Options are
exercised.
_______________
The date of this Prospectus is April 18 , 1997
<PAGE>
AVAILABLE INFORMATION
The Company, with principal executive offices at 655
East Medical Drive, Bountiful, Utah 84010, telephone number
(801) 298-3360, is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York, 10048; and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates and the Commission's web site located at
http://www.sec.gov.
The Company has filed with the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, a Registration
Statement under the Securities Act of 1933, as amended, with
respect to the Securities offered hereby. This Prospectus
does not contain all the information set forth in the
Registration Statement, certain items of which are contained
in schedules and exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission.
For further information, reference is hereby made to the
Registration Statement, including the schedules and exhibits
filed as a part thereof, which may be obtained from the
Commission upon payment of the fees prescribed by the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 , which has been filed by the Company
with the Commission, is incorporated herein by reference.
All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be
deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference in
this Prospectus shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person
to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any document incorporated
by reference in this Prospectus, other than exhibits to any
such documents not specifically described above. Requests
for such documents should be directed to Specialized Health
Products International, Inc., 655 East Medical Drive,
Bountiful, Utah 84010, Attention: Investor Relations
(Telephone Number (801) 298-3360).
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by
the more detailed information included elsewhere in this
Prospectus. Unless the context otherwise requires, all
references in this Prospectus to the "Company" shall mean
Specialized Health Products International, Inc., and its
subsidiaries on a consolidated basis and, where the context
so requires, shall include its predecessors.
THE COMPANY
The Company is engaged principally in the development
of cost-effective, disposable, proprietary healthcare
products and systems designed to reduce the spread of
disease and the incidence of accidental injury in the
healthcare industry. At present, the Company is focusing its
resources and activities principally on the design and
development of new products designed to minimize the risk of
the spread of HIV/AIDS, hepatitis B and other blood-borne
diseases through accidental needlesticks, the development of
other medical products and the marketing of its current
products used for the disposal of contaminated "sharps". The
Company intends to principally use third parties to
manufacture, market and distribute its products.
The Company is a Delaware corporation with its
principal executive offices at 655 East Medical Drive,
Bountiful, UT 84010. Its telephone number is (801) 298-3360.
THE OFFERING
The principal terms of the Securities offered hereunder
are summarized below. The Selling Securityholders will
receive all the proceeds from the sale of the Common Stock.
Common Stock:
Securities Offered 12,489,106 shares of Common Stock,
including 6,472,792 shares of outstanding
Common Stock which may be sold by Selling
Securityholders, up to 4,572,314 shares
of Common Stock which may be sold by the
holders of outstanding Warrants following
exercise of such Warrants, and up to
1,444,000 shares of Common Stock which
may be sold by the holder of the
outstanding stock options following the
exercise of such stock options.
Rights of Common Stock The shares of Common Stock share equally
in all rights of the Common Stock,
including, without limitation, dividend
and voting rights.
Quotation The Common Stock is quoted on the Nasdaq
Small-Cap Market.
Trading Symbol "SHPI"
3
<PAGE>
Summary Selected Financial Data
The following data have been derived from the Company's
consolidated financial statements. The information set forth
below is not necessarily indicative of the results of future
operations and should be read in conjunction with the
Financial Statements and related Notes appearing in the
Company's Form 10-K for the period ended December 31, 1996:
Period Ended
--------------------------------------------------------
Nov. 19, 1993
Dec. 31, Dec. 31, Dec. 31, (inception) to
1996 1995 1994 Dec. 31, 1996
---------- --------- --------- --------------
Statement of Operations
Data:
Net sales $ 74,563 $ 447,844 $ 33,256 $ 555,663
Cost of sales 70,257 294,171 21,669 386,097
--------- ---------- --------- ---------
Gross profit 4,306 153,673 11,587 169,566
--------- ---------- --------- ---------
Operating Expenses:
Selling, general and
administrative 2,901,434 2,133,021 620,022 5,657,927
Research and development 1,264,186 804,639 290,950 2,359,775
Write off of operating
assets 72,363 255,072 - 327,435
--------- --------- ------- ---------
Total operating
expenses 4,237,983 3,192,732 910,972 8,345,137
--------- --------- ------- ---------
Operating loss (4,233,677) (3,039,059) (899,385) (8,175,571)
Net other income
(expense) 140,289 119,570 (7,563) 252,296
---------- ---------- -------- ----------
Net loss (4,093,388) (2,919,489) (906,948) (7,923,275)
Dividends on preference
stock - (11,389) (16,780) 28,169)
---------- --------- ------- ----------
Net loss attributable to
common stockholders $(4,093,388) $(2,930,878) $ (923,728) $ (7,951,444)
=========== =========== ========== ============
Net loss per common
share (1) $ (.48) $ (.69) $ (.75)
=========== =========== ===========
Weighted average common
shares outstanding (1) 8,589,952 4,269,131 1,224,074
=========== ========== ==========
Balance Sheet Data (at period end):
Working capital
(deficit) $ 30,754 $ 4,194,568 $ (287,723)
Total assets 1,848,839 5,950,728 656,865
Long-term debt, less
current maturities - - 458,333
Total stockholders'
equity (deficit) 1,513,217 5,369,805 (355,878)
(1) Net loss per common share is based on the weighted
average number of common shares outstanding. Stock options
and warrants, and preferred shares prior to conversion, are
not included in the calculation because this inclusion would
be anti-dilutive and reduce the net loss per common share.
4
<PAGE>
RISK FACTORS
An investment in the Securities of the Company is
speculative in nature, involves a high degree of risk and
should only be made by an investor who can afford the loss
of his entire investment. The following factors should be
considered carefully by potential purchasers in evaluating
an investment in the Common Stock of the Company offered
hereby.
History of Losses/Uncertain Profitability.
At December 31, 1996, the Company had an accumulated deficit
of $7,951,444. The Company has only limited sales of its
SafetyCradle(R) sharps containers which was the only product
marketed through December 31, 1996. The Company's products
are in various stages of production, pre-production,
development and research. The Company's only commercialized
products are its SafetyCradle(R) sharps containers and the
ExtreSafe(TM) Lancet Strip. There is no assurance the products
will ever be commercially viable and no assurance can be
given that the Company will ever have sufficient sales or a
sufficient customer base to become profitable. In addition,
the business prospects of the Company will be affected by
expenses, operational difficulties and other factors
frequently encountered in the development of a business
enterprise in a competitive environment, many of which may
be unforeseen and beyond the Company's control.
Need for Additional Funds. The Report of
Independent Public Accountants relating to the Company's
1996 audited financial statements, attached hereto, contains
a going concern explanatory paragraph. The Company believes,
however, that its current cash reserves, together with sales
generated from the Safety Cradle(R) sharps containers and
ExtreSafe(TM) Lancet Strips will be sufficient to support the
Company's operations and planned capital expenditures
through 1997 if the Company slows the commercialization of
its products in development and sales increase
substantially. Management is planning, however, to raise
additional funds through a private offering of securities
(the "Private Placement") so commercialization of its
products under development is not further delayed. The
Company's need for capital during the next year or more,
however, will vary based upon a number of factors, including
the rate at which demand for products expands, the level of
sales and marketing activities for the Safety Cradle(R) sharps
container and ExtreSafe(TM) Lancet Strip products, and the
level of effort needed to develop and commercialize the
ExtreSafe(TM) medical needle withdrawal technology, intravenous
flow gauge and blood collection devices. Moreover, the
Company's business plans may change or unforeseen events may
occur which require the Company to raise additional funds.
If additional funds are not successfully raised in the
Private Placement the lack of additional funds may have a
material adverse effect on the Company.
Market Overhang. At commencement of this Offering,
there will be (a) 9,257,342 shares of Common Stock
outstanding (8,456,153 shares of which may be sold pursuant
to a current registration statement or an exemption from
registration), and (b) Warrants and Option Stock exercisable
for 6,016,314 shares of Common Stock (5,845,250shares of
Common Stock underlying said Warrants and Stock Options may
be sold pursuant to a current registration statement). Thus,
upon completion of this Offering, assuming that all of the
Warrants and Option Stock are exercised, there will be
17,273,656 shares of Common Stock outstanding, of which
16,985,656 shares will be registered or effectively free
trading. The sale of a substantial part of these securities
could adversely affect the market price of the Common Stock,
which may hinder any future efforts of the Company to raise
capital. See "Principal and Selling Securityholders."
Dependence on Single Manufacturer. The
Company's SafetyCradle(R) sharps containers and ExtreSafe(TM)
Lancet Strip are the only products available for sale. Each
of said products is produced by a single manufacturer. If
one of the Company's manufacturers fails to perform its
obligations in a timely and satisfactory manner or if there
is a change in the Company's manufacturers, it could have a
material adverse effect on the Company. There can be no
assurance that the Company would be successful in replacing
its current manufacturers on terms favorable to the Company.
Likewise, there can be no assurance that the Company will be
successful in finding additional manufacturers to
manufacture its products on terms favorable to it, should
product demand increase. The Company, however, owns the
molds and automated equipment which can be moved to
different manufactures.
5
<PAGE>
Dependence On Single Distributor for Sharps Containers.
The Company has entered into an exclusive distribution
agreement (the "Agreement") with Becton, Dickinson and
Company ("BD") relating to the Company's Safety Cradle(R)
sharps container products (the "Products"). The Agreement
presents certain risks to the Company, including: (i)
reliance for sale of the Products on BD, and therefore
reliance on BD's marketing ability, marketing plans and
credit-worthiness; (ii) if the Products are marketed under
BD's label, goodwill associated with the Products may inure
to the benefit of BD rather than the Company; (iii) the
Company has only limited protection from changes in
manufacturing costs (other than raw materials costs) during
the initial term of the Agreement; and (iv) if the Company
is reliant on BD for all or substantially all of its sales,
the Company may be restricted in its ability to effectively
negotiate with BD for renewal of the Agreement.
In addition, the Company will be dependent
on third parties for the distribution of its ExtreSafe
Lancet Strip and follow-on products.
Negative Pricing Pressures on the Company's
Safety Products. Pricing for the Company's products may be
higher than for their conventional counterparts which are
not designed to provide the protection afforded by the
Company's products. Continuing pressure from third party
payors to reduce costs in the health care industry as well
as increasing competition from other protective products
could affect the Company's ability to sell its products at
premium prices. Reductions in selling prices could adversely
affect operating margins if the Company cannot achieve
corresponding reductions in manufacturing costs. However,
compared to the pricing of competitive safety products the
pricing of the Company's products is competitive.
