As filed with the Securities and Exchange Commission on June 16, 2000
Registration No. 333-___________ and No. 333-76497
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT
NO. 1 TO REGISTRATION
STATEMENT NO. 333-76497
UNDER
THE SECURITIES ACT OF 1933
MILESTONE SCIENTIFIC INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-309811
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
220 South Orange Avenue
Livingston Corporate Park
Livingston, New Jersey 07034
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
------------
LEONARD OSSER
Chief Executive Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, New Jersey 07034
(973) 716-0087
(Name, address, including zip code, and telephone number,
including area code of agent for service)
------------
Copies to:
Stephen A. Zelnick, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
(212) 838-8040
(212) 838-9190 (Facsimile)
-----------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
------------
If the only securities being registered on this Form are to be offered
pursuant to dividend or reinvestment plans, please check the following box. |X|
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, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or reinvestment plans, check the following box. |_|
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. |_|_____________
------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each class of Amount To Be Price Per Offering Registration
Securities to be Registered Registered(2)(3) Share (1) Price (1)(3) Fee(3)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 2,127,873 $2.5625 $5,452,674.50 $1,439.51
---------------------------------------------------------------------------------------------------------------
===============================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act. Pursuant to Rule 457(c), based upon
the average of the high and low sales prices of the Common Stock on the
American Stock Exchange on June 14, 2000 of $2.5625
(2) Includes 1,800,000 shares issued upon conversion and in full payment and
satisfaction of the Company's 3% Senior Convertible Promissory Notes
(including 800,000 shares which were registered with the SEC on
Registration Statement No. 333-76497), 142,857 shares to be issued upon
exercise of common stock warrants dated January 31, 2000, 50,000 shares
which may be issued in payment of interest on the $1,000,000 principal
amount of the Company's 10% Senior Secured Promissory Notes due June 30,
2001, 88,000 shares issued as part of a litigation settlement agreement
between the Company and Ronald and Glenn Spinello and 47,016 shares issued
in payment of interest on the Company's 3% Senior Convertible Notes (which
were registered with the SEC on Registration Statement No. 333-76497).
<PAGE>
(3) Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended, the Prospectus which is part of this
Registration Statement constitutes a combined prospectus which also
relates to Post-Effective Amendment No. 1 to Registration Statement No.
333-76497, previously filed by the Registrant on Form S-3, as to which
847,016 shares of Common Stock (for which a registration fee of $429.16
was paid) remain unsold (The remaining 102,984 shares covered by
Registration Statement No. 333-76497 are no longer issuable by the
Registrant and are no longer subject to registration). Such Post-Effective
Amendment shall become effective concurrently with the effectiveness of
this Registration Statement in accordance with Section 8(c) of the
Securities Act of 1933.
------------
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE>
Subject to Completion, dated June 16, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
2,127,873 Shares
Common Stock
Par Value $.001
MILESTONE SCIENTIFIC INC.
Certain of our stockholders are offering to sell up to an aggregate of
2,127,873 shares of our Common Stock as follows:
1,800,000 shares issued upon conversion and in full payment and
satisfaction of our 3% Senior Convertible Notes;
142,857 shares which may be issued upon exercise of warrants to buy
shares of our Common Stock;
88,000 Shares issued as part of a litigation settlement;
50,000 Shares which may be issued if we pay interest on our 10%
Senior Secured Promissory Notes, in shares of our common
stock;
47,016 shares issued in payment of interest on our 3% Senior
Convertible Notes
We will not receive any of the proceeds from the sale of these shares.
Shares of our Common Stock are traded on the American Stock Exchange under
the symbol "MS". On June 15, 2000, the closing price was $2.50 per share.
See "Risk Factors" beginning on Page 5 for certain factors you should
consider before buying shares of our Common Stock.
Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is June 16, 2000
<PAGE>
TABLE OF CONTENTS
Page
Where You Can Find More Information...................................... 3
Reports to Security Holders.............................................. 3
Incorporation of Certain Documents by Reference.......................... 3
The Company.............................................................. 4
Forward-Looking Statements............................................... 4
Risk Factors............................................................. 5
Use of Proceeds.......................................................... 9
Selling Security Holders................................................. 9
Plan of Distribution..................................................... 11
Recent Developments...................................................... 12
Certain Provisions of our Certificate of Incorporation................... 14
Legal Matters............................................................ 15
Experts.................................................................. 15
You may rely only on the information contained in this Prospectus. We have
not authorized anyone to provide information that is different from that
contained in this Prospectus. This Prospectus may only be used where it is legal
to sell these securities. The information in this Prospectus may not be accurate
after the date appearing on the cover.
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational and reporting requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance with that
statute, have filed various reports, proxy statements and other information with
the Securities and Exchange Commission. You may inspect these reports, proxy
statements and other information at the public reference facilities of the
Securities and Exchange Commission at its principal offices at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048. You
can get copies of these reports, proxy statements and other information from
these offices upon payment of the required fees. These reports, proxy statements
and other information can also be accessed from the web site maintained by the
Securities and Exchange Commission at http://www.sec.gov. The public may obtain
information on operations of the public reference room by calling the Securities
and Exchange Commission at (800) SEC-0330.
