<PAGE> 1
As Filed with the Securities and Exchange Commission on May 3, 1995
File No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT*
UNDER THE
SECURITIES ACT OF 1933
-------------------
CROWN LABORATORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 75-2300951
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) ID No.)
</TABLE>
6780 Caballo Street
Las Vegas, Nevada 89119
(702) 696-9300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Principal Executive Offices)
CRAIG E. NASH, CHIEF EXECUTIVE OFFICER
CROWN LABORATORIES, INC.
6780 Caballo Street
Las Vegas, Nevada 89119
(702) 696-9300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies of Communications to:
RONALD P. GIVNER, ESQ.
JEFFER, MANGELS, BUTLER & MARMARO
2121 Avenue of the Stars, Tenth Floor
Los Angeles, California 90067
(310) 203-8080
Fax: (310) 203-0567
Approximate date of commencement of proposed sale to the public: As soon as
possible after the Registration Statement is declared effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Maxi- Proposed Maximum Amount of
Title of Securities Amount to be mum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 3,420,610 $2.5625 (1) $8,765,313 $3,022.52
Shs.
==========================================================================================================================
</TABLE>
<PAGE> 2
(1) Calculated pursuant to Rule 457(c).
-------------------
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.
===============================================================================
*Pursuant to Rule 429 the enclosed Prospectus constitutes a combined Prospectus
also relating to securities covered by Registration Statement No. 33-72912
(Common Stock) and constitutes a post-effective amendment to said Registration
Statement.
<PAGE> 3
P R O S P E C T U S ___________, 1995
CROWN LABORATORIES, INC.
COMMON STOCK
($0.001 PAR VALUE)
This Prospectus relates to 6,505,576 shares of the Common Stock of
CROWN LABORATORIES, INC. (the "Company"), which may be offered from time to
time by any or all of the Selling Stockholders named herein (the "Selling
Stockholders"), including shares to be received upon exercise of warrants. The
Company will not receive any proceeds from the sale of the shares offered
hereby but will receive certain proceeds upon exercise of the warrants, which
proceeds will be used for working capital. The Company estimates that the
expenses of this offering will be approximately $17,000, all of which will be
paid by the Company.
The Company has been advised by the Selling Stockholders that they or
their successors may sell all or a portion of the shares offered hereby from
time to time on the American Stock Exchange Emerging Company Marketplace (the
"Amex-ECM") in privately negotiated transactions, or otherwise, including sales
through or directly to a broker or brokers. Sales will be at prices and terms
then prevailing or at prices related to the then current market prices or at
negotiated prices. In connection with any sales, any broker or dealer
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act of 1933. See "Plan of Distribution."
The Common Stock of Crown Laboratories, Inc. is traded on the
AMEX-ECM (AMEX-ECM symbol: CLL.ec). On April 28, 1995, the last sale price of
the Company's Common Stock, as reported by the AMEX-ECM, was $2 9/16.
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
________________________________
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS."
-1-
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference: the Company's Annual Report on Form 10-KSB and Form 10-KSB/A-1
for the fiscal year ended December 31, 1994 and the Company's Registration
Statement on Form 8-A.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities under
this Prospectus shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents, except as to any
portion of any future Annual or Quarterly Report to Stockholders which is not
deemed to be filed under said provisions or any portion of a Proxy Statement
not deemed incorporated herein by reference. Any statement made in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that such statement is replaced
or modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Prospectus. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents. Written or oral requests for such copies should be directed to
Larry Rosenthal, Public Relations (1-800-CROWN-15) or Brent Coeur-Barron,
Administrative Officer, 6780 Caballo Street, Las Vegas, Nevada 89119
(Telephone: (702) 696- 9300).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. These reports, proxy statements and
other information can be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: The Chicago Regional Office, Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago Illinois 60661-2511 and the New York
Regional Office, 7 World Trade Center, 12th Floor, New York, New York 10048.
Such reports, proxy statements and other information filed by the Company can
also be inspected at the offices of the American Stock Exchange, Inc., 86
Trinity Place, New York, New York 10006. Copies of such materials can also be
obtained by mail at prescribed rates upon written request addressed to the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, with respect to the Common Stock offered hereby (the "Registration
Statement"). This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement, including the exhibits and financial statements and
schedules, if any, filed therewith or incorporated therein by reference.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement or incorporated herein by reference, each statement
being qualified in its entirety by such reference. The Registration Statement,
including the exhibits thereto, may be inspected without charge at the
Commission's principal office in Washington, D.C., and copies of any and all
parts thereof may be obtained from such office after payment of the fees
prescribed by the Commission.
-2-
<PAGE> 5
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and financial statements (including notes thereto)
appearing elsewhere in or incorporated by reference into this Prospectus.
THE COMPANY
Crown Laboratories, Inc. (the "Company") is engaged in the
development of, and intends to manufacture and market, a proprietary line of
pharmaceutically-balanced nutritional products designed for the special needs
of residents in nursing homes and patients in hospitals. Generally, these
individuals are over age 70, and prefer foods that are easy to ingest, or are
flavorful, or easily digestible, and nutritionally complete. The Company's
products will be provided in aseptically sealed, flexible packages.