Price Fluctuations of Resins. The Company
uses polypropylene and other resins in the manufacture of
its products. Prices are subject to fluctuations caused in
part by changes in supply and demand. Significant increases
in the prices of these resins could have a material adverse
effect on the financial condition of the Company.
Rapidly Changing Technology. The Company is
presently in various stages of production, pre-production,
development and research with respect to its Safety Cradle(R)
sharps containers, ExtreSafe(TM) Lancet Strip, ExtreSafe(TM)
medical needle retraction technology, intravenous flow gauge
system, blood collection devices, filmless digitized imaging
technology and other products. There is no assurance that
development of superior competing products and changes in
technology will not eliminate the need for the Company's
products. The introduction of competing products could
adversely affect the Company's attempts to develop and
market its products successfully.
Lack of Market Acceptance. The use of
safety medical products, including the Company's products,
is relatively new. The Company's products may not be
accepted by the market. Market acceptance of the Company's
products will depend in large part upon the Company's
ability to demonstrate the operational advantages, safety,
efficacy, and cost-effectiveness of its products compared to
competing products and its ability to distribute through
major medical distributors. There can be no assurance that
all the Company's products will achieve market acceptance or
that major medical distributors will sell the Company's
products.
Dependence on Continued Research and
Development. The ExtreSafe(TM) medical needle withdrawal
technology, intravenous flow gauge system, phlebotomy
device and filmless digitized imaging technology are still
in various stages of development. The Company is also
exploring additional applications for all of its products.
The continued development of its products and development of
additional applications therefore is important to the long-
term success of the Company. There can be no assurance that
all of such applications or products will be developed or,
if developed, that they will be successful.
Dependence on Patents and Proprietary
Rights. The Company's future success depends in part on its
ability to protect its intellectual property and maintain
the proprietary nature of its technology through a
combination of patents and other intellectual property
arrangements. There can be no assurance that the protection
provided by patents, if issued, will be broad enough to
prevent competitors from introducing similar products or
that such patents, if challenged, will be upheld by the
courts of any jurisdiction. Patent infringement litigation,
either to enforce the Company's patents or defend the
Company from infringement suits, would be expensive and, if
it occurs, could divert Company resources from other planned
uses. Any adverse outcome in such litigation could have a
material adverse effect on the Company. Patent applications
filed in foreign countries and patents in such countries are
subject to laws and procedures that differ from those in the
United States. Patent protection in such countries may be
different from patent protection under U.S. laws and may not
be as favorable to the Company. The Company also attempts to
protect its proprietary information through the use of
confidentiality agreements and by limiting access to its
facilities. There can be no assurance that the Company's
program of patents, confidentiality agreements and
restricted access to its facilities will be sufficient to
protect the Company's proprietary technology from
competitors.
6
<PAGE>
Ability to Manage Expanding Operations. The
Company intends to pursue a strategy of rapid growth. The
Company plans to significantly expand its product lines and
to devote substantial resources to operations and research
and development support areas, including marketing and
administrative services. There can be no assurance that the
Company will obtain sufficient manufacturing capacity on
favorable terms, attract qualified personnel or successfully
manage such expanded operations. The failure to properly
manage growth could have a material adverse effect on the
Company.
Potential Inability of the Company to
Compete. The Company is engaged in a highly competitive
business and will compete directly with firms that have much
longer operating histories, substantially greater financial
resources and experience, greater size, more substantial
research and development and marketing organizations and
established distribution channels and that are better
situated in the market than the Company. Such competitors
may use their economic strength to influence the market to
continue to buy their existing products. The Company does
not have an established customer base and is likely to
encounter a high degree of competition in developing a
customer base. One or more of these competitors could use
such resources to improve their current products or develop
new products that may compete more effectively with the
Company's products. New competitors may arise and may
develop products which compete with the Company's products.
No assurance can be given that the Company will be
successful in competing in its business.
Product Liability. The sale of medical
devices entails an inherent risk of liability in the event
of product failure or claim of harm caused by product
operation. There can be no assurance that the Company will
not be subject to such claims, that any claim will be
successfully defended or if the Company is found liable,
that the claim will not exceed the limits of the Company's
insurance. The Company maintains product liability
insurance. There is no assurance that the Company will
maintain product liability insurance on acceptable terms in
the future. Product liability claims could have a material
adverse effect on the Company.
Adverse Effect of Regulation Relating to Medical
Products. Regulation is a significant factor in the
development and marketing of the Company's products and in
the Company's ongoing manufacturing and research and
development activities.
The Company's Safety Cradle(R) sharps container products
are Class II devices under the regulatory structure of the
Federal Food, Drug, and Cosmetic Act (the "FD&C Act") which
is administered by the United States Food and Drug
Administration ("FDA"). The Company has acquired FDA
approval of a 510(k) pre-market clearance submission on its
Safety Cradle(R) sharps container which supports its marketing
and selling of its Safety Cradle(R) sharps container products
subject to ongoing regulatory controls by the FDA. Among
other things, the FDA requires adherence to certain "Good
Manufacturing Practices" ("GMP") regulations that include
validation testing, quality assurance, quality control and
documentation procedures. In addition, performance standards
could be promulgated by the FDA that the Company's Safety
Cradle(R) sharps containers would be required to meet. Failure
to meet those standards would require the Company to
discontinue the marketing of the product. In addition,
future regulations may be imposed which might have a
material adverse effect on the Company and/or one or more of
its products. Furthermore, since the FDA continually
regulates and inspects medical devices and their
manufacture, any actual or potential product failure could
result in the imposition of administrative and/or judicial
sanctions, including product recall, which might have a
material adverse effect on the Company.
In addition to the foregoing, the Occupational Safety
and Health Administration ("OSHA") requires, in part, that
sharps containers be closeable, disposable, puncture-
resistant, leak proof on the sides and bottom, and
appropriately labeled. The Company's Safety Cradle(TM) sharps
containers meet said requirements. Future regulations may be
imposed which might have a material adverse effect on the
Company and/or one or more of its products.
The Company's ExtreSafe(TM) Lancet Strip is a Tier I Class
I device. No pre-market approval or notification is required
before the ExtreSafe(TM) Lancet Strip is sold. The Company must
adhere to GMP regulations, however, in connection with its
manufacture of the ExtreSafe(TM) Lancet Strip.
7
<PAGE>
The Company's follow-on products (the ExtreSafe(TM)
medical needle withdrawal technology, intravenous flow gauge
and other blood collection devices) are still in the
development stage. The Company expects its follow-on
products to be Class II devices. The Company expects that
its follow-on products be eligible for pre-market clearance
through the 510(k) notification procedure based upon their
substantial equivalence to previously marketed devices.
There can be no assurance that the Company will obtain
510(k) pre-market clearance to market its follow-on
products, or that the Company's follow-on products will be
classified as described above, or that, in order to obtain
510(k) pre-market clearance, the Company will not be
required to submit additional data or meet additional FDA
requirements that may substantially delay the 510(k) process
and add to the Company's expenses.
If any of the Company's follow-on products do not
qualify for the 510(k) procedure (either because it is not
substantially equivalent to a legally marketed device or
because it is a Class III device), the FDA must approve a
pre-market approval ("PMA") application before marketing can
begin. PMA applications must demonstrate, among other
matters, that the medical device is safe and effective. A
PMA application is typically a complex submission, usually
including the results of clinical studies, and preparing an
application is a detailed and time-consuming process. Once a
PMA application has been submitted, the FDA's review may be
lengthy and may include requests for additional data. By
statute and regulation, the FDA may take 180 days to review
a PMA application, although such time may be extended.
Furthermore, there can be no assurance that a PMA
application will be reviewed within 180 days or that a PMA
application will be approved by the FDA.
In March 1995, the FDA issued a draft guidance document
on 510(k) notifications for medical devices with sharps
injury prevention features, a category that would cover the
Company's follow-on products. The draft guidance
provisionally placed this category of products into Tier 3
for purposes of 510(k) review, meaning that such products
will be subject to the FDA's most comprehensive and rigorous
review for 510(k) products. However, review under this
classification is expedited. The draft guidance also states
that in most cases, FDA will accept, in support of a 510(k)
notification, data from tests involving simulated use of
such a product by healthcare professionals, although in some
cases that agency might require actual clinical data.
The process of obtaining required regulatory clearances
or approvals can be time-consuming and expensive, and
compliance with the FDA's GMP regulation and other
regulatory requirements can be burdensome. Moreover, there
can be no assurance that the required regulatory clearances
will be obtained, and such clearances, if obtained, may
include significant limitations on the uses of the follow-on
products in question. In addition, changes in existing
regulations or guidelines or the adoption of new regulations
or guidelines could make regulatory compliance by the
Company more difficult in the future. The Venture (defined
below) must also meet FDA requirements before marketing the
filmless digitized imaging technology. The failure to comply
with applicable regulations could result in fines, delays or
suspensions of clearances, seizures or recalls of products,
operating restrictions and criminal prosecutions, and would
have a material adverse effect on the Company.
Distribution of the Company's products in
countries other than the United States may be subject to
regulation in those countries. There can be no assurance
that the Company will obtain the approvals necessary to
market any of its products outside the United States.
Uncertainty in the Health Care Industry.
The health care industry is subject to changing political,
economic and regulatory influences that may affect the
procurement practices and operations of health care
facilities. During the past several years, the health care
industry has been subject to increased government regulation
of reimbursement rates and capital expenditures. Among other
things, third party payors are increasingly attempting to
contain health care costs by limiting both coverage and
reimbursement levels for health care products and
procedures. Because the price of the Company's products may
exceed the price of conventional products the cost control
policies of third party payors, including government
agencies, may adversely affect use of the Company's
products. The cost associated with the needlesticks,
however, exceeds the procurement costs.
There are numerous proposals to reform the
U.S. health care system and health care systems of various
states. Many of these proposals seek to increase government
involvement in health care, lower reimbursement rates,
contain costs and otherwise change the operating environment
for the Company's customers. Health care providers may react
to these proposals and the uncertainty surrounding such
proposals by curtailing or deferring investments in new
technology, including the Company's products. The Company
cannot predict what impact, if any, such proposals or health
care reforms might have on the Company's financial condition
and results of its operations.
8
<PAGE>
Dependence on Key Personnel. The success of
the Company depends upon the skills, experience and efforts
of its management. Should the services of one or more
members of its present management become unavailable to the
Company for any reason, the business of the Company could be
adversely affected. The Company does not have noncompetition
agreements in place with its key personnel.