We have filed two Registration Statements on Form S-3 with the Securities
and Exchange Commission under the Securities Act with respect to the shares
offered by this Prospectus. This Prospectus, which forms a part of those
Registration Statements, does not contain all of the information included in the
Registration Statement and the accompanying exhibits. Statements contained in
this Prospectus regarding the contents of any document is not necessarily
complete and are qualified in their entirety by such reference. You should refer
to the actual document as filed with the Securities and Exchange Commission. You
can get copies of the Registration Statement and the accompanying exhibits from
the Securities and Exchange Commission upon payment of the required fees or it
may be inspected free of charge at the public reference facilities and regional
offices referred to above.
REPORTS TO SECURITY HOLDERS
We furnish our stockholders with annual reports containing audited
financial statements. In addition, we are required to file reports on Forms
8-KSB, 10-QSB and 10-KSB with the Securities and Exchange Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission are incorporated in this Prospectus by reference:
(1) Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999; and
(2) Each document filed after the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act but before this
offering terminates is incorporated in this Prospectus by reference and is to be
treated as part of this Prospectus from the date it was filed. Any statement
contained in a document incorporated or deemed to be incorporated in this
Prospectus by reference is modified or superseded to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
is incorporated in this Prospectus by reference modifies or supersedes such
statement.
Upon written or oral request, we will provide, without charge, each person
to whom a copy of this Prospectus is delivered, a copy of any document
incorporated by reference in this Prospectus (other
3
<PAGE>
than exhibits, unless such exhibits are specifically incorporated by reference
in such documents). Requests should be directed to Milestone Scientific Inc.,
220 South Orange Avenue, Livingston Corporate Park, Livingston, New Jersey
07039, (973) 716-0087 Attention: Thomas Stuckey, Vice President and Chief
Financial Officer.
THE COMPANY
We were organized in August 1989 under the laws of Delaware. Our principal
executive office is located at 220 South Orange Avenue, Livingston Corporate
Park, Livingston, New Jersey 07039, telephone number (973) 716-0087.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain "forward-looking statements" based on
current expectations, assumptions, estimates and projections about us and the
industry in which we operate. We use words such as "plan," "believes,"
"expects," "future" and "intends" and similar expressions to identify
forward-looking statements. These forward-looking statements involve numerous
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
as more fully described elsewhere in this Prospectus. We undertake no obligation
to update any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.
4
<PAGE>
RISK FACTORS
You should carefully consider the risk factors described below, as well as
other information appearing in this Prospectus or incorporated by reference,
before purchasing shares of our Common Stock.
Unless stated to the contrary, all references in this Prospectus to "we,"
"us," "our" or "the Company" refer to Milestone Scientific Inc. (formerly U.S.
Opportunity Search, Inc.), its wholly owned subsidiary, Princeton PMC, Inc.
("Princeton PMC") and its more than 80% owned subsidiary, Spintech, Inc.
("Spintech").
The following factors may affect the growth and profitability of the
Company and should be considered by any prospective purchaser of the Company's
securities:
History of Losses; Accumulated Deficit. Our operations commenced in
November 1995, when we acquired a 65% interest in Spintech. For the fiscal years
ending December 31, 1995, 1996 and 1997 we had limited revenues. For the fiscal
years ended December 31, 1998 and 1999 our revenues were approximately $8.8
million and $2.9 million, respectively. In addition, we have had losses for each
of the years ended December 31, 1995, 1996, 1997, 1998 and 1999 including a loss
of approximately $7.0 million for 1999. At December 31, 1999 we had an
accumulated deficit of approximately $27.8 million. We cannot assure you we will
be able to generate operating profits and resultant cash flow sufficient to fund
our operations in the future.
Need for Greater Market Acceptance of "The Wand(R)". As with any new
technology, there is substantial risk that the marketplace will not accept the
potential benefits of such technology or be willing to pay for any cost
differential with the existing technologies. Market acceptance of "The Wand(R)"
depends, in large part, upon our ability to educate potential customers of the
distinctive characteristics and benefits of The Wand(R) and will require
substantial marketing efforts and expense. A total of approximately 10,500
equipment units have been sold in the domestic market. However, during 1998 and
1999 less than 950,000 and 1,450,000 disposable handpieces were sold, reflecting
a low level of usage of The Wand(R) by dentists. Unless equipment sales and
rates of usage of the equipment improve, we may be forced to curtail marketing
efforts and rely on the gradual build-up of demand as a result of increasing
placement of units in dental schools and from growing awareness of the benefits
of The Wand(R) technology as a result of additional clinical studies. We cannot
assure that our current or proposed products will be accepted by the end users
or that any of the current or proposed products will be able to compete
effectively against current and alternative products.
