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As filed with the Securities and Exchange Commission on October 24, 2000
Registration No. 333-81747
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO
FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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A-FEM MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Nevada 33-0202574
(State of Incorporation) (I.R.S. Employer
Identification No.)
</TABLE>
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)
Steven T. Frankel
President and Chief Executive 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
Danielle Benderly
PERKINS COIE LLP
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 this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share(1) Offering Price(1) Fee(2)
--------------------------- ---------- ------------ ----------------- -------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,746,696 $1.10 $1,921,366 $507.24
per share.
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee as
required by Section 6(b) of the Securities Act and calculated pursuant to Rule
457(c) under the Securities Act based upon the average of the high and low bid
prices of A-Fem's Common Stock on October 19, 2000, as reported on the OTC
Bulletin Board.
(2) A registration fee of $783 was paid on June 28, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
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1,746,696 Shares of Common Stock
A-FEM MEDICAL CORPORATION
This is a public offering of A-Fem Medical Corporation common stock.
A-Fem's stockholders are selling 1,746,696 shares, including 996,236 shares
issuable upon exercise of warrants to purchase A-Fem common stock. A-Fem will
not receive any of the proceeds from the sale of shares by the stockholders.
A-Fem will receive proceeds from the exercise of each warrant equal to its
exercise price. The exercise prices for the warrants range from $1.00 to $5.00
per share.
A-Fem's common stock is traded on the OTC Bulletin Board under the
symbol "AFEM."
A PURCHASE OF SHARES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
<TABLE>
<CAPTION>
PER SHARE TOTAL PROCEEDS TO TOTAL PROCEEDS TO
PRICE TO PUBLIC A-FEM SELLING STOCKHOLDERS
--------------- ----- --------------------
<S> <C> <C>
$1.10 $2,480,628 $1,921,366
</TABLE>
The "Per Share Price to Public" is estimated based on the
average of the high and low sales prices for a share of A-Fem common stock as
reported on the OTC Bulletin Board as of October 19, 2000. The Total Proceeds to
A-Fem are estimated based upon the weighted average exercise price of the
warrants of $2.49 per share. A-Fem will pay approximately $90,000 in expenses
associated with registering these shares of common stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER __, 2000.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
RISK FACTORS................................................................ 3
FORWARD-LOOKING INFORMATION................................................. 10
HOW TO OBTAIN MORE INFORMATION.............................................. 10
RECENT DEVELOPMENT.......................................................... 10
USE OF PROCEEDS............................................................. 11
SELLING STOCKHOLDERS....................................................... 11
DESCRIPTION OF SECURITIES................................................... 14
PLAN OF DISTRIBUTION........................................................ 17
LEGAL MATTERS............................................................... 18
EXPERTS .................................................................... 18
</TABLE>
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing A-Fem. Additional risks and uncertainties not currently known
to us or that we currently deem immaterial may also impair our business
operations.
If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
such case, the trading price of A-Fem common stock could decline, and you may
lose all or part of your investment.
This prospectus also contains forward-looking statements that involve
risks and uncertainties. A-Fem's actual results could differ materially from
those anticipated in the forward-looking statements as a result of certain
factors, including the risks described below and elsewhere in this prospectus.
IF A-FEM IS NOT ABLE TO OBTAIN ADDITIONAL FINANCING, A-FEM MAY NOT BE ABLE TO
CONTINUE OPERATING
During the fiscal year ended December 31, 1999, and the six months
ended June 30, 2000, A-Fem incurred losses of approximately $2.5 million and
$0.9 million, respectively. Further, A-Fem has not generated significant
revenues from operations. A-Fem expects to continue to incur losses as the costs
of developing, manufacturing and marketing its products continue to exceed
income from product sales.
In order to carry out our development and marketing plans for our
PADKIT(R), we will need to raise approximately $3 to 6 million in addition to
the funds needed for our monthly operating expenses. If we are unable to obtain
sufficient financing, it would have a material adverse effect on our financial
condition.
A-Fem expects that significant, ongoing expenditures will be necessary
to successfully implement its business plan and develop, manufacture and market
its products. These circumstances raise substantial doubt about A-Fem's ability
to continue as a going concern. If A-Fem is unable to obtain adequate additional
financing, enter into a strategic partnership, or generate sufficient profitable
sales revenues, we may be required to curtail our product development, marketing
activities and other operations, and we may be forced to cease operations.
IF A-FEM IS NOT ABLE TO ATTRACT A STRATEGIC PARTNER, A-FEM MAY BE UNABLE TO
EXECUTE OUR MARKETING AND DISTRIBUTION PLANS FOR THE INSYNC MINIFORM.
In order to carry out our marketing plans, we will need to find one or
more partners to assist in marketing and distributing our products. To date we
have been unable to attract such a partner. If we are not able to attract one or
more partners, we may be unable to carry out our marketing and distribution
plans for these products, which could have a material adverse effect on our
financial conditions and results of operations.
A-FEM IS UNLIKELY TO EARN SIGNIFICANT REVENUES FROM OUR PRODUCTS IN THE NEAR
TERM BECAUSE MOST OF A-FEM'S PRODUCTS ARE IN AN EARLY STAGE OF PRODUCT
DEVELOPMENT OR MARKETING
A-Fem's products, the INSYNC(R) MINIFORM, PADKIT, and RAPID-SENSE(TM)
diagnostic products, are in the early stages of development or marketing. There
have been no significant revenues from the INSYNC MINIFORM, and there have been
no revenues at all from the PADKIT diagnostic products. A-
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Fem has concluded it cannot raise sufficient funds to market the inSync miniform
nationally through retail outlets. A-Fem cannot estimate the potential market
for our products.