Market Volatility. Market prices of securities of
medical technology companies are highly volatile from time
to time. The market price of the Company's securities may be
significantly affected by factors such as the announcement
of new product or technical innovations by the Company or
its competitors, changes in the regulatory environment, or
by other factors that may or may not relate directly to the
Company. Sales of substantial amounts of Common Stock
(including stock which may be issued upon exercise of
warrants and/or Stock Options), or the perception that such
sales may occur, could adversely affect prevailing market
prices for the Common Stock.
Potential Negative Impact of Earn-Out Shares. John T.
Clarke, David A. Robinson and Bradley C. Robinson
(collectively, the "Founders"), who are respectively a
former Director; the President, Chief Executive Officer,
Chairman of the Board and a Director; and a Vice President
and Director of the Company, have the opportunity to receive
up to an aggregate of 2,000,000 additional shares of common
stock (the "Earn-Out Shares"). The Founders have the right
to divide the Earn-Out Shares among themselves or their
assigns, if earned, based on performance, contributions to
the Company and/or other factors relating to the business
success of the Company. Any issuance of Earn-Out Shares
would be based upon the level of pre-tax consolidated net
income, adjusted to exclude any charge to earnings arising
from the obligation to issue or the issuance of the Earn-Out
Shares and any income or charge to earnings associated with
non-recurring or extraordinary items as determined in
accordance with generally accepted accounting principles
("Adjusted PTNI").
The Company expects that the issuance of Earn-Out
Shares will be deemed to be the payment of compensation to
the recipients and will result in a charge to the earnings
of the Company in the year or years the Earn-Out Shares are
earned, in an amount equal to the fair market value of the
Earn-Out Shares. This charge to earnings could have a
substantial negative impact on the earnings of the Company
in the year or years in which the charge to earnings is
recognized.
The effect of the charge to earnings associated with
the issuance of Earn-Out Shares could place the Company in a
net loss position for the relevant year, even though the
Adjusted PTNI was at a level requiring the issuance of Earn-
Out Shares. Because Earn-Out Shares are issuable based on
the results of a single year, the Adjusted PTNI in a
particular year could require the issuance of Earn-Out
Shares even though the cumulative Adjusted PTNI for the
three years 1996, 1997 and 1998, or any combination of those
years, could reflect a lower amount of Adjusted PTNI that
would not require the Company to issue such Earn-Out Shares
or even a loss at the Adjusted PTNI. There is no assurance
that years subsequent to the year or years in which Earn-Out
Shares are issued will produce the same level of Adjusted
PTNI or will be profitable. The management of the Company
may have the discretion to accelerate or defer certain
transactions that could shift revenue or expense between
years or otherwise affect the Adjusted PTNI in any year or
years.
The Company has agreed to file a
registration statement under the Securities Act with respect
to the Earn-Out Shares, when issued. The issuance of the
Earn-Out Shares, or the perception that the issuance of such
stock may occur, could adversely affect prevailing market
prices for the Common Stock.
No Dividends. The Company has not paid
dividends since its inception and does not intend to pay any
dividends in the foreseeable future. No assurance can be
given that it will pay dividends at any time. The Company
presently intends to retain future earnings, if any, for
financing the growth and expansion of the Company.
Limitations on Director Liability. The
Company's Certificate of Incorporation provides, as
permitted by governing Delaware law, that a director of the
Company shall not be personally liable to the Company or its
stockholders for monetary damages for any action or failure
to take any action, with certain exceptions. These
provisions may discourage stockholders from bringing suit
against a director for breach of duty and may reduce the
likelihood of derivative litigation brought by stockholders
on behalf of the Company against a director. In addition,
the Company has agreed and its Certificate of Incorporation
and Bylaws provide, for mandatory indemnification of
directors and officers to the fullest extent permitted by
Delaware law and has entered into contracts with its
directors and officers providing for such indemnification.
9
<PAGE>
Possible Delisting of Securities from
Nasdaq System. The Company's Common Stock is currently
traded on the Nasdaq Small-Cap Market System. In order to
continue to qualify its Common Stock for quotation on the
Nasdaq Small-Cap Market, a company must have, among other
things, at least $2,000,000 in total assets, $1,000,000 in
capital and surplus and a minimum bid price for its common
stock of $1.00 per share. In addition, the listing criteria
may change and there is no assurance that the Company will
meet new requirements, if any.
In the event of such delisting, trading, if
any, in the Company's securities would be expected to be
conducted on the over-the-counter market in what is commonly
referred to as the "pink sheets" or the "Electronic Bulletin
Board." As a result, an investor may find it more difficult
to dispose of, or to obtain accurate quotations as to the
price of, the Company's securities. The loss of continued
quotation on the Nasdaq System may also cause a decline in
share price, loss of news coverage of the Company and
difficulty in obtaining subsequent financing.
No Control Over Market Making. No person is
under any obligation to make a market in the Company's
Common Stock and any person making a market in the Common
Stock may discontinue market making activities at any time
without notice. There can be no assurance that an active
public market for the Common Stock will continue.
Anti-Takeover Provisions of Certificate and Bylaws. The
Certificate of Incorporation of the Company provides for
division of the Board of Directors into three substantially
equal classes. One class of directors will be elected at
each annual meeting for a three-year term. Amendments to
this provision must be approved by a two-thirds vote of all
the outstanding stock entitled to vote, and the number of
directors may be changed by a majority of the entire Board
of Directors or by a two-thirds vote of the outstanding
stock entitled to vote. Meetings of the stockholders may be
called only by the Board of Directors, the Chief Executive
Officer or the President, and stockholder action may not be
taken by written consent. These provisions could have the
effect of discouraging takeover attempts or delaying or
preventing a change of control of the Company.
Anti-Takeover Effect of the Issuance of
Preferred Stock. The Company has an authorized class of
5,000,000 shares of preferred stock which may be issued by
its Board of Directors on such terms and with such rights,
preferences and designations as the board may determine.
Issuance of such preferred stock, depending upon the rights,
preferences and designations thereof, may have the effect of
delaying, deterring or preventing a change in control of the
Company. In addition, certain "anti-takeover" provisions of
the Delaware General Corporation Law, among other things,
may restrict the ability of stockholders to effect a merger
or business combination or obtain control of the Company and
may be considered disadvantageous by a stockholder.
Management of the Company presently does not intend to issue
any shares of preferred stock. The preferred stock may,
however, be issued at some future date which stock might
have substantially more than one vote per share or other
provisions designed to deter a change in control of the
Company. The issuance of such stock to a limited group of
management Stockholders may vest in such persons absolute
voting control of the Company, including, among other
things, the ability to elect all of the directors, and to
control certain matters submitted to a vote of Stockholders
and to prevent any change in management despite performance.
Also, the shares of preferred stock may have the right to
vote upon certain matters as a separate class.
Joint Venture Risks. In October 1995, the Company
entered into an agreement with a third party to form a joint
venture (the "Venture"), in the form of a corporation
(Quantum Imaging Corporation) to develop an improved
filmless digitized imaging system. To be successful, the
Venture must raise at least $3,000,000 in financing. No
assurance can be given that that the Venture will raise
adequate funding, that the Venture's research and
development will be successful, that the Company's interest
in the Venture will not be reduced or that the system will
find profitable acceptance in the marketplace.
10
<PAGE>
Future Results. When used in this Form S-3 or other
filings by the Company with the Securities and Exchange
Commission, in the Company's press releases or other public
or shareholder communications, or in oral statements made
with the approval of an authorized officer of the Company's
executive officers, the words or phrases "would be", "will
allow", "intends to", "will likely result", "are expected
to", "will continue", "is anticipated", "estimate",
"project", or similar expressions are intended to identify
"forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue
reliance on any forward-looking statements, which speak only
as of the date made, and advises readers that forward-
looking statements involve various risks and uncertainties,
including but not limited to risk of product demand, market
acceptance, economic conditions, competitive products and
pricing, difficulties in product development,
commercialization, and technology, and other risks.
Furthermore, manufacturing delays may result from additional
mold redesigns or delays may result from the failure to
timely obtain FDA approval to sell future products. In
addition, sales through BD or otherwise may not commence as
anticipated due to delays by BD or otherwise. If and when
such sales commence, the sales may not be as substantial as
anticipated. As a result, the Company's actual results for
future periods could differ materially from those
anticipated or projected.
The Company does not undertake, and specifically
disclaims any obligation to update any forward-looking
statements to reflect occurrences or unanticipated events or
circumstances after the date of such statement.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of
the Securities by the Selling Securityholders hereunder, but
the Company has agreed to bear certain expenses of
registration of such Securities under federal and state
securities laws. The Company will receive proceeds when and
if the Warrants and Option Stock are exercised.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue up to 50,000,000
shares of Common Stock, $.02 par value. All such shares have
equal voting rights and are fully paid and non-assessable.
Voting rights with respect to the Common Stock are not
cumulative. Upon liquidation, dissolution or winding up of
the Company, the assets of the Company, after the payment of
liabilities and after the satisfaction of all claims by the
holders of preferred stock, if any, will be distributed pro
rata to the holders of the Common Stock. The holders of the
Common Stock do not have preemptive rights to subscribe for
any securities of the Company and have no right to require
the Company to redeem or purchase their shares. Holders of
Common Stock are entitled to share equally in dividends
when, as and if declared by the Board of Directors of the
Company out of funds legally available therefor after
payment of any dividends to the holders of the Company's
preferred stock.
PRINCIPAL AND SELLING SECURITYHOLDERS
Principal Securityholders
The following table sets forth certain information with
respect to the beneficial ownership of the common stock of
the Company as of April 15, 1997, for: (i) each person who
is known by the Company to beneficially own more than 5
percent of the Company's common stock, (ii) each of the
Company's directors, (iii) each of the Company's Named
Executive Officers, and (iv) all directors and executive
officers as a group. As of April 15, 1997, the Company had
9,257,342 shares of common stock outstanding.