Formulations are designed to provide a maximum of nutrient and caloric support
in easily consumable forms. The Company currently intends to offer four liquid
products and 26 dry-mixed products for use by individuals with dietary
restrictions including low sodium diets and diabetic diets. Additionally,
caloric enhancement and nutritional supplement products will be available.
The Company's product lines will consist of standard products for
nursing homes and specialized products such as those for kidney dysfunction and
tube feeding. Currently the Company is in the final stages of completing a
manufacturing plant in which it will produce its products for sale. The
Company will not have any sales until such facility is complete and
operational.
The Company anticipates it will begin manufacturing its line of dry
mix adult nutritional and specialty dietary products during the second quarter
of 1995. The major pieces of equipment necessary to manufacture the Company's
proprietary line of aseptic liquid products have been received, and
manufacturing will begin upon completion of the commissioning of the equipment.
The commissioning process is also expected to begin during the second quarter
of 1995. The commissioning process could take approximately two months. The
purchased equipment has been manufactured to the United States Food and Drug
Administration ("F.D.A.") regulatory specifications for aseptic packaging and
processing equipment. Commissioning of the equipment is required by the F.D.A.
The Company was incorporated in Delaware on February 23, 1989. The
Company's address and telephone number are 6780 Caballo Street, Las Vegas,
Nevada 89119; (702) 696-9300.
THE OFFERING
<TABLE>
<S> <C>
Securities Offered(1) . . . . . . . . . . . . . . . . . . This Prospectus covers the sale of
6,505,576 shares of Common Stock to be sold
by certain Selling Stockholders, including
1,146,775 shares of Common Stock which may
be sold after the exercise of warrants.
Number of Shares of Common Stock
Outstanding on April 25, 1995(1) . . . . . . . . . . . . 12,529,691 shares.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . An investment in the Common Stock involves
a high degree of risk. Prospective
investors should review carefully and
consider the factors described in "Risk
Factors."
</TABLE>
________________________
(1) Unless otherwise indicated, all references in the Prospectus to per
share data and number of shares exclude 4,684,566 shares of Common
Stock issuable upon exercise of outstanding warrants and options,
including options which have been granted under the 1992 Stock Option
Plan. However, 1,146,775 shares underlying 1,146,775 warrants are
included in the shares offered by the Selling Shareholders, but are
not included in outstanding shares.
-3-
<PAGE> 6
SUMMARY FINANCIAL INFORMATION
The following tables set forth for the periods indicated selected
financial information for Crown Laboratories, Inc.
STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1994 December 31, 1993
------------------------------ -----------------------------
<S> <C> <C>
Sales(1) . . . . . . . . . . $ -0- $ -0-
Net loss . . . . . . . . . . (1,569,979) (660,964)
Net loss per share . . . . . (.15) (.09)
BALANCE SHEET DATA:
December 31, 1994 December 31, 1993
------------------------------ -----------------------------
Working capital . . . . . . . $ 1,354,684 $ 2,549,532
Total assets . . . . . . . . 6,065,044 3,879,667
Total liabilities . . . . . . 1,355,581 317,477
Stockholders' equity . . . . 4,709,463 3,562,190
</TABLE>
_________________
(1) Sales will not recommence until the Company completes its
manufacturing facility in Las Vegas, Nevada. See "Recent Significant
Developments -- Proposed Plant."
-4-
<PAGE> 7
RECENT SIGNIFICANT DEVELOPMENTS
PROPOSED PLANT
In September 1994, the Company entered into a five-year lease of a
62,000 square foot facility in Las Vegas, Nevada. The Company is currently
completing tenant improvements so that the plant can be commissioned by the
United States Department of Agriculture (U.S.D.A.) and the F.D.A. The facility
includes approximately 5,000 square feet of office facilities. The lease
provides for monthly payments of $25,080 for the first year, followed by
scheduled increases based upon a cost of living and a property tax increase
adjustment.
The Company has received its major manufacturing equipment and has
spent $5.2 million on equipment acquisition, of which $3.5 million is in
deposits and cash outlay. It has also spent $1,281,000 on leasehold
improvements for offices and upgrading the production area to meet minimum
standards required for manufacturing. The Company has received lease financing
from G.E. Capital for its processor in the amount of $514,000 to be repaid over
five years. Standard Chartered Bank has agreed to finance $1,000,000 of the
cost of the Company's aseptic filling and packaging equipment, and repayment
will be over an 18-month period. The monthly loan payments for the filler will
begin sixty days after the Company receives approval from the F.D.A. on the
filler. The telephone equipment, computer equipment and manufacturing software
have been financed by the respective suppliers on a 36-month basis. The
Company has received financing from First Security Bank and the Small Business
Administration in the amount of $1,250,000 which has been used for equipment
acquisition. No assurances can be given as to whether or not the Company will
be able to continue to obtain lease or equipment financing on a basis favorable
to the Company.
While no assurances can be given, the Company anticipates that it
will begin manufacturing its line of dry mix adult nutritional dietary products
during the second quarter of 1995. The major pieces of equipment necessary to
manufacture the Company's proprietary line of aseptic liquid products have been
received, and manufacturing will begin upon completion of the commissioning of
the equipment. The commissioning process is also expected to begin during the
second quarter of 1995. Prior estimates of December 1994 were rescheduled
since the manufacturer was behind in its delivery of the aseptic filling and
packaging machine. The commissioning process could take approximately two
months. The purchased equipment has been manufactured to the F.D.A. regulatory
specifications for aseptic packaging and processing equipment. Commissioning
of the equipment is required by the F.D.A.