Limited Financial Resources; Need For Additional Financing. Our capital
requirements have been and will continue to be significant, though we believe,
after giving effect to the January 2000 private placement, that we have
sufficient working capital for the next 12 months. However, if we have
underestimated our operating expenses or overestimated our expected revenue, we
will be required to borrow funds or sell equity securities, or curtail or reduce
our activities. As of February 1, 2000, we concluded a $1,000,000 private
placement of secured ten percent notes and warrants for 142,857 shares
exercisable at prices ranging from $1.75 to $7.00 per share. We have no current
arrangements for future additional financing. We cannot assure you any sources
of additional financing will be available on acceptable terms, or at all. To the
extent that any future financing involves the sale of our equity securities, the
ownership interest of our stockholders could be substantially diluted.
5
<PAGE>
Highly Competitive Industry; Technological and Product Obsolescence. We
face intense competition from many companies in the medical and dental device
industry, including well-established academic institutions, possessing
substantially greater financial, marketing, personnel, and other resources. Most
of our competitors have established reputations, stemming from their success in
the development, sale, and service of competing dental products. Further, rapid
technological change and research may affect our product. Current or new
competitors could, at any time, introduce new or enhanced products with features
that render our products less marketable, or even obsolete. Therefore, we must
devote substantial efforts and financial resources to enhance our existing
products, to bring our products to market quickly, and to develop new products
for related markets. In addition, our ability to compete successfully, require
that we establish an effective distribution network. Several regulatory
authorities must approve our products before they may be marketed. We cannot
assure you that we can compete successfully, that our competitors will not
develop technologies or products that render our products less marketable or
obsolete, or that we will be able to successfully enhance our existing products,
effectively develop new products, or obtain required regulatory approval for
those products.
Limited Distribution; Establishing Distribution Channels. Our future
revenues depends on our ability to successfully market and distribute The
Wand(R). During 1999 we relied, primarily, on independent dental distributors to
sell The Wand(R) domestically and internationally. In January 2000, we entered
into an agreement to terminate our existing international distribution agreement
and commenced new international distribution agreement giving our products entry
into Japan, Great Britain, Germany, Israel, South Africa, Scandinavia, while
retaining our presence in China and Taiwan. Domestically, our sales force's
efforts in marketing The Wand(R) remain quite limited and, if we decide to
sizably escalate marketing The Wand(R) with our own sales force, that sales
force will require substantial expansion and we will incur significant up-front
expense. We cannot assure you that we will be able to hire and retain our own
sales force or that such force will be able to successfully market and sell The
Wand(R).
Patent and Intellectual Property Protection. We hold U.S. patents
applicable to the "The Wand(TM)" and we have applied for certain improvement
patents on The Wand as well as the "SplatrFree(TM)" prophy angle. We rely on a
combination of patent, trade secret, and trademark laws and employee and
third-party nondisclosure agreements to protect our intellectual property
rights. Despite the precautions we have taken to protect our products,
unauthorized parties may attempt to reverse engineer, copy, or obtain and use
our products and other information we regard as proprietary. We may have to
initiate lawsuits to protect our intellectual property rights. Such lawsuits are
costly and divert management's time and effort away from our business with no
guarantee of success. Our failure to protect our proprietary rights, and the
expense of doing so, could have a material adverse effect on our operating
results and financial condition. Although we have not received any claims of
infringement, it is possible that our products may infringe on existing or
future patents or proprietary rights of others. If that happens we may have to
modify our processes or to obtain a license. We cannot assure you that we will
be able to do so in a timely manner, upon acceptable terms and conditions, or at
all.
Dependence on Manufacturers. We have informal arrangements with certain
manufacturers with respect to the manufacture of our products. Termination of
the manufacturing relationship with any of these manufacturers could
significantly and adversely affect our ability to produce and sell our products.
Though alternate sources of supply exist and new manufacturing relationships
could be
6
<PAGE>
established, we would need to recover our existing tools or have new tools
produced. Establishing of new manufacturing relationships could involve
significant expense and delay. Any curtailment or interruptions of the supply,
whether or not as a result or termination of the relationship, would adversely
affect us.
Product Liability. We could be subject to claims for personal injury from
the use of our dental and medical products. We have liability insurance in the
aggregate amount of $2,000,000 with a per-occurrence limit of $1,000,000 which
we believe is adequate, although we cannot assure you that the insurance
coverage will be sufficient to pay such claims should they be made. A partially
or completely uninsured claim, if successful and of significant magnitude, could
have a material adverse effect on us.
Reliance Upon Management. We depend on the personal efforts and abilities
of Leonard Osser, our Chairman and Chief Executive Officer. While we have a key
man life insurance policy in the amount of $3,000,000 on the life of Mr. Osser
any loss of his services could have a materially adverse effect.
