<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1997
REGISTRATION NO. 333-2053
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------------
A-FEM MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 33-0202574
(State of Incorporation) (I.R.S. Employer Identification No.)
10180 S.W. Nimbus Avenue, Suite J-5
Portland, Oregon 97223
(503) 968-8800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
J. PETER BURKE
PRESIDENT,
CHIEF OPERATING OFFICER
AND CHIEF FINANCIAL OFFICER
A-FEM MEDICAL CORPORATION
10180 S.W. Nimbus Avenue, Suite J-5
Portland, Oregon 97223
(503) 968-8800
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
Copies to:
Patrick J. Simpson, Esq.
Danielle Benderly, Esq.
PERKINS COIE
1211 S.W. Fifth Avenue, Suite 1500
Portland, OR 97204
(503) 727-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this
Registration Statement.
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, please check the following box. /x/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box: /x/
-------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
4,618,673 Shares
A-FEM MEDICAL CORPORATION
Common Stock
------------------
The shares of common stock, par value $.01 per share, offered hereby (the
"Shares") are shares of A-FEM Medical Corporation, a Nevada corporation (the
"Company"), 3,214,923 of which may be sold from time to time by certain
shareholders of the Company (the "Selling Shareholders") and 1,403,750 of which
may be issued and sold from time to time by the Company upon exercise of certain
warrants (the "Warrants") to purchase common stock as described below. See
"Principal and Selling Shareholders." The Company will not receive any part of
the proceeds from the sale of the Shares being sold by the Selling Shareholders
in this offering (the "Offering"). The Company will receive proceeds from the
exercise of the Warrants equal to the exercise price of the respective Warrants
exercised. The exercise prices range from $.41 to $3.00 per share.
The common stock is traded in the over-the-counter market under the
symbol "AFEM." On September 26, 1997, the average of the high and low
reported sales prices for the common stock as reported on the OTC Bulletin
Board (the "OTC Bulletin Board") was $3.94 per share.
------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
SHARES.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHICH IT
IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Underwriting
Price to Discounts and Proceeds to Proceeds to
Public Commissions Company(3) Selling Shareholders(3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE BEING SOLD BY SELLING
SHAREHOLDERS(1) . . . . . . . . . . . . . . $3.94 $-- $0 $12,666,796.00
PER SHARE BEING SOLD BY COMPANY(2). . . . . $1.41 $-- $1,979,287.50 $0
TOTAL . . . . . . . . . . . . . . . . . . . $14,646,083.50 $-- $1,979,287.50 $12,666,796.00
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Selling Shareholders may sell the Shares to or through dealers at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The above computations are
based on the average of the high and low reported sales prices of a share of
common stock as reported on the OTC Bulletin Board as of September 26, 1997
and do not necessarily reflect the prices of shares to the public on the
dates the transactions are actually effected.
(2) Based upon the weighted average exercise price of the Warrants of $1.41
per share.
(3) Expenses of this Offering, estimated at $82,500, are payable by the
Company.
------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 30, 1997
<PAGE>
ADDITIONAL INFORMATION
The Company has filed a Registration Statement on Form S-2 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., with respect to the Shares offered hereby. The
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto. For further information with respect to the
Company and the Shares, reference is made to the Registration Statement and the
exhibits thereto. Statements made in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.
The Registration Statement is available for review at the Commission's
offices in Washington, D.C. All or part of the Registration Statement may be
inspected and copied, upon payment of the prescribed fees, at the Public
Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street N.W., Washington, D.C. 20549-1004.
In addition, the Company 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 Commission. Such reports, proxy statements and other information can be
inspected and copied at, and copies of such material obtained at prescribed
rates from, the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549-1004 and
the Commission's website at http://www.sec.gov. Copies of such material will
also be available for inspection and copying at the Commission's regional
offices located at 7 World Trade Center, Suite 1300, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511.
A copy of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 and the Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1997 are being delivered with this Prospectus.
The Company intends to continue to deliver an annual report to its
shareholders containing financial information that has been examined and
reported upon, with an opinion expressed by an independent public accountant.
The Company's principal executive officers are located at 10108 S.W.
Nimbus Avenue, Suite J-5, Portland, Oregon 97223.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the Exchange
Act are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the period ended
June 30, 1997.
In addition, all documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this Offering 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 (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
<PAGE>
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus and the Registration
Statement of which it is a part to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document or in an accompanying
prospectus supplement 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 or such Registration
Statement.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the Incorporated Documents, other than exhibits
to such documents, unless such exhibits are specifically incorporated by
reference therein. Requests should be directed to Kimberly Mick, Controller,
A-FEM Medical Corporation, 10180 S.W. Nimbus Avenue, Suite J-5, Portland, Oregon
97223, telephone (503) 968-8800. The information relating to the Company
contained in this Prospectus does not purport to be comprehensive and should be
read together with the information contained in the Incorporated Documents.
RISK FACTORS
An investment in the Shares offered hereby involves a high degree of risk.