You should be aware that A-Fem may encounter problems because our
products are in an early stage of development or marketing, including the
following risks:
- A-Fem may encounter unanticipated developmental, testing,
regulatory compliance and marketing costs;
- The new products that A-Fem is developing may not be
successfully developed;
- A-Fem's new products, once developed, may not be successfully
manufactured, advertised and marketed;
- Any of A-Fem's products may become obsolete within a short time
after its development; and
- Costs of research and development and clinical trials for
A-Fem's new products may substantially exceed A-Fem's
expectations and financial resources.
A-FEM'S PRODUCTS MAY NOT ACHIEVE MARKET ACCEPTANCE
A-Fem's only product in commercial production, the INSYNC MINIFORM, is a
new product form that addresses women's concerns with current feminine
protection products. Because the INSYNC MINIFORM is worn interlabially, unlike
any other existing feminine protection products, women may not understand how to
use the INSYNC MINIFORM or may not find it comfortable, and women may not
purchase this product or our other products in commercially viable quantities.
If our products do not achieve adequate market acceptance, such failure may have
a material adverse effect on our financial condition and results of operations.
A-FEM'S PRODUCTS MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH EXISTING OR FUTURE
PRODUCTS PRODUCED BY A-FEM'S COMPETITORS
A-Fem's current product 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
A-Fem. With respect to our miniform products, these competitors include the
Procter & Gamble Company, Johnson & Johnson, Kimberly-Clark and Playtex. A-Fem's
research, financial and marketing resources may not be adequate to create and
market products that will compete successfully with existing or future products
created and marketed by such competitors.
HOLDERS OF A-FEM'S COMMON STOCK MAY EXPERIENCE DILUTION IF WE FULFILL OUR
FINANCING NEEDS BY ISSUING ADDITIONAL SHARES OF STOCK
In order to carry out our development, marketing and distribution plans
for our products, we will need to raise significant funds through equity and/or
debt financing. We do not expect significant amounts of debt financing to be
available in the near term, and expect that we will have to issue additional
equity to meet our financing needs. Such equity financing may not be available
or may not be available on terms favorable to A-Fem or our stockholders. If we
issue additional equity in the future to raise funds, this could have a dilutive
effect on holders or purchasers of shares of our common stock because each share
of our common stock would represent a smaller portion of our total outstanding
shares. Moreover, if additional equity is issued at a relatively lower price per
share, this could reduce the average price per share below the price per share
paid by existing holders or purchasers.
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A-FEM'S PATENT AND OTHER INTELLECTUAL PROPERTY PROTECTION MAY NOT BE ADEQUATE
A-Fem has received a patent with respect to the PADKIT that covers the
method and apparatus for collection and use of vaginal fluid for diagnostic
purposes. A-Fem has received a patent with respect to the INSYNC MINIFORM that
covers the manufacturing methods and manufacturing materials. A-Fem has filed
patent applications for its first generation RAPID-SENSE(TM) technology. The
term for these patents is or will be 20 years from the date of the application.
The issuance of patents to A-Fem is not conclusive as to validity or as
to the enforceable scope of claims. The validity and enforceability of a patent
can be challenged by litigation after its issuance, and, if the outcome of
litigation is adverse to the owner of the patent, the owner's rights could be
diminished or eliminated. The issuance of patents covering any of A-Fem'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
A-Fem's products and processes, and the degree of protection afforded by foreign
patents may be different from that in the United States.
The technologies used by A-Fem may infringe patents or proprietary
technology of others. The cost of enforcing A-Fem's patent rights in lawsuits
that A-Fem may bring against infringers or defending itself against infringement
charges by other patent holders may be high and could adversely affect A-Fem.
Trade secrets and confidential know-how are important to A-Fem's
scientific and commercial success. Although A-Fem 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 A-Fem.
A-FEM MAY BE ADVERSELY AFFECTED BY CERTAIN GOVERNMENT REGULATIONS
Many of A-Fem's activities are subject to regulation by various local,
state and federal regulatory authorities in the United States.
Before a medical product may be marketed for use by humans, laboratory
and clinical trials must be performed to validate the safety and effectiveness
of the product. The PADKIT is still in the development stage and will require
FDA approval before being marketed to the public. Obtaining such approval may be
a lengthy and expensive proceeding and may involve extensive testing and
clinical trials to demonstrate safety, reliability and efficacy.
In addition, regulations may change, resulting in unexpected costs and
uncertainty. A-Fem may not be able to comply with the applicable requirements,
and necessary approvals may not be granted. We cannot predict the extent and
impact of future governmental regulations. If we fail to comply with the
applicable regulatory requirements, we may be subject to fines, injunctions,
civil penalties, recall or product seizure, among other penalties.
A-FEM DEPENDS ON OUR MANAGEMENT AND CONSULTANTS TO SUCCESSFULLY IMPLEMENT OUR
BUSINESS PLAN
A-Fem depends to a large extent upon the abilities and continued
participation of its executive officers, consultants and current directors. The
loss of any of these people could have a serious adverse effect upon our
business. We may not be able to attract and retain key personnel with the skills
and expertise necessary to manage our business. We do not have key-man life
insurance on the lives of any of our personnel. Because competition for
management and scientific staff in the biotechnology, biomedical and healthcare
fields is intense, we may not be able to continue to employ personnel and
consultants with sufficient expertise to satisfy
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our needs. We do not have employment contracts with any personnel other than
Steven T. Frankel and James R. Wilson.