Litigation; Change in Officers. On April 10, 1997, the Board of Directors
of Spintech terminated the employment of Dr. Ronald Spinello as its Chairman and
Director of Research. The action by the Board followed the bringing by Milestone
and Spintech of legal action against Dr. Spinello in which they sought, among
other things, a declaratory judgment that Dr. Spinello has no personal rights to
certain technology developed while he was employed as Director of Research of
Spintech relating to the design and production of ancillary components of "The
Wand(TM)" and a declaratory judgment that they had not breached Dr. Spinello's
employment agreement. Milestone, as principal stockholder of Spintech, also
removed Dr. Spinello and Glenn Spinello as directors of Spintech. In February,
2000 we entered into an agreement with Dr. Spinello favorably resolving all
disputes. Pursuant to that agreement, Dr. Spinello assigned to us any right
which he has to technology relating to The Wand developed while Dr. Spinello was
employed at Spintech. Dr. Spinello also agreed to cooperate in filing and to
assign to us all future patent applications covering that technology. As part of
the settlement, Dr. Spinello received $25,000 and 80,000 of our shares.
No Dividends. We have never paid a cash dividend on our Common Stock.
Payment of dividends on our Common Stock is within the discretion of the Board
of Directors and will depend upon our earnings, capital requirements and
financial condition, and other relevant factors. We do not currently intend to
declare any dividends on our Common Stock in the foreseeable future.
Control by Certain Persons. Our current officers and directors own
approximately 23% of the currently outstanding shares of Common Stock.
Accordingly, by reason of their stockholdings, and their control of the means
for soliciting stockholder votes, the officers and directors will be able to
exercise control and, in all likelihood, will be able to continue to elect all
directors.
Limitation of Director Liability. Our Certificate of Incorporation
provides that our directors are not personally liable to us or any of our
stockholders for monetary damages for breach of the fiduciary duty of care as a
director, including breaches which constitute gross negligence, subject to
certain limitations imposed by the Delaware General Corporation Law. Thus, under
certain circumstances, neither we nor our stockholders can recover damages even
if directors take actions which harm us.
7
<PAGE>
Government Regulation and FDA Clearance. The manufacture and sale of the
Company's "SplatrFree(TM)" prophy angles and "The Wand(TM)", are subject to
extensive regulation by the FDA pursuant to the Federal Food, Drug, and Cosmetic
Act ("FDC Act"), and by other federal, state and foreign authorities. Under the
FDC Act, these medical devices must receive FDA clearance before they can be
commercially marketed in the United States. Some products must undergo rigorous
pre-clinical and clinical testing and an extensive FDA approval process before
they can be marketed. These processes can take a number of years and require the
expenditure of substantial resources. The time required for completing such
testing and obtaining such approvals is uncertain, and FDA clearance may never
be obtained. Delays or rejections may be based upon changes in FDA policy during
the period of product development and FDA regulatory review of each submitted
application. Similar delays may also be encountered in other countries. While
the "SplatrFree(TM)" prophy angle and "The Wand(TM)" have received FDA marketing
clearance there can be no assurance that all of our products under development
will obtain the required regulatory clearance on a timely basis, or at all. If
regulatory clearance of a product is granted, such clearance may impose
limitations on the indicated uses for which the product may be marketed. In
addition, modifications may be made to our products to incorporate and enhance
their functionality and performance based upon new data and design review. There
can be no assurance that the FDA will not request additional information
relating to product improvements, that any such improvements would not require
further regulatory review thereby delaying the testing, approval and
commercialization of the our products or that ultimately any such improvements
will receive FDA clearance. FDA regulations also require manufacturers of
medical devices to adhere to certain "Good Manufacturing Practices" ("GMP"),
which include testing, design, quality control and documentation procedures.
Compliance with applicable regulatory requirements is subject to continual
review and will be monitored through periodic inspections by the FDA. Later
discovery of previously unknown problems with a product, manufacturer, or
facility may result in restrictions on such product or manufacturer, including
fines, delays or suspensions of regulatory clearances, seizures or recalls of
products, operating restrictions and criminal prosecution and could have a
material adverse effect on us.
Restricted Securities; Possible Volatility of Market Price. Shares of our
Common Stock are currently traded on The American Stock Exchange. From time to
time the market prices of dental and medical product companies have been
affected by various factors, including adverse publicity. We cannot assure you
that the market price of our Common Stock will not be volatile as a result of
factors such as our financial results, possible adverse publicity resulting from
any infractions of governmental regulations and various other factors affecting
dental and medical product companies or the market generally. In recent years
the stock market has experienced wide price fluctuations not necessarily related
to the operating performance of such companies.
Effect of Outstanding Warrants and Options. We currently have outstanding
options and warrants to purchase 1,274,857 shares of our Common Stock at prices
ranging from $1.00 to $23.00 per share. Holders of these warrants and options
are given the opportunity to profit from a rise in the market price of our
Common Stock and are likely to exercise their securities at a time when we would
be able to obtain additional equity capital on more favorable terms. Thus, the
terms upon which we will be able to obtain additional equity capital may be
adversely affected since the holders of outstanding options and warrants can be
expected to exercise them at a time when we would, in all likelihood, be able to
obtain any needed capital on terms more favorable to us than the exercise terms
provided by such outstanding securities. We have granted registration rights
with respect to our shares of our Common Stock covered by the warrants.