Prospective investors should consider carefully the following risk factors in
addition to the other information presented in this Prospectus, before
purchasing the Shares offered hereby. This Prospectus contains, in addition to
historical information, forward-looking statements (as defined in Section 27A of
the Securities Act of 1933, as amended) that involve a number of risks and
uncertainties. The following factors are among the factors that could cause
actual results to differ materially from the forward-looking statements and
should be considered in evaluating any forward-looking statements.
LACK OF REVENUES FROM PRODUCTS; EARLY STAGE OF PRODUCT DEVELOPMENT. The
InSync Miniform (the "Miniform"), PadKit, and Rapid-Sense diagnostic products
are in the early stages of development or marketing. See "--Government
Regulation." There have been no significant revenues from the Miniform and
there have been no revenues at all from the PadKit or Rapid-Sense diagnostic
products. The Company does not have a stable baseload of demand for its
products and cannot estimate the potential market for its products.
Potential investors should be aware of the problems, delays, expenses and
difficulties encountered by any company whose products are in an early stage
of development, many of which may be beyond the Company's control. These
include, but are not limited to, unanticipated developmental, testing,
regulatory compliance, manufacturing and marketing costs and competition. In
addition, the Company's products are subject to the risks inherent in new
products. These risks include the absence of any assurance that products in
development will be successfully developed, or that the Company's products,
once developed, can be successfully manufactured, advertised and marketed,
will be commercially successful or will not become obsolete within a short
time after their development. Moreover, the costs of research and
development and clinical trials for new products cannot be reliably forecast
and may substantially exceed the Company's expectations and financial
resources.
OPERATING LOSSES. During the fiscal year ended December 31, 1996, the
Company incurred losses of $4.3 million. In 1997, the Company expects losses to
continue as the costs of marketing, research and development and related
administrative activities are expected to exceed income from product sales.
These losses are expected to be funded from the Company's revenues, cash
reserves and future financing, if any. See "--Need for Funds."
NEED FOR FUNDS. The Company expects to raise additional funds through
equity and/or debt financing for the development, manufacture and marketing of
its planned products. These funds may not be available or available on terms
favorable to the Company or its shareholders. The inability of the Company to
obtain such
<PAGE>
financing could adversely affect the Company. In addition, future financings
could have a dilutive effect on holders or purchasers of the Shares.
MANUFACTURING RISKS. The Company currently manufactures the Miniform. As a
manufacturer, the Company will continually face risks regarding the availability
and costs of raw materials and labor, the potential need for additional capital
equipment, increased maintenance costs, plant and equipment obsolescence,
quality control and excess capacity. A disruption in the Company's production
or distribution could have a material adverse effect on the Company's financial
results. The Company currently purchases certain raw materials from one
supplier. Although the Company does not believe it would be difficult to
replace this supplier, the Company has not approved other suppliers for the sale
of certain raw materials to the Company.
UNCERTAIN ABILITY TO MANAGE GROWTH. The Company anticipates that in order
to achieve success in its industry, the Company will be required to increase
rapidly its sales, production and employee base. The Company anticipates these
increases will place significant demands on the Company's management, working
capital and financial and management control systems. The Company may not be
able to meet the demands of future growth. Any inadequacies in these areas
could have a material adverse effect on the Company's business, financial
condition and results of operations.
RISKS OF INTERNATIONAL BUSINESS. The Company's business is and will be
subject to the risks generally associated with doing business internationally,
including changes in demand resulting from fluctuations in exchange rates,
foreign governmental regulation and changes in economic conditions. These
factors, among others, could influence the Company's ability to sell its
products in international markets. In addition, the Company's business is
subject to the risks associated with legislation and regulation relating to
imports, including quotas, duties or taxes and other charges, restrictions and
retaliatory actions on imports to other countries in which the Company's
products may be sold or manufactured.
COMPETITION. The Company's current products and products in development
will compete with products from other companies that have an established market,
more employees and substantially greater research, financial and marketing
resources than the Company. Many of these competitors also have the resources
to manufacture and market their own products, which in many cases the Company
may not be able to do.
PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION. The Company has the right
to or owns five U.S. patents and additional foreign patents in Canada and Japan
covering the Miniform. These patents cover manufacturing methods, improved
absorption and design of the manufacturing apparatus and method for making a 100
percent biodegradable absorbent interlabial pad. The Company also recently
filed patent applications for the PadKit collection device and its first
generation Rapid-Sense technology. The term for patents issued on applications
filed on or after June 8, 1995 is 20 years from the date of the application or
if the application contains a specific reference to an earlier filed application
under 35 USC Sections 120, 121 or 365(c), 20 years from the date on which the
earliest such application was filed. The term of patents issued on applications
filed before June 8, 1995, is the greater of the 20-year term described above or
17 years from grant, depending on the amount of time between application and
issuance.
