<PAGE>
As filed with the Securities and Exchange Commission on December 7, 1998
Registration No. 333-
==========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SAFE TECHNOLOGIES INTERNATIONAL, INC.
(name of small business issuer in its charter)
Delaware 22-2824492
(State of jurisdiction (I.R.S. Employer
or incorporation or organization) Identification No.)
249 Peruvian Avenue
Palm Beach, Florida 33480
(Address of Principal Executive Office)
Safe Technologies International, Inc.
1998 Stock Incentive Plan
(Full Title of the Plan)
Barbara L. Tolley
Safe Technologies International, Inc.
249 Peruvian Avenue
Palm Beach, Florida 33480
(561) 832-2700
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
------------------------
Title of Each Class Amount Offering Aggregate
of Securities to be to be Price Per Offering Amount of
Registered Registered (1) Share (2) Price (3) Registration Fee
- ------------------- -------------- --------- ---------- ----------------
<S> <C> <C> <C> <C>
Common Stock (4) 30,000,000 $0.049 $1,470,000 $408.66
Total Registration Fee $408.66
- ---------------------------------------------------------------------------
</TABLE>
(1)This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Safe Technologies International,
Inc. - Year 2000 Stock Award Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
maximum offering price per share and in the aggregate, and the registration
fee were calculated based upon the average of the bid and ask prices of the
Company's Common Stock on December 2 1999, as reported on the OTC Bulletin
Board.
(3) Represents 30,000 shares of Common Stock to be granted as Stock Awards
under Safe Technologies International, Inc. - Year 2000 Stock Award Plan.
EXPLANATORY NOTE
Safe Technologies International, Inc. ("Safe Tec," "we" or "us") has
prepared this Registration Statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act")
to register 30,000,000 shares of our common stock, which will be awarded to
eligible persons under our Year 2000 Stock Award Plan ("Plan").
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), we will distribute an information statement
containing the information specified in Part I of Form S-8 (an "Information
Statement") to participants under our Stock Award Plan. Such Information
Statement, taken together with the documents incorporated by reference herein
pursuant to Item 3 of Part II below, constitutes a prospectus meeting the
requirements of Section 10(a) of the Securities Act, and such Information
Statement is hereby incorporated by reference in this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated
by referenced is considered to be part of this Registration Statement.
Information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until all of the shares covered by this
Registration Statement have been sold or deregistered:
(a) our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998.
(b) our Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1998, June 30, 1999 and September 30, 1999.
(c) our Current Reports on Form 8-K filed on January 6, 1999, January
12, 1999, January 21, 1999, February 2, 1999, February 8, 1999,
February 23, 1999, March 9, 1999; March 11, 1999, March 26, 1999,,
March 31, 1999, April 13, 1999, June 2, 1999, July 1, 1999, July
16, 1999, August 11, 1999, August 24, 1999, October 5, 1999,
October 13, 1999 and November 4, 1999.
(d) The description of our common stock which is contained in our
registration statement on Form 8-A filed on May 11, 1989 and all
amendments thereto and reported filed for the purpose of updating
such descriptions.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock is registered pursuant to Section 12 of the
Exchange Act, and therefore, the description of securities is omitted.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
As a Delaware corporation, we are subject to the Delaware General
Corporation, Law, Section 102(b)(7), which provides that a corporation may
eliminate or limit personal liability of members of its Board of Directors for
monetary damages for breach of a director's fiduciary duty of care in its
certificate of incorporation. The elimination or limitation does not apply
where there has been a breach of the duty of loyalty, failure to act in good
faith, engaging in intentional misconduct or knowingly violating a law, paying
a dividend or approving a stock repurchase which was deemed illegal or
obtaining an improper personal benefit. Our Certificate of Incorporation
contains comparable provisions.
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the company, and with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. Our Bylaws contain
comparable provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of English, McCaughan & O'Bryan, P.A. as to the legal of
securities being registered.
10.1 Safe Technologies International, Inc. - Year 2000 Stock Award
Plan.