PROPOSED FINANCING
The Company is currently seeking to raise up to $2.2 million (44
units) in equity financing through a private placement, each unit consisting of
25,000 shares of Common Stock and 12,500 warrants for 12,500 shares of Common
Stock exercisable at $3.00 per share, at $50,000 per unit. The Company may
seek to raise more than $2.2 million. Subsequent to December 31, 1994,
$1,377,500 has been raised from such private placement. There can be no
assurances that the Company will be able to successfully complete the private
placement or, if completed, that the Company would not require additional funds
at a later date, which might involve substantial dilution to the Company's
existing stockholders. In the private placement, the securities will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from such
registration.
RISK FACTORS
INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES CERTAIN
SUBSTANTIAL RISKS AND PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS:
LIMITED OPERATING HISTORY; OPERATING LOSS
Since inception, the Company principally has been engaged in research
and development of its products. The Company did not have any sales for the
years ended December 31, 1993 and 1994. The Company, together
-5-
<PAGE> 8
with its predecessors, Nash Nutritional Products, Inc. and Roe Pharmaceutical
Co., formerly a majority owned subsidiary, incurred consolidated losses for the
period from March 3, 1980 (inception) to December 31, 1994. At December 31,
1994, the Company's accumulated consolidated deficit was $3,955,878, while
consolidated Stockholders Equity was $4,709,463. Lack of a liquid products
manufacturing facility has restricted the Company's marketing and sales
efforts. The Company and its operations are subject to the various risks
inherent in the start-up and development of a new business enterprise. Since
the operating history of the Company is limited, there can be no assurance that
the Company will operate profitably.
NEED FOR MANUFACTURING FACILITY
The Company had previously produced its dry-mix and liquid dietary
products through contract manufacturers. However, prior arrangements had been
unsatisfactory in respect of timely manufacture and delivery and impact on
costs, particularly for liquid products. In order to assure a supply of its
liquid and dry-mix products at a competitive price, management has determined
that the Company must operate its own manufacturing facility. The Company is
currently leasing a building in Las Vegas, Nevada, in which it is constructing
a manufacturing facility.
POSSIBLE NEED FOR ADDITIONAL FINANCING
The Company has spent, and will continue to spend, substantial
amounts of money to develop its products and construct a manufacturing
facility. The Company believes that the net proceeds from the proposed private
placement discussed under "Recent Significant Developments -- Proposed
Financing," existing funds, and future revenues from sales of products, if any,
will satisfy the Company's cash requirements for at least twelve months after
the date hereof. The Company may seek to raise additional funds. However, no
assurance can be given as to the amount of future sales, if any, or when
additional working capital may be required. There can be no assurance that any
financing will be available or available on attractive terms, or that such
financing would not result in a substantial dilution to the existing
stockholders.
RISK INHERENT IN OPERATIONS
The Company is subject to all the risks inherent in a small company
seeking to develop, market and distribute new products. The likelihood of the
Company's success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection
with development, introduction, marketing and distribution of new products in a
competitive environment.
COMPETITION
The Company's competitors possess substantially greater financial,
personnel, technological and marketing resources. The Company is not
presently, and may not be in the near or foreseeable future, a significant
factor in its markets. Many competitors have succeeded in establishing a
market share for their products. The Company can only expect to achieve
significant market share through service and product differentiation,
principally the plan to sell four ounce servings instead of the competition's
generally standard eight ounce packaging. While the Company believes it can
compete favorably in the market, there can be no assurance to that effect.
REGULATORY COMPLIANCE REQUIRED FOR OPERATIONS
The Company's operations are regulated principally by the U.S.D.A.
and the F.D.A., although state and local regulations also apply. Failure to
comply with regulatory requirements could result in fines and other penalties,
including cessation of production. Additionally, there can be no assurance
regulatory requirements will not change or the Company will be able to
economically comply with changes if they occur.
Regulatory approval by the F.D.A. is required for the manufacturing
process, which principally entails certification of the processor, and the
aseptic filling and packaging machine. The manufacturers have assured the
Company that their equipment will meet applicable F.D.A. regulations. The
manufacturer of the processor has numerous processors approved in the United
States. The filler manufacturer has never received approval in the
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<PAGE> 9
United States because this type of filler is the first made by them for a
United States manufacturer. There can be no assurance that these two pieces of
equipment will be approved by the F.D.A. Failure to meet regulatory approval
will result in the Company's inability to manufacture and ship its products.
PRODUCT LIABILITY
Although formulation, manufacturing quality control and packaging are
regulated and subject to government inspection and to date there have been no
claims against the Company, there can be no assurance that the manufacturing
process will not result in a defect or taint that could result in harm to a
user. Although the Company carries product liability insurance of $5,000,000
per occurrence, there can be no assurance that any such harm will be an insured
event, or, if it is an insured event, that coverage will be sufficient. A
claim which is not insured or for which coverage is not sufficient could have a
material adverse impact on the Company's business and prospects.