The issuance of patents to the Company or to a licensor is not conclusive
as to validity or as to the enforceable scope of claims therein. The validity
and enforceability of a patent can be challenged by litigation after its
issuance, and, if the outcome of such litigation is adverse to the owner of the
patent, the owner's rights could be diminished or withdrawn. The issuance of
patents covering any of the Company's products may be insufficient to prevent
competitors from essentially duplicating the product by designing around the
patented aspects. The patent laws of other countries may differ from those of
the United States as to the patentability of the
<PAGE>
Company's products and processes. Moreover, the degree of protection afforded
by foreign patents may be different from that in the United States.
The technologies used by the Company may infringe upon patents or
proprietary technology of others. The cost of enforcing the Company's patent
rights in lawsuits that the Company may bring against infringers or defending
itself against infringement charges by other patent holders may be high and
could adversely affect the Company.
The Company has received notice from another company claiming that such
other company has the prior right to use the "Athena" name. The Company may in
the future be required to refrain from using the "Athena" name. To date, the
Company has not prominently featured the "Athena" name on its products and
therefore the Company believes that refraining from its use on products in the
future will not have a material adverse effect on the Company.
Trade secrets and confidential know-how are important to the Company's
scientific and commercial success. Although the Company seeks to protect its
proprietary information through confidentiality agreements and appropriate
contractual provisions, others may develop independently the same or similar
information or gain access to proprietary information of the Company.
GOVERNMENT REGULATION. Many of the Company's activities are subject to
regulation by various local, state and federal regulatory authorities in the
United States and by governmental authorities in foreign countries where its
products may be marketed.
The Miniform was initially approved for over-the-counter marketing
in the United States under a 510(k) pre-market notification submission to the
FDA as a Class II menstrual tampon. In April 1997, the Company obtained
approval from the FDA to reclassify the Miniform as a Class I menstrual
pad. See "Recent Developments." No further FDA requirements for clinical
evaluation are expected. Requests for regulatory approval for marketing in
several countries have been made. Regulatory approval has been obtained in
China. The Company cannot predict when or whether approvals in other countries
will be obtained. The PadKit and Rapid-Sense diagnostic products are still in
the development stage and will require FDA approval and approval from similar
authorities in other countries. See "--Lack of Revenues from Products; Early
State of Product Development." Obtaining such approvals may be a lengthy and
expensive proceeding often involving extensive testing and clinical trials to
demonstrate safety, reliability and efficacy. In addition, the process of
obtaining approvals may be subject to changes in regulations resulting in
unexpected costs and uncertainty. The Company may not be able to comply with
the applicable requirements and necessary approvals may not be granted.
Moreover, the extent and impact of future governmental regulations cannot be
predicted. Failure to comply with the regulatory requirements applicable to the
Company may result in fines, injunctions, civil penalties, recall or product
seizure, among other penalties.
DEPENDENCE ON MANAGEMENT AND CONSULTANTS. The Company depends to a large
extent upon the abilities and continued participation of its current directors,
executive officers and consultants. The loss of any of these people could have
a serious adverse effect upon the Company's business. The Company may not be
able to attract and retain key personnel with the skills and expertise necessary
to manage its business. The Company does not have key-man life insurance on the
lives of any of its personnel. Competition for management and scientific staff
in the biotechnology, biomedical and health care fields is intense. The Company
may not be able to continue to employ personnel and consultants with sufficient
expertise to satisfy the Company's needs.
PRODUCT LIABILITY. The Company could be subject to claims for personal
injuries or other damages resulting from its products. The Company carries
general liability insurance, including products liability
<PAGE>
insurance in the amount of $2,000,000. While there have been no product
liability claims against the Company, in the event any claims for amounts
exceeding its insurance coverage were successful, they could have a material
adverse effect on the Company. The Company's insurance may not adequately
protect the Company against all such liabilities. The Company's insurance does
not cover actions brought in countries other than the United States. The
Company's current product is not intended for internal use and therefore the
Company does not consider claims relating to toxic shock syndrome to be a risk
to the Company. However, the Company cannot guarantee that the product will not
be used internally by persons misusing the product. Toxic shock syndrome is
excluded from the Company's insurance policy.
POTENTIAL ADVERSE IMPACT OF OFFERING ON MARKET PRICE OF COMMON STOCK. The
number of Shares being offered pursuant to the Prospectus by the Selling
Shareholders and the Company represent approximately 38.1 percent of the total
common stock of the Company outstanding at August 31, 1997, assuming the
exercise of all Warrants covering Shares being registered hereby. See "Selling
Shareholders." Each Selling Shareholder intends to offer his, her or its Shares
at such time and in such manner as he, she or it deems appropriate. Other than
certain contractual volume limitations relating to the sale of Shares by certain
Selling Shareholders and holders of Warrants (the "Warrantholders"), there are
no agreements between the Selling Shareholders or Warrantholders and the Company
or, to the Company's knowledge, among the Selling Shareholders or
Warrantholders, with respect to the sale of Shares. If the Selling Shareholders
or Warrantholders were simultaneously to sell or resell a large amount of Shares
in the market, the market price of the Company's common stock could be adversely
affected. See "Selling Shareholders" and "Plan of Distribution."