A-FEM'S PRODUCT LIABILITY INSURANCE COVERAGE FOR CLAIMS IS LIMITED
A-Fem could be subject to claims for personal injuries or other damages
resulting from its products. We carry general liability insurance, including
products liability insurance in the amount of $5,000,000. If any claims for
amounts exceeding our insurance coverage were successful, it would have a
material adverse effect on A-Fem. A-Fem's insurance may not adequately protect
A-Fem against all such liabilities.
THIS OFFERING MAY HAVE AN ADVERSE IMPACT ON THE MARKET PRICE OF A-FEM'S COMMON
STOCK
The number of shares being offered hereby represents approximately 16.0
percent of the total common stock of A-Fem outstanding at September 30, 2000,
including the 996,236 shares of A-Fem's Common Stock to be issued to the selling
stockholders upon exercise of their warrants.
Each stockholder will offer to sell 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
stockholders and holders of warrants, there are no agreements between the
stockholders or warrantholders and A-Fem or, to A-Fem's knowledge, among the
stockholders or warrantholders, with respect to the sale of shares.
If the stockholders or warrantholders were simultaneously to sell or
resell a large number of shares in the market, the market price of A-Fem's
common stock could be adversely affected.
A-FEM MAY ISSUE ADDITIONAL SHARES OF PREFERRED STOCK, WHICH COULD DILUTE THE
INTERESTS OF HOLDERS OF OUR COMMON STOCK
A-Fem is authorized to issue up to 10,000,000 shares of preferred stock
and A-Fem's Board of Directors has the authority to fix the rights, preferences,
privileges and restrictions of such shares without any further vote or action by
A-Fem's stockholders.
Through September 2000, A-Fem issued shares of Series A Convertible
Preferred Stock and warrants to purchase additional shares of Series A
Convertible Preferred Stock to Capital Consultants, LLC (formerly Capital
Consultants, Inc.) as follows:
- 4,316,405 shares of Series A Convertible Preferred Stock issued
in exchange for 4,316,405 shares of A-Fem's common stock;
- 3,175,730 shares of Series A Convertible Preferred Stock and
warrants to purchase an additional 1,204,012 shares of Series A
Convertible Preferred Stock (at a weighted average exercise
price of $0.39 per share) in exchange for aggregate
consideration consisting of approximately $6.1 million and
warrants to purchase 50,000 shares of A-Fem's common stock.
These issuances of Series A Preferred Stock and any future issuance of
preferred stock may:
- have the effect of delaying, deferring or preventing a change in
control of A-Fem;
- discourage bids for the common stock at a premium over the
market price of the common stock; or
- adversely affect the market price and the voting and other
rights of the holders of common stock.
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CERTAIN MERGERS OR TAKEOVER ATTEMPTS COULD BE DELAYED OR PREVENTED BY THE
ANTI-TAKEOVER EFFECT OF NEVADA LAW
Nevada law contains "business combination" provisions that could make it
more difficult to consummate a merger or tender offer involving A-Fem, even if
such event could be beneficial to the interests of the stockholders.
The Nevada business combination law prohibits certain transactions
between a corporation and any interested stockholder for three years after the
interested stockholder first becomes an interested stockholder, unless the
corporation's Board of Directors approves in advance. An interested stockholder
is one who owns 10% or more of a corporation's voting shares, or who is an
affiliate of a corporation.
The types of transactions prohibited include:
- a merger;
- a sale, lease or other disposition of a material amount of a
corporation's assets;
- a transaction that results in the issuance of 5% or more of a
corporation's equity stock to the interested stockholder; or
- the liquidation or dissolution of a corporation.
However, these prohibitions do not apply if the Board of Directors of a
corporation approves the share acquisition or business combination transaction
before the stockholder acquired 10% or more of such corporation's outstanding
voting stock.
The provisions of Nevada law described above give A-Fem's Board of
Directors the ability to determine whether or not to allow any of the
transactions of the type described above by limiting the ability of an
interested stockholder to act without first obtaining the approval of the Board
of Directors. If A-Fem's Board of Directors chose not to approve a share
acquisition, this would discourage such acquisition and any subsequent business
combination transactions with the interested stockholder. The fact that A-Fem's
Board of Directors has the power to do this would also discourage tender offers
not conducted in cooperation with such Board of Directors. These consequences
could result even if the business combination transaction or tender offer would
be beneficial to the interests of A-Fem's stockholders.
THE THIN PUBLIC MARKET FOR A-FEM'S COMMON STOCK MAY CAUSE VOLATILITY IN OUR
STOCK PRICE
A-Fem's common stock trades on the OTC Bulletin Board and is thinly
traded.
The market price of our common stock has experienced significant
volatility. During 1999, the price of our common stock ranged from $0.69 per
share to $2.69 per share. The market price of the common stock could be subject
to significant variation due to:
- the degree of success A-Fem achieves in implementing its
business strategy, changes in business or economic conditions
affecting A-Fem, its customers or its competitors;
- fluctuations in A-Fem's operating results, changes in or actual
results varying from earnings or other estimates made by
securities analysts;
- announcements by A-Fem or our competitors concerning product
developments, patents or proprietary rights; and
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- other factors both within and outside our control.