11
<PAGE>
Name and Shares Percentage of
Address Beneficially Shares Position
of Beneficial Owned(2) Beneficially
Owner(1) Owned
- --------------- ------------ ------------- ----------------
David A. 630,219 7% President, Chief
Robinson(3) Executive Officer
Chairman of the
Board and Director
Bradley C. 630,219 7% Vice President
Robinson(4) Operations and
Investor Relations
and Director
Gale H. 133,000 1% Vice President,
Thorne(5) Product Development
and Director
J. Clark 237,000 3% Vice President ,
Robinson(6) Chief Financial
Officer, Treasurer,
Secretary and
Director
Gary W. 70,000 1% Director
Farnes(7)
Robert R. 83,000 1% Director
Walker(8)
Executive 1,734,438 19%
Officers and
Directors as a
Group (6
Persons)
John T. 665,306 7%
Clarke(9)
Thatchetts
Camp Road
Gerrards Cross
Buckinghamshire
, England
Capital Growth 938,040 9%
International(10)
11601 Wilshire
Boulevard,
Suite 500
Los Angeles, CA
90025
__________________________
(1) Except where otherwise indicated, the address of the
beneficial owner is deemed to be the same address as the
Registrant.
(2) Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission
and generally includes voting and investment power with
respect to the securities. Shares of common stock subject
to options or warrants currently exercisable, or
exercisable within sixty (60) days, are deemed
outstanding for computing the percentage of the person
holding such options but are not deemed outstanding for
computing the percentage of any other person.
(3) Includes 417,719 shares and stock options to
purchase 212,500 shares. Does not include the Earn-Out
Shares.
(4) Includes 330,219 shares and stock options to
purchase 300,000 shares. Does not include the Earn-Out
Shares.
(5) Includes 18,000 shares, stock options to purchase
75,000 shares and Series A Warrants to purchase 15,000
shares. Also includes 25,000 shares that Mr. Thorne is
deemed to beneficially own through a trust. Does not
include stock options to purchase 40,000 shares which
options vest on December 10, 1997.
(6) Includes 90,000 shares, stock options to purchase
75,000 shares. Also includes 45,000 shares and Series A
Warrants to purchase 27,000 shares that Mr. Robinson is
deemed to beneficially own though a trust.
(7) Includes 50,000 shares and stock options to purchase
20,000 shares. Does not include stock options to purchase
30,000 shares which options vest on December 10, 1997.
(8) Includes stock options to purchase 20,000 shares.
Also includes 63,000 shares that Mr. Walker is deemed to
beneficially own through a trust. Does not include stock
options to purchase 30,000 shares which options vest on
December 10, 1997.
(9) Includes 163,000 shares, stock option to purchase
300,000 shares and Series A Warrants to purchase 3,000
shares. Also includes 18,000 shares that Mr. Clarke is
deemed to beneficially own as a result of their being
owned by a controlled entity, 123,465 shares, 18,000
Series A Warrants and 21,841 Series B Warrants owned by
his spouse, and 18,000 shares owned by a minor child,
which he is deemed to beneficially own. Does not include
the Earn-Out Shares.
(10) Includes 918,040 Series B Warrants and stock options to
purchase 20,000 shares of Common Stock.
The Registrant is not aware of any arrangements, the
operation of which may at a subsequent date result in a
change in control of the Registrant.
12
<PAGE>
Selling Securityholders
The following table provides the names of and number of
shares of Common Stock offered for sale by each Selling
Securityholder. The Selling Securityholders may sell all,
some or none of their shares of Common Stock. The following
entries to the table represent, respectively, the total
number of shares which each stockholder may sell pursuant to
the registration statement. Assuming that all of the stock
offered hereby is sold, no Selling Securityholder would own
more than 1% of the outstanding common stock of the Company.
See also "Principal Securityholders."
The shares of Common Stock offered by this Prospectus
may be offered from time to time by the Selling
Securityholders named below. Unless otherwise noted, no
Selling Securityholder is an executive officer of the
Company.
Percentage Stock
of Common Underlying
Stock Stock Stock Warrants
Name(1) Owned as Owned Offered and Stock
of April Before Hereby Options
15, 1997 Offering Offered
Hereby
- ------------------- --------- ----------- -------- -----------
A/S Kapitalutvikling * 6,000
Magne F. Aaby 50,000 * 50,000 30,000
AHM Eiendoms AS 10,000 * 10,000 6,000
Celia Allsop 5,000 * 5,000 3,000
Alpine Securities * 50,000
Corporation
John G. Argitis 10,000 * 10,000 6,000
Arimo Corporation 5,000 * 5,000 3,000
Dennis & Marilyn 5,000 * 5,000 3,000
Astrella
Caroline Bandlien 38,250 * 38,250
Charlotte Bandlien 38,250 * 38,250
Einar H. Bandlien 203,000 3% 203,000 30,000
Karl Bandlien 9,000 * 9,000
Banque Edouard Constant 33,375 * 33,375 11,125
SA
Banyan Investment 83,333 2% 83,333 105,498
Company, LC
Beatrice Barnett * 3,000
Gary Barnett 5,000 * 5,000 6,000
Josef A. Bauer * 30,000
Dennis Malcolm Baylin * 7,500
Michael Roy Bichan 34,497 * 34,497
Susie Elizabeth Bichan 9,000 * 9,000
Stewart & Debbie Blake * 9,000
BO Shipping AS 6,250 1% 6,250 109,500
Bostar A.S. * 30,000
Boyd Financial Corp. 104,519 1% 104,519 11,111
Harvey R. Brice BSCC 10,000 * 10,000 9,000
M/P Plan A/C #13-
3604093
Butler Investments Ltd. 147,000 3% 137,000 97,200
Cameo Trust Corp. * 10,800
Limited
The Canada Trust 10,000 * 10,000 6,000
Company
Capital Growth 9% 938,040
International
Lisa Natalie Caplan * 600
Gregory W. Carlisle 5,000 * 5,000 3,000
M.J. Carter 10,000 * 10,000 6,000
Cartwright Holdings, * 110,494
Inc.
Castle Rock Land & 5,000 * 5,000 3,000
Livestock, L.C.
Central Investments * 30,000
Limited
Charles Chamberlain 5,000 * 5,000 3,000
Louise Chamberlain 5,000 * 5,000 3,000
Chesham Consultants Ltd 18,000 * 18,000
13
<PAGE>
Cristofer Clarke 18,000 * 18,000
John T. Clarke (2) 163,000 5% 73,000 303,000
Gail Victoria Clarke 68,362 * 68,362 39,841
Michelle M.G. Clarke 44,000 * 44,000 7,500
Thomas Clarke 70,803 * 70,803
Willaim F. Coffin * 5,280
Robert E. Colby Jr. 60,500 * 60,500 34,500
Corner Bank Ltd. 30,000 * 30,000 51,000
Martin & Susan Cox 2,600 * 2,600
Credit Suisse * 39,000
(Guernesy) Limited
Karen Davis * 2,000
Demachy Worms & Co. * 75,000
International Ltd.
John Dillaway * 3,000
Edgeport Nominees 356,500 4% 356,500 51,950
Limited
Egger & Co. 2% 151,500
Eurocapital Ltd * 23,100
Failor Family Trust 45,000 * 45,000
Anders Farestveit 50,000 2% 50,000 180,000
Farnes, Gary c/f Trent 1,000 * 1,000
Farnes
Gary Farnes c/f Trevor 1,000 * 1,000
Farnes
Gary Wm. Farnes (2) 41,000 1% 41,000 50,000
Tami Farnes 1,000 * 1,000
Tara Farnes 1,000 * 1,000
Timothy L. Farnes 6,100 * 6,100 21,500
Tyler Farnes 2,500 * 2,500 1,500
M, Farrel 32,000 * 32,000 3,000
Alan Field 25,000 * 25,000 15,000
Alan & Susan Field 38,760 * 38,760 5,420
David Floor 5,000 * 5,000 3,000
Fred C. Follmer * 6,000
Elaine Foster 22,500 * 22,500
Nigel Foster 135,000 2% 135,000
Deborah May Fowler 2,250 * 2,250
Richard Fowler 2,250 * 2,250
Freed Investment 10,000 * 10,000 6,000
Company
David L. Freed Family 5,000 * 5,000 3,000
Trust
David W. Freed 10,000 * 10,000 6,000
John & Karen Freed 22,000 * 22,000 10,000
Paul L. Freed 11,000 * 11,000 5,000
Peter Q. Freed 10,000 * 10,000 6,000
Robert E. Freed Family 22,000 * 22,000 10,000
Trust
Jack Freidman 25,000 * 25,000 15,000
G-Men, Inc. 20,000 * 20,000 12,000
Galway Capital Limited 180,000 2% 180,000
Genevalor Trusteeship & 240,214 5% 240,214 226,667
Management Corp.
Jeremy A. Gilbert 5,000 * 5,000 3,000
Paul Glass * 4,500
Judy Goodstein 9,800 * 9,800
John J. Gottsman * 15,000
Gillian Margaret Gray 25,000 * 25,000 15,000
Michael John Gray 25,000 * 25,000 15,000
Susan Greenberg 5,000 * 5,000 6,000
Tad Gygi 9,000 * 9,000
Arnfin Haavik 123,000 1% 123,000
Turid Nordal Haavik 18,000 * 18,000 9,000
Gail Healey 55,103 * 55,103
Kevin Healey 1,000
Pearl Healey 1,000
Timothy Healey 1,000
John & Lenore Heckler 3,500 * 3,500 3,000
Arne Hellesto * 30,000
14
<PAGE>
Tom Henriksen * 3,000
Heptagon Investments * 15,000
Ltd.
Daniel M. Herscher, 5,000 * 5,000 3,000
Trustee, Daniel M.
Herscher, Esq.,
Retirement Plan Trust
Hill Oldridge Ltd. 8,500 * 8,500
Pension Fund
Julian Hill 15,600 * 15,600 4,000
Hollis Holding A/S 8,000 * 8,000 6,000
Nils Otto Holmen 25,000 * 25,000 15,000
Simen Horne 10,000 * 10,000 6,000
Charlotte Horowitz 5,000 * 5,000 9,000
Charlotte Horowitz IRA 10,000 10,000
Svein Huse 50,000 * 50,000 30,000
Hutton International SA 50,000 * 50,000 30,000
Intl. Asso. of 45,000 * 45,000
Christian Prof.
George Anthony Jackson 22,500 * 22,500
Mary Jackson 22,500 * 22,500
Michael S. Jacobs 5,300 * 5,300 7,500
Allan D. Jacobson IRA 12,500 * 12,500 7,500
Lenard E. Jacobson, * 9,000
M.D.