TRADING MARKET FOR SHARES. Trading of the Company's common stock is
currently conducted in the over-the-counter market on the OTC Bulletin Board or
the "pink sheets." As a result, shareholders may find it more difficult to
dispose of, or obtain accurate quotations as to the price of, common stock than
if the common stock were listed on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or a national stock exchange. In
addition, the volume of trading in the common stock may be very limited on a
daily basis.
VOLATILITY OF STOCK PRICE. There has been significant volatility in the
market price of the Company's common stock. During 1996, the price of the
Company's common stock ranged from $1.50 per share to $5.32 per share. In
addition, there has been significant volatility in the market price of
securities of early stage companies, technology companies generally and
biotechnology companies in particular. Various factors, including but not
limited to announcements by the Company or its competitors concerning product
developments, patents or proprietary rights, may significantly affect the
Company's business and the market price of the common stock. These factors as
well as general economic conditions such as recessions or high interest rates
may adversely affect the market price of the Company's common stock.
EXERCISE OF WARRANTS AND OPTIONS; POTENTIAL ADVERSE IMPACT OF SHARES
ELIGIBLE FOR FUTURE SALES. As of August 31, 1997, 1,489,598 shares of common
stock were subject to outstanding stock options under the Company's Stock Option
Plan at a weighted average exercise price of $3.16 per share. As of August 31,
1997 2,768,416 shares were issuable upon exercise of outstanding warrants at a
weighted average exercise price of $1.00 per share. While outstanding warrants
and options are exercisable, the holders thereof have the opportunity to profit
from a rise in the market price of the common stock. The Company may find it
more difficult to raise additional equity capital while the warrants and options
are outstanding. At any time when the holders might be expected to exercise
their warrants and options, the Company would probably be able to obtain
additional equity capital on terms more favorable than those provided in the
warrants and options being exercised. Holders of warrants and options do not
have any of the rights or privileges of stockholders of the Company prior to
exercise of the warrants and options.
<PAGE>
The Company also expects to file, pursuant to certain contractual
obligations, another registration statement with respect to approximately
988,021 shares held by certain shareholders. Sales of substantial amounts of
the Company's common stock in the public market by existing shareholders could
adversely affect the price of the common stock. In addition to the 4,618,673
shares of common stock offered hereby, 9,531,240 shares are freely tradable
under the federal securities laws to the extent they are not held by affiliates
of the Company or are not subject to certain contractual volume restrictions
and, as of June 30, 1998, an additional 2,435,314 shares will become eligible
for resale under Rule 144. In general, under Rule 144 as currently in effect,
any person (or persons whose shares are aggregated) who has beneficially owned
restricted securities for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of (i)
1% of the then outstanding shares of the issuer's common stock and (ii) the
average weekly trading volume during the four calendar weeks preceding such
sale, provided that certain public information about the issuer as required by
Rule 144 is then available and the seller complies with certain other
requirements. A person who is not an affiliate, has not been an affiliate
within three months prior to sale, and has beneficially owned the restricted
securities for at least two years is entitled to sell such shares under Rule
144(k) without regard to any of the limitations described above.
The Company intends to file a registration statement on Form S-8 under the
Securities Act by late 1997. Such registration statement would cover shares of
common stock reserved for issuance under the Company's Stock Option Plan and
certain warrants that are not being registered pursuant to this offering.
ABSENCE OF DIVIDENDS. The Company has not paid any dividends on its common
stock since its inception and does not anticipate paying any dividends in the
foreseeable future. Earnings of the Company, if any, are expected to be used to
finance the development and expansion of the Company's business. Any future
decision with respect to dividends will depend on future earnings, future
capital needs and the Company's operating and financial condition, among other
factors. See "Description of Securities--common stock."
USE OF PROCEEDS
The net proceeds from the sale of the Shares issued upon exercise of the
Warrants, after the deduction of an estimated $82,000 of offering expenses being
paid by the Company, will be used for the development and marketing of the
Company's products and general corporate purposes. The Company has not been
advised when or whether the holders of Warrants intend to exercise their
Warrants. No proceeds will be received by the Company from sales of Shares by
the Selling Shareholders.
SELLING SHAREHOLDERS
The following table sets forth information as of August 31, 1997 regarding
the beneficial ownership of common stock by each Selling Shareholder. The
amounts listed under "Shares Registered for Sale" do not reflect the common
stock underlying Warrants owned by certain of the Selling Shareholders that are
being registered pursuant to the Registration Statement.
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING(3)
----------------------------
SHARES BENEFICIALLY SHARES REGISTERED BEFORE AFTER
NAME OF SELLING SHAREHOLDER OWNED(1) FOR SALE(2) SALES SALES(4)
- ---------------------------------- -------------------- ------------------ -------- ---------
<S> <C> <C> <C> <C>
Capital Consultants, Inc.
2300 SW First Ave.
Portland, OR 97201 3,792,421(5) 3,104,400 31.1% 5.7%
Cort MacKenzie Securities, Inc.