In addition, the stock market may experience volatility that affects the
market prices of companies in ways unrelated to the operating performance of
such companies, and such volatility may adversely affect the market price of our
common stock.
There has been significant volatility in the market price of securities
of other early stage companies, technology companies in general and
biotechnology companies in particular.
A-FEM MAY NOT BE ABLE TO SUCCESSFULLY MANUFACTURE OUR PRODUCTS
A-Fem currently manufactures the INSYNC MINIFORM. As a manufacturer,
A-Fem faces the following risks:
- A-Fem may not be able to maintain sufficient numbers of
employees, or may have to pay increased wages.
- A-Fem may not be able to obtain sufficient raw materials when
needed or at reasonable prices.
- A-Fem may have to expend additional funds to purchase additional
capital equipment to be able to increase the quantity of
miniforms we manufacture or to remedy plant or equipment
obsolescence.
- A-Fem may not be able to adequately maintain the quality of the
miniforms it manufactures.
- If the demand for miniforms is significantly greater or lower
than we predict, we may experience excess or inadequate
manufacturing capacity.
Any of the risks listed above, or any other disruption in A-Fem's
production, could have a material adverse effect on A-Fem's results of
operations and financial condition.
A-FEM MAY EXPERIENCE AN ADVERSE IMPACT FROM FUTURE SALES OF OUR STOCK
As of September 30, 2000, 3,409,484 shares of common stock were subject
to outstanding stock options under A-Fem's stock option plans at a weighted
average exercise price of approximately $2.53 per share. As of September 30,
2000, 1,592,939 shares were issuable upon exercise of outstanding warrants at a
weighted average exercise price of $2.81 per share.
We have filed a registration statement on Form S-8 under the Securities
Act to register for resale a total of 5 million shares of common stock reserved
for issuance under A-Fem's stock option plans. Sales of substantial amounts of
A-Fem's common stock in the public market by existing stockholders or holders of
options or warrants could cause the price of the common stock to go down.
In addition to the 1,746,696 shares of common stock being offered in
this prospectus, an additional 1,106,030 shares are registered under another
registration statement on Form S-2 under the Securities Act, approximately
1,300,000 shares are freely tradable under the federal securities laws subject
to volume limitations under Rule 144, and approximately 6,600,000 additional
shares are freely tradable under the federal securities laws to the extent they
are not held by our affiliates or are not subject to certain contractual volume
restrictions.
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:
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- 1% of the then outstanding shares of the issuer's common stock,
and
- 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.
FORWARD-LOOKING INFORMATION
This prospectus includes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. This Act provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact that
we make in this prospectus or in any documents incorporated by reference are
forward-looking. In particular, the statements herein regarding our industry
prospects and our future results of operations or financial position are
forward-looking statements. Forward-looking statements reflect our current
expectations and are inherently uncertain. Our actual results may differ
significantly from our expectations. The section entitled, "Additional Factors
That May Affect Future Results," that appears in our Annual Report on Form
10-KSB for the year ended December 31, 1999, as well as the section entitled,
"Risk Factors," that appears in this prospectus, describe some, but not all, of
the factors that could cause these differences.
HOW TO OBTAIN MORE INFORMATION
A-Fem files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document that A-Fem
has filed at the SEC's public reference rooms at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549-1004. You may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet web site at http\\www.sec.gov where some of the
documents A-Fem has filed may be found.
This prospectus is part of a registration statement that A-Fem has filed
with the SEC. The registration statement contains more information about A-Fem
and its common stock, including supplemental exhibits and schedules. You can get
a copy of the registration statement from the SEC at the address listed above or
from the SEC's Internet web site.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it. This means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered a part of this prospectus.
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A-Fem's Annual Report on Form 10-KSB for the year ended December 31,
1999, and A-Fem's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2000, filed with the SEC pursuant to the Exchange Act, are incorporated by
reference in this prospectus.
The information relating to A-Fem contained in this prospectus does not
purport to be comprehensive and should be read together with the information
contained in its Annual Report on Form 10-KSB for the year ended December 31,
1999, and its Quarterly Report on Form 10-QSB for the quarter ended March 31,
2000, which accompany this prospectus.
RECENT DEVELOPMENT
A-Fem Medical Corporation is a medical technology company with multiple
product platforms targeting women's health needs. A-Fem has developed three
proprietary technology platforms: one based on our inSync miniform interlabial
pad, another based on our Rapid-Sense(TM) diagnostic tests and the third based
on our PadKit Sample Collection System. A-Fem markets the inSync miniform as an
alternative to tampons, pads or liners for light flow protection. A-Fem is also
developing point-of-care diagnostic products that provide quantified results
using our proprietary Rapid-Sense(TM) technology. The PadKit, currently in
clinical trials, utilizes a miniform as a non-invasive sample collection method
for use in testing for certain cancers and other diseases.
A-Fem needs to raise approximately $3 to 6 million in financing, in
addition to the funds needed for its monthly operating expenses, to be able to
carry out our development and marketing plans for our products. If A-Fem were
able to raise the entire $3 to 6 million at once, it would take approximately 18
months to complete A-Fem's development plans for Rapid-Sense(TM) and the PadKit.