LACK OF PRODUCT PROTECTION
The Company regards the formulations of its products to be
proprietary, but presently it has no patent or other protective rights. The
Company is studying and evaluating the need and costs associated with patents
and other protective rights. Currently, the Company exerts substantial efforts
to protect trade secrets and to keep formulas and related process know-how
confidential. However, there can be no assurance that it will be successful in
these efforts. The Company has filed to register its trademark.
RELIANCE UPON KEY PERSONNEL
The Company is largely dependent upon the personal efforts and
abilities of Craig E. Nash, Chairman of the Board of Directors and Chief
Executive Officer, as well as those of Scott O. Nash, Vice-Chairman of the
Board of Directors and President. Craig E. Nash and Scott O. Nash, who are
twin brothers, devote all of their time to the affairs of the Company. The
loss or unavailability of the services of any one of them may have a materially
adverse effect upon the Company. Presently, the Company has accident insurance
in the amount of $1,000,000 for Craig E. Nash and Scott O. Nash, respectively.
The Company does not have insurance for any non-accidental loss.
CONTROL BY EXISTING MANAGEMENT
Officers and directors as a group own 6,560,022 shares of Common
Stock out of 17,214,257 shares or 38.12%, including 5,291,290 shares or 30.74%
owned by Craig E. Nash and Scott O. Nash. Thus the management of the Company,
principally Craig E. Nash and Scott O. Nash, are able to continue to control
the policies and affairs of the Company.
RISKS OF THE OPTIONS AND WARRANTS
Currently, the Company has outstanding options to purchase 3,231,503
shares of common stock, and warrants to purchase 1,453,063 shares of common
stock. The existence of all of these options and warrants may have an adverse
effect on the terms upon which the Company would be able to obtain additional
capital. Furthermore, it might be expected that the holders of all of such
options and warrants would exercise their options at a time when the Company
could obtain equity capital on terms more favorable than those provided for by
the options and warrants. The shares underlying the warrants are covered for
resale by the Selling Stockholders by this Prospectus.
LIMITED MARKET FOR COMMON STOCK
The Common Stock is quoted and traded on the American Stock Exchange
Emerging Company Marketplace. The market for the Common Stock must be
considered limited and there can be no assurance that a meaningful trading
market will develop. Furthermore, prices quoted may not represent the true
value of the Common Stock.
-7-
<PAGE> 10
NO DIVIDENDS LIKELY
Since its inception, the Company has had no earnings and has not paid
any dividends on its Common Stock. Payment of future dividends, if any, will
be determined by the Company's Board of Directors. In the foreseeable future,
the Company intends to retain all of its earnings to finance the development
and expansion of its business.
POTENTIAL ANTI-TAKEOVER EFFECT OF AUTHORIZED PREFERRED STOCK AND CERTIFICATE OF
INCORPORATION
The Company is authorized to issue 5,000,000 shares of $0.001 par
value Preferred Stock with the rights, preferences, privileges and restrictions
thereof to be determined by the Board of Directors of the Company. Preferred
Stock can thus be issued without the vote of the holders of Common Stock.
Rights could be granted to the holders of Preferred Stock which could reduce
the attractiveness of the Company as a potential takeover target, make the
removal of management more difficult, or adversely impact the rights of holders
of Common Stock. No Preferred Stock is currently outstanding, and the Company
has no present plans for the issuance of any additional shares of Preferred
Stock.
The Company's Certificate of Incorporation contains certain
provisions designed to require a beneficial owner of over 25% of the Common
Stock to comply with certain provisions (regarding transactions with the
Company and membership on the Board of Directors) or pay certain prices
(usually the highest price paid) for the Common Stock in certain business
combinations involving the beneficial owner. These provisions are in addition
to those provided by Delaware law.
SELLING STOCKHOLDERS
The following table shows for each of the Selling Stockholders (i) the
number and percentage of Common Stock of the Company beneficially owned by each
of them as of May 1, 1995, (ii) the number of shares covered by this
Prospectus, and (iii) the percentage of ownership if all shares of Common Stock
were sold.
