SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-1896032
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
224-S Pegasus Avenue
Northvale, NJ 07647
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(Address of Principal Executive Offices)
CONSULTING AGREEMENT, dated June 25, 1998
between ADM TRONICS UNLIMITED, INC. and
Joel F. Brownstein.
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(Full title of the plan)
Andre' Di Mino
Executive Vice President
224-S Pegasus Avenue
Northvale, NJ 07647
(201) 767-6040
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(Name, address, including telephone number of agent for service)
With copies to:
Jonathan B. Reisman, Esq.
Reisman & Associates, P.A.
5100 Town Center Circle
Suite 330
Boca Raton, FL 33486
(561) 361-9300
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering aggregate registr-
registered(1) registered per unit offering ation
price fee (2)
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Common Stock, 100,000 shares $.563 $56,300 $16.61
$.0005 par value
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(1) Represents shares to be issued pursuant to a Consulting
Agreement, dated June 25, 1998 by and between ADM Tronics
Unlimited, Inc. and Joel F. Brownstein.
(2) The registration fee with respect to these shares has been
computed in accordance with paragraphs (c) and (h) of Rule 457,
based upon the average of the high bid and the low asked prices
of the common stock, par value $.0005 per share, of ADM Tronics
Unlimited, Inc. on October 12, 1998 as reported on the Nasdaq Small
Cap Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents
containing the information specified in Part I of Form S-8 are
not being filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the
Securities and Exchange Commission (the "Commission") by the
Registrant are incorporated by reference, as of their respective
dates, in this Registration Statement:
(a) The Registrant's Annual Report, as amended, on Form 10-KSB for the
fiscal year ended March 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-QSB for
the period ended June 30, 1998;
(c) The Registrant's Current Report on Form 8-K dated May
27, 1998 and ammendment thereto; and
(d) The description of the Registrant's Common Stock, par
value $.0005, contained in the Registrant's
Registration Statement on Form 10, as amended (File No.
0-17629); and,
(e) The Registrant's Current Report on Form 8-K dated August
18, 1998.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for all purposes of
this Registration Statement to the extent that a statement
contained herein or therein or in any other subsequently filed
document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Any other document required to be delivered to employees
pursuant to Rule 428(b) under the Securities Act of 1933 shall be
available without charge, upon written or oral request. Any request
for such document shall be directed to Andre' Di Mino, Executive
Vice President, ADM Tronics Unlimited, Inc., 224-S Pegasus Avenue,
Northvale, New Jersey 07647, telephone number (201) 767-6040
ITEM 4. Description of Securities.
Not applicable
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify its directors and
officers or former directors or officers and to purchase insurance
with respect to liability arising out of their capacity or status
as directors and officers. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive
of any other rights to which the directors and officers may be
entitled under a corporation's certificate of incorporation,
bylaws, any agreement or otherwise.
The Registrant's By-laws provide for the indemnification of
directors and officers to the full extent permitted by the DGCL.
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits.
Exhibit
Number Description of Exhibit
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4.1 Certificate of Incorporation, as amended. (1)
4.2 By-laws. (2)
5.1 Opinion of Reisman & Associates, P.A. (3)
23.1 Consent of Kaufman, Rossin & Co. (3)
23.2 Consent of Reisman & Associates, P.A. is contained
in the opinion filed as Exhibit 5.1 hereto.
99.3 Consulting Agreement, dated June 25, 1998, by and
between ADM Tronics Unlimited, Inc. and Joel F. Brownstein (3)
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(1) Previously filed as Exhibit 3(a) to the Registrant's
Registration Statement on Form 10, File No. 0-17629 (the "Form
10") and Exhibit 3(a)(2) to the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended March 31, 1998 and
incorporated herein by reference.
(2) Previously filed as Exhibit 3(b) to the Form 10 and
incorporated herein by reference.
(3) Filed herewith.
ITEM 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells
securities, a post-effective amendment to the Registration
Statement to:
(i) include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) include any additional or changed material
information on the plan of distribution,
provided, however, that paragraphs (1)(i) and (A)(1)(ii) do not
apply if the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(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 shall to be the initial bona fide offering and;
(3) file a post-effective amendment to remove from registration
any of the securities which remain unsold at the end of the
offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Northvale, State of New Jersey on October 14, 1998.
ADM TRONICS UNLIMITED, INC.
By: /s/ Dr. Alfonso Di Mino
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President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated.
Signatures Title Date
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/s/ Dr. Alfonso Di Mino Chief Executive Officer October 14, 1998
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Dr. Alfonso Di Mino
/s/ Andre' Di Mino Chief Financial October 14, 1998
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Andre' Di Mino Officer and Director
/s/ Vincent Di Mino Director October 14, 1998
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Vincent Di Mino
/s/ Thomas Petrie Director October 14, 1998
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Thomas Petrie
Director
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John Berenyi
EXHIBIT 5.1 Opinion of Reisman and Associates, PA
LAW OFFICES
REISMAN & ASSOCIATES, P.A.