23.1 Consent of Sewell & Company, PA
23.2 Consent of English, McCaughan & O'Bryan, P.A. (contained in
Exhibit 5.1).
<PAGE>
ITEM 9. UNDERTAKINGS.
A. We hereby undertake to:
(1) File, during any period in which we offers or sells
securities, a post-effective amendment to this Registration Statement to
include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the Shares remain unsold at the end of the offering.
B. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's Annual Report pursuant to
Section 13(a) or 15(d) of the Securities and 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 may be permitted to directors, officers and controlling persons
of Safe Tec pursuant to the foregoing provisions, or otherwise, we have 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, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Safe Tec
of expenses incurred or paid by a director, officer or controlling person of
Safe Tec in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, Safe Tec 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 Securities Act and will be
governed by final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended,
Safe Tec certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palm Beach, State of Florida, on
this 7th day of December, 1999.
SAFE TECHNOLOGIES INTERNATIONAL, INC.
By:/s/ Barbara L. Tolley
Barbara L. Tolley
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 as amended,
this Registration Statement on Form S-8 (the "Registration Statement") has
been signed by the following person in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Barbara L. Tolley Chief Executive Officer December 7, 1999
Barbara L. Tolley and Director
/s/ Michael A. Bhathena Vice President and December 7, 1999
Michael L. Bhathena Chief Information Officer
/s/ Bradford L. Tolley Treasurer and Secretary December 7, 1999
Bradford L. Tolley
/s/ Jack W. Tolley Director December 7, 1999
Jack W. Tolley
/s/ Charles N. Martin Director December 7, 1999
Charles N. Martin
/s/ Robert L. Alexander Director December 7, 1999
Robert L. Alexander
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
5.1 Opinion of English, McCaughan & O'Bryan, P.A.
10.1 Safe Technologies International, Inc. - Year 2000 Stock Award
Plan
23.1 Consent of Sewell and Company, PA
23.2 Consent of English, McCaughan & O'Bryan, P.A.
(contained in Exhibit 5.1)
</TABLE>
EXHIBIT 5.1
ENGLISH, McCAUGHAN & O'BRYAN LETTERHEAD
Gerald W. Gritter
December 7, 1999
Safe Technologies International, Inc.
249 Peruvian Avenue
Palm Beach, Florida 33480
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Safe Technologies International, Inc., a
Delaware corporation (the "Company") in connection with its Registration
Statement on Form S-8 (the "Registration Statement") filed under the
Securities Act of 1933, as amended (the "Act") relating to the offering of up
to 30,000,000 shares (the "Shares") of its common stock, $.0001 par value (the
"Shares") pursuant to the Company's Year 2000 Stock Award Plan ("Stock Award
Plan").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes
of this opinion, including the Company's Restated Certificate of
Incorporation, the By-Laws of the Company and the Stock Award Plan.
Based on the foregoing, we are of the opinion that, the Shares when
awarded in accordance with the terms of the Stock Award Plan will be legally
and validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in connection with the
Company's registration statement and the inclusion hereof as an exhibit
thereto. This opinion letter is rendered as of the date first written above
and we disclaim any obligation to advise you of facts, circumstances, events
or developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Stock Award Plan or the shares of common stock issuable under
such Stock Award Plan.
Very truly yours,
ENGLISH, MCCAUGHAN & O'BRYAN, P.A.
By /s/ Gerald Gritter
EXHIBIT 10.1
1. Purpose. This Year 2000 Stock Award Plan (the "Plan") of Safe
Technologies International, Inc. (the "Company") for selected employees,
officers, directors and key consultants to the Company and its subsidiaries,
is intended to advance the best interests of the Company by providing
personnel who have substantial responsibility for the management and growth of
the Company and its subsidiaries with additional incentive by increasing their
proprietary interest in the success of the Company, thereby encouraging them
to remain in the employ of the Company or any of its subsidiaries.