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Abbe, Harry 5,000 5,000 0
Ades, Alan 18,750 18,750 0
Ades, Louis 37,500 37,500 0
Altman, Andrea 7,410 7,410 0
Altman, Herbert G. 32,411 32,411 0
Altman, Judith 7,410 7,410 0
Altman, Laurence 7,411 7,411 0
Alvarez Family L.C. 18,750 18,750 0
Aymerich, Daniel S. 7,500 7,500 0
Barone, Ronda 18,750 18,750 0
Berkowitz, Arthur M.(3) 88,961 32,201 56,760
</TABLE>
-8-
<PAGE> 11
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ ------------ -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Berkowitz, Arthur M. 11,968 11,968 0
Defined Contribution Plan(3)
Berkowitz, Arthur M. 54,200 20,000 34,200
Profit Sharing Plan(3)
Berkowitz, Arthur M.(3) and 4,000 4,000 0
Marlene, U/I/T
Betor, Kristen 202 202 0
Betor, Michael and Delores 6,308 6,308 0
Blanchard, Lucius 37,500 37,500 0
Borja, Francisco J. & Candace L. 9,375 9,375 0
Bothwell, Roger and Debbie 1,280 1,280 0
Breakstone Associates, Inc. 37,500 37,500 0
Brown, Kay L. 9,375 9,375 0
Campton Profit Sharing Plan 37,500 37,500 0
and Trust
Canali, Amelia 18,750 18,750 0
Cane, Myles(3) 60,000 10,000 50,000
Carrick, Linda A.(3) 79,000 29,000 50,000
Casella, Vince 213,184 16,000 197,184 1.6%
Casella, Vince and Thresa 8,000 8,000 0
Charles Slaughter 35,417 35,417 0
Foundation, The
Chastain, Steven G. 7,500 7,500 0
Chirinlan, Johny and Cosetti 375,000 375,000 0
Cielsour, Inc. 50,000 50,000 0
Coeur-Barron Family 1993 18,750 18,750 0
Trust, The(5)
Cohen, Dan and Nancy 37,500 37,500 0
Cohen, Lawrence 37,500 37,500 0
Cohn, David M. 37,500 37,500 0
Cohn, David M. and Jacobs, 18,750 18,750 0
Richard F. P.A. Age Based PSP
DTD 10-1-77
</TABLE>
-9-
<PAGE> 12
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Connors, Denis 16,667 16,667 0
Cranley, Robert and Shelly 37,500 37,500 0
Cranley, Robert, IRA Rollover 37,500 37,500 0
Cranley, Robert E. and Shelly 0
Trust
Damerin Trust DTD 12-20-88 18,750 18,750 0
Daniels, Derick, J. 112,500 112,500 0
Delaware Charter Guarantee & 18,750 18,750 0
Trust Co., John P. Kurlinski
IRA
Demetree, Alexandria 10,000 10,000 0
Demetree, Christopher C.(4) 635,691 78,243 547,448 4.4%
Demetree, Christopher(4) and 8,384 8,384 0
Shelly
Demetree-Doherty, Leslie A. 67,941 67,941 0
Demetree, Elisa A. 67,941 67,941 0
Demetree, Jack C., Sr. 37,500 37,500 0
Demetree, Jack C., Jr. 45,197 45,197 0
Demetree, Jack C., III 10,000 10,000 0
Demetree, Mark C. 95,197 95,197 0
Demetree, Mary A. 11,250 11,250 0
Demetree, Neil W. Irrevocable 11,250 11,250 0
Trust
Demetree, Nicholes 10,000 10,000 0
Demetree, Shelly 20,000 20,000 0
Demetree, Tammy 5,499 5,499 0
Demetree, William C., Jr. 11,250 11,250 0
Demetree, William C., Sr. 11,250 11,250 0
Dickinson, Phillip W. 37,500 37,500 0
Diskin, Arthur L. 37,500 37,500 0
Dorweiler Family Trust DTD 11- 18,750 18,750 0
16-93
Donner, Henry J. 3,333 3,333 0
</TABLE>
-10-
<PAGE> 13
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ ---------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Donner, Katherine W. cust for 3,334 3,334 0
Melissa F. Donner
Duchowny, Michael 18,750 18,750 0
Eagle Partners 56,250 56,250 0
Eiemont, Frank J. and Emily 37,500 37,500 0
Eismont, Jacqueline, IRA 18,750 18,750 0
Account
Herman and Amelia Erhmann 33,333 33,333 0
Foundation
Ferber, Melanie IRA Account 37,500 37,500 0
Ferber, Nicholas 18,750 18,750 0
Fieldstone, Ron & Linda 37,500 37,500 0
Financial Strategic Portfolio 826,658 826,658 0
Inc. Health Sciences
Fletcher, James 4,000 4,000 0
FM Partners 46,250 46,250 0
Furst Associates 150,000 150,000 0
Furst, Joseph K. and Constance 37,500 37,500 0
Galofalo, E. & D. 8,000 8,000 0
Galofalo, S. & A. 8,000 8,000 0
Gamez, Jose Edgaurdo IRA 9,375 9,375 0
Account
Gaviria, Jose M. and Elsie R. 37,500 37,500 0
Getz, Robert 4,667 4,667 0
Global Health Science Fund 799,992 799,992 0
Godfrey, William R. 37,500 37,500 0
Goodell, Keith 1,260 1,260 0
Goldblum, Hillel Trust 3,333 3,333 0
Goldblum, Nathaniel Trust 3,333 3,333 0
Goldblum, Rishona Trust 3,333 3,333 0
Hantges, Jamie 37,500 37,500 0
</TABLE>
-11-
<PAGE> 14
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ -------------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Haramboure, Alfredo P. and 5,167 5,167 0
Diana M.
Harroz, Edward and Susan 2,267 2,267 0
Hefner, Family Trust 37,500 37,500 0
Helinger, Ron 37,500 37,500 72,728
Hooker, Lee Allen(3) 91,478 18,750 0
Hyatt, Blair F. and Pamela 3,750 3,750 0
Ibarra, Miguel A. and 7,500 7,500 0
Isabel M.