A-Fem has raised approximately $0.8 million to date through the sale of equity
securities upon exercise of warrants by the selling stockholders in this
offering. Because the exercise prices for most of the warrants exceed the
current market price for A-Fem's common stock, it is unlikely that the majority
of the selling stockholders will exercise their warrants in the near future.
A-Fem's principal executive offices are located at 10108 S.W. Nimbus
Avenue, Suite J-5, Portland, Oregon 97223.
USE OF PROCEEDS
A-Fem will receive proceeds upon exercise of the warrants by certain of
the selling stockholders, and payment of the exercise prices for such warrants,
of between zero and $2.5 million, depending on how many warrants are exercised.
After the deduction of an estimated $90,000 of offering expenses being paid by
A-Fem, proceeds from the exercise of the warrants will be used for the
development and marketing of A-Fem's products and general corporate purposes.
A-Fem has not been advised when or whether the holders of warrants intend to
exercise their warrants. No proceeds will be received by A-Fem from sales of
shares by the stockholders.
SELLING STOCKHOLDERS
A total of 996,236 shares of common stock may be sold pursuant to this
prospectus upon exercise of the warrants. The warrants were privately issued by
A-Fem to thirteen 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 by
May 2009. The weighted average exercise price of the warrants is $2.49 per
share.
Page 10
<PAGE> 12
The following table sets forth information as of September 2000
regarding the beneficial ownership of common stock by each selling stockholder.
The amounts listed under "Shares Registered for Sale" reflect the common stock
underlying warrants owned by certain of the selling stockholders that are being
registered on this registration statement.
"Beneficial Ownership" is defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, and generally means any persons who directly,
or indirectly, have or share voting or investment power with respect to a
security. A person will 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.
"Shares Registered for Sale" includes shares that may be sold by means
of 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."
The percentage of outstanding shares listed for any stockholder is
calculated without regard to shares of common stock issuable to others upon
exercise of outstanding stock options or warrants. Any shares a stockholder is
deemed to own by having the right to acquire such shares upon exercise of an
option or a warrant are considered to be outstanding solely for the purpose of
calculating that stockholder's ownership percentage.
The percentage of outstanding shares after sales for any stockholder
assumes the sale pursuant to this offering of all shares listed in the "Shares
Registered for Sale" column and the stockholder does not sell shares other than
those listed in the column or purchase additional shares except upon exercise of
options or warrants.
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
-----------
SHARES BENEFICIALLY SHARES REGISTERED BEFORE AFTER
NAME OF SELLING STOCKHOLDER OWNED FOR SALE SALES SALES
--------------------------- ------------------- ----------------- ----- -----
<S> <C> <C> <C> <C> <C>
Bashaw Family Trust Shares: 104,166 104,166 1.1% 0
Warrants: 0 0
Bradley N. Brown Shares: 26,042 26,042 * 0
Warrants: 6,510 (1) 6,510
Karen Clifton Trust A Shares: 26,042 26,042 * 0
Warrants: 6,510 (1) 6,510
Stephen F. Duffy Shares: 26,042 26,042 * 0
Warrants: 6,510 (1) 6,510
EVG Family LLC Shares: 26,042 26,042 * 0
Warrants: 6,510 (1) 6,510
Charles E. Finegan, Jr. Shares: 33,850 (2) 0 1.9% *
Warrants: 160,000 (3) 142,000
Gunther Family Trust Shares: 87,541 26,042 * 0
Warrants: 6,510 (1) 6,510
Ronald Hagen Shares: 15,000 (4) 15,000 * 0
Warrants: 0 0
</TABLE>
Page 11
<PAGE> 13
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
-----------
SHARES BENEFICIALLY SHARES REGISTERED BEFORE AFTER
NAME OF SELLING STOCKHOLDER OWNED FOR SALE SALES SALES
--------------------------- ------------------- ----------------- ----- -----
<S> <C> <C> <C> <C> <C>
John McCormick Shares: 30,000 (5) 0 3.0% *
Warrants: 266,666 (6) 266,666
J. Douglas McKay Shares: 26,042 26,042 * 0
Warrants: 6,510 (1) 6,510
Terry A. Reinmuth Shares: 23,000 (7) 10,000 * *
Warrants: 0 0
Richard T. Schroeder Shares: 336,500 (8) 210,000 5.5% 2.4%
Warrants: 200,000 (9) 95,000
Alexander V. Sharp Shares: 0 0 * 0
Warrants: 35,000 (10) 35,000
Thomas C. Stewart Shares: 0 0 3.7% 1.0%
Warrants: 369,683 (11) 270,000
Sunbelt Investments Shares: 137,500 (12) 50,000 1.4% *
-
Warrants: 0 0
Paul N. Temple Revocable Shares: 26,042 26,042 * 0
Trust U/A 2/11/80 Warrants: 6,510 (1) 6,510
James Thompson Shares: 15,000 15,000 * 0
Warrants: 0 0
Shares: 8,500 (13)
Alfred E. Thurber, Jr. Warrants: 142,000 (14) 0 1.6% *
142,000
E. Patricia Trusty Shares: 10,000 10,000 * 0
Warrants: 0 0
W.S. Farish & Company Shares: 137,500 (12) 87,500 1.4% *
-
Warrants: 0 0
Mark T. Waller Shares: 21,500 21,500 * *
Warrants: 0 0
Richard H. Wentworth Shares: 85,096 (15) 15,000 * *
Warrants: 0 0
3.9%
James R. Wilson Shares: 410,095 (16) 30,000 4.2%
Warrants: 0 0
</TABLE>
---------------------
*Less than 1%.