2. Administration. The Plan shall be administered by a committee
(the "Committee") consisting of not less than two members of the Board of
Directors of the Company (the "Board"). All of the members of the Committee
shall be "Non-Employee Directors" as defined in Rule 16b-3 of the Rules and
Regulations promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act") or any similar or successor rule. The Board shall have the
power to add or remove members of the Committee from time to time, and to fill
vacancies thereon arising by resignation, death, removal, or otherwise. The
Committee shall designate a chairman from among its members, who shall preside
at all of its meetings, and shall designate a secretary, without regard to
whether that person is a member of the Committee, who shall keep the minutes
of the proceedings and all records, documents, and data pertaining to its
administration of the Plan. Meetings shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of those members present at any meeting shall decide any
question brought before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote, taken without
a meeting, of a majority of its members. Any decision or determination
reduced to writing and signed by a majority of the members shall be as
effective as if it had been made by a majority vote at a meeting properly
called and held. All questions of interpretation and application of the Plan
shall be subject to the determination of the Committee. The actions of the
Committee in exercising all of the rights, powers and authorities set out in
this Plan, when performed in good faith and in its sole judgment, shall be
final, conclusive, and binding on the parties.
3. Shares Available Under the Plan. The total number of shares of
Common Stock available under the Plan to be granted as stock awards ("Stock
Awards") shall not exceed in the aggregate 30,000,000 shares, provided, that
the class and aggregate number of shares which may be subject to grant
hereunder shall be subject to adjustment in accordance with the provisions of
Paragraph 16 hereof. Such shares may be treasury shares or authorized but
unissued shares.
<PAGE>
4. Authority to Grant Stock Awards. The Committee in its discretion
and subject to the provisions of the Plan, may grant the following from time
to time to eligible individuals of the Company or any of its subsidiaries:
(a) Stock Award. The Committee may award and issue shares of
Common Stock under the Plan to an eligible individual ("Stock Award"). Stock
Awards may be made in lieu of cash compensation or as additional compensation.
Stock Awards may also be made pursuant to performance based goals established
by the Committee. Subject only to any applicable limitations set forth in the
Plan, the number of shares of Common Stock covered by any Stock Award, shall
be determined by the Committee.
5. Eligibility. The individuals who shall be eligible to participate
in the Plan shall be any officer, director, employee, consultant or other
person providing key services to the Company or any of its subsidiaries, and
any person to whom an offer of employment has been made by the Company or any
of its subsidiaries (hereinafter such persons may sometimes be referred to as
the "Eligible Individuals.").
6. Stock Awards.
(a) The Committee may grant Common Stock to an Eligible
Individual under the Plan, without any payment by the individual, in lieu of
certain cash compensation or as additional compensation. The Stock Award is
subject to appropriate tax withholding. After compliance with the tax
withholding requirements, a stock certificate shall be issued to the
individual recipient of the Stock Award. The certificate shall bear such
legend, if any, as the Committee determines is reasonably required by
applicable law. Prior to receipt of a Stock Award, the individual must comply
with appropriate requests of the Committee to assure compliance with all
relevant laws.
(b) The Committee may award shares of Common Stock, without any
payment for such shares, to designated individuals if specified performance
goals established by the Committee are satisfied. The terms and provisions
herein relating to performance based Stock Awards are intended to satisfy
Section 162(m) of the Code and regulations issued thereunder. The designation
of an employee eligible for a specific performance based Stock Award shall be
made by the Committee in writing prior to the beginning of the 12-month period
for which the performance is measured. The Committee shall establish the
number of shares to be issued to a designated employee if the performance goal
is met. The Committee must certify in writing that a performance goal has
been met prior to issuance of any certificate for a performance based Stock
Award to any employee. If the Committee certifies the entitlement of an
employee to the performance based Stock Award, the certificate shall be issued
to the employee as soon as administratively practicable, and subject to other
applicable provisions of the Plan, including but not limited to, all legal
requirements and tax withholding.