Jablonski, James 13,333 13,333 0
Katz, Sara M. 18,750 18,750 0
Kay, Cynthia for Jana Kay 2,200 2,200 0
Kay, David 2,200 2,200 0
Kay, Harold and Cynthia 26,050 26,050 0
Kay, Harold Profit Plan 9,900 9,900 0
Kouri, Paul 142,494 37,208 105,286
Kouri, Robert 8,472 7,000 1,472
Kurlinski, J. Parker and 18,750 18,750 0
Claire
Lifescience Technology 375,000 375,000 0
Partners
Lincoln Trust Company, 37,500 37,500 0
Custodian FBO Paul Gilbert
Lipsey, Simon and Carol 18,750 18,750 0
Loman, Lawrence(5) and 245,879 44,799 201,080 1.6%
Margaret
Lupo, John A. 37,500 37,500 0
Madriz, Alberto 18,750 18,750 0
Mahon, William P. S. and 37,500 37,500 0
Kathleen M. Family Trust DTD
12-16-92
Mathews, Calvin T.(6) 76,434 66,434 10,000
Matin, Ahmad 12,605 6,671 5,934
Matin, George 26,405 450 25,955
</TABLE>
-12-
<PAGE> 15
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ -------------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
McClenahan, Bruce 37,500 37,500 0
Merhi, Mandouh and Ivy Lui 10,082 10,082 0
Milgram, Marc 37,500 37,500 0
MLPF&S cust. Stanley Weithorn 33,333 33,333 0
Moster, Mark 11,428 11,428 0
Nachman, Seth 18,750 18,750 0
Nelson, Erven J. and Frankie 37,500 37,500 0
J. Trust
NFSC/FMIC IRA FBO Melanie 37,500 37,500 0
Ferber
NFSC/FMTC Rollover IRA FBO 37,500 37,500 0
Jose Garcia
Pasek, Jeffrey Ivan 3,333 3,333 0
Pharmaceutical Medical 75,000 75,000 0
Technology Fund, L.P.
Philbrick, Jack and Ann 8,945 8,945 0
Razook, G.A. 1,000 1,000 0
Relichi, Izuka Profit Sharing 37,500 37,500 0
Plan
Reilly Capital Management 37,500 37,500 0
Group Ltd.
Resnick, Hyman and Marock, 18,750 18,750 0
Elfreda
Resnick, Trevor and Jennifer 37,500 37,500 0
Roeder, Robert P. 75,000 75,000 0
Ross, Jessica 400 400 0
Russell, John and Pandora 1,260 1,260 0
Schbacker, James 3,781 3,781 0
Schaff, Willber A. and Judy 37,500 37,500 0
Fredrick and Amelia Schimper 35,417 35,417 0
Foundation, The
Schlager, Ron 6,124 1,124 5,000
Schlau, Marc 29,333 29,333 0
</TABLE>
-13-
<PAGE> 16
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ -------------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Scott, Donald P. and 75,000 75,000 0
Mildred H.
Scuderi, Gaetano J. 9,375 9,375 0
Shadid, Ned 1,000 1,000 0
Simon, Ralph and Carletta 5,545 5,545 0
Simon, Ralph, Jr. 1,500 1,500 0
Simon, Sydney 280 280 0
Smith, Newton and Mary Ellen 480 480 0
Stanley, Ronald 37,500 37,500 0
Steiner, Anita Trust 3,334 3,334 0
Strochak, Debra G. 18,750 18,750 0
Swartz, Harold F. 18,750 18,750 0
Swavely, Robert and Ann 10,452 10,452 0
Swimmer, Leonard and Bobbi 37,500 37,500 0
Tapia, Eduardo J. and Zenia C. 15,000 15,000 0
Temple, Donald 9,375 9,375 0
Thomas, Lillie C.(5) 231,033 33,114 197,919 1.6%
Tolkin, Bradley J. 37,500 37,500 0
Tom, Michael(7) and Marte 240,500 15,467 225,033 1.8%
Tuchman, Roberto 18,750 18,750 0
Tuffanelli, Shirley Jean Trust 37,500 37,500 0
Tuffanelli Family Trust 37,500 37,500 0
Turken, Jack 18,750 18,750 0
Tyndall, Robert A. and 37,500 37,500 0
Sydney N. Family Trust
Uribe, John W. 37,500 37,500 0
Vendette, Vince 114,063 80,000 34,063
Vendette, Vince and D. 8,000 8,000 0
Wagman, Jack M. and Normae S. 18,750 18,750 0
Family Trust
Wallace, John 16,000 16,000 0
</TABLE>
-14-
<PAGE> 17
<TABLE>
<CAPTION>
Number of Number of
Number of Shares Shares
Shares Covered Owned
Beneficially Percent of by this After Percent of
Selling Stockholder(1) Owned(1) Class* Prospectus(2) Offering(1) Class*
------------------------------- ------------ -------------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Welner, Mathew 3,334 3,334 0
Welner, Richard 6,667 6,667 0
Wetterling, James E. Jr. and 37,500 37,500 0
Dawn
Zahn, Spencer 18,750 18,750 0
Zuardo, Russell and Betty 37,500 37,500 0
Zych, Gregory A. and 18,750 18,750 0
Jacqueline L.
- ----------------------------
</TABLE>
* If over one percent
(1) Includes shares underlying warrants and options currently exercisable and
exercisable within sixty days of May 1, 1995.
(2) Includes shares underlying warrants whether or not currently exercisable.
(3) Director of the Company.
(4) Director and National Account Executive of the Company.
(5) Employee of the Company.
(6) Former Director and former President of the Company.
(7) Chief Financial Officer of the Company.