5335 S.W. Meadows Road, Suite 270
Lake Oswego, OR 97035 1,332,985(6) 109,585 10.0% 9.2%
G. Dale Garlow 53,929(7) 469 * *
Donald P. Leach 53,929(7) 469 * *
</TABLE>
- ----------------------------------
*Less than 1%.
(1) "Beneficial Ownership" is defined pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and generally means any persons, who directly, or indirectly,
have or share voting or investment power with respect to a
security. A person shall be deemed to be the beneficial owner of
a security if that person has the right to acquire beneficial
ownership of such security within sixty days, including, but not
limited to, any right to acquire such security through the
exercise of any option or warrant or through the conversion of a
security.
(2) Includes shares that may be sold pursuant to this Prospectus.
However, in some cases these shares may instead be sold pursuant
to Rule 144 under the Securities Act and in some cases may not be
sold at all during the time this Prospectus may be used for
sales. See "Plan of Distribution."
(3) Percentage of outstanding shares for any shareholder listed is
calculated without regard to shares of common stock issuable to
others upon exercise of outstanding stock options or warrants.
Any shares a shareholder is deemed to own by having the right to
acquire by exercise of an option or a warrant are considered to
be outstanding solely for the purpose of calculating that
shareholder's ownership percentage.
(4) Assumes the sale pursuant to the Offering of all shares listed in
the "Shares Registered for Sale" column. Also assumes that none
of the listed shareholders sells shares not listed in such column
or purchases additional shares in this Offering or otherwise
except pursuant to certain outstanding options or warrants.
(5) Capital Consultants, Inc. ("CCI") is an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940 and has, on behalf of certain of its clients, the sole
voting power and the sole investment power with respect to the
shares. Includes 50,000 shares issuable within 60 days after
August 31, 1997 upon exercise of a warrant to purchase common
stock and all shares with respect to which Capital Consultants,
Inc. acts as an agent. An additional 638,021 shares of common
stock are being registered contemporaneously.
(6) Includes 642,250 shares issuable to Cort MacKenzie Securities,
Inc. within 60 days after August 31, 1997 upon exercise of
warrants to purchase common stock and 308,750 shares and 270,000
shares issuable within 60 days after August 31, 1997 upon
exercise of warrants to purchase common stock held by Cort
MacKenzie & Thomas, Inc. ("CMT") and Thomas C. Stewart,
respectively. CMT has agreed not to sell, within any three-month
period, the greater of (i) 1% of the then outstanding shares of
the
<PAGE>
Company's common stock and (ii) the average weekly trading volume
during the four calendar weeks preceding such sale. Also includes
2,400 shares held by relatives living with Mr. Stewart.
(7) Includes 26,730 shares subject to warrants exercisable within 60
days after August 31, 1997. Messrs. Garlow and Leach have agreed
that they will not sell the greater of (i) in any single trading
day more than 1% of the average daily reported volume of trading
of the Company's shares for the four preceding calendar weeks or
(ii) 12,500 shares in any five consecutive trading days.
Except as set forth below, none of the Selling Shareholders has any
position, office or other material relationship with the Company (or had
any such position, office or material relationship within the past three
years). CCI is entitled to nominate one member to the Company's Board of
Directors pursuant to that certain Common Stock and Convertible Debenture
Purchase Agreement dated December 29, 1994 between the Company and CCI.
CCI currently has no representative on the Company's Board of Directors.
CCI purchased, on behalf of certain of its clients, an additional
638,021 shares of common stock in 1996, a registration statement for which
shares is being separately filed.
CMT is part of a joint venture that entered into a distribution
arrangement in the Far East for the Company's products. This agreement was
terminated and the Company agreed to pay CMT one-quarter of one U.S. cent
for each Miniform sold by the Company within China for three years from the
date the distribution agreement was terminated, provided that such payments
shall not exceed $100,000 in any 12-month period.
THE WARRANTS
A total of 1,403,750 shares of common stock may be sold pursuant to
this Prospectus upon exercise of the Warrants. The Warrants were
privately issued by the Company to 18 persons or entities in
connection with a variety of transactions, including the settlement
of litigation, and in consideration for consulting, advisory and
capital raising services. All of the Warrants expire between May
1999 and December 2000, with the exception of Warrants to purchase
18,400 shares of common stock which expire in July 2001 and
Warrants to purchase 55,000 shares of common stock which expire
in December 2004. The weighted average exercise price of the
Warrants is $1.41 per share. The following table sets forth the
number, exercise price and expiration date for the Warrants:
NUMBER OF WARRANTS EXERCISE PRICE EXPIRATION DATE
682,000 $1.50 12/31/99
212,600 $1.00 05/01/99
308,750 $1.50 11/18/99
84,000 $0.41 12/23/99
30,000 $1.50 12/31/04
25,000 $3.00 12/31/04
18,000 $1.50 10/02/99
20,000 $3.00 10/02/99
18,400 $1.25 07/01/01
5,000 $2.88 12/29/00
------------------ --------------- ------------------
Total 1,403,750
<PAGE>
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 33,000,000 shares
of common stock, $.01 par value per share. As of August 31, 1997, there were
12,115,654 shares of common stock outstanding. All of the outstanding shares of
common stock are fully paid and nonassessable.
