File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
QUADRAX CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 05-0420158
(State of incorporation) (IRS Employer Identification Number)
300 High Point Avenue
Portsmouth, Rhode Island 02871
(401) 683-6600
(Address and telephone number of registrant's
principal executive offices)
QUADRAX CORPORATION
1993 STOCK PLAN
1994 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the Plan)
JAMES J. PALERMO
Chairman of the Board and Chief Executive Officer
Quadrax Corporation
300 High Point Avenue
Portsmouth, Rhode Island 02871
(401) 683-6600
(Address and telephone number of
agent for service)
Please send copies of all communications to:
JOSEPH A. SMITH, Esq.
Epstein Becker & Green, P.C.
250 Park Avenue, 12th Floor
New York, New York 10177
CALCULATION OF REGISTRATION FEE
=======================================================================
Title of Proposed
each Maximum Proposed
class of offering Maximum Amount
securities Amount to price aggregate of
to be be per offering registration
registered registered Share price fee
------------------------------------------------------------------------
Common 794,343 $0.47 $373,343 $114.00
Stock, shares
$.000009 par
value(1)
Common 897,653 $0.48 $430,873 $131.00
Stock, shares
$.000009 par
value(1)
Total $804,216 $245.00
-------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457 (h) and (c).
=========================================================================
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the registration statements on Form S-8, filed by
Quadrax Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") on the following dates bearing the
following File Numbers are incorporated herein by reference:
Date Filed File Number
---------- -----------
June 12, 1996 333-05739
June 12, 1996 33-61515
(Post-Effective Amendment)
June 12, 1996 33-81508
(Post-Effective Amendment)
June 12, 1996 33-91394
(Post-Effective Amendment)
ADDITIONAL INFORMATION
The stockholders of the Company approved the amendment of the 1993
Stock Plan, expanding the number of options grantable from 2,451,912 to
4,043,912, at their annual meeting on May 19, 1997.
The stockholders of the Company approved the amendment of the 1994
Non-Qualified Stock Option Plan, expanding the number of options
grantable from 1,000,000 to 1,100,000 at their annual meeting on May 19,
1997.
1,692,000
Common Shares
QUADRAX CORPORATION
JUNE 18, 1997
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits.
Exhibit No.
5.1 Opinion of Epstein Becker & Green, P.C.
24.1 Consent of Epstein Becker & Green, P.C. (See Exhibit 5.1)
24.2 Consent of Livingston & Haynes, P.C.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portsmouth, Rhode
Island.
QUADRAX CORPORATION
By: /s/ James J. Palermo
James J. Palermo
Chairman of the Board of Directors
and Chief Executive Officer
Date: June 18, 1997
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 and in the capacities and on the dates
indicated.
/s/ James J. Palermo
James J. Palermo Chairman of the June 18, 1997
Board of Directors,
and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Edward A. Stoltenberg
Edward A. Stoltenberg Chief Financial June 18, 1997
Officer (Principal
Financial and
Accounting Officer)
/s/ William G. Conway
William G. Conway Director June 18, 1997
/s/ John W. Jepson
John W. Jepson Director June 18, 1997
/s/ Sven Kraumanis
Sven Kraumanis Director June 18, 1997
/s/ Alan Milton
Alan Milton Director June 18, 1997
/s/ Eugene L. Scott
Eugene L. Scott Director June 18, 1997
Exhibit 5.1
Opinion of Epstein Becker & Green, P.C.
June 18, 1997
Quadrax Corporation
300 High Point Avenue
Portsmouth, Rhode Island 02817
Re: Registration Statement on Form S-8
Quadrax Corporation
Ladies and Gentlemen:
We refer to the registration by the Company of up to 1,692,000
shares (the Shares ) of common stock ( Common Stock ) of Quadrax
Corporation, a Delaware corporation (the Company ), pursuant to the
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on or about June 18, 1997.
We have examined copies of said Registration Statement on Form S-8
under the Securities Act of 1933, as amended. We have conferred with
officers of the Company and have examined the originals, or photostatic
certified or conformed copies, of such records of the Company,
certificates of officers of the Company, certificates of public
officials, and such other documents as we have deemed relevant and
necessary, as a basis for the opinions set forth herein. In connection
with such examinations, we have assumed the authenticity of all
documents submitted to us as originals or duplicate originals, the
conformity to original documents of all document copies, the
authenticity of the respective originals of such latter documents, and
the correctness and completeness of such certificates. Finally, we have
obtained from officers of the Company such assurances as we have
considered necessary for the purposes of this opinion.
On the basis of the foregoing, and such other matters of fact and
questions of law as we have deemed relevant in the circumstances, and in
reliance thereon, it is our opinion that the shares issuable upon the
exercise of options authorized under the Company s 1993 Stock Plan and
1994 Non-Qualified Stock Option Plan and registered by the Registration
Statement have been duly reserved for issuance, and upon exercise in
accordance with the terms of the individual options grants will be duly
authorized, validly issued, fully paid and non-assessable.
This opinion is limited to the matters herein, and may not be
relied upon by any other person or for any other purpose than in
connection with the corporate authority for and the validity of the
issuance of the Shares.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By: /s/ Joseph A. Smith
Joseph A. Smith
Exhibit 24.1
Consent of Epstein Becker & Green, P.C.
(See Exhibit 5.1)
Exhibit 24.2
Consent of Livingston & Haynes, P.C.
Livingston & Haynes, P.C.
40 Grove Street
Wellesley, MA 02181-7702
TEL: (617) 237-3339
FAX: (617) 237-3606
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (relating to 1,692,000 shares of Quadrax Corporation common stock,
par value $.000009) of our report, dated March 14, 1997, which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
ability of Quadrax Corporation to continue as a going concern, accompanying
the Annual Report on Form 10-KSB of Quadrax Corporation for the year ended
December 31, 1996.
/s/Livingston & Haynes, P.C.
Livingston & Haynes, P.C.
Wellesley, Massachusetts
June 18, 1997
