Registration No. 333-65709
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADM TRONICS UNLIMITED, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-1896032
(I.R.S. Employer Identification No.)
224-S Pegasus Avenue, Northvale, New Jersey 07647, (201) 767-6040
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Dr. Alfonso Di Mino, 224-S Pegasus Avenue, Northvale, New Jersey
07647, (201) 767-6040
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jonathan B. Reisman, Esq.
Reisman & Associates, P.A.
5100 Town Center Circle, Suite 330
Boca Raton, Florida 33486
(561) 361-9300
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes
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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ] ___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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 1993 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PART II
Item 14. INFORMATION NOT REQUIRED IN THE PROSPECTUS OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration Fee $ 510
Professional Fees and Expenses $ 18,000
Miscellaneous $ 1,490
Total $ 20,000
Electropharmacology, Inc. has agreed to pay the Registrant $15,000
with respect to the above expenses. The remainder of the above
expenses has been or will be paid by the Registrant.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-Laws provide that it shall, to the fullest
extent permitted by Section 145 of the Delaware General Corporation
Law, indemnify its executive officers and directors.
Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who is, or is
threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person
is or was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer,
employee or agent of any other corporation or enterprise. The
indemnity may include expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify him
against the expenses which he actually and reasonably incurred in
connection therewith. The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director
may be entitled under a corporation's by-laws, by agreement, vote,
or otherwise.
Item 16. EXHIBITS
3.1 Certificate of Incorporation and amendments thereto filed on
August 9, 1976 and May 15, 1978. Exhibit 3(a) to the
Registrant's Registration Statement on Form 10, File No.
0-17629 (the "Form 10"), is hereby incorporated by reference.
3.2 Certificate of Amendment to Certificate of Incorporation filed
December 9, 1996. Exhibit 3(a) to the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1997
is hereby incorporated by reference.
3.3 By-Laws. Exhibit 3(b) to the Form 10 is hereby incorporated by
reference.
4.1 Specimen Common Stock certificate.*
4.2 Warrant issued to The Global Opportunity Fund Limited.
Exhibit 4.1 to the Registrant's Annual Report on Form 10-KSB,
as amended for the fiscal year ended March 31, 1998 (the "1998
Annual Report") is hereby incorporated by reference.
4.3 Form of Warrant issued to Electropharmacology, Inc. and
Resource Realty Services, Inc*
5.1 Opinion re legality. ***
9.1 Trust Agreements of November 7, 1980 by and between Dr.
Alfonso Di Mino et al. Exhibit 9 to the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1993
is hereby incorporated by reference.
9.2 Voting Trust Agreement of August 18, 1998 between certain
shareholders of the Registrant and ADM.*
10.1 Memorandum of Lease by and between the Registrant and
Cresskill Industrial Park III dated as of August 26, 1993.
Exhibit 10(a) to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended March 31, 1994 is hereby
incorporated by reference.
10.2 Agreement of July 8, 1987 by and between Donna Di Mino, Dr.
Alfonso Di Mino, et al. Exhibit 10(q) to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended March
31, 1993 is hereby incorporated by reference.
10.3 Agreement of July 13, 1993 by and between ADM Medical Ventures
Corporation and Arthronix, Inc. Exhibit 10(r) to the
Registrant's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1993 is hereby incorporated by reference.
10.4 Agreement of June 9, 1992 by and between Advent Medical
Technology, Inc. and Arthritic Relief Centers, Inc. Exhibit
2 to the Registrant's Current Report on Form 8-K dated June 9,
1992 is hereby incorporated by reference.
10.5 Agreement of June 9, 1992 by and between Advent Medical
Technology, Inc. and Vet Sonotron Systems, Inc. Exhibit 3 to
the Registrant's Current Report on Form 8-K dated June 9, 1992
is hereby incorporated by reference.
10.6 Stock Purchase Agreement and Registration and Rights Agreement
(undated) by and between The American Heritage Fund, Inc. and
the Registrant. Exhibit 10(i) to the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1993
is hereby incorporated by reference.
10.7 Amendment to Agreement of March 16, 1993 by and between
Arthritic Relief Centers, Inc. and Advent Medical Technology,
Inc. Exhibit 10(k) to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended March 31, 1993 is hereby
incorporated by reference.
10.8 Voting Agreement of March 16, 1993 by and between Vet Sonotron
Systems, Inc. and Advent Medical Technology, Inc. Exhibit
10(l) to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1993 is hereby incorporated by
reference.
10.9 Voting Agreement of March 16, 1993 by and between Arthritic
Relief Centers, Inc. and Advent Medical Technology, Inc.
Exhibit 10(m) to the Registrant's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1993 is hereby
incorporated by reference.