8
<PAGE>
USE OF PROCEEDS
All shares of our Common Stock offered by this Prospectus are being
registered for the account of the selling stockholders. We will not receive any
of the proceeds from the sale of these shares.
SELLING SECURITY HOLDERS
The following table sets forth certain information as to the ownership of
our Common Stock by the Selling Stockholders on March 31, 2000. Unless otherwise
indicated, it is assumed that each Selling Stockholder listed below possesses
sole voting and investment power with respect to the shares owned as of such
date by the Selling Stockholder, including those issuable upon exercise of the
warrants. In addition, unless otherwise indicated, none of the Selling
Stockholders has had a material relationship with us or any of our predecessors
or affiliates within the past three years.
<TABLE>
<CAPTION>
Shares to be Percentage of
------------ -------------
SharesOwned Number of Owned Common Stock
----------- --------- ----- ------------
Before the Shares that After the Owned After
---------- ----------- --------- -----------
Selling Stockholder Offering May Be Sold Offering the Offering
------------------- -------- ----------- -------- ------------
<S> <C> <C> <C> <C>
Cumberland Partners 1,330,770 (1)(2)(3) 965,970 (1)(2)(3) 364,800
Longview Partners 207,250 (1)(2)(3 105,050 (1)(2)(3) 102,200
Longview Partners B,L.P. 167,103 (1)(2)(3) 138,603 (1)(2)(3) 28,500 *
Longview Partners C,L.P. 63,901 (1)(2)(3) 50,401 (1)(2)(3) 13,500 *
K. Tucker Andersen 250,555 (1)(2)(3)(10) 219,555 (1)(2)(3) 31,000
Morse, Zelnick Rose and
Lander LLP(5) 487,035 (2)(3) 14,286 (2)(3) 472,749
Leonard Osser(6) 2,301,936 (1)(2)(3) 240,875 (1)(2)(3) 2,061,061
Mitchell G. Kuhn(7) 23,943 (2)(3) 7,143 (2)(3) 16,800
Strategic Restructuring
Partnership LP 203,571 (1)(2)(3) 203,571 (1)(2)(3) 0
Daniel Burack 45,643 (2)(3) 7,143 (2)(3) 38,500
Ed Schwarz and Sarah Jane
Jelin 52,318 (2)(3)(9) 7,143 (2)(3) 45,175
Jay Nelson 5,714 (2)(3) 5,714 (2)(3) 0
David Birkenruth 8,243 (2)(3) 7,143 (2)(3) 1,100
Tricor Systems Incorporated(8) 3,571 (2)(3) 3,571 (2)(3) 0
Keith Michael Jereb 1,428 (2)(3) 1,428 (2)(3) 0
Ronald Spinello 80,000 (4) 80,000 (4) 0
Glen Spinello 8,000 (4) 8,000 (4) 0
</TABLE>
----------
* Less than 1%
(1) Includes shares issued upon full satisfaction and conversion of the 3%
Convertible Notes at a price of $1.25 per share.
(2) Includes shares issuable upon exercise of the Company's Warrants
exercisable at prices ranging from $1.75 to $7.00 per share.
9
<PAGE>
(3) Excludes an undetermined number of shares (estimated for purposes of the
Prospectus at an aggregate of 50,000 shares) that may be issued by the
Company to the Selling Stockholders as payment of interest on the 10%
Senior Secured Promissory Notes and may be sold by the Selling
Stockholders pursuant to this Prospectus.
(4) Includes shares issued upon settlement of litigation with the Company.
(5) Morse, Zelnick, Rose and Lander LLP is the corporate counsel to the
Company.
(6) Leonard Osser is the Company's Chairman and Chief Executive Officer.
(7) Mitchell Kuhn is the Company's President and Chief Operating Officer.
(8) Tricor Systems Incorporated is a supplier of the Company.
(9) Includes 24, 428 shares held separately by Ed Schwarz, 5,200 shares held
by Ed Schwarz' IRA's, 1,250 shares held by Ed Schwarz 1992 Family Trust
and 14, 297 held separately by Ed Schwarz's wife, Sarah Jane Jelin.
(10) Includes 11,000 shares which are owned by Mr. Andersen's wife and children
and as to which Mr. Andersen disclaims beneficial ownership.