<PAGE>
Performance goals determined by the Committee may be based on specified
increases in net profits, stock price, Company or segment sales, market share,
earnings per share, and/or return on equity. The employees eligible for a
performance based Stock Award are the senior officers (i.e., President Vice
President, Secretary, Treasurer, and above) of the Company and its
subsidiaries.
7. Requirements of Law. The Company shall not be required to issue
any Stock Awards if the issuance of those shares would constitute a violation
by the recipient or the Company of any provisions of any law or regulation of
any governmental authority. Each Stock Award granted under the Plan shall be
subject to the requirements that, if at any time the Board or the Committee
shall determine that the listing, registration or qualification of the shares
subject thereto upon any securities exchange or under any state or federal law
of the United States or of any other country or governmental subdivision
thereof, or the consent or approval of any governmental regulatory body, or
investment or other representations, are necessary or desirable in connection
with the issue or purchase of shares subject thereto, no Stock Award issued,
unless the listing, registration, qualification, consent, approval or
representations shall have been effected or obtained free of any conditions
not acceptable to the Board. If required at any time by the Board or the
Committee, a Stock Award may not be issued until the recipient has delivered
an investment letter to the Company. In addition, specifically in connection
with the Securities Act of 1933 (as now in effect or hereafter amended) (the
"1933 Act"), upon entitlement to a Stock Award, the Company shall not be
required to issue the underlying shares unless the Committee has received
evidence satisfactory to it to the effect that the holder of the Stock Award
will not transfer the shares except pursuant to a registration statement in
effect under the 1933 Act or unless an opinion of counsel satisfactory to the
Committee has been received by the Company to the effect that registration is
not required. Any determination in this connection by the Committee shall be
final, binding and conclusive.
The Company may, but shall not be obligated to, register any securities
covered by a Stock Award pursuant to the 1933 Act (as now in effect or as
hereafter amended) and, in the event any shares are registered, the Company
may remove any legend on certificates representing these shares. The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of the Stock Award to comply with any law or regulation of any
governmental authority.
8. Employment Obligation. The granting of any Stock Award shall not
impose upon the Company any obligation to employ or continue to employ any
grantee; and the right of the Company to terminate the employment of any
officer or other employee shall not be diminished or affected by reason of the
fact that a Stock Award has been granted to him.
9. Changes in the Company's Capital Structure. The existence of
outstanding Stock Awards shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of
or affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
<PAGE>
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving consideration therefor in money, services, or property, or the
reclassification of its Common Stock, in whole or in part, into other equity
securities of the Company, then (a) the number, class and per share price of
shares of Common Stock subject to outstanding Stock Awards hereunder shall be
appropriately adjusted (or in the case of the issuance of other equity
securities as a dividend on, or in a reclassification of, the Common Stock,
the Stock Awards shall extend to such other securities) in a manner so as to
entitle a grantee to receive an award of pending performance based Stock
Awards, the same total number and class or classes of shares (or in the case
of a dividend of, or reclassification into, other equity securities, those
other securities) he would have held after adjustment if the Stock Award was
earned, immediately prior to the event requiring the adjustment, or, if
applicable, the record date for determining shareholders to be affected by the
adjustment; and (b) the number and class of shares then reserved for issuance
under the Plan (or in the case of a dividend of, or reclassification into,
other equity securities, those other securities) shall be adjusted by
substituting for the total number and class of shares of stock then reserved,
the number and class or classes of shares of stock (or in the case of a
dividend of, or reclassification into, other equity securities, those other
securities) that would have been received by the owner of an equal number of
outstanding shares of Common Stock as a result of the event requiring the
adjustment. Comparable rights shall accrue to each optionee or employee in
the event of successive subdivisions, consolidations, capital adjustments,
dividends or reclassifications of the character described above. Appropriate
adjustments shall also be made to shares of Restricted Stock and to pending
Stock Awards.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock
of any class, for cash or property, or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock then subject to outstanding Stock Awards.
10. Amendment or Termination of Plan. The Board may at any time
alter, suspend or terminate the Plan.