The holders of common stock are entitled to one vote for each share held on
all matters submitted to the shareholders.
Holders of common stock are entitled to receive dividends as may from time
to time be declared by the Board of Directors out of funds legally available
therefor and to one vote per share on all matters on which the holders of common
stock are entitled to vote. The current policy of the Company is to retain
earnings to provide funds for the operation and expansion of its business. The
Company has never paid any cash dividends, and the Board of Directors does not
anticipate paying cash dividends in the foreseeable future. See "Risk
Factors--Absence of Dividends." Holders of common stock do not have any
cumulative voting rights or conversion, pre-emptive, redemption or sinking fund
rights. In the event of a liquidation, dissolution or winding up of the
Company, holders of common stock are entitled to share equally and ratably in
the Company's assets, if any, remaining after the payment of all liabilities of
the Company.
The holders of 225,000 shares of the Company's common stock have a right
under that certain Stock Purchase Agreement dated December 6, 1996 to price
protection for their shares if the average reported last sale price for the
Company's Common Stock is less than $2.00 per share for the 20 business days
immediately preceding December 6, 1997.
CHANGE IN CONTROL
The Nevada Control Share Acquisition Act places certain restrictions on
acquisition of control shares, similar to those found in other jurisdictions.
The Company has opted, as permitted by Nevada law, to provide in its bylaws that
this Act does not apply to acquisition of shares of the Company's stock. The
Company's articles and bylaws do not contain any provisions that would delay,
defer or prevent a change in control of the Company.
Pursuant to an agreement between the Company and the Proctor & Gamble
Company ("P&G") related to its interlabial pad, in the event of certain
changes in control of the Company certain of the Company's trademarks used in
connection with the interlabial pad as of the effective date of such
agreement will be transferred to P&G.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Twelve of the Company's Articles of Incorporation, as amended, and
Article VIII of the Company's Bylaws provide that the Company is required to
indemnify current or former directors, officers, employees or agents of the
Company to the fullest extent permitted by Nevada law. The rights of
indemnification under the Articles and Nevada law are not exclusive of any other
rights of indemnification to which the persons indemnified may be entitled under
any agreement, vote of shareholders or directors or otherwise. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
<PAGE>
PLAN OF DISTRIBUTION
The Shares being sold by the Selling Shareholders may be sold from time to
time by such Selling Shareholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made in the over-the-counter market
or otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. Such Shares may be
sold by one or more of the following means: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent, but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) a purchase by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from the Selling Shareholders
in amounts to be negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In addition, any Shares covered by this Prospectus that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
Under agreements that may be entered into by the Selling Shareholders,
dealers who participate in the distribution of the Shares may be entitled to
indemnification by the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act.
Certain of the dealers may be customers of, including borrowers from,
engage in transactions with, and perform services for, the Company, a Selling
Shareholder or one or more of their affiliates in the ordinary course of
business.
The Shares offered by the Selling Shareholders hereby may be distributed to
purchasers thereof in the states of Florida, Georgia, New Jersey, New York,
Oregon and Washington.
All of the Shares to be issued upon the exercise of the Warrants are to be
offered for the account of the Company. The Company will not pay any sales
commissions or other seller's compensation in connection with the exercise of
the Warrants. Shares issued upon the exercise of the Warrants will be freely
transferable by the holders thereof, subject to compliance with applicable state
securities laws and except for such Shares received by persons who may be deemed
to be "affiliates" of the Company (within the meaning of Rule 144). Persons who
are deemed to be affiliates of the Company within the meaning of Rule 144 may
not publicly offer or sell such Shares received upon exercise of the Warrants
except pursuant to an effective registration statement under the Securities Act
or pursuant to Rule 144 (without regard to the applicable holding period
provided thereunder). The Company has not been advised when or whether the
holders of the Warrants intend to exercise their Warrants, or if they do so,
whether they intend to sell their securities received as a result of such
exercise.
The sale of the Shares to be issued upon exercise of the Warrants are being
registered or exemptions for such sales are available to the Company in the
following states: Oregon, California, Alabama, New York and Florida. Any
resales of such Shares by holders thereof must be made in compliance with
applicable state securities laws.
DOCUMENTS ACCOMPANYING THIS PROSPECTUS
Information regarding the Company, including information with respect to
the Company's business and its financial statements may be found in the
Company's Form 10-KSB for the fiscal year ended December 31, 1996 and the
Company's Form 10-QSB for the fiscal quarter ended June 30, 1997, both of which
are attached to this Prospectus as Appendix A and Appendix B, respectively.
<PAGE>
LEGAL MATTERS
The validity of the common stock offered hereby has been passed upon by
Perkins Coie, Portland, Oregon.