10
<PAGE>
PLAN OF DISTRIBUTION
Sales of the shares of our Common Stock covered by this Prospectus may be
effected from time to time in transactions (which may include block
transactions) on the American Stock Exchange (or other markets on which shares
of our Common Stock are then traded), in negotiated transactions, through put or
call options transactions relating to the shares, through short sales of shares,
or a combination of such methods of sale, at fixed prices which may be changed,
at market prices prevailing at the time of sale, or at negotiated prices. None
of the selling stockholders has entered into agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
shares. The selling stockholders may effect transactions by selling their shares
directly to purchasers or to or through broker-dealers, who may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of the shares for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The selling
stockholders and any broker-dealers that act in connection with the sale of the
shares might be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933 and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. We have agreed to indemnify each selling stockholder
against certain liabilities, including liabilities arising under the Securities
Act. The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the
securities against certain liabilities, including liabilities arising under the
Securities Act. As used herein, "selling stockholders" includes donees and
pledgees selling shares received from a named selling stockholder after the date
of this Prospectus.
Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
We have agreed to keep the Registration Statement, of which this
Prospectus is a part, effective until all the shares covered by this Prospectus
are sold or can be sold freely under an appropriate exemption from the
securities laws of the United States and the states, without limitation.
In order to comply with the applicable securities laws of certain states,
if any, the shares covered by this Prospectus will be offered or sold through
registered or licensed brokers or dealers in those states. In addition, in
certain states the shares may not be offered or sold unless they have been
registered or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and such offering or sale
is in compliance therewith.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares may not simultaneously engage in market
making activities with respect to such securities for a period beginning when
such person becomes a distribution participant and ending upon such person's
completion of participation in a distribution, including stabilization
activities in the Common Stock to effect syndicate covering transactions, to
impose penalty bids or to effect passive market making bids. In addition, the
selling stockholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including, without limitation,
Rule 10b-5 and, insofar as the selling stockholders are distribution
participants, Regulation M and Rules 100, 101, 102,
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103, 104 and 105 thereof, all of which may affect the marketability of the
shares covered by this Prospectus.
We will pay all of the expenses relating to the registration of the shares
covered by this Prospectus except for selling commissions. These expenses are
estimated at $35,000.
RECENT DEVELOPMENTS
Private Offering
In January 31, 2000 we sold, at face amount, $1 million principal amount,
of our 10% Senior Secured Promissory Notes due June 30, 2001 and five-year
warrants to purchase an aggregate amount of 142,857 shares of our Common Stock,
par value $.001 (the "Warrants"). At its option, the Company may pay interest on
the 10% Senior Secured Promissory Notes in shares of its Common Stock and this
Prospectus also covers the resale of an estimated 50,000 shares of Common Stock
payable as such interest, assuming that future market prices used in determining
the number of shares issued for such purpose are at current levels.
In addition, our 3% Senior Convertible Notes were converted into 1,800,000
shares of our Common Stock in full payment and satisfaction of the $2,250,000
face amount thereof.
Registration Rights
We agreed to register the re-offer and re-sale of the shares of our Common
Stock underlying the Warrants, the shares reserved for issuance as payment of
interest on the 10% Senior Secured Promissory Notes, the shares issued upon
conversion and in full payment and satisfaction of the 3% Senior Convertible
Notes, the shares issued as part of the settlement of the Spinello litigation
(described below), and the shares issued in payment of interest on the 3% Senior
Convertible Notes by filing the Registration Statements of which this Prospectus
is a part under the Securities Act and the securities laws of certain states. We
agreed to pay all the expenses and fees incurred in connection with the
preparation, filing and modification or amendment of the Registration
Statements.
Legal Proceedings
Spinello Lawsuits
On March 26, 1997, Milestone and Spintech commenced legal action in the
United States District Court of New Jersey against Ronald Spinello, DDS, former
Chairman and Director of Research of Spintech. In the complaint, plaintiffs
sought recovery of compensatory and punitive damages for extortion and tortuous
interference with existing and prospective contract and business relationships,
a declaratory judgment that Dr. Spinello has no personal rights to certain
technology developed while he was employed as Director of Research of Spintech
relating to the design and production of ancillary components of its computer
controlled local anesthetic delivery system, a declaratory judgment that
plaintiffs have not breached Dr. Spinello's employment agreement or the
agreement for the initial purchase by Milestone of a 65% equity interest in
Spintech and injunctive relief. On May 21, 1997, Dr. Spinello filed an answer
and counterclaim.
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As a result of various pretrial motions, the only claims remaining in the
litigation with Dr. Spinello were Milestone's claims against Dr. Spinello and
Dr. Spinello's counterclaim for unpaid salary for the period subsequent to his
alleged wrongful termination, and a portion of his indemnification claim against
Spintech.
In January 2000, prior to trial, the Company agreed to settle with Dr.
Spinello, the counterclaims asserted against Dr. Spinello and the claims
asserted by Glenn Spinello, and various stipulations incorporating that
settlement were executed in February 2000. Under the agreement, Dr. Spinello has
assigned to Milestone any rights which he has to technology relating to "The
Wand" handpiece or technology developed while he was employed at Spintech and
has agreed to cooperate in filing and to assign to Milestone any future patent
applications covering that technology. Dr. Spinello and Glenn Spinello each also
agreed to convey to Milestone all of his equity interests in Spintech. In return
for the assignment of technology, the conveyance of Spintech equity and the
resolution of all disputes between the parties, including the discontinuance
with prejudice of pending legal actions, Milestone has paid $25,000 to Dr.