(1) Consists of 6,510 shares issuable upon exercise of a warrant to purchase
shares of A-Fem's common stock at an exercise price of $1.92 per share.
Page 12
<PAGE> 14
(2) Includes 6,800 shares held jointly by Mr. Finegan and his spouse, 2,800
held by Finegan Jr. IRA and 3,750 shares by Finegan Jr. Sep. IRA.
(3) Consists of 50,000 shares issuable upon exercise of a warrant to
purchase shares of A-Fem's common stock at an exercise price of $1.50
per share, 35,000 shares issuable upon exercise of a warrant to purchase
shares of A-Fem's common stock at an exercise price of $3.50 per share
and 75,000 shares issuable upon exercise of a warrant to purchase shares
of A-Fem's common stock at an exercise price of $5.00 per share.
(4) Consists of shares held jointly by Mr. Hagen and his spouse.
(5) Consists of 29,500 shares held in Mr. McCormick's IRA and 500 held in
his spouse's IRA.
(6) Consists of 100,000, 50,000, 66,666 and 50,000 shares issuable upon
exercise of warrants to purchase shares of A-Fem's common stock at an
exercise price of $1.00, $2.00, $2.88 and $3.00, respectively.
(7) Consists of shares with respect to which decisions regarding voting and
disposition are made by James E. Reinmuth, Terry Reinmuth's brother and
attorney-in-fact. James E. Reinmuth is the Chairman of A-Fem's Board of
Directors.
(8) Includes 30,000 shares held by Mr. Schroeder's spouse and 9,000 shares
held by two of his children.
(9) Consists of 75,000 shares issuable upon exercise of warrants to purchase
A-Fem's common stock at an exercise price of $1.50 per share and 125,000
shares issuable upon exercise of warrants to purchase A-Fem's common
stock at an exercise price of $2.88 per share.
(10) Consists of 35,000 shares issuable upon exercise of a warrant to
purchase shares of A-Fem's common stock at an exercise price of $1.50
per share.
(11) Consists of 99,683 shares and 270,000 shares issuable upon exercise of
warrants to purchase common stock at an exercise price of $1.50 and
$2.00, respectively, held by Cort MacKenzie & Co., Inc. and Thomas C.
Stewart, respectively. Cort MacKenzie & Co., Inc. has agreed not to
sell, within any three-month period, the greater of (i) 1% of the then
outstanding shares of A-Fem's common stock and (ii) the average weekly
trading volume during the four calendar weeks preceding such sale.
(12) Includes 50,000 shares held by Sunbelt Investments, of which W.S. Farish
& Company is the sole general partner, 12,500 shares held by W.S. Farish
& Company for the benefit of Cornelia G. Corbett, 25,000 shares held by
W.S. Farish & Company for the benefit of Edward H. Gerry, 25,000 shares
held by W.S. Farish & Company for the benefit of Henry A. Gerry, and
25,000 shares held by W.S. Farish & Company for the benefit of Martha F.
Gerry.
(13) Consists of 13,000 shares of common stock owned jointly by Mr. Thurber
and his spouse.
(14) Consists of 32,000, 35,000 and 75,000 shares issuable upon exercise of
warrants to purchase shares of A-Fem's common stock at an exercise price
of $1.50, $3.50 and $5.00 per share, respectively.
(15) Includes 40,000 shares held jointly with Mr. Wentworth's spouse and
10,000 shares held in Mr. Wentworth's IRA.
(16) Includes 46,666 and 37,500 shares issuable upon exercise of options to
purchase A-Fem's common stock at an exercise price of $3.00 and $2.13,
respectively, and 160,000 shares held jointly by Mr. Wilson and his
spouse.
DESCRIPTION OF SECURITIES
The authorized capital stock of A-Fem consists of 33,000,000 shares of
common stock, $.01 par value per share and 10,000,000 shares of Preferred Stock,
$0.01 par value per share. As of September 30, 2000, there were
Page 13
<PAGE> 15
9,596,558 shares of common stock and 7,492,135 shares of Series A Convertible
Preferred Stock outstanding. All of the outstanding shares of stock are fully
paid and nonassessable.
PREFERRED STOCK
A-Fem is authorized to issue shares of Preferred Stock, $.01 par value,
from time to time in one or more series, in any manner permitted by law, as
determined from time to time by the Board of Directors. The Board of Directors
has the authority to fix and determine the rights and preferences of the shares
of any series so established, including dividends, conversion prices, voting
rights, redemption prices, maturity dates and similar matters without further
action by the stockholders.
SERIES A CONVERTIBLE PREFERRED STOCK
The Series A Convertible Preferred Stock consists of 8,200,000
authorized shares and 7,492,135 shares outstanding. Each share of Series A Stock
is entitled to receive a liquidation preference of $4.00 per share (plus any
declared but unpaid dividends) and to receive dividends in preference to holders
of the common stock. A holder of shares of Series A Stock may convert such
shares into an equal number of shares of common stock at any time. The
conversion rate is subject to adjustments for dividends and distributions and
any classification, exchange, or substitution of the common stock or any
reorganization, merger, consolidation, or sale of assets by A-Fem.
The Series A Stock is entitled to vote on all matters submitted to a
vote of the holders of the common stock and to vote together with the holders of
the common stock as one class. With respect to certain transactions, including
the creation of any senior or substantially similar security, any transaction
constituting a deemed dividend under federal tax law, or as otherwise provided
by law, the Series A Stock vote as a class separately from the common stock.
