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 May 15,1998
between ADM TRONICS UNLIMITED, INC. and
WHARTON CAPITAL CORP.
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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, 270,000 shares $.4375 $118,125 $34.85
$.0005 par value
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______________
(1) Represents shares to be issued pursuant to a Consulting
Agreement, dated May 15, 1998 by and between ADM Tronics
Unlimited, Inc. and Wharton Capital Corp.
(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 June 24, 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 on Form 10-KSB for the
fiscal year ended March 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-QSB for
the periods ended June 30, 1997, September 30, 1997 and
December 31, 1997;
(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).
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.
An affiliate of the Registrant's counsel is the owner of
191,333 shares of the Registrant's Common Stock.
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.
99.1 Consulting Agreement, dated May 15, 1998, by and
between ADM Tronics Unlimited, Inc. and Wharton
Capital Corp. (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, 1997 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 June 25, 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 June 25,1998
- ----------------------- and Director
Dr. Alfonso Di Mino
/s/ Andre' Di Mino Chief Financial June 25, 1998
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Andre' Di Mino Officer and Director
/s/ Vincent Di Mino Director June 25, 1998
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Vincent Di Mino
/s/ Thomas Petrie Director June 25, 1998
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Thomas Petrie
Director
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Dr. Stephen Brenner
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
June 25, 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
270,000 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 renderedin 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 6,
1997, 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, 1997.
Kaufman, Rossin & Co.
Miami, Florida
June 26, 1998
Exhibit 99.1 Consulting Agreement, dated May 15, 1998, by
and between ADM Tronics Unlimited, Inc. and
Wharton Capital Corp.
CONSULTING AGREEMENT
This agreement made as of the 15th day of May, 1998 BETWEEN:
A D M Tronics Unlimited, Inc. (ADMT) a corporation Incorporated
under the laws of the State of Delaware and having its registered
office at 224-S Pegasus Avenue, Northvale, NJ 07647, Tel: 201-767-6040
(hereinafter referred to as the "Corporation" and/or "Company") OF THE
FIRST PART --and-- WHARTON CAPITAL CORP., 35 West Street, Northport,
N.Y. 11768, (516-754-3231) a corporation Incorporated under the laws
of the State of Oklahoma.(hereinafter referred to as the "Consultant:)
OF THE SECOND PART,
WHEREAS the Corporation is a manufacturer and engineering concern
whose principal lines of business are the production and sale of
chemical products and the manufacturing and sale of medical
devices. (The "Business");
AND WHEREAS The Corporation desires to retain the Consultant to
provide consulting services in connection with the business of
the Corporation and it is not the duty, nor will the Consultant
engage in any capital raising transactions, directly or
indirectly, for the Corporation;
AND WHEREAS the Consultant is desirous of proving such services
to the Corporation, on the terms and subject to the conditions
herein set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the respective convenants and agreements of the parties contained
herein, the sum of one dollar paid by each party hereto to each
of the other parties hereto and other good and valuable
consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto) it is agreed as
follows:
ARTICLE ONE -- CONSULTING SERVICES
1.1 Retainer. Within seven business days from the above date
the Corporation hereby agrees to deliver $15,000. In addition
pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, the
Corporation hereby agrees to issue 270,000 shares of ADM Tronics
common stock $.0005 par value, as follows:
1) 90,000 shares upon the effective date of the Registration
Statement; and
2) 90,000 shares subsequent to ADM Tronics' formal presentation
to the Long Island Investment Bankers Association Meeting
scheduled for mid-June 1998. (The"Meeting"); and
3) 90,000 shares 15 days subsequent to the Meeting.
As agreed between the parties, the Corporation will issue the
first 90,000 shares to its consultant, Joel F. Brownstein; the
balance of 180,000 shares will be issued to Wharton Capital Corp.
The Corporation retains consultant to assist the Corporation with
contract negotiations, financial services, public relations and
media, short and long term strategic business plans, evaluation
of future financing (warrant conversion, secondary offering or
any other traditional financial instrument available) and advice
with respect to potential merger/acquisitions, and such other
consulting services as the Corporation and the Consultant may
from time to time agree upon.
1.2 Term of Agreement. This Agreement shall remain in full
force and effect for four months from May 15, 1998 to September
15, 1998 subject to earlier termination as hereinafter provided,
with the said term being capable of extension by mutual written
agreement of the parties hereto.
1.3 Provision of Services. It is agreed and acknowledged that
the Consultant may from time to time provide services to other
persons, firms and corporations, provided that the Consultant
shall at no time while this agreement remains in force provide
ongoing managerial services to any competitor of the Corporation
that is not an affiliate (for the purposes of this Agreement
"Affiliate" shall mean any person, firm or corporation that is
affiliated with the Corporation).
1.4 Board Approval. This Agreement requires approval of
Corporation's Board of Directors.
1.4A Authority. The Corporation (ADM Tronics Unlimited, Inc.)
and any affiliated hereby warrant and represent that they have
the full power and authority to execute and deliver this
Agreement to the Consultant and to perform the obligations as
contained herein, and that this Agreement has been duly
authorized, executed and delivered by the Corporation and any
affiliates and further constitutes a valid, binding and legally
enforceable obligation of the Corporation and any affiliates.
Each party has read and understood this Agreement.
1.5 Remuneration. Hereunder, in consideration for services
rendered by consultant, the Corporation shall pay consulting fees
in the sum of 18,000 common shares per month, payable at the
conclusion of each month, (e.g. June 15, 1998 shall be the first
payment), pursuant to said Registration Statement referred to in
Section 1.1.