Suite 330
5100 Town Center Circle
Boca Raton, Florida 33486
October 14, 1998
ADM Tronics Unlimited, Inc.
224-S Pegasus Avenue
Northvale, NJ 07647
Ladies & Gentlemen:
We have acted as your counsel in connection with its filing of a
registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act") covering
100,000 shares of Common Stock, $.0005 par value (the "Shares").
We have examined such originals or certified, conformed or
photostatic copies, the authenticity of which we have assumed, of
certificates of public officials and your corporate officers and
other documents, certificates, records, authorizations and
proceedings as we have deemed relevant and necessary as the basis
for the opinion expressed herein. In all such examinations, we have
assumed the genuineness of all signatures on original and certified
documents and all copies submitted to us as conformed or
photostatic copies.
On the basis of the foregoing, assuming that the value of the
services rendered in connection with the issuance of the Shares has
a value of at least the agrregate par value of the Shares, it is
our opinion that the Shares will, when issued as contemplated by
the Registration Statement, be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not
thereby concede that we come within the categories of persons whose
consent is required by the Act or the General Rules and Regulations
promulgated thereunder.
Very truly yours,
/s/Reisman & Associates, P.A.
REISMAN & ASSOCIATES, P.A.
Exhibit 23.1 Consent of Kaufman, Rossin & Co.
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACOUNTANT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report, dated June 26,
1998, which appears on page F-1 of the annual report on Form 10-KSB
of ADM Tronics Unlimited, Inc. for the year ended March 31, 1998.
Kaufman, Rossin & Co.
Miami, Florida
October 14, 1998
Exhibit 99.3 Consulting Agreement, dated June 25, 1998, by
and between ADM Tronics Unlimited, Inc. and
Joel F. Brownstein.
CONSULTING AGREEMENT
This agreement is made and entered into this 25th day of June, 1998, by and
between A D M Tronics Unlimited, Inc. a Delaware corporation (hereinafter
"ADM", and Joel F, Brownstein having a principal residence at 1441 3rd Avenue,
New York, NY (hereinafter "Brownstein").
WITNESSETH
Whereas, Brownstein is experienced in providing broker and investor relations
and related services to publicly held companies, and
Whereas, ADM is desirous of utilizing the services of Brownstein and Brownstein
is desirous of providing such servcies to ADM.
Now Therefore, in consideration of the mutual covenants contained herein and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Brownstein will provide broker and investor relation services to ADM which
will include, but not be limited to the following:
a. Contacting active and potential common stock market makers, retail brokers
and investment bankers (collectively referred to herein as "Investment
Professionals") to ascertain and stimulate their interest in purchasing ADM
$.0005 par value common stock, traded on NASDAQ under the symbol ADMT ("ADM
Stock") for their own account or for their recommendation of ADM Stock to their
respective clients.
b. After securing the interest of Investment Professionals in ADM Stock, to
continue to communicate with such Investment Professionals regarding the
prospects of ADM and any new developments or announcements made by ADM.
c. Brownstein will supply the name, company name, address, phone and fax and,
if available, the e-mail address of each Investment Professional contacted by
Brownstein pursuant to this Agreement, on a daily basis, along with the level
of interest exhibited by the Investment Professional hereby contacted.
2. As compensation for the services to be rendered by Brownstein, ADM agrees
to pay Brownstein the sum of $3,200 per month plus out of pocket expenses, such
expenses to be pre-approved by ADM. Brownstein acknowledges that he has
received a payment of $3,325 which comprises the April 23, 1998 to May 23, 1998
monthly payment of $3,200 plus $125 for car expenses already incurred.
3. As additional compensation for the services to be rendered pursuant to this
Agreement, ADM grants to Brownstein 100,000 shares of ADM Stock. These shares
will be approved by the Board of Directors and subsequently registered under an
S-8 Registration, on or before July 2, 1998.
4. The term of this Agreement shall be for 3 months from April 23, 1998. ADM
shall have the sole discretion to continue the Agreement on a month-to-month
basis, thereafter. Nothing herein shall obligate ADM to pay any amounts for
services other than amounts already pre-approved by ADM for out-of-pocket
expenses incurred and invoiced to ADM by Brownstein.
5. This Agreement shall be construed and enforced in accordance with the laws
of the State of New Jersey and any action brought in relation hereto shall be
brought in the courts of Bergen County, New Jersey.
6. This Agreement constitutes the entire agreement of the parties hereto and
supersedes any previous agreement whether written or oral. Any modifications
or alterations of this Agreement must be in writing and executed by both
parties hereto.
In Witness Whereof, the parties hereto have executed this Agreement as of the
year and day first above written.
ADM Tronics Unlimited, Inc.
By /s/ Dr. Alfonso Di Mino
President
Joel F. Brownstein
/s/ Joel F. Brownstein