Spinello and has agreed to issue to him a number of shares of Common Stock equal
to the greater of 80,000 shares or shares with a market value of $80,000 and to
issue to Glenn Spinello 8,000 shares.
Derivative Action Lawsuit
In February 1999, a purported owner of Milestone stock, commenced a
derivative action on behalf of the Company, in the Court of Chancery of the
State of Delaware in Newcastle County, against certain present and former
executive officers and directors. In the action, plaintiff alleges that the
defendants engaged in violations of the securities laws, committed fraud and
securities fraud, wasted corporate assets and damaged the Company's reputation.
The derivative action is based on the same set of facts that were the foundation
of a formerly pending class action against the Company, certain present and
former executive officers and directors and which was dismissed by the court on
June 5, 2000, for failure to state a claim for securities fraud. As a derivative
action, even if the plaintiff is successful, any award, after deduction of
plaintiff's costs and disbursements, would be payable to the Company.
Nevertheless, Milestone believes that the material allegations of the complaint
lack merit and intends to provide a legal defense for its present and former
officers and directors in accordance with the indemnification provisions of its
Certificate of Incorporation. Because the allegations of the Derivative
Complaint are so closely tied to the allegations of the Class Complaint, the
Derivative Plaintiff's counsel has agreed with the Company that no response to
the Derivative Complaint is due until 60 days after the Court in the Class
Action decides the motion to dismiss.
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Insurance Broker and Carrier
In January 1999, the Company filed a complaint against its insurance
broker (Frank Crystal Financial Services) and the two excess insurers [American
Alliance and St. Paul] in the United States District Court for the District of
New Jersey. American Alliance and St. Paul were in dispute with the Company
because they claim that the Company did not timely submit the appropriate
application. As a result, American Alliance refused to issue a policy and St.
Paul, which issued a policy, has refused to cover the class actions described
above. In April 1999, the Company reached a settlement of this action, as a
result of which American Alliance issued the Excess Director's and Officer's
Insurance Policy; the Company agreed that claims arising prior to the date of
the policy were not covered by the policy and the parties reserved all of their
arguments and positions with respect to any other coverage issues including
those that resulted from the Consolidated and Amended Class Action Complaint
referred to above.
On June 24, 1999 American Alliance filed a complaint in the United States
District Court for the Southern District of New York seeking a declaratory
judgment that it is not liable under its policy for the claim asserted in the
amended class complaint as the derivative complaint. The Company intends to
vigorously defend against the American Alliance action and intends to move to
dismiss that action. On July 9, 1999 the Company filed its own declaratory
judgment action against American Alliance and St. Paul in the United States
District Court for the District of New Jersey seeking a declaration that the
claims asserted in the Consolidated Complaint in the Class Action and in the
Derivative Action are covered by the Excess Director's and Officer's Insurance
Policies. On August 4, 1999, the District Judge in New Jersey administratively
terminated the Company's action until the previously filed New York Action was
resolved or dismissed. Thereafter, the Company filed an answer and counterclaim
in the New York Action seeking the same relief as it sought in its complaint in
the New Jersey Action. Both American Alliance and the Company each requested
leave from the Judge in the New York Action to make a motion for summary
judgment and to dismiss the complaint, respectively. Instead, since any decision
on the scope of coverage of the excess policies will, in large part, depend upon
whether the Class Action complaint is dismissed, in whole or in part, the
District Judge in the New York Action decided to hold in abeyance any action on
American Alliance's complaint and Milestone's answer and counterclaim until a
decision is rendered by the District Court in New Jersey in the Class Action.
CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION
Limitation of Director Liability; Indemnification
Our Certificate of Incorporation provides that a director will not be
personally liable to us or to our stockholders for monetary damages for breach
of the fiduciary duty of care as a director, including breaches which constitute
gross negligence. This provision does not eliminate or limit the liability of a
director (i) for breach of his or her duty of loyalty to us or to our
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law (relating to unlawful payments or dividends
or unlawful stock repurchases or redemptions), (iv) for any improper benefit or
(v) for breaches of a director's responsibilities under the Federal securities
laws.
Our Certificate of Incorporation also provides that we indemnify and hold
harmless each of our directors and officers to the fullest extent authorized by
the Delaware General Corporation Law, against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes or
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penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith.
Section 203 of Delaware General Corporation Law
Section 203 of the Delaware General Corporation Law prohibits us from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the transaction is approved in a
prescribed manner. As a result, potential acquirors may be discouraged from
attempting to effect acquisition transactions with us thereby possibly depriving
our stockholders of certain opportunities to sell or otherwise dispose of their
securities at above-market prices pursuant to such transactions.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons pursuant to
our Certificate of Incorporation, Bylaws and the Delaware General Corporation
Law, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy and is, therefore,
unenforceable.