10.10 Agreement for Sale of Stock Between the Registrant, James
C. Wickstead and Thomas Petrie. Exhibit 10.10 to the 1998
Annual Report is hereby incorporated by reference.
10.11 Employment Agreement of November 26, 1997 between Thomas
Petrie and Precision Assembly Corp. Exhibit 10.11 to the
1998 Annual Report is hereby incorporated by reference
10.12 Asset Purchase Agreement of May 27, 1998 by and among
Electropharmacology, Inc., AA Northvale Medical
Associates, Inc. Exhibit 10.12 to the 1998 Annual Report
is hereby incorporated by reference.
10.13 Subscription Agreement of March 31, 1998 between the
Registrant and The Global Opportunity Fund Limited.
Exhibit 10.13 to the 1998 Annual Report is hereby
incorporated by reference.
10.14 Consulting Agreement, dated May 15, 1998, by and between
the Registrant and Wharton Capital Corp. Exhibit 99.1 to
the Registrant's Registration Statement on Form S-8,
File. No. 333-57823, is hereby incorporated by
reference.
10.15 Extension to Consulting Agreement dated August 18, 1998
by and between the Registrant and Wharton Capital Corp.
Exhibit 99.2 to the Registrant's Registration Statement
on Form S-8, File. No. 333-62165, is hereby incorporated
by reference.
10.16 Consulting Agreement dated June 25, 1998 by and between
the Registrant and Joel Brownstein. Exhibit 99.3 to the
Registrant's Registration Statement on Form S-8, File.
No. 333-66023 is hereby incorporated by reference.
10.17 Agreement of September 21, 1998 by and between AA
Northvale Medical Associates, Inc. and MEDIQ/PRN Life
Support Services, Inc. *
10.18 Agreement of October 28, 1998 between AA Northvale
Medical Associates, Inc. and Byron Medical. *
21.1 Subsidiaries of the Registrant. *
23.1 Consent of Kaufman, Rossin & Co. ****
23.2 Consent of Reisman & Associates, P.A. (included in Exhibit
5.1)
23.3 Consent of Ernst & Young, LLP ****
24.1 Power of Attorney. (included on signature page) *
_________________________
* Filed with Registration Statement on Form S-3.
** Filed with Amendment No. 1 to Registration Statement on Form S-3.
*** Filed with Amendment No. 3 to Registration Statement on Form S-3.
**** Filed herewith.
Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sells
securities, a post-effective amendment to this
registration statements 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; and
(iii) include any additional or changed material
information on to the plan of distribution.
(2) That, for determining liability under the
Securities Act, each such post-effective amendment
shall be treated as a new registration statement of
the securities offered, and the offering of the
securities at that time shall be deemed to be the
initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain
unsold at the end of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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 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 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.
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-3 and has
duly caused this registration statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Northvale, State of New Jersey, on this 12th day of
February, 1999.
ADM TRONICS UNLIMITED, INC.
/s/ Dr. Alfonso Di Mino
By: DR. ALFONSO DI MINO,. President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signatures appears below under the heading "Signature" constitutes
and appoints Dr. Alfonso Di Mino and Andre' Di Mino his true and
lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this
registration statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully for
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signatures Title Date
/s/ Dr. Alfonso Di Mino Chief Executive Officer and February 12, 1999
Dr. Alfonso Di Mino Director
/s/ Andre' Di Mino Chief Financial and February 12, 1999
Andre' Di Mino Acounting Officer and
Director
/s/ Vincent Di Mino Director February 12, 1999
Vincent Di Mino
/s/ Thomas Petrie Director February 12, 1999
Thomas Petrie
________________
John Berenyi Director
________________
Dr. Harold Gelb Director
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Amendment No.
4 to the Registration Statement on Form S-3 of our report dated June 26,
1998, which appears on Page F-1 in the annual report on Form 10-KSB of ADM
tronics Unlimited, Inc., for the fiscal year ended March 31, 1998.
/s/ Kaufman, Rossin & Co.
Kaufman, Rossin & Co.
Miami, Florida
February 12, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our report dated March 31,
1998, with respect to the financial statements of Electropharmacology, Inc.
included in Electropharmacology, Inc.'s Annual Report (Form 10-KSB) for the
year ended December 31, 1997 and incorporated by reference in ADM Tronics
Unlimited, Inc.'s Current Report on Form 8-K/A dated August 18, 1998, both
filed with the Securities and Exchange Commission, in the Registration
Statement (Form S-3 No. 333-65709) and related Prospectus of ADM Tronics
Unlimited, Inc. for the registration of 2,983,130 shares of its common
stock.
/s/ Ernst & Young LLP
West Palm Beach, Florida
February 8, 1999