Fiona Samantha Jane * 3,500
Jennings Asset Group * 7,500
III
Steinar Schei Johansen 13,500 * 13,500
Svein E. Johansen 109,000 1% 109,000 6,000
Torgeir Schei Johansen 13,500 * 13,500
Maria Elizabeth Jones * 1,000
Margaret Joseph 12,600 * 12,600
Ted Kaminer & Hillary 2,000 * 2,000 3,000
Kahn Jtnros
Mark E. Karp 9,000 * 9,000
Kaufman & Leinberger 5,000 * 5,000 3,000
Investments, Inc.
Inga Jane Kempton 9,000 * 9,000
Vance Kirby 15,000 * 15,000 9,000
Ronald B. Koenig * 7,500
Pierre & Francoise * 6,000
Lambert
Andrew Paul Lampert 10,000 * 10,000 6,000
Barbara C. Langham 2,000 * 2,000 3,000
Charles J. Charlayne E. 10,000 * 10,000 6,000
Lasky
Legal and Equitable * 9,000
Pension Fund
J. Matt Lepo 5,000 * 5,000 3,000
Dr. J. K. Lewinsohn 93,143 1% 93,143 16,667
M.R. Lewinsohn 120,500 3% 120,500 150,000
Claus Lian 25,000 * 25,000 15,000
Rabbe E. Lund 42,700 1% 42,700 30,000
Mamimu Ltd. * 7,500
K Mason 8,000 * 8,000
Joseph & Lillian 2,500 * 2,500 1,500
Matulich
Albert Maturo & 5,000 * 5,000
Josephine Maturo
Chris Maturo * 3,000
Metropolitan Finance 89,000 1% 89,000 27,000
Limited
Eugene J. Meyers * 7,500
Neil P. Micklethwaire 15,000 * 15,000 9,000
George H. Miller 7,000 * 7,000 3,000
Peter Mills * 9,000
Wenche Moe 15,000 * 15,000 9,000
Marie-Pascale Molema 23,000 * 23,000 15,000
Michael & Nancy Morris * 1,563
Tracy Moss 24,000 * 24,000 12,000
Joe & Sandra Motzkin 6,000 * 6,000 7,500
Naess Investments 33,333 * 33,333 11,111
Limited
Nap Enterprises Limited 32,357 * 32,357
15
<PAGE>
Napier Brown Holdings * 45,000
Ltd.
Nancy and Clyde Needham 11,500 * 11,500 1,500
Mark Nelson 20,000
Anne & Harry Newman 10,000 * 10,000 6,000
Norman Assurance AS 182,500 2% 182,500
Harald Norman 2% 217,500
Oistein Nyberg * 9,000
Joan O'Gorman 13,500 * 13,500
Sigurd Olsvold 5,000 * 5,000 3,000
Oral & Maxillofacial 96,333 1% 96,333
Surgical Association
Gisela Oswald 13,050 * 13,050 4,350
Bonita Michelle 11,700 * 11,700
Overlander
Clive Overlander 16,700 * 16,700 3,000
Carolyn Owen 2,500 * 2,500 1,500
Owen, Charles V. 2,500 * 2,500 31,500
Raymond H. Owen 5,000 * 5,000 3,000
Perwick Holdings Limted 1% 115,024
Morten Poulsson 25,000 * 25,000 15,000
PQF Investments 5,000 * 5,000 3,000
Prime Grieb & Co., * 5,100
Limited
Prodeco Capital 240,000 4% 240,000 120,000
Corporation
Elizabeth Diane Pummell 2,500 * 2,500 1,500
Martyn James Pummell 25,000 * 25,000 15,000
Derek Reddin-Clancy 7,200 * 7,200
Mary-Pat Reddin-Clancy 10,800 * 10,800
David A. Rees 20,000 * 20,000 15,000
John E. Reihl 5,000 * 5,000 3,000
Lawrence Reineke * 50,000
Republic National Bank * 27,000
Devin Rhoton * 3,000
John Laurence 5,000 * 5,000
Richardson
Patrick George Ridgwell 10,000 * 10,000 30,000
Andrew Kent Robertson * 30,000
Brad Robinson(2) 330,219 7% 240,219 300,000
David Robinson(2) 417,719 7% 327,719 212,500
J. Clark Robinson(2) 90,000 2% 90,000 75,000
J. Clark Robinson, 45,000 * 45,000 27,000
Trustee Robinson
Family Trust(2)
Steffanie Robinson * 10,000
Stephen L. Robinson 12,500 * 12,500 7,500
Charles & Marilyn 5,000 * 5,000 3,000
Roellig
Josephine F. Rose 5,000 * 5,000 3,000
Family Trust
Ruth W. Rose 900 * 900
Gerald Rosen 7,500 * 7,500 4,500
Brian Stuart Roth 49,875 * 49,875 7,025
Brian and Suzan Irene 17,340 * 17,340 5,780
Roth, JTWRS
Brian Stuart Roth in 11,795 * 11,795 1,265
Trust 1 FBO Laura
Jane Roth
Brian Stuart Roth in 11,795 * 11,795 1,265
Trust 2 FBO Lucie
Claire Roth
Nicholas Leigh Roth 11,500 * 11,500
Nigel James Roth 11,500 * 11,500
Suzan Irene Roth 48,550 * 48,550 3,750
Michel Roy 5,000 * 5,000 3,000
Cheryl Lynn Rubin 32,000 * 32,000 3,000
Pierre Rudman * 3,063
Allan Rudnick IRA * 6,000
Rollover
S.P. Angel Nominees 22,500 1% 12,500 87,500
Saracen Int. Inc. * 15,000
Barry A. Saunders 27,000 * 27,000
Skull Valley Company, 10,000 * 10,000 6,000
Ltd.
Lynette Small 5,000 * 5,000
Karen Elizabeth Smith 119,500 2% 119,500 20,000
Phillip Smith 9,000 * 9,000
Fred Snitzer * 9,000
Snowboard Stiftung * 30,000
Robert & Claudia 18,667 * 18,667
16
<PAGE>
Sorrentino
Spellord, Inc. * 15,000
Standard Acre SA * 3,125
Marla Stegen * 4,000
Brian Sutherland * 50,000
Svien Erik Stiansen 25,000 * 25,000 15,000
Torill Stiansen 9,000 * 9,000
Stolzoff Family Trust 30,000 * 30,000 30,000
Gary Stolzoff 12,500 * 12,500 7,500
Gary Stout * 15,000
Karl Sivert Sunde 10,000 * 10,000 6,000
Swiss American Sec., 71,000 * 45,000
Ltd
The Chase Manhattan 7,500 * 7,500
Bank NA
The First National Bank *
of Chicago
The Joseph Accumulation 9,000 * 9,000
& Maintenance
Settlement
Bruce W. Thorne 900 * 900
Craig N. Thorne 900 * 900
David L. Thorne 5,900 * 5,900 38,000
Gale H. Throne, Trustee 25,000 * 25,000
of Gale H. Throne
Trust(2)
Gale H. Thorne (2) 18,000 2% 130,000
Gale H. Thorne, Jr. 5,900 * 5,900 33,000
Kendall P. Thorne 900 * 900
Michael L. Thorne 900 * 900
Steven D. Thorne 900 * 900
Leslie Thorne 10,000 * 10,000 6,000
Olve Torvanger 126,000 1% 126,000
Richard Trew 19,800 * 11,800
Nils N. Trulsvik 112,500 1% 112,500 4,500
Michael Vanderhoof 5,000 * 5,000 3,000
Vital Milj AS 2%* 172,600
Vineyard Point Road 25,000 * 25,000 15,000
Assoc.
Robert R. Walker(2) * 50,000
Robert R. Walker, Gen. 63,000 1% 63,000
Partner of Robert R.
Walker Investment LTD
Partnership(2)
Sidsel O.Walker 16,500 * 16,500 4,500
Steve Wallitt * 3,000
Jill Washburn * 5,000
Allan Weissglass 20,000 * 20,000 15,000
Joel S. Weissglass 20,000 * 20,000 12,000
Anthony Neal Wenham 4,500 * 4,500
David John Wenham 23,000 * 23,000 3,000
James Robert Wenham 4,500 * 4,500
Valerie Ann Wenham 23,000 * 23,000 3,000
Lago Wernstedt 20,000 * 20,000 12,000
Ann Marie Whiting 5,400 * 5,400
Audrey Doreen Whiting 5,400 * 5,400
John Wilkinson 28,500 * 28,500
Joseph A. Wilkinson * 6,000
Kathryn Wilson 4,500 * 4,500
David & Susan Wilstein, * 15,000
Trustees of Century
Trust
Roy Vincent Wright 15,000 * 15,000 9,000
Jim Yardley 4,000 * 4,000
Totals 6,814,7 6,472,7 6,016,3
92 92 14
* Less than 1% (rounded to the nearest percentage)
_______________
(1) For purposes of this table, ownership with respect
to a Securityholder does not include shares of Common
Stock beneficially owned but held by other persons shown
in this table.
(2) Indicates employee or director of the Company or of
SHP during the past three years.
17
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold
from time to time by the Selling Securityholders, or by
pledgees, donees, transferees or other successors in
interest. Such sales may be made in the Over-the-Counter
market or on Nasdaq on terms to be determined at the time of
such sales. The Selling Securityholders may also make
private sales directly or through a broker or brokers.
Alternatively, the Selling Securityholders may from time to
time offer shares of Common Stock offered hereby to or
through underwriters, dealers or agents, who may receive
consideration in the form of discounts and commissions; such
compensation, which may be in excess of normal brokerage
commissions, may be paid by the Selling Securityholders
and/or purchasers of the shares of Common Stock offered
hereby for whom such underwriters, dealers or agents may
act. The Selling Securityholders and any dealers or agents
that participate in the distribution of the shares of Common
Stock offered hereby may be deemed to be "underwriters" as
defined in the Securities Act and any profit on the sale of
such shares of Common Stock offered hereunder by them and
any discounts, commissions or concessions received by any
such dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. The
aggregate proceeds to the Selling Securityholders from sales
of the Securities offered by the Selling Securityholders
hereby will be the purchase price of the Securities less any
broker's commissions.
The Common Stock issuable upon exercise of the Warrants
and Stock Options and offered hereby will be issued by the
Company to holders of Warrants and Stock Options from time
to time pursuant to exercise of such Warrants and Stock
Options in accordance with the terms thereof.
The Company anticipates keeping this Registration
Statement current until all of the Securities are sold or
effectively become freely tradable. The Company may from
time to time notify the Selling Security holders that the
Registration Statement is not current and that as sales of
the Securities may not occur until the Prospectus is
supplemented by sticker or amendment, as is appropriate.
To the extent required, the specific Securities to be
sold, the names of the Selling Securityholders, the
respective purchase prices and public offering prices, the
names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying
Prospectus Supplement or, if appropriate, a post-effective
amendment to the Registration Statement of which this
Prospectus is a part.
The Securities offered hereby may be sold from time to
time in one or more transactions at a fixed price, which may
be changed, or at varying prices determined at the time of
such sale or at negotiated prices.
In order to comply with the securities laws of certain
states, if applicable, the Securities offered hereby will be
sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain cases
Securities may not be sold unless they have been registered
or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement
is available and is complied with.
Under applicable rules and regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), any person engaged in the distribution of the Common
Stock offered hereby may not simultaneously engage in market
making activities with respect to the Securities for a
period of two business days prior to the commencement of
such distribution. In addition, without limiting the
foregoing, the Selling Securityholders will be subject to
applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation,
Regulation M, which provisions may limit the timing of
purchases and sales of Securities by Selling
Securityholders.
The Company has agreed to indemnify certain Selling
Securityholders against certain liabilities, including
liabilities under the Securities Act.
18
<PAGE>
LEGAL MATTERS
Certain legal matters relating to the Securities are
being passed upon the Company by its legal counsel,
Blackburn & Stoll, LC.
EXPERTS
The consolidated financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement, to the extent and for
the periods indicated in their reports, have been audited by Arthur Andersen,
LLP and KPMG Peat Marwick LLP, independent public accountants, and are included
herein in reliance on authority of said firms as experts in accounting and
auditing in giving said reports. Reference is made to said reports which include
an explantory paragraph that describes the matters that raise substantial doubt
about the Company's ability to continue as a going concern discussed in Note 1
to the consolidated financial statements.
19
<PAGE>
No dealer, sales
representative, or any other
person has been authorized to
give any information or to make
any representations in
connection with this offering
other than those contained in 12,489,106 Shares of Common
this Prospectus, and if given Stock
or made, such information or
representation must not be
relied upon as having been
authorized by the Company or
any of the Selling Specialized Health Products
Securityholders. This International, Inc.
Prospectus does not constitute
an offer to sell or a
solicitation of an offer to buy
any securities other than the
securities to which it relates;
not does it constitute an offer
to sell, or a solicitation of _____________
an offer to buy, any of the
securities covered by this PROSPECTUS
Prospectus by the Company or ____________
any of the Selling
Securityholders in any state to
any person to whom it is
unlawful for the Company of the
Selling Securityholders to make
such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an
implication that there has been
no change in the affairs of the
Company or that information
contained herein is correct as
of any time subsequent to the
date hereof.
______________________
____________________________
TABLE OF CONTENTS
__________ , 19__
Page
Available Information 2
Incorporation Of Certain
Documents By
Reference 2
Prospectus Summary 3
The Company 3
The Offering 3
Summary Selected Financial
Data 4
Risk Factors 5
Use of Proceeds 11
Description of Common Stock 11
Principal and Selling
Securityholders 11
Plan of Distribution 18
Legal Matters 19
Experts 19
______________________
20
<PAGE>
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the fees and expenses
payable by the Company in connection with the issuance and
distribution of the shares of Common Stock:
Securities and Exchange Commission registration $11,308
fee
NASDAQ listing fee 0
Blue Sky fees and expenses 0
Printing expenses 3,000
Legal fees and expenses 15,000
Accounting fees and expenses 7,500
Transfer Agent fees 2,000
Miscellaneous 3,000
-------
Total $41,808
_______________ =======
The Selling Securityholders will pay all applicable stock
transfer taxes, transfer fees and related fees and expenses.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
(the "DGCL") permits the Company to indemnify its directors,
officers, employees and agents, subject to certain
conditions and limitations. Article Ninth of the Company's
Restated Certificate of Incorporation states:
To the fullest extent permitted by the laws of
the State of Delaware now or hereafter in force, no
director of this corporation shall be personally
liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of the foregoing
provisions of this Article NINTH shall not adversely
affect any right or protection hereunder of any person
in respect of any act or omission occurring prior to
the time of such repeal or modification. The
provisions of this Article NINTH shall not be deemed
to limit or preclude indemnification of a director by
the corporation for any liability of a director which
has not been eliminated by the provisions of this
Article NINTH.
Article XI of the Company's Bylaws requires the Company
to indemnify officers, employees and agents (collectively
"Agents") to the full extent permitted by the DGCL. The
Company has also entered into Indemnity Agreements with its
officers pursuant to which the Company has agreed to
indemnify them. The Indemnity Agreements require payment of
any amount which an indemnitee is legally obligated to pay
because of claims relating to his or her service as an
officer, although in many circumstances such indemnification
would be discretionary. The Indemnity Agreements also
provide that the Company will have the burden of proving
that the applicable standard of conduct has not been met.
However, Company is not obligated to make any payment
prohibited by law or to pay where payment is made to an
indemnitee under an insurance policy or otherwise.
The Company's Bylaws, together with the Indemnity
Agreements, expand the Company's indemnity obligations to
the full extent permitted by law. While Delaware law
contemplates some expansion of indemnification beyond what
is specifically authorized by the DGCL, the courts have not
yet established the boundaries of permissible
indemnification.
The Company and its directors and officers are also
covered by liability insurance coverage.
Item 16. Exhibits.
(a) Exhibits.
The following is a complete list of Exhibits filed
or incorporated by reference as part of this Registration
Statement.
II-1
<PAGE>
Exhibit No. Description Page
4.1 Form of Series A Warrant (Incorporated by
reference to Exhibit 4.1 of the Company's
Annual Report on Form 10-K, dated December 31,
1995.)
4.2 Form of Series B Warrant (Incorporated by
reference to Exhibit 4.2 of the Company's
Annual Report on Form 10-K, dated December 31,
1995.)
4.3 Form of Series C Warrant
5.1 Opinion of Blackburn & Stoll, LC
23.1 Consent of KPMG Peat Marwick LLP, Independent
Public Accountants
23.2 Consent of Arthur Andersen LLP, Independent
Public Accountants
23.3 Consent of Blackburn & Stoll, LC (included in
Exhibit 5.1 hereto)
24.1 Powers of Attorney (included in Part II of
this Registration Statement)
_______________
(b) Financial Statement Schedules.
None.
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file
a post-effective amendment to the registration statement to
include any financial statements required by 210.3-19 of
this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure
that all other information in the prospectus is at least as
current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not
be filed to include financial statements and information
required by Section 10(a)(3) of the Act or 210.3-19 of this
chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Form F-3.
(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 therein, and the offering of such
securities at that 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 and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city
of Bountiful, State of Utah, on April 17, 1997.
SPECIALIZED HEALTH PRODUCTS
INTERNATIONAL, INC.:
By /s/ David A. Robinson
------------------------------------
David A. Robinson, President, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
on behalf of the registrant in the capacities and on the dates
indicated.
Signature Title Date
* Director and Vice President April 17, 1997
- ---------------------
Bradley C. Robinson
* Director, Vice President, Chief April 17, 1997
- --------------------- Financial Officer and Secretary
J. Clark Robinson (Principal Financial and
Accounting Officer)
* Director and Vice President April 17, 1997
- --------------------
Gale H. Thorne
* Director April 17, 1997
- --------------------
Gary W. Farnes
* Director April 17, 1997
- -------------------
Robert R. Walker
* By /s/ David A. Robinson
---------------------
Attorney-in-Fact
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
EXHIBITS
to
FORM S-3 REGISTRATION STATEMENT
Under the Securities Act of 1933
_______________
Specialized Health Products International, Inc.
<PAGE>
Exhibits.
The following is a complete list of Exhibits filed or
incorporated by reference as part of this Registration Statement.
Exhibit No. Description Page
4.1 Form of Series A Warrant (Incorporated by
reference to Exhibit 4.1 of the Company's
Annual Report on Form 10-K, dated December 31,
1995.)
4.2 Form of Series B Warrant (Incorporated by
reference to Exhibit 4.2 of the Company's
Annual Report on Form 10-K, dated December 31,
1995.)
4.3 Form of Series C Warrant
5.1 Opinion of Blackburn & Stoll, LC
23.1 Consent of KPMG Peat Marwick LLP, Independent
Public Accountants
23.2 Consent of Arthur Andersen LLP, Independent
Public Accountants
23.3 Consent of Blackburn & Stoll, LC (included in
Exhibit 5.1 hereto)
24.1 Powers of Attorney (included in Part II of
this Registration Statement)
_______________
SERIES "C" WARRANTS
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK
ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF
REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF
FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
Incorporated Under the Laws of the State of Delaware
No. C - _________ _________ Series C Common Stock
Purchase Warrants
CERTIFICATE FOR SERIES "C" COMMON STOCK
PURCHASE WARRANTS
1. Warrant. This Warrant Certificate certifies that
, or registered assigns (the "Registered Holder"), is the
registered owner of the above indicated number of Warrants
expiring on the Expiration Date, as hereinafter defined. One (1)
Warrant entitles the Registered Holder to purchase one (1) share
of the common stock, $.02 par value (a "Share"), of Specialized
Health Products International, Inc., a Delaware corporation (the
"Company"), from the Company at a purchase price of Three Dollars
and no/100 ($3.00) (the "Exercise Price") at any time during the
Exercise Period, as hereinafter defined, upon surrender of this
Warrant Certificate with the exercise form hereon duly completed
and executed and accompanied by payment of the Exercise Price at
the principal office of the Company.
Upon due presentment for transfer or exchange of this
Warrant Certificate at the principal office of the Company, a new
Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be
issued in exchange for this Warrant Certificate, subject to the
limitations provided herein, upon payment of any tax or
governmental charge imposed in connection with such transfer.
Subject to the terms hereof, the Company shall deliver Warrant
Certificates in required whole number denominations to Registered
Holders in connection with any transfer or exchange permitted
hereunder.
2. Restrictive Legend. Each Warrant Certificate and each
certificate representing Shares issued upon exercise of a
Warrant, unless such Shares are then registered under the
Securities Act of 1933, as amended (the "Act"), shall bear a
legend in substantially the following form:
1
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE
SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD
ONLY IF REGISTERED AND QUALIFIED PURSUANT TO
RELEVANT PROVISIONS OF FEDERAL AND STATE
SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS
APPLICABLE.
3. Exercise. Subject to the terms hereof, the
Warrants, evidenced by this Warrant Certificate, may be
exercised at the Exercise Price in whole or in part at any
time during the period (the "Exercise Period") commencing on
the date hereof and terminating at the close of business on
that day (the "Expiration Date") which is the second
anniversary of the date on which a registration statement
filed pursuant to the Act covering the resale of the Shares
to be issued upon exercise of this Warrant is declared
effective by the Securities and Exchange Commission,
provided that the Exercise Period shall be extended and the
Expiration Date delayed by one business day for each
business day subsequent to such effectiveness on which a
prospectus meeting the prospectus delivery requirements of
the Act and covering the resale of such Shares by the
Registered Holder hereof or the successors in interest to
such Registered Holder is not available. The Exercise
Period may also be extended by the Company's Board of
Directors.
A Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date (the
"Exercise Date") of the surrender to the Company at its
principal offices of this Warrant Certificate with the
exercise form attached hereto executed by the Registered
Holder and accompanied by payment to the Company, in cash,
wire transfer, or by official bank or certified check, of an
amount equal to the aggregate Exercise Price, in lawful
money of the United States of America.
The person entitled to receive the Shares issuable upon
exercise of a Warrant or Warrants ("Warrant Shares") shall
be treated for all purposes as the holder of such Warrant
Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any fractional
share interests in Warrant Shares issuable or deliverable on
the exercise of any Warrant or scrip or cash with respect
thereto, and such right to a fractional share shall be of no
value whatsoever. If more than one Warrant shall be
exercised at one time by the same Registered Holder, the
number of full Shares which shall be issuable on exercise
thereof shall be computed on the basis of the aggregate
number of full shares issuable on such exercise.
Promptly, and in any event within ten business days
after the Exercise Date, the Company shall cause to be
issued and delivered to the person or persons entitled to
receive the same, a certificate or certificates for the
number of Warrant Shares deliverable on such exercise.
The Company may deem and treat the Registered Holder of
the Warrants at any time as the absolute owner thereof for
all purposes, and the Company shall not be affected by any
notice to the contrary. The Warrants shall not entitle the
Registered Holder thereof to any of the rights of
shareholders or to any dividend declared on the Shares
unless the Registered Holder shall have exercised the
Warrants and thereby purchased the Warrant Shares prior to
the record date for the determination of holders of Shares
entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The
Company covenants that it will at all times reserve and have
available from its authorized Common Stock such number of
shares as shall then be issuable on the exercise of
outstanding Warrants. The Company covenants that all
2
<PAGE>
Warrant Shares which shall be so issuable shall be duly and
validly issued, fully paid and nonassessable, and free from
all taxes, liens and charges with respect to the issue
thereof.
The Registered Holder shall pay all documentary, stamp
or similar taxes and other government charges that may be
imposed with respect to the issuance, transfer or delivery
of any Warrant Shares on exercise of the Warrants. In the
event the Warrant Shares are to be delivered in a name other
than the name of the Registered Holder of the Warrant
Certificate, no such delivery shall be made unless the
person requesting the same has paid the amount of any such
taxes or charges incident thereto.
5. Registration of Transfer. The Warrant
Certificates may be transferred in whole or in part,
provided any such transfer complies with all applicable
federal and state securities laws and, if requested by the
Company, the Registered Holder delivers to the Company an
opinion of counsel to that effect, in form and substance
reasonably acceptable to the Company. Warrant Certificates
to be transferred shall be surrendered to the Company at its
principal office. The Company shall execute, issue and
deliver in exchange therefor the Warrant Certificate or
Certificates which the Registered Holder making the transfer
shall be entitled to receive.
The Company shall keep transfer books at its principal
office or at the office of its warrant agent which shall
register Warrant Certificates and the transfer thereof. On
due presentment of any Warrant Certificate for registration
of transfer at such office, the Company shall execute, issue
and deliver to the transferee or transferees a new Warrant
Certificate or Certificates representing an equal aggregate
number of Warrants. All Warrant Certificates presented for
registration of transfer or exercise shall be duly endorsed
or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company. The Company
may require payment of a sum sufficient to cover any tax or
other government charge that may be imposed in connection
therewith.
All Warrant Certificates so surrendered, or surrendered
for exercise, or for exchange in case of mutilated Warrant
Certificates, shall be promptly canceled by the Company and
thereafter retained by the Company until the Expiration
Date. Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder of any
Warrant Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the
Company shall not be affected by any notice to the contrary.
6. Loss or Mutilation. On receipt by the Company of
evidence satisfactory as to the ownership of and the loss,
theft, destruction or mutilation of this Warrant
Certificate, the Company shall execute and deliver, in lieu
thereof, a new Warrant Certificate representing an equal
aggregate number of Warrants. In the case of loss, theft or
destruction of any Warrant Certificate, the individual
requesting issuance of a new Warrant Certificate shall be
required to indemnify the Company in an amount satisfactory
to the Company. In the event a Warrant Certificate is
mutilated, such Certificate shall be surrendered and
canceled by the Company prior to delivery of a new Warrant
Certificate. Applicants for a new Warrant Certificate shall
also comply with such other regulations and pay such other
reasonable charges as the Company may prescribe.
7. Call Option. So long as the closing bid price or
last trade in the principal market in which, or on the
principal exchange on which, the Shares trade exceeds Six
Dollars ($6.00) for the ten (10) consecutive trading days
preceding but not including the date of the notice of such
call, the Company shall have the right and option, upon no
less than twenty (20) trading days' written notice to the
Registered Holder, to call, and thereafter to redeem and
acquire all of the Warrants remaining outstanding and
unexercised at the date fixed for such redemption in such
notice (the "Redemption Date"), which Redemption Date shall
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<PAGE>
be at least 20 trading days after the date of such notice,
for an amount equal to One-Tenth of One Cent ($.001) per
Warrant; provided, however, that the Registered Holder shall
have the right during the period between the date of such
notice and the Redemption Date to exercise the Warrants in
accordance with the provisions of Section 3 hereof and
provided further that a prospectus meeting the prospectus
delivery requirements of the Act and covering the resale of
such Shares by the Registered Holder hereof or the
successors in interest to such Registered Holder is
available during the entire period between such notice and
the Redemption Date. Said notice of redemption shall
require the Registered Holder to surrender to the Company,
on the Redemption Date, at the principal executive offices
of the Company, his certificate or certificates representing
the Warrants to be redeemed. Notwithstanding the fact that
any Warrants called for redemption have not been surrendered
for redemption and cancellation on the Redemption Date,
after the Redemption Date such Warrants shall be deemed to
be expired and all rights of the Registered Holder of such
unsurrendered Warrants shall cease and terminate, other than
the right to receive the redemption price of $.001 per
Warrant for such Warrants, without interest.
In connection with any call hereunder, the Company
shall have no obligation to call any other stock purchase
warrant or warrants, whether or not having similar terms,
and no call made pursuant to any other stock purchase
warrant shall obligate the Company to exercise its right and
option to make a call hereunder.
8. Adjustment of Shares. The number and kind of
securities issuable upon exercise of a Warrant shall be
subject to adjustment from time to time upon the happening
of certain events, as follows:
(a) Stock Splits, Stock Combinations and Certain
Stock Dividends. If the Company shall at any time
subdivide or combine its outstanding Shares, or declare
a dividend in Shares or other securities of the Company
convertible into or exchangeable for Shares, a Warrant
shall, after such subdivision or combination or after
the record date for such dividend, be exercisable for
that number of Shares and other securities of the
Company that the Registered Holder would have owned
immediately after such event with respect to the Shares
and other securities for which a Warrant may have been
exercised immediately before such event had the Warrant
been exercised immediately before such event. Any
adjustment under this Section 8 (a) shall become
effective at the close of business on the date the
subdivision, combination or dividend becomes effective.
(b) Adjustment for Reorganization, Consolidation,
Merger. In case of any reorganization of the Company
(or any other corporation the stock or other securities
of which are at the time receivable upon exercise of a
Warrant) or in case the Company (or any such other
corporation) shall merge into or with or consolidate
with another corporation or convey all or substantially
all of its assets to another corporation or enter into
a business combination of any form as a result of which
the Shares or other securities receivable upon exercise
of a Warrant are converted into other stock or
securities of the same or another corporation, then and
in each such case, the Registered Holder of a Warrant,
upon exercise of the purchase right at any time after
the consummation of such reorganization, consolidation,
merger, conveyance or combination, shall be entitled to
receive, in lieu of the Shares or other securities to
which such Registered Holder would have been entitled
had he exercised the purchase right immediately prior
thereto, such stock and securities which such
Registered Holder would have owned immediately after
such event with respect to the Shares and other
securities for which a Warrant may have been exercised
immediately before such event had the Warrant been
exercised immediately prior to such event.
4
<PAGE>
In each case of an adjustment in the Shares or other
securities receivable upon the exercise of a Warrant, the
Company shall promptly notify the Registered Holder of such
adjustment. Such notice shall set forth the facts upon
which such adjustment is based.
9. Reduction in Exercise Price at Company's Option.
The Company's Board of Directors may, at its sole
discretion, reduce the Exercise Price of the Warrants in
effect at any time either for the life of the Warrants or
any shorter period of time determined by the Company's Board
of Directors. The Company shall promptly notify the
Registered Holders of any such reduction in the Exercise
Price.
10. Registration Rights.
(a) Certain Definitions. As used in this Section 10,
the following definitions shall apply:
"Commission" means the Securities and Exchange
Commission or any other federal agency at the time
administering the Act.
"Holder" means any holder of a Warrant or outstanding
Registerable Securities.
"Registerable Securities" means the Warrant Shares
issued or issuable upon the exercise of a Warrant, provided,
however, that Registerable Securities shall not include any
Shares and other securities which have previously been
registered and sold to the public.
"Registration Expenses" means all expenses incurred by
the Company in complying with Section 10(b) including,
without limitation, all registration, qualification and
filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, and the
expense of any special audits incident to or required in
connection with any such registration. Registration
Expenses shall not include selling commissions, discounts or
other compensation paid to underwriters or other agents or
brokers to effect the sale.
The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a
registration statement in compliance with the Act (and any
post-effective amendments filed in connection therewith),
and the declaration of the effectiveness of such
registration statement.
(b) Registration. The Company shall:
(i) Following the original issuance of the
Warrants represented by this Warrant Certificate at
such time as the Company first prepares and files with
the Commission a registration statement on an
appropriate form that would permit inclusion of the
Registerable Securities in such registration statement
or a pre-effective amendment to such a registration
statement, include the Registrable Securities among the
securities being registered pursuant to such
registration statement. The Company shall diligently
prosecute such registration statement to effectiveness.
Such registration statement shall cover the resale of
such Warrant Shares by the Holder. The Company will
promptly notify the Holder regarding (i) the filing of
such registration statement and all amendments thereto,
(ii) the effectiveness of such registration statement
and any post-effective amendments thereto, (iii) the
occurrence of any event or condition that causes the
prospectus that is part of such registration statement
no longer to comply with the requirements of the Act,
and (iv) any request by the Commission for any
amendment or supplement to such registration statement
or any prospectus relating thereto;
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<PAGE>
(ii) Prepare and file with the Commission such
amendments and supplements to such registration
statement and the prospectus used in connection
therewith as may be necessary to keep such registration
statement effective and current and to comply with the
provisions of the Act with respect to the resale of the
Registerable Securities, including such amendments and
supplements as may be necessary to reflect the intended
method of disposition of the Holder, but for no longer
than one hundred eighty (180) days subsequent to the
Expiration Date or the Redemption Date;
(iii) Furnish to each Holder such number of
copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the
Act, and such other documents as such Holder may
reasonably request in order to facilitate the public
sale or other disposition of the Registerable
Securities by such Holder;
(iv) Use its best efforts to comply with all
applicable rules and regulations of the Commission,
including without limitation the rules and regulations
relating to the periodic reporting requirements under
the Securities Exchange Act of 1934, as amended; and
(v) Make available for inspection by the Holder
or by any underwriter, attorney, accountant or other
agent acting for such Holder in connection with the
disposition of Registrable Securities, in each case
upon receipt of an appropriate confidentiality
agreement, all corporate records, documents and
properties as may be reasonably requested.
(c) Expenses of Registration. All Registration
Expenses incurred in connection with the registration,
qualification or compliance pursuant to Section 10(b) hereof
shall be borne by the Company. The Holder shall be
responsible for all costs and expenses associated herewith
that are not Registration Expenses.
(d) Indemnification. In the event any of the
Registerable Securities are included in a registration
statement under this Section 10:
(i) The Company will indemnify each Holder, each
of its officers and directors and partners and each
person controlling such Holder within the meaning of
Section 15 of the Act, and each underwriter, if any,
and each person who controls any underwriter within the
meaning of Section 15 of the Act, against all expenses,
claims, losses, damages or liabilities (or actions in
respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material
fact contained in any registration statement,
prospectus, or other document, or any amendment or
supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission
(or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances in
which they were made, not misleading, or any violation
by the Company of any rule or regulation promulgated
under the Act applicable to the Company in connection
with any such registration, qualification or
compliance, and the Company will reimburse the Holder,
each of its officers and directors and partners and
each person controlling such Holder, each such
underwriter and each person who controls any such
underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in
any such case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based
6
<PAGE>
on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in
conformity with written information furnished to the
Company by such Holder or underwriter for use therein.
(ii) In order to include Registerable Securities
in a registration statement under this Section 10, a
Holder will be required to indemnify the Company, each
of its directors and officers, its legal counsel and
independent accountants, each underwriter, if any, of
the Company's securities covered by such registration
statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the
Act, and each other selling shareholder, each of its
officers and directors and partners and each person
controlling such selling shareholder within the meaning
of Section 15 of the Act, against all claims, losses,
damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained
in any such registration statement, prospectus,
offering circular or other document, or any omission
(or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading and will reimburse
the Company, such holders, such directors, officers,
counsel, accountants, persons, underwriters or control
persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such
registration statement, prospectus, offering circular
or other document in reliance upon and in conformity
with written information furnished to the Company by
the Holder for use therein.
(iii) Each party entitled to indemnification
under this Section (the "Indemnified Party") shall give
notice to the party required to provide indemnification
(the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as
to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall
be approved by the Indemnified Party (which approval
shall not unreasonably be withheld), and the
Indemnified Party may participate in such defense at
such Indemnified Party's expense. No Indemnifying
Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into
any settlement which does not include as an
unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or
litigation.
(iv) If the indemnification provided for in this
Section is held by a court of competent jurisdiction to
be unavailable to an Indemnified Party with respect to
any loss, liability, claim, damage or expense referred
to herein, then the Indemnifying Party, in lieu of
indemnifying the Indemnified Party, shall contribute to
the amount paid or payable by such Indemnified Party
with respect to such loss, liability, claim, damage or
expense in the proportion that is appropriate to
reflect the relative fault of the Indemnifying Party
and the Indemnified Party in connection with the
statements or omissions that resulted in such loss,
liability, claim, damage or expense, as well as any
other relevant equitable considerations. The relative
fault of the Indemnifying Party and the Indemnified
Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement
of material fact or the omission to state a material
fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party, and the
parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission.
7
<PAGE>
(e) Information by Holder. Each Holder of
Registerable Securities included in any registration shall
furnish to the Company such information regarding such
Holder, such securities and the distribution proposed by
such Holder as the Company may request in writing.
11. Notices. All notices, demands, elections, or
requests (however characterized or described) required or
authorized hereunder shall be deemed given sufficiently if
in writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by facsimile or
telegram to the Company, at its principal executive office,
and of the Registered Holder, at the address of such holder
as set forth on the books maintained by the Company.
12. General Provisions. This Warrant Certificate
shall be construed and enforced in accordance with, and
governed by, the laws of the State of Delaware. Except as
otherwise expressly stated herein, time is of the essence in
performing hereunder. The headings of this Warrant
Certificate are for convenience in reference only and shall
not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed as of the 7th day of April,
1997.
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
By _________________________ By__________________________
J. Clark Robinson, Secretary David A. Robinson, President
<PAGE>
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
The following abbreviations, when used in the
inscription on the face of this instrument, shall be
construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JR TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF TRANS MIN ACT - ____________ (Custodian for
Minor) as custodian for __________ (name of minor)
under the Uniform Transfers to Minors Act
Additional abbreviations may also be used though not in the
above list.
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if He or She
Desires to Assign Warrants Evidenced by the
Within Warrant Certificate)
FOR VALUE RECEIVED ___________________________ hereby
sells, assigns and transfers unto
_____________________________ _____________________
(_______) Warrants, evidenced by the within Warrant
Certificate, and does hereby irrevocably constitute and
appoint _____________________ __________________ Attorney to
transfer the said Warrants evidenced by the within Warrant
Certificates on the books of the Company, with full power of
substitution.
Dated:____________________ _____________________________
Signature
Notice: The above signature must correspond with the name
as written upon the face of the Warrant
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
Signature Guaranteed: _________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER
FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK
STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK
EXCHANGE, OR MIDWEST STOCK EXCHANGE.
8
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder if he Desires to Exercise
Warrants Evidenced by the Warrant Certificate)
To Specialized Health Products International, Inc.
The undersigned hereby irrevocably elects to exercise
___________________________ (______) Warrants, evidenced by
the within Warrant Certificate for, and to purchase
thereunder, _____________ _______________ (______) full
shares of Common Stock issuable upon exercise of said
Warrants and delivery of $_________ and any applicable
taxes.
The undersigned requests that certificates for such
shares be issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
_____________________________________
_____________________________________
(Please print name and address)
____________________________________________________________
__________________________________________________________
If said number of Warrants shall not be all the
Warrants evidenced by the within Warrant Certificate, the
undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised by issued in the
name of and delivered to:
____________________________________________________________
(Please print name and address)
____________________________________________________________
____________________________________________________________
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
9
<PAGE>
Dated: _____________________ Signature:__________________________
NOTICE: The above signature must correspond with the name
as written upon the face of the within Warrant
Certificate in every particular, without
alteration or enlargement or any change
whatsoever, or if signed by any other person the
Form of Assignment hereon must be duly executed
and if the certificate representing the shares or
any Warrant Certificate representing Warrants not
exercised is to be registered in a name other than
that in which the within Warrant Certificate is
registered, the signature of the holder hereof
must be guaranteed.
Signature Guaranteed:
___________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER
FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK
STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK
EXCHANGE, OR MIDWEST STOCK EXCHANGE.
BLACKBURN & STOLL, LC
Attorneys at Law Telephone (801)521-7900
77 West 200 South, Suite 400 Fax (801)521-7965
Salt Lake City, Utah
April 18, 1997
Specialized Health Products International, Inc.
655 East Medical Drive
Bountiful, Utah 84010
Re: Legality of Securities to be Registered under
Registration Statement on Form S-3 (No.333-23535)
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Sepcialized Health
Products International, Inc. (the "Company") in connection with the Company's
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to up to 12,489,106 shares of the Company's common stock, $.02 par
value per share (the "Common Stock"), consisting of 6,472,792 shares of Common
Stock held by the Company's stockholders (the "Outstanding Shares") and
6,016,314 shares of Common Stock issuable upon the exercise of outstanding
warrants and stock options (the "Warrant Stock").
We have examined the Restated Certificate of Incorporation and Certificate
of Amendment of Certificate of Incorporation of the Company on file with the
Secretary of State of the State of Delaware the Amended and Restated Bylaws of
the Company, such records of corporate proceedings of the Company and
cerificates of corporated officers of the Company as we have deemed appropriate
for the puroses of this opinion, the Registration Statement and the exhibits
thereto.
Based upon the foregoing, we are of the opinion that:
(A) The Outstanding Shares have been authorized for issuance and are
validly issued and outstanding, fully paid and nonassessable.
(B) The Warrants have been authorized for issuance and are validly
issued and outstanding, and are valid and binding obligations of the
Company enforceable in accordance with their terms.
(C) The shares of Warrant Stock have been authorized for issuance and
reserved by the Company and will be, when issued and delivered against
the exercise price therefor in accordance with the terms set forth in the
Registration Statement and in the warrant or option agreement, validly
issued, fully paid and nonassessable.
<PAGE>
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Blackburn & Stoll, LC
BLACKBURN & STOLL, LC
2
Independent Auditors' Consent
The Board of Directors and Stockholders
Specialized Health Products International, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-3 of Specialized Health Products International, Inc. of our report dated
February 2, 1996, relating to the consolidated balance sheets of Specialized
Health Products International, Inc. and subsidiary as of December 31, 1995 and
1994, and the related consolidated statements of operations, stockholders'
equity (deficit), and cash flows for the years then ended and for the period
from November 19, 1993 (date of inception) to December 31, 1993, which report
appears in the December 31, 1995 annual report on Form 10-K of Specialized
Health Products International, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Salt Lake City, Utah
April 18, 1997