COMMON STOCK
The holders of common stock are entitled to one vote for each share held
on all matters submitted to the stockholders.
Subject to the rights of the holders of any outstanding shares of
Preferred Stock, 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 A-Fem is to retain
earnings to provide funds for the operation and expansion of its business. A-Fem
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 A-Fem,
holders of common stock are entitled to share equally and ratably in A-Fem's
assets, if any, remaining after the payment of all liabilities of A-Fem.
NEVADA BUSINESS COMBINATION AND CONTROL SHARE STATUTES
A-Fem is subject to provisions of Nevada law that govern business
combinations between corporations and interested stockholders. These provisions
generally prohibit a corporation from entering into a business combination
transaction with a person, or affiliate of such person, for a period of three
years from the date such person acquires 10% or more of the voting stock of the
corporation. For the purpose of this law, the prohibition generally applies to
the following:
- A merger or consolidation;
Page 14
<PAGE> 16
- Any sale, lease, mortgage, or other disposition of assets with a
value equal to 5% or more of the total assets or market value of
the corporation, or representing 10% or more of the earning
power of the corporation;
- Transactions that result in the issuance of 5% or more of the
capital stock of the corporation to the interested stockholder;
or
- Any plan for the liquidation or dissolution of the corporation
proposed by or under any agreement with the interested
stockholder.
However, the general prohibition does not apply if the board of
directors approves the share acquisition or business combination before the
stockholder acquired 10% or more of the corporation's outstanding voting stock.
Nevada law may also restrict the ability of significant stockholders of
Nevada corporations to exercise voting rights. The law generally applies to a
person who acquires voting stock of a Nevada corporation in a transaction that
results in such person's holding more than 20%, 33 1/3% or 50% of the total
voting power of the corporation. If such a transaction occurs, the person cannot
vote the shares unless voting rights are restored to those shares:
- by a majority of the outstanding voting shares, including the
acquired shares, and
- if the transaction will result in any alteration or change in
any preference or other right given to any class or series of
outstanding shares, by the holders of a majority of each class
or series affected, excluding the acquired shares and shares
held by the corporation's officers and inside directors.
This law is construed broadly and may apply to persons acting as a
group.
A-Fem has chosen to "opt out" from the application of Nevada's control
share law pursuant to a provision to that effect in A-Fem's bylaws.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada corporation law provides that a company may indemnify its
officers, directors and employees for liability arising out of certain actions.
A-Fem has included in its Articles of Incorporation and Bylaws provisions to
indemnify its directors and officers to the fullest extent permitted by the
Nevada General Corporation Law. Such indemnification may be available for
liabilities arising in connection with this offering. To the extent that
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling A-Fem pursuant to such
indemnification provisions, A-Fem has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is unenforceable.
A-Fem has adopted in its Articles of Incorporation a provision that
limits personal liability for breach of the fiduciary duty of its directors, to
the extent provided by Section 78.037 of the Nevada General Corporation Law.
Such provision eliminates the personal liability of directors for damages
occasioned by breach of fiduciary duty, except for liability based on the
director's duty of loyalty to A-Fem, liability for acts or omissions involving
intentional misconduct, fraud or a knowing violation of law, liability based on
payments of improper dividends, and liability for acts occurring prior to the
date such provision was added.
Page 15
<PAGE> 17
PLAN OF DISTRIBUTION
The shares being sold by the selling stockholders may be sold from time
to time by such selling stockholders, 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 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;
- a purchase by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
- direct sales by selling stockholders to other individuals or
entities.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the selling stockholders 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 stockholders,
dealers who participate in the distribution of the shares may be entitled to
indemnification by the selling stockholders against certain liabilities,
including liabilities under the Securities Act.
Certain of the dealers may be customers of, be borrowers from, engage in
transactions with, and perform services for, A-Fem, a selling stockholder or one
or more of their affiliates in the ordinary course of business.
The shares offered by the selling stockholders, including the shares to
be issued upon exercise of warrants, may be distributed to purchasers in the
states of California, Georgia, Idaho, 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 A-Fem. A-Fem will not pay any sales commissions or
other seller's compensation in connection with the exercise of the warrants.
A-Fem 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 is
being registered, or exemptions for such sales are available, to A-Fem in the
following states: California, Georgia, Idaho, New York, Oregon and Washington.
Any resales of such shares must be made in compliance with applicable state
securities laws.
LEGAL MATTERS
The validity of the common stock being offered has been passed upon by
Perkins Coie LLP, Portland, Oregon.
Page 16
<PAGE> 18
EXPERTS
The financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP, independent
public accountants, and are included in reliance upon the authority of said firm
as experts in giving said report.
Page 17
<PAGE> 19
================================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. A-FEM
MEDICAL CORPORATION HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS CONSTITUTES AN
OFFER TO SELL, AND SOLICITS AN OFFER TO BUY, SHARES OF COMMON STOCK ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS.
1,746,696 SHARES
A-FEM MEDICAL
CORPORATION
COMMON STOCK
OCTOBER ___, 2000
================================================================================
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
AMOUNT
-------
<S> <C>
SEC Registration Fee ...................... $ 783
Accounting Fees and Expenses* ............. 3,000
Legal Fees and Expenses* .................. 75,000
Blue Sky Fees and Expenses* ............... 10,000
Printing, including Registration Statement,
prospectus, etc.* ...................... 1,000
Miscellaneous Expenses* ................... 217
-------
TOTAL EXPENSES* ........................... $90,000
=======
</TABLE>
-------------
*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 Twelve 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 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
Page II-1
<PAGE> 21
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 that result from:
(a) Acts or omissions that 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 that 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.