EXPERTS
The financial statements incorporated by reference in this Prospectus to
the Annual Report on Form 10-KSB for the year ended December 31, 1996 have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report dated March 3, 1997 (except with respect to the matter discussed in
Notes 1 and 10, as to which the date is April 28, 1997) with respect thereto,
and so incorporated herein in reliance upon the authority of said firm as
experts in auditing and accounting in giving said report.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer contained herein, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or by any of the Selling Shareholders. This
Prospectus does not constitute an offer of any securities other than those to
which it relates or an offer to sell, or a solicitation of an offer to buy,
those to which it relates in any state to any person to whom it is not lawful to
make such offer in such state. The delivery of this Prospectus at any time does
not imply that the information herein is correct as of any time subsequent to
its date.
-----------------
TABLE OF CONTENTS
PAGE
----
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
The Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . .10
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Documents Accompanying
this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
4,618,673 SHARES
A-FEM MEDICAL
CORPORATION
COMMON STOCK
SEPTEMBER 30, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution
Amount
----------
SEC Registration Fee . . . . . . . . . . . . . . $ 7,526
Accounting Fees and Expenses*. . . . . . . . . . 3,000
Legal Fees and Expenses* . . . . . . . . . . . . 60,000
Blue Sky Fees and Expenses*. . . . . . . . . . . 10,000
Printing, including Registration
Statement, Prospectus,
etc.* . . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous Expenses*. . . . . . . . . . . . . 974
----------
TOTAL EXPENSES*. . . . . . . . . . . . . . . . . $ 82,500
----------
----------
- ---------------
*Estimated
Item 15. Indemnification Of Directors And Officers
The Nevada General Corporation Law (the "Nevada Act") requires the
indemnification of an individual made a party to a proceeding because the
individual is or was a director, officer, employee or agent of the corporation
against expenses, including attorney fees, actually and reasonably incurred, to
the extent that the individual is successful on the merits or otherwise in the
individual's defense in the proceeding, or in defense of any claim, issue or
matter therein. In addition, the Nevada Act allows the corporation to indemnify
such an individual if:
(a) The conduct of the individual was in good faith;
(b) The individual reasonably believed that the individual's conduct was
in the best interest of the corporation, or not opposed to its best interests;
and
(c) In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.
In the case of any proceeding by or in the right of the corporation, the
individual must also meet the standards set forth above to be entitled to
indemnification, but may still not be indemnified if the individual is adjudged
liable to the corporation or for amounts paid in settlement to the corporation,
unless ordered by a court of competent jurisdiction upon application.
Article Twelve of the articles of incorporation of the registrant requires
that the bylaws of the registrant shall provide for the indemnification of the
registrant's directors, officers, employees and agents to the fullest extent
permitted by Nevada law. Article VIII of the bylaws of the registrant requires
the registrant to indemnify any current or former director, officer, employee or
agent from and against expenses actually and reasonably incurred, including
attorney fees, judgments, fines and amounts paid in settlement, in connection
with any action, suit or proceeding to which the individual is a party because
of service to registrant, provided that the individual
<PAGE>
acted in good faith and in a manner the individual reasonably believed to be in
or not opposed to the best interests of the registrant and, with respect to any
criminal action or proceeding, the individual had no reasonable cause to believe
the individual's conduct was unlawful. The same indemnification obligation
applies to actions by or in the right of the corporation if the foregoing
standards are met, but shall not apply if the individual is adjudged liable to
the corporation or to amounts paid in settlement, unless ordered by a court of
competent jurisdiction. This right to indemnification does not exclude any
other rights to which an individual may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. Article Eight of the bylaws further requires the
indemnification of an individual made a party to a proceeding because the
individual is or was a director, officer, employee or agent of the corporation
against expenses, including attorney fees, actually and reasonably incurred, to
the extent that the individual is successful on the merits or otherwise in the
individual's defense in the proceeding, or in defense of any claim, issue or
matter therein.
In addition to the rights to indemnification set forth above, the
registrant has, in Article Thirteen of its articles of incorporation, eliminated
the liability of each director and officer of the corporation for damages for
any breach of fiduciary duty, except that a director or officer shall be liable
for damages which result from:
(a) Acts or omissions which involve intentional misconduct, fraud or
knowing violation of law;
(b) The willful or grossly negligent payment of any improper dividend or
distribution; or
(c) Acts or omissions which occurred prior to March 18, 1987.
This provision is consistent with the Nevada Act, which allows the elimination
of personal liability for officers and directors in the articles of
incorporation, except in the situations described in subsections (a) and (b)
above.
Item 16. Exhibits.
4.1(1) Stock Purchase Agreement between the Company and certain investors
dated December 6, 1996.
5.1(2) Opinion of Perkins Coie
10.1(3) License Agreement dated April 30, 1986 between Shalom Z. Hirschman,
M.D., and Marvin P. Loeb & Company.
10.2(3) Limited License & Option Agreement between Marvin Loeb & Company and
the Company dated December 30, 1986.
*10.3(4) Share Exchange Agreement among Xtramedics, Inc., ATHENA Profem,
Inc., and ATHENA shareholders dated February 17, 1994.
*10.4(4) Assumption of Employment Agreement between the Company and John F.