PLAN OF DISTRIBUTION
The shares may be sold by the Selling Stockholders (including shares
received upon exercise of warrants), or by pledgees, donees, transferees or
other successors-in-interest. Such sales may be made on the AMEX-ECM, in
privately negotiated transactions, or otherwise, at market prices or at
negotiated prices. The shares may be sold by one or more of the following
methods: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal in order to consummate the transaction; (b) purchase by
a broker or dealer as principal, and the resale by such broker or dealer for
its account pursuant to this Prospectus, including resale to another broker or
dealer; or (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate. Any such brokers or dealers may 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 of 1933, as amended. Any gain realized by such a broker or dealer on the
sale of shares which it purchases as a principal may be deemed to be
compensation to the broker or dealer in addition to any commissions paid to the
broker by the Selling Stockholders.
-15-
<PAGE> 18
The shares covered by this Prospectus may be sold under Rule 144
rather than this Prospectus if they qualify for sale under Rule 144. Certain
of such shares may currently qualify for sale under Rule 144. The Company will
not receive any portion of the proceeds of the shares sold by the Selling
Stockholders, but will receive funds upon the exercise of warrants, which
funds, if any, will be used for working capital. There is no assurance that
any of the Selling Stockholders will sell any or all of the shares of Common
Stock offered by them.
The Selling Stockholders have advised the Company that during the
time they are engaged in distribution of Common Stock covered by this
Prospectus, they will comply with Rules 10b-5 and 10b-6 under the Exchange Act,
and pursuant thereto: (i) will not engage in any stabilization activity in
connection with the Company's securities; (ii) will furnish each broker through
which Common Stock covered by this Prospectus may be offered the number of
copies of this Prospectus which are required by each broker; and (iii) will not
bid for or purchase any securities of the Company or attempt to induce any
person to purchase any of the Company's securities other than as permitted
under the Exchange Act. Selling Stockholders who may be an "affiliated
purchaser" of the Company as defined in Rule 10b-6 have been further advised
that pursuant to Exchange Act Release 34-23611 (September 11, 1986), they must
coordinate their sales under this Prospectus with each other and the Company
for purposes of Rule 10b-6.
LEGAL OPINION
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Jeffer, Mangels, Butler &
Marmaro.
EXPERTS
The consolidated financial statements as of and for the years ended
December 31, 1994 and 1993 incorporated by reference in this Prospectus and
elsewhere in the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said report.
In June, 1993, Michael Tom, certified public accountant, became
Controller of the Company and on October 1, 1993, the Company retained Arthur
Andersen LLP as its independent public accountants. Mr. Tom is currently Chief
Financial Officer of the Company. The change in independent public accountants
was approved by the Board of Directors. For the Company's fiscal years ended
December 31, 1992 and 1991, the financial statements did not contain an adverse
opinion or a disclaimer of opinion nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles by Michael Tom, C.P.A.,
except for an explanatory paragraph as to the Company's ability to continue as
a going concern. During the two fiscal years ended December 31, 1992 and 1991,
and through the date of his resignation, there were not any disagreements with
Michael Tom, C.P.A. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Michael Tom, C.P.A.,
would have caused him to make a reference to the subject matter of the
disagreements in connection with his report, nor were there any "reportable
events" as defined by the Securities and Exchange Commission. During the two
fiscal years ended December 31, 1992 and 1991, and until the date of their
retention, the Company had not consulted with Arthur Andersen LLP, on the
application of accounting principles to a specified transaction, or the type of
audit opinion that might be rendered on the Company's financial statements or
any disagreements or reportable events.
-16-
<PAGE> 19
=======================================================
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER MADE HEREBY, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY STATE OR OTHER JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
_______________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . 2
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . 2
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . 3
RECENT SIGNIFICANT DEVELOPMENTS . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . 5
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . 15
LEGAL OPINION . . . . . . . . . . . . . . . . . . . 16
EXPERTS . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>
=======================================================
=======================================================
CROWN
LABORATORIES, INC.
COMMON STOCK
_______________________
PROSPECTUS
_______________________
_____________ __, 1995
=======================================================
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection
with the offering described in this Registration Statement. None of such
expenses will be paid by the Selling Stockholders.
<TABLE>
<CAPTION>
Total
-----
<S> <C>
Registration Fee Under Securities Act of 1933 . . . . . . . . $ 3,023
Photocopying . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . 5,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . 5,000
Blue Sky Fees and Expenses (including related legal fees) . . 2,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 495
-------
Total . . . . . . . . . . . . . . . . . . . . . . . $17,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Delaware General Corporation Law Section 145 provides that the
Registrant may indemnify any officer or director who was made a party to a suit
because of his position, including derivative suits, if he was acting in good
faith and in a manner he reasonably believed was in the best interest of the
Registrant, except, in certain circumstances, for negligence or misconduct in
the performance of his duty to the Registrant. If the director or officer is
successful in his suit, he is entitled to indemnification for expenses,
including attorney's fees. The Company's Certificate of Incorporation
eliminates director liability to stockholders or the Company for monetary
damages arising out of certain breaches by the directors of their fiduciary
duty of care. The duty of care refers to the fiduciary duty of directors to be
sufficiently diligent and careful in considering a transaction or taking or
refusing to take some corporate action. Finally, Registrant's By-Laws provide
for indemnification of Registrant's officers and directors, except in case of
gross negligence or willful misconduct, if they are a party to an action
because they were an officer or director.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS
<S> <C>
3(c) Certificate of Incorporation, as amended(1)
3(b) By-Laws, as amended(2)
4(f) See Exhibit 3(a) and (b)
5(a) Opinion of Jeffer, Mangels, Butler & Marmaro(3)
24(a) Consent of Jeffer, Mangels, Butler & Marmaro (contained in Exhibit 5(a))
24(b) Consent of Arthur Andersen LLP (included as page II-6)(3)
</TABLE>
_________________
(1) Previously filed as exhibits to a Form 10-KSB/A-1 of Registrant for
the December 31, 1994 fiscal year.