<TABLE>
<S> <C>
4.1(1) Articles of Incorporation, as amended
4.2(2) Amended and Restated Registration Rights Agreement
4.3(2) Form of Stock Purchase Warrant
4.4(2) Form of Series A Preferred Stock Certificate
5.1(3) Opinion of Perkins Coie LLP
10.1(4) Employment Agreement between A-Fem Medical Corporation and
Steven T. Frankel dated effective April 25, 1998
10.2(5) Business Park Lease between A-Fem Medical Corporation, Petula
Associates, Ltd. and Koll Portland Associates dated March 1,
1996
10.3(6) Scholls Business Center First Amendment to Lease between A-Fem
Medical Corporation, Petula Associates, Ltd. and Equity FC, Ltd.
10.4(7) Form of Registration Rights Agreement used for Mr. Waller,
Esler, Stephens & Buckley and Lane, Powell, Spears and Lubersky
10.5(8) Form of Registration Rights Agreement
10.6(8) ATHENA Medical Corporation's 1994 Incentive and Non-Qualified
Stock Option Plan, dated as of June 7, 1994
</TABLE>
Page II-2
<PAGE> 22
<TABLE>
<S> <C>
10.7(8) Form of Incentive Stock Option Agreement
10.8(8) Form of Non-Statutory Stock Option Agreement
10.9(8) Form of Purchase Warrant Certificate
10.10(9) Agreement dated effective as of April 28, 1997 between The
Proctor & Gable Company and A-Fem Medical Corporation
10.11(10) Employment Agreement between A-Fem Medical Corporation and James
R. Wilson dated as of May 1, 1997
10.12(11) Form of Capital Lease between A-Fem Medical Corporation and
First Portland Leasing Corp.
10.13(12) Non-qualified Stock Option Letter Agreement
13.1(13) A-Fem Medical Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 1999
13.2(13) A-Fem Medical Corporation's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2000
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Perkins Coie LLP. Included in Exhibit 5.1
</TABLE>
--------------
(1) Incorporated by reference to the exhibits to A-Fem's quarterly report on
Form 10-QSB for the quarter ended September 30, 1999.
(2) Incorporated by reference to the exhibits to A-Fem's quarterly report on
Form 10-QSB for the quarter ended September 30, 1998.
(3) Incorporated by reference to the exhibits to Amendment No. 1 to A-Fem's
registration statement on Form S-2 (file no. 333-81747), filed with the
SEC on September 23, 1999.
(4) Incorporated by reference to the exhibits to A-Fem's quarterly report on
Form 10-QSB for the quarter ended June 30, 1998.
(5) Incorporated by reference to the exhibits to A-Fem's registration
statement on Form S-2 (file no. 333-2053), filed with the SEC on March
29, 1996.
(6) Incorporated by reference to the exhibits to A-Fem's registration
statement on Form S-2 (File no. 333-2053), filed with the SEC on January
21, 1999.
(7) Incorporated by reference to the exhibits to A-Fem's registration
statement on Form S-2 (file no. 33-88230), filed with the SEC on January
5, 1995.
(8) Incorporated by reference to the exhibits to A-Fem's annual report on
Form 10-KSB for the year ended December 31, 1996.
Page II-3
<PAGE> 23
(9) Incorporated by reference to exhibit number 10.1 to A-Fem's current
report on Form 8-K, file number 0-17119, filed with the SEC on May 16,
1997.
(10) Incorporated by reference to the exhibits to A-Fem's quarterly report on
Form 10-QSB for the quarter ended June 30, 1997.
(11) Incorporated by reference to the exhibits to A-Fem's annual report on
Form 10-KSB for the year ended December 31, 1997.
(12) Incorporated by reference to the exhibits to A-Fem's registration
statement on Form S-8 (file no. 333-36664), filed with the SEC on May
10, 2000.
(13) Previously filed with the SEC.
Page II-4
<PAGE> 24
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) that,
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 that 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 II-5
<PAGE> 25
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 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 October 23, 2000.
A-FEM MEDICAL CORPORATION
By:/s/ Steven T. Frankel
------------------------------------
Steven T. Frankel
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on October 23, 2000, by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*/s/ William H. Fleming Vice Chairman and Secretary
------------------------------------
William H. Fleming
*/s/ James E. Reinmuth Chairman and Director
------------------------------------
James E. Reinmuth
/s/ Steven T. Frankel President and Chief Executive Officer
------------------------------------
Steven T. Frankel (principal executive officer)
*/s/ James R. Wilson Director and Treasurer
------------------------------------
James R. Wilson
*/s/ Carol A. Scott Director
------------------------------------
Carol A. Scott
*/s/ RoseAnna Sevcik Director
------------------------------------
RoseAnna Sevcik
*/s/ Merry Disney Director
------------------------------------
Merry Disney
*/s/ Martin L. Harvey Controller
------------------------------------ (principal financial and accounting officer)
Martin L. Harvey
*By: /s/ Steven T. Frankel
------------------------------------
Steven T. Frankel, Attorney-in-Fact
</TABLE>
S-1