Perry dated February 17, 1994.
*10.5(4) Employment Agreement between Athena Medical Corporation (an Oregon
corporation) and John F. Perry dated as of July 1, 1993.
*10.6(4) Assumption of Employment Agreement between the Company and William
H. Fleming dated February 17, 1994.
<PAGE>
*10.7(4) Employment Agreement between Athena Medical Corporation (an Oregon
corporation) and William H. Fleming dated as of July 1, 1993.
*10.8(5) Amendment of Employment Contract between the Company and John F.
Perry dated September 6, 1996.
*10.9(5) Amendment of Employment Contract between the Company and William H.
Fleming dated December 31, 1996.
10.10(6) Business Park Lease between the Company, Petula Associates, Ltd. and
Koll Portland Associates dated March 1, 1996.
10.11(3) Registration Rights Agreement between Athena Medical Corporation and
Capital Consultants, Inc., dated December 29, 1994.
10.12(6) Form of Registration Rights Agreement used for Mr. Waller, Esler,
Stephens & Buckley and Lane, Powell, Spears and Lubersky.
10.13(5) Form of Registration Rights Agreement.
*10.14(5) ATHENA Medical Corporation's 1994 Incentive and Non-Qualified Stock
Option Plan dated as of June 7, 1994.
*10.15(5) Form of Incentive Stock Option Agreement.
*10.16(5) Form of Non-Statutory Stock Option Agreement.
10.17(5) Form of Purchase Warrant Certificate.
10.18(6) Distribution Agreement between the Company and Meix Corporation dba
Chinese Business Services, dated December 30, 1995.
10.19(6) Commitment Letter between First Portland Leasing Corp. and the
Company dated January 9, 1996.
10.20(6) Amendment of Agreement between the Company and Beijing Kang Mei
Biological Products, Ltd. (a joint venture comprised of Cort
MacKenzie & Thomas Inc., and Fang-Hai Science and Technology).
10.21(5) Consultant Agreement between the Company and Paul Mueggler, Ph.D.
dated February 3, 1997.
10.22(5) Consultant Agreement between the Company and Peter Burke dated
December 16, 1996.
10.23(5) Employment Agreement between the Company and Sarah P. Van Dyck dated
May 28, 1996.
<PAGE>
10.24(5) Consultant Agreement between the Company and James R. Wilson dated
as of December 1, 1996.
*10.25(5) Employment Agreement between the Company and James E. Reinmuth dated
as of September 6, 1996.
*10.26(1) Employment Agreement between the Company and J. Peter Burke dated as
of April 28, 1997.
10.27(7) Agreement dated effective as of April 28, 1997 between P&G and the
Company.
*10.28(1) Employment Agreement between the Company and James R. Wilson dated
as of May 1, 1997.
13.1(8) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
13.2(8) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Perkins Coie. Included in Exhibit 5.1.
- -----------------
(1) Incorporated by reference to the exhibits to the Company's quarterly
report on Form 10-QSB for the quarter ended June 30, 1997.
(2) Previously filed with the Commission hereunder.
(3) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-2 (file no. 33-88230), filed with the Commission on
January 5, 1995.
(4) Incorporated by reference to the exhibits to the Company's 10-QSB/A for
the period ended March 31, 1994.
(5) Incorporated by reference to the exhibits to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1996.
(6) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-2 (file no. 333-2053), filed with the Commission on
March 29, 1996.
(7) Incorporated by reference to exhibit number 10.1 to the Company's Current
Report on Form 8-K, file number 0-17119, filed with the Commission on May
16, 1997.
(8) Previously filed with the Commission.
* Indicates management contract or compensation plan.
<PAGE>
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; and
(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.
(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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining 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 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this post effective
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on September 29, 1997.
A-FEM MEDICAL CORPORATION
By:/s/ William H. Fleming
------------------------------------------
William H. Fleming
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on September 29, 1997 by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
---------- -----
<S> <C>
/s/ William H. Fleming Vice Chairman, Secretary and Director
- --------------------------------------------------
William H. Fleming
*James E. Reinmuth Chairman, Chief Executive Officer and Director
- -------------------------------------------------- (principal executive officer)
James E. Reinmuth
*J. Peter Burke President, Chief Operating Officer and Chief Financial Officer
- -------------------------------------------------- (principal financial officer and
J. Peter Burke principal accounting officer)
*James R. Wilson Director and Treasurer
- --------------------------------------------------
James R. Wilson
*Carol A. Scott Director
- --------------------------------------------------
Carol A. Scott
*RoseAnna Sevcik Director
- --------------------------------------------------
RoseAnna Sevcik
*By /s/ William H. Fleming
- --------------------------------------------------
William H. Fleming, Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated March 3, 1997 (except with respect to the matter discussed
in Notes 1 and 10, as to which the date is April 28, 1997) included in this
Amendment No. 1 to Form S-2 registering 4,618,673 shares of A-FEM Medical
Corporation common stock.
Portland, Oregon,
September 30, 1997 /s/ Arthur Anderson LLP