(2) Previously filed as exhibits to a Form 8-K of Registrant for September
24, 1991.
(3) Filed herewith.
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 a Prospectus required by Section
10(a)(3) of the Securities Act of 1933.
S-1
<PAGE> 21
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) 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 provisions in Item 15 hereof, 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 asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless, in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of 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.
S-2
<PAGE> 22
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Las Vegas, Nevada on the 27th day of April, 1995.
CROWN LABORATORIES, INC.
By: s/CRAIG E. NASH
---------------------------------------------
CRAIG E. NASH, Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes
and appoints Craig E. Nash and Scott O. Nash as his true and lawful
attorney(s)-in-fact, each with full power of substitution to execute in the
name and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------------------------------- ------------------------------------------------ ---------------------
<S> <C> <C>
s/CRAIG E. NASH Chief Executive Officer and Chairman of the April 27, 1995
---------------------------------
CRAIG E. NASH Board of Directors
s/SCOTT O. NASH President and Vice Chairman of the Board of April 26, 1995
---------------------------------
SCOTT O. NASH Directors
s/MICHAEL TOM Chief Financial Officer (Principal Accounting April 26, 1995
---------------------------------
MICHAEL TOM Officer)
s/CHRISTOPHER DEMETREE Director April 25, 1995
---------------------------------
CHRISTOPHER DEMETREE
s/MYLES CANE Director April 25, 1995
---------------------------------
MYLES CANE
s/LEE ALLEN HOOKER Director April 27, 1995
---------------------------------
LEE ALLEN HOOKER
s/ARTHUR M. BERKOWITZ Director April 27, 1995
---------------------------------
ARTHUR M. BERKOWITZ
s/LINDA CARRICK Director April 27, 1995
---------------------------------
LINDA CARRICK
</TABLE>
S-3
<PAGE> 23
CONSENT OF COUNSEL
The consent of Jeffer, Mangels, Butler & Marmaro is contained in their
opinion, Exhibit 5(a).
S-4
<PAGE> 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 28, 1995 included in Crown Laboratories, Inc., Form 10-KSB and its
Form 10-KSB/A1 for the year ended December 31, 1994 and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
New York, New York
April 27, 1995
S-5
<PAGE> 25
<TABLE>
<CAPTION>
Exhibit Page No.
- ------- --------
<S> <C>
5.1 Opinion of Jeffer, Mangels, Butler & Marmaro
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letter Head]
May 1, 1995 55822-0001
Crown Laboratories, Inc.
6780 Caballo Street
P.O. Box 96205
Las Vegas, Nevada 89119
Re: CROWN LABORATORIES, INC.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
Crown Laboratories, Inc., a Delaware corporation (the
"Company"), proposes to file a Form S-3 Registration Statement (the
"Registration Statement") for the sale of 3,471,990 shares of the Company's
Common Stock, $0.001 par value (the "Shares") by certain selling stockholders
of the Company identified in the Registration Statement, including 1,146,775
Shares to be issued upon exercise of Warrants.
In rendering the following opinion, we have examined and
relied only upon the documents, certificates of officers of the Company as are
specifically described below. In our examination, we have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies. Our examination
was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as
amended to date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the
Company authorizing the Shares and the Warrants;
4. The Registration Statement, together with all
amendments thereto, exhibits filed in connection therewith and incorporated
therein by reference and form of prospectus contained therein including all
documents incorporated therein by reference;
<PAGE> 2
Crown Laboratories, Inc.
May 1, 1995
Page 2
5. The form of the Warrants; and
6. A Certificate from Officers of the Company as to
certain factual matters.
We have not undertaken, nor do we intend to undertake, any
independent investigation beyond such documents and records, or to verify the
adequacy or accuracy of such documents and records.
Based upon and subject to the foregoing, it is our opinion
that the outstanding Shares are, and the Shares to be issued upon exercise of
the Warrants, when issued in accordance with the terms of the Warrants will be,
legally-issued, fully-paid and nonassessable shares of common stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement; to the filing of this opinion in connection with
such filings of applications as may be necessary to register, qualify or
establish eligibility for an exemption from registration or qualification of
the Shares under the blue sky laws of any state or other jurisdiction although
we express no opinion as to compliance with any securities laws herein; and to
the reference to this Firm in the prospectus under the heading "Legal Opinion".
In giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
The opinions set forth herein are based upon the federal laws
of the United States of America, the laws of the State of California and the
corporate laws of the State of Delaware all as now in effect. We express no
opinion as to whether the laws of any particular jurisdiction apply, and no
opinion to the extent that the laws of any jurisdiction other than those
identified above are applicable to the subject matter hereof.
The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes which may be
brought to our attention after the effective date of the Registration
Statement.
Very truly yours,
JEFFER, MANGELS, BUTLER & MARMARO