ARTICLE TWO - COVENANTS
2.1 No Delegation of Services. The Consultant covenants and
agrees with the Corporation that it shall not delegate
performance of its Services to anyone without the prior written
consent of the Corporation.
ARTICLE THREE -- CORPORATE INTERESTS
3.1 Promotion of Corporation's Interests. The Consultant shall
and will faithfully serve and use his best efforts to promote the
interest of the Corporation, shall not use any information he may
acquire with respect to the business and affairs of the
Corporation or its affiliates for his own purposes for any
purposes other than those of the Corporation or its affiliates.
ARTICLE FOUR -- TERMINATION OF CONSULTING AGREEMENT
4.1 Termination of Agreement. The Corporation may terminate this
Agreement by giving the Consultant sixty (60) days written notice
and/or paying the Consultant a fee equivalent to sixty(60) days
of consulting as determined pursuant to Section 1.5 hereof. The
Consultant may terminate this Agreement at any time by giving the
Corporation sixty (60) days' written notice.
ARTICLE FIVE -- CAPACITY
5.1 Notices. All notices, requests, demands or other
communications (collectively, "Notices") required to be given by
one party to any other party, or to any other person shall be
given in writing by personal delivery or by registered mail,
postage prepaid, or by facsimile transmission to such other party
as follows:
(a) To the Corporation at: ADM Tronics Unlimited,Inc.
224-S Pegasus Avenue
Northvale, NJ 07647
(b) To the Consultant at: WHARTON CAPITAL CORP.
35 West Street
Northport, N.Y. 11768
or at such other address as may be given by such person to the
other parties hereto in writing from time to time.
All such Notices shall be deemed to have been received when
delivered or transmitted, or, if mailed, 48 hours after 12:01
a.m. on the day following the day of the mailing thereof. If any
Notices shall have been mailed and if regular mail service shall
be interrupted by strikes or other irregularities, such Notice
shall be deem to have been received 48 hours after 12:01 a.m. on
the day following the resumption of normal mail service, provided
that during the period that regular mail service shall be
interrupted all Notices shall be given by personal delivery or by
facsimile transmission.
6.2 Disclaimers. In recognition and mutual acknowledgment that
ADM Tronics Unlimited, Inc. Is a small cap company and further is
engaged in a business of a speculative nature with revenues
currently under ten million, Consultant makes no representations,
warranties or other affirmations as to efficacy, viability and/or
success of any efforts that may be undertaken on the Company's
behalf, and ADM Tronics Unlimited, Inc. hereby acknowledges,
accepts and understands such disclaimer as set forth by the
Consultant.
6.3 Counterparts. This Agreement may be executed in several
counterparts; each of which so executed shall be deemed to be an
original and such counterparts together shall be but one and the
same instrument.
6.4 Time of the Essence. Time shall be of the essence of this
Agreement and of every part hereof and no extension or variation
of this Agreement shall operate as a waiver of this provision.
6.5 Entire Agreement. This Agreement constitutes the entire
Agreement between the parties with respect to all of the matters
herein and its execution has not been induced by, nor do any of
the parties rely upon or regard as material, any representations
or writings whatever not incorporated herein and made a part
hereof any may not be amended or modified in any respect except
by written instrument signed by the parties hereto. Any
schedules referred to herein are incorporated herein by reference
and form part of the Agreement.
6.6 Inurement. This Agreement shall enure to the benefit of and
be binding upon the parties and their respective legal personal
representatives, heirs, executors, administrators or successors.
6.7 Assignment. This Agreement is personal to the Consultant
and may be assigned by the Consultant to a wholly owned
subsidiary of the Consultant. This Agreement shall be binding
upon and shall inure to the benefit of the parties and their
respective successors in interest (whether by merger,
consolidation or similar transaction), and permitted assigns.
6.8 Currency. Unless otherwise provided for herein, all monetary
amounts referred to herein shall refer to the lawful money of the
UNITED STATES.
6.9 Headings for Convenience Only. The division of this
Agreement into articles and sections is for convenience of
reference only and shall not affect the interpretation or
construction of this Agreement.
6.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey
applicable therein and each of the parties hereto agrees
irrevocable to conform to the non-exclusive jurisdiction of the
Courts of the State of New Jersey.
6.11 Gender. In this Agreement, words importing the singular
number shall include the plural and vice versa, and words
importing the use of any gender shall include the masculine,
feminine and neuter genders and the work "person" shall include
an individual, a trust, a partnership, a body corporate, and
association or other incorporated or unincorporated organization
or entity.
6.12 Legislation References. Any references in this Agreement to
any law, by-law, rule, regulation, order or act of any
government, governmental body or other regulatory body shall be
construed as a reference thereto as amended or re-enacted from
time to time or as a reference to any successor thereto.
6.13 Severability. If any Article, Section or any portion of any
Section of this Agreement is determined to be unenforceable or
invalid for any reason whatsoever that unenforceability or
invalidity shall not affect the enforceability or validity of the
remaining portions of this Agreement and such unenforceable or
invalid Article, Section or portion thereof shall be severed from
the remainder of this Agreement.
6.14 Transmission by Facsimile. The parties hereto agree that
this Agreement may be transmitted by facsimile or such similar
device and that the reproduction of signatures by facsimile or
such similar device will be treated as binding as if originals
and each party hereto understates to provide each and every other
party hereto with a copy of the Agreement bearing original
signatures forthwith upon demand.
IN WITNESS WHEREOF the parties have duly executed this Consulting
Agreement this day of May 15th, 1998.
WHARTON CAPITAL CORP. ADM Tronics Unlimited, Inc.
Joseph A. Nicolosi, Jr. Andre Di Mino,
Exec.VP
