Registration No.: 33-______
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BCAM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-3228375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 WALT WHITMAN ROAD 11747
MELVILLE, NEW YORK
(Address of Principal Executive Offices) (Zip Code)
-------------------------------------------
BCAM INTERNATIONAL, INC.
1995 STOCK OPTION PLAN
(Full title of the plan)
-------------------------------------------
MICHAEL STRAUSS
Chairman of the Board
BCAM International, Inc.
1800 Walt Whitman Road
Melville, New York 11747
(Name and address of agent for service)
(516) 752-3550
(Telephone number, including area code, of agent for service)
Copy to:
BARRY R. SHAPIRO, ESQ.
Rivkin, Radler & Kremer
EAB Plaza
Uniondale, New York 11556-0111
(516) 357-3000
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(Cover continued on next page)
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
====================================================================================================================================
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit(1) price(1) fee
- ---------------------- ----------------------- --------------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
Common 2,000,000 $1.015625 $2,031,250 $700.43
Stock, $.01
par value
====================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rules 457(c) and 457(h) solely for the purpose of
calculating the amount of the registration fee based upon the average
of the high and low per share prices of the Common Stock on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") Small Cap Market on January 16, 1996.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 to register shares of Common Stock issuable upon the
exercise of options granted under the Registrant's 1995 Stock Option Plan (the
"Plan"). Under cover of this Form S-8 is a Reoffer Prospectus prepared in
accordance with the requirements of Part I of Form S-3. The S-3 Reoffer
Prospectus may be utilized for reofferings of Common Stock acquired by certain
Selling Stockholders through the exercise of outstanding options granted under
the Plan.
<PAGE>
REOFFER PROSPECTUS
BCAM INTERNATIONAL, INC.
PRINCIPAL EXECUTIVE OFFICE
1800 WALT WHITMAN ROAD
MELVILLE, NEW YORK 11747
(516) 752-3550
--------------------------------
2,000,000 SHARES OF COMMON STOCK
PAR VALUE $0.01 PER SHARE
--------------------------------
The shares of Common Stock, par value $0.01 per share (the
"Common Stock") of BCAM International, Inc. (the "Company") offered hereby are
being sold by certain officers or key employees of the Company or one or more of
its subsidiaries (the "Selling Stockholders"), who are offering or may offer a
maximum of 2,000,000 shares of Common Stock (the "Shares") which may be acquired
by them from time to time from the Company upon the exercise of options to
purchase such Shares granted to the Selling Stockholders by the Company pursuant
to the Company's 1995 Stock Option Plan, as amended. See "Selling Security
Holders."
THESE SECURITIES ARE SUBJECT TO A HIGH DEGREE OF RISK. SEE "RISK FACTORS."
It is anticipated that the Shares may be offered for sale by
one or more of the Selling Stockholders, in their discretion, on a delayed or
continuous basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the Boston Stock Exchange, the NASDAQ or in
negotiated transactions. Such transactions may be effected directly by the
Selling Stockholders, each acting as principal for his own account.
Alternatively, such transactions may be effected through brokers, dealers or
other agents designated from time to time by the Selling Stockholders, and such
brokers, dealers or other agents may receive compensation in the form of
customary brokerage commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders also may pledge Shares as
collateral and such Shares could be resold pursuant to the terms of such
pledges. The Selling Stockholders, brokers who execute orders on their behalf
and other persons who participate in the offering of the Shares on their behalf
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"), and a portion of the
proceeds of sales and commissions or concessions therefore may be deemed
underwriting compensation for purposes of the Securities Act. The Company will
not receive any part of the proceeds from the sale of Shares by the Selling
Stockholders.
(continued on next page)
The date of this Prospectus is January 26, 1996
<PAGE>
The Company will pay all costs and expenses incