Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIORELEASE CORP.
(Exact name of registrant as specified in its charter)
Delaware 88-0218411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CONSULTANT STOCK OPTIONS DATED JANUARY 25, 1996 AND APRIL 1, 1996,
MCGUIRE TAX CONSULTING AGREEMENT AND
JOHN B. LOWY, ESQ. AND RICHARD FEINER, ESQ. LEGAL CONSULTING AGREEMENT
(Full Title of Plan)
RICHARD SCHUBERT, 10 CHESTNUT DRIVE, UNIT D, BEDFORD, N.H. 03110
(Name and Address of Agent for Service)
(603) 471-1255
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered(1) Share Price Fee (1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 $0.09 $ 22,500 $100 (min)
Common Stock (2) 175,000 $0.09 $ 15,750
Common Stock (2) 167,500 $0.06 $ 10,050
Common Stock (2) 250,000 $0.18 $ 45,000
</TABLE>
(1) The amount being registered represents an aggregate of 842,500 Shares of
Common Stock, 592,500 of which are issuable upon exercise of a like number
of options, which options were issued pursuant to the respective Plans.
Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
amended, the Registration Statement also covers an indeterminant amount of
shares to be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
(2) Issuable upon exercise of options.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan(s) Information
The information required by Part I is included in documents sent or given
to participants in the Consultant Stock Options dated January 25, 1996 and April
1, 1996, the McGuire Tax Consulting Agreement and the John B. Lowy, Esq. and
Richard Feiner, Esq. Legal Consulting Agreement pursuant to Rule 428 (b) (1).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the information requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports with the
Securities and Exchange Commission (the "Commission"). The documents listed
below are hereby incorporated by reference in this Registration Statement on
Form S-8; and all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference in this Registration Statement on Form
S-8, and shall be a part hereof from the date of the filing of such documents.
(a) The Registrant's annual report of Form 10-KSB for the fiscal year ended
June 30, 1996; and
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since June 30, 1996; and
(c) The description of the Common Stock which is contained in the registration
statement filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock will be
passed upon by John B. Lowy, P.C., Suite 403, 645 Fifth Avenue, New York, New
York 10022.
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Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who is, or is threatened to be made, a party
to any threatened, pending or completed action, suit or preceding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
an officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent or another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, has no reasonable cause to
believe his conduct was unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation. Where an officer
or director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under a corporation's by-laws, an
agreement, vote or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which a the director derived an improper personal
benefit.
Article EIGHTH of the Registrant's Certificate of Incorporation, as amended,
sets forth the extent to which directors and officers of the Registrant may be
indemnified against liabilities which they incur in their capacities as
directors of officers of the Registrant. Article EIGHTH also provides that
director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent such limitation is permitted by the Delaware General
Corporation Law.
Article V of the Company's By-Laws provides as follows:
The corporation shall indemnify any and all of its Directors or Officers or
former Directors or Officers or any person who may have served at its request as
a Director or Officer of another corporation in which it owns shares of capital
stock or of which it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party, by
reason of being or having been Directors or Officers or a Director or Officer of
the corporation, or of such other corporation, except, in relation to matters as
to which any such
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Director or Officer or former Director or Officer or person shall be adjudged in
such action, suits or proceedings to be liable for negligence or misconduct, in
the performance of duty. Such indemnification shall not be deemed exclusive or
any others' rights to which those indemnified may be entitled, under By-Law,
agreement, vote of stockholders or otherwise.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Certificate of Incorporation of the Registrant(1)
4.2 Amendment to Certificate of Incorporation of the Registrant changing the
name of the Corporation to Biorelease Corp.(1)
4.3 By-Laws, as amended, of the Registrant(1)
4.4 Minutes dated January 25, 1996 and April 1, 1996 awarding consultants
non-statutory options.
4.5 John B. Lowy, Esq. and Richard Feiner, Esq., Legal Consulting Agreement.
4.6 McGuire Tax Consulting Agreement.
4.7 Opinion of John B. Lowy, P.C. with consent.
4.8 Consent of Berry, Dunn, McNeil & Parker (formerly Smith, Batchelder &
Rugg), independent accountants.
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(1) Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, as amended, File No. 33-43976 which was
originally filed with the Commission November 14, 1991.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes to file during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement 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.
2. The undersigned Registrant hereby undertakes 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.
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<PAGE>
3. The undersigned Registrant hereby undertakes 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. 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 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 related to the
securities offered therein, and the offering of such securities at such
time shall be deemed to be the initial bona fide offering thereof.
5. 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 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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Salem, New Hampshire, on the
date set forth below.
BIORELEASE CORP.
Dated: October 17, 1996 By: /s/ Richard Schubert
---------------------
Richard Schubert, Chairman
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 Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ Richard Schubert Chairman, Principal Executive Officer, October 17, 1996
- ---------------------- Principal Financial and Accounting
Richard Schubert Officer and Director
- ---------------------- Director October __, 1996
Paul Calvin Maybury
/s/ Richard Whitney Director October 10, 1996
- ----------------------
Richard Whitney
</TABLE>
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EXHIBIT 4.4
UNANIMOUS CONSENT OF DIRECTORS
IN LIEU OF MEETING OF BIORELEASE CORP.
The undersigned, constituting all of the members of the Board of Directors
of Biorelease Corp., a Delaware corporation do hereby consent to the following
action effective as of January 25, 1996:
The "Ad hoc" compensation committee (Directors Reeves and Whitney) having
met by teleconference on January 22 and January 23, 1996 and upon
recommendation therefrom the Board of Directors of biorelease Corp. hereby
unanimously approves the issue of non-statutory options to acquire up to
691,700 share of common stock in the Corporation under the following terms
and conditions at an exercise price of $.06 per share. a premium of 50%
above the closing price both on January 23 and the effective date hereof
To R. Bruce Reeves an option to acquire up to 416,700 fully vested
shares in exchange for his agreement not to draw down $25,000 due this
date in compensation before June 30, 1996 in order to help alleviate
critical cash flow requirement of the Corporation, it being noted if
to acquire the Company's stock on the open market at a lower price, it
being further noted that the Board has determined no new options
relating to salary accrual and deferment thereof will be issued for a
period through at least December 31, 1998. The ad hoc committee is
admonished to find alternate, non dilutive methods to cover executive
compensation during low cash flow periods
To Joseph Mo an option to acquire up to 75,000 shares, 37,500 of which
are fully vested for past and present consulting in the area of
financing, acquisition and pharmaceutical development, 37,500 of which
shall vest upon completion of an acquisition or merger with Conrex
Pharmaceutical prior to calendar year end 1996
To Paul Leibowitz an option to acquire up to 200,000 shares, 60,000
vested which shall replace 60,000 existing vested options earlier
issued to Dr. Leibowitz which earlier options shall be cancelled, for
additional past and present consulting in the area of financing,
acquisition and scientific advisory activities and 70,000 shares
contingent on acquiring technology or completing an acquisition or
merger other than Conrex Pharmaceutical on or before calendar year end
1996 for which Leibowitz is engaged in review and assessment of such
technology
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All options, upon vesting shall be exercisable anytime on or before
December 31, 1999 after which all rights thereunder shall expire unless
extended by the Board of Directors. All underlying shares shall be
registered on Form S8 at the earliest practical date.
The Board further consents to the issue of 17,771 restricted shares to
creditors in the following amounts and hereby ratifies the settlements
related thereto
Clonetech Laboratories, Inc. ( 280 sh)
Ferdinando Insurance, Inc. (2471 sh)
Reed Elsevier Assoc. Inc. (4080 sh)
Medical Economics Publishing, Inc. (2189 sh)
Gen Publishing Inc. (8751 sh)
Unanimously agreed to as of the effective date stated above.
/s/ R. Bruce Reeves
-------------------------
R. Bruce Reeves, Director
/s/ P. Cal Maybury
-------------------------
P. Cal Maybury, Director
/s/ Richard F. Schubert
-------------------------
Richard F. Schubert, Director
/s/ Richard Whitney
-------------------------
Richard Whitney, Director
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UNANIMOUS CONSENT OF DIRECTORS
IN LIEU OF MEETING OF BIORELEASE CORP.
The undersigned, constituting all of the members of the Board of Directors
of Biorelease Corp., a Delaware corporation, do hereby consent to the following
action effective as of April 1, 1996:
Due to severe lack of liquidity, the Corporation has been unable to pay the
President/CEO on a current basis and due to the continuing uncertainty of
providing health insurance as required under existing agreements between the
corporation and the President/CEO, the Board of Directors of Biorelease Corp.
hereby unanimously
VOTES to approve the transfer to R T Robertson Consultants, Inc., a Reeves
family controlled entity (ROBERTSON), all Reeves contract rights, unissued
options and net accounts receivable which amount to $83,379.14 at 3/31/96
inclusive of applicable payroll tax. The corporation shall engage ROBERTSON
as its exclusive consultant to provide executive oversight for the
Corporation. Reeves shall become a full time employee of ROBERTSON and will
continue to serve as President/CEO of the Corporation. All compensation and
health benefits comparable to those previously provided by the Corporation,
shall be provided to Reeves by ROBERTSON and reimbursed on a timely fashion
by the Corporation to ROBERTSON. Any and all options not vested at March
31, 1996 shall vest under their terms except for requirements to continue
as an employee which shall be deemed met by the undertaking hereunder to
allow Reeves to serve as President/CEO while employed by ROBERTSON. As is
the case with the former agreement between the Corporation and Reeves,
ROBERTSON can be terminated with six months notice accompanied by the
compensation for the notice period. As stated above, all options and
underlying shares shall be issued in the name of ROBERTSON or its successor
or assigns.
Paul Liebowitz, a consultant to the Corporation and scientific advisor, has
agreed to spend substantial time over the following three months to assist the
President/CEO in establishing strategic partnerships and corporate relationships
and investment banking relationships, such consulting shall not include the sale
of the Company's securities. Because Dr. Leibowitz will be working on behalf of
the Corporation without salary or cash compensation, the Board of Directors
hereby VOTES
to issue to Paul Leibowitz and additional non-statutory option (separate
from the option for up to 200,000 shares granted on January 25, 1996) to
acquire up to 350,000 shares of common stock in the Corporation under the
following terms and conditions
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100,000 underlying shares shall vest ratably over the next three
months at an exercise price of $.09, the closing price on March 29,
1996
The remaining 250,000 shall vest in the following manner
150,000 shall vest with the completion of a patent review and
resubmission as deemed necessary of the Subsidiary's NO/CO
intellectual property position relating to its blood substitute
stabilization technologies.
The additional 100,000 option shares shall vest if and when an
agreement is reached with the Leibowitz managing group
(Leibowitz, Strange and Fleming) relating to a reverse merger
with the Company and the initiation of a merger and acquisition
activity within Biorelease.
The exercise price of these additional 250,000 shares shall be $0.18
per share, twice the closing price on March 29, 1996.
Subject to opinion of counsel John Lowy, all 350,000 underlying
Leibowitz shares shall be registered on Form S-8 at the earliest
practical date and shall expire if not exercised on or before
12/31/04.
Unanimously agreed to as of the effective date stated above.
/s/ R. Bruce Reeves
-------------------------
R. Bruce Reeves, Director
/s/ P. Cal Maybury
-------------------------
P. Cal Maybury, Director
/s/ Richard F. Schubert
-------------------------
Richard F. Schubert, Director
/s/ Richard Whitney
-------------------------
Richard Whitney, Director
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<PAGE>
EXHIBIT 4.5
LEGAL CONSULTING AGREEMENT
This Agreement is made and entered into as of the 1st day of October, 1996
by and between JOHN B. LOWY, ESQ. ("JBL") and RICHARD FEINER, ESQ. ("RF"), both
with principal offices at 645 Fifth Avenue, New York, NY 10022, and BIORELEASE
CORP., a Delaware corporation (the "Company") with its principal office at 10
Chestnut Drive, Unit D, Bedford, NH 03110.
WHEREAS, JBL and RF rendered legal consulting services to the Company from
July 1, 1995 through September 30, 1996; and
WHEREAS, the parties hereto desire to memorialize JBL's and RF's services
and compensate JBL and RF therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Purpose: The Company hereby recognizes and agrees that JBL and RF have
rendered legal consulting advice to the Company specifically relating to
transactions, not of a capital raising nature ("Legal Consulting Services").
2. Compensation: In consideration for the Legal Consulting Services
rendered by JBL and RF to the Company valued at $21,875 as recognized in this
Agreement, the Company hereby agrees to issue to JBL and RF, respectively,
122,500 and 52,500 shares of the Company's Common Stock (the "Shares"). JBL and
RF hereby acknowledge that the aforementioned 175,000 Shares are in full payment
for the $21,875 due them. JBL and RF further acknowledge receipt of an aggregate
of 160,000 of these shares.
3. Registration: The Company hereby agrees to immediately register the
Shares pursuant to a Registration Statement on Form S-8.
4. JBL and RF are Independent Contractors: JBL and RF have performed the
Legal Consulting Services described herein as independent contractors and not as
an employees of the Company or an affiliates thereof.
5. Miscellaneous:
(a) This Agreement between the Company and JBL and RF
constitutes the entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreement and understandings, whether oral or
written, between the parties with respect to the matters set for herein.
(b) Any notice or communication permitted or required
hereunder shall be in writing and shall be deemed sufficiently given if
hand-delivered or sent (i) postage prepaid by registered mail, return receipt
requested, or (ii) by facsimile, to the respective parties as set forth above,
or to such other address as either party may notify the other in writing.
(c) This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors, legal
representatives and assigns.
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(d) This Agreement may be executed in any number of
counterparts, each of which together shall constitute one and the same original
document.
(e) No provision of this Agreement may be amended, modified
or waived, except in a writing signed by all of the parties hereto.
(f) This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without giving effect to conflict
of law principles. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated before a court located in New York, and they hereby submit to the
exclusive jurisdiction of the courts of the State of New York located in New
York, New York and of the federal courts of the State of New York located in New
York, New York and of the federal courts in the Southern District of New York
with respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objections they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising out of
this Agreement, and consent to the service of process in any such action or
legal proceeding by means of registered or certified mail, return receipt
requested, in care of the address set forth in Paragraph 8(b) hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
/s/John B. Lowy
-------------------------
JOHN B. LOWY, ESQ.