LEGAL MATTERS
Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York, New York
10022 will deliver an opinion that the issuance of the shares covered by this
Prospectus has been approved by our Board of Directors and that such shares,
when issued, will be fully paid and non-assessable under Delaware law. Members
of and counsel to Morse, Zelnick, Rose & Lander, LLP own, in the aggregate, the
following securities: 168,083 shares of our Common Stock; options or warrants to
purchase 152,286 shares of our Common Stock, all of which are currently
exercisable; and warrants to purchase 83,333 units, each unit consisting of one
share of our Common Stock and a warrant to purchase one share of our Common
Stock.
EXPERTS
Our financial statements for the year ended December 31, 1999 incorporated
in this Prospectus by reference to the Form 10-KSB have been so incorporated in
reliance on the report of Grant Thornton LLP, independent accountants, given on
the authority of such firms as experts in accounting and auditing.
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================================================================================
2,127,873 Shares
Common Stock
MILESTONE SCIENTIFIC INC.
----------
PROSPECTUS
----------
June 16, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the issuance and distribution of the
securities being registered hereunder other than underwriting commissions and
expenses, are estimated below. The Selling Stockholders will not pay any of
these expenses.
SEC Registration Fee ..................................... $ 1,439.51
Printing expenses ........................................ $ 2,500.00
Accounting fees and expenses ............................. $10,000.00
Legal fees and expenses .................................. $15,000.00
Miscellaneous expenses ................................... $ 6,060.49
----------
Total ............................................... $35,000.00
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify the officers and directors of the Company, under certain
circumstances and subject to certain conditions and limitations as stated
therein, against all expenses and liabilities incurred by or imposed upon them
as a result of suits brought against them as such officers and directors if they
act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful.
The Company's certificate of incorporation provides as follows:
"NINTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
TENTH: (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any
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such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the General Corporation Law requires,
the payment of such expenses incurred by a director or officer (in his or her
capacity as a director or officer and not in any other capacity in which service
was or is rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the
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Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law."
Item 16. Exhibits
Exhibit No. Description
----------- -----------
4.1 Specimen Stock Certificate*
4.2 Form of Purchase Agreement dated March 2, 1999**
4.3 Form of 3% Senior Convertible Note dated March 2, 1999**
4.4 Form of Registration Rights Agreement dated March 2, 1999**
4.5 Form of Purchase Agreement dated January 31, 2000
4.6 Form of Registration Rights Agreement dated January 31, 2000.
4.7 Form of Security Agreement dated January 31, 2000.
4.8 Form of Agreement to convert 3% Senior Convertible Notes dated
January 31, 2000.
4.9 Form of Warrant dated January 31, 2000.
4.10 Form of 10% Senior Promissory Note dated January 31, 2000.
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP as to legality
of the securities being registered
23.1 Consent of Grant Thornton LLP
23.2 Consent of Morse, Zelnick, Rose & Lander, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
-------------
* Incorporated by reference to the Company's registration statement on Form
SB-2 No. 33-92324.
** Previously filed with the Company's registration statement on Form S-3,
No. 333-76497.
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<PAGE>
Item 17. Undertakings
A. The undersigned Registrant hereby undertakes to:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
B. 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 of 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 Act and will be governed by the final adjudication of
such issue.
C. The 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 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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.
WITHDRAWAL OF SHARES FROM REGISTRATION
Milestone Scientific, Inc. hereby withdraws from registration under the
Securities Act of 1993, as amended, 102,984 shares previously covered by
Registration Statement No. 333-76497. These shares were registered for possible
issuance in payment of interest on Milestone's 3% Convertible Notes. These notes
have now been fully paid and satisfied and the shares are no longer issuable for
that purpose.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 to be signed on its behalf by the undersigned, thereunto
duly authorized in New York, New York on the 15th day of June, 2000.
MILESTONE SCIENTIFIC INC.
By: /s/ Leonard Osser
------------------------------------
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leonard Osser, Stephen A. Zelnick, or either one
of them, 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 and all pre- or post-effective 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, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on June 15, 2000.
Signatures Title
---------- -----
/s/ Leonard Osser Chairman and Chief Executive Officer
---------------------------
Leonard Osser
/s/ Thomas Stuckey Chief Financial Officer
---------------------------
Thomas Stuckey
/s/ Mitchell Kuhn President and Chief Operating
--------------------------- Officer and Director
Mitchell Kuhn
/s/ Stephen A. Zelnick Director
---------------------------
Stephen A. Zelnick
/s/ Paul Gregory Director
---------------------------
Paul Gregory
/s/ Louis I. Margolis Director
---------------------------
Louis I. Margolis
/s/ Leonard M. Schiller Director
---------------------------
Leonard M. Schiller
/s/ Daniel R. Martin Director
---------------------------
Daniel R. Martin
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