11. Forfeitures. Notwithstanding any other provisions of this Plan,
if the Committee finds by a majority vote after full consideration of the
facts that the employee, before or after termination of his employment with
the Company or its subsidiaries for any reason (a) committed or engaged in
fraud, embezzlement, theft, commission of a felony, or proven dishonesty in
the course of his employment by the Company or its subsidiaries, which conduct
damaged the Company or its subsidiaries, or disclosed trade secrets of the
Company or its subsidiaries, or (b) participated, engaged in or had a
financial or other interest, whether as an employee, officer, director,
consultant, contractor, shareholder, owner, or otherwise, in any commercial
endeavor in the United States which is competitive with the business of the
Company or its subsidiaries without the written consent of the Company or its
subsidiaries, the employee shall forfeit all outstanding Stock Awards which
are not fully vested, including all rights related to such matters, and
including any performance based Stock Awards to which he may be entitled, and
other elections pursuant to which the Company has not yet delivered a stock
certificate. Clause (b) shall not be deemed to have been violated solely by
reason of the employee's ownership of stock or securities of any publicly
owned corporation, if that ownership does not result in effective control of
the corporation.
<PAGE>
The decision of the Committee as to the cause of the employee's
discharge, the damage done to the Company or its subsidiaries, and the extent
of the employee's competitive activity shall be final. No decision of the
Committee, however, shall affect the finality of the discharge of the employee
by the Company or its subsidiaries in any manner. To provide the Company with
an opportunity to enforce this Section, no certificate for Stock may be issued
under this Plan without the certification by the Committee that no action
forbidden by this provision has been raised for their determination.
12. Tax Withholding. The Company or any of its subsidiaries shall be
entitled to deduct from other compensation payable to each employee any sums
required by federal, state, or local tax law to be withheld with respect to
the grant or vesting of a Stock Award. In the alternative, the Company may
require the employee (or other person receiving the Stock Award) to pay the
sum directly to the employer corporation. If the employee (or other person)
is required to pay the sum directly, payment in cash or by check of such sums
for taxes shall be delivered within five (5) days after the date of exercise.
The Company shall have no obligation to withold such amounts upon issuance of
a Stock Award until payment has been received, unless withholding (or offset
against a cash payment) as of or prior to the date of exercise is sufficient
to cover all sums due with respect to that exercise or vesting. The Company
shall not be obligated to advise an employee of the existence of the tax or
the amount which the employer corporation will be required to withhold.
13. Governing Law and Interpretation. This Plan shall be governed by
the laws of the state of Florida. Headings contained in this Plan are for
convenience only and shall in no manner be construed as part of this Plan. It
is the intent of the Company that the Plan comply in all respects with Rule
16b-3 promulgated under the Exchange Act, any ambiguities or inconsistencies
in construction of the Plan shall be interpreted to give effect to such
intention, and if any provision of the Plan is found not to be in compliance
with Rule 16b-3, such provision shall be deemed null and void to the extent
required to permit the Plan to comply with Rule 16b-3. The Board and the
Committee each may from time to time adopt rules and regulations under, and
amend, the Plan in furtherance of the intent of the foregoing.
14. Effective Date of Plan. The Plan shall become effective as of
December , 1999 (the "Effective Date") and shall terminate on the 10th
anniversary of the Effective Date. No Stock Award shall be granted pursuant
to the Plan after December 2, 2009.
EXHIBIT 23.1
EXHIBIT 23.1
CONSENT OF SEWELL AND COMPANY, PA
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of Safe Technologies
International, Inc. on Form S-8 relating to the Safe Technologies
International, Inc. Year 2000 Stock Award Plan, of our report dated March 9,
1998 appearing in and incorporated by reference in the Annual Report on Form
10-KSB of Safe Technologies International, Inc. for the year ended December
31, 1998 and to all references to our Firm included in this Registration
Statement.
SEWELL AND COMPANY, PA
/s/ Sewell and Company, PA
Pembroke Pines, Florida
December 7, 1999