/s/Richard Feiner
-------------------------
RICHARD FEINER, ESQ.
BIORELEASE CORP.
By: /s/Richard Schubert
-------------------------
Richard Schubert, Chairman
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EXHIBIT 4.6
McGuire's Tax & Finance, Inc.
148 Robinson Road
Hudson, NH 03051
Ph. (603) 882-3139
Fax/Data (603) 882-7053
BY FAX
August 28, 1996
R. Bruce Reeves, President/CEO
Biorelease Corp.
10 Chestnut Drive Unit D
Bedford, NH 03110
Dear Bruce;
This letter represents confirmation of our meeting relative to services and
compensation for the Company's accounting and tax requirements for fiscal year
ended June 30, 1996.
Our firm, specifically Vivian and Kevin McGuire, have maintained the
integrity of the accounting records, prepared quarterly and annual financial
statements for management and assisted in the preparation of quarterly and
annual SEC filing reports for the Company, its directors and officers as
required. Such records and filings have been presented in an auditable form and
are in conformity with generally accepted accounting principles and Security and
Exchange Commissions rules and regulations. Additionally, our firm will prepare
such income tax filings for 1994 and 1995 that will maintain compliance with
applicable federal and state requirements.
In consideration and full payment of our services, McGuire's Tax and
Finance, Inc. will accept the following:
1. 75,000 shares of Biorelease Corp common stock, par $.01 valued at $.09
per share.
2. 75,000 fully vested options valued at $.09 per share, the closing price
on August 28, 1996.
3. Any additional fees for services, in excess of the value of the above
referenced shares and options, will billed separately at the going rate for
such services.
Such shares and options are to be issued in the name of Vivian L. McGuire
Kevin T. McGuire, JTWROS (Tax ID ###-##-####) and registered with the Securities
and Exchange Commission upon the completion of the Company's annual audit and
filing of it's annual report to the Securities and Exchange Commission on Form
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10-KSB due September 30, 1996. Upon receipt of said shares, all outstanding
income tax returns will be presented for filing. As always, all ongoing
accounting services related to the year ended June 30, 1996 will continue
un-interrupted.
If such concurs with your understanding, please return a signed copy of
this letter to our office representing your acceptance of these terms and
instruct the Company's SEC counsel, John B. Lowy, P. C. to make the appropriate
inclusion in a registration statement on Form S-8 to be filed concurrent with
the Company's annual report.
We thank you for consideration of our firm to perform said services.
Respectfully,
/s/ V. L. McGuire
- -----------------
V. L. McGuire,
President
By the below signature of a duly authorized director or officer of Biorelease
Corp, the Company accepts the terms of this agreement.
/s/ R. Bruce Reeves
- -------------------
R. Bruce Reeves, President/CEO 08-28-96
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EXHIBIT 4.7
[LETTERHEAD OF JOHN B. LOWY, P.C.]
October 17, 1996
Biorelease Corp.
10 Chestnut Drive
Unit D
Bedford, New Hampshire 03110.
Gentlemen:
We have reviewed a Registration Statement on Form S-8 (the "Registration
Statement"), to be filed with the Securities and Exchange Commission, relating
to 842,500 shares of common stock, $.01 par value per share (the "Shares") of
Biorelease Corp. (the "Company"), 592,500 shares of which are issuable upon
exercise of 592,500 options, which shares and options have been issued pursuant
to the Company's consulting agreements and plans described in the minutes filed
as exhibits to the Registration Statement (collectively, the "Agreement").
We have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments therefor, the Registration Statement
and originals, or copies certified to our satisfaction, of such records of
meetings written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, documents and such other documents
and instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreement
and the Shares, when issued against payment therefor in accordance with the
terms of the Agreement and the options, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
JBL:ah John B. Lowy, P.C.
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EXHIBIT 4.8
(LETTERHEAD OF BERRY, DUNN, McNEIL & PARKER)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
BioRelease Corp.
We consent to incorporation by reference in Form S-8 of BioRelease Corp. and
Subsidiary of our report dated September 13, 1996, except for Note 12, as to
which the date is October 8, 1996, relating to the consolidated balance sheet of
BioRelease Corp. and Subsidiary as of June 30, 1996, and the related
consolidated statements of operations, shareholder's equity (deficit) and cash
flows for the year ended June 30, 1996, which report is included in the June 30,
1996, annual report on Form 10-KSB.
/s/ Berry, Dunn, McNeil & Parker
- --------------------------------
Berry, Dunn, McNeil & Parker
Manchester, New Hampshire
October 30, 1996
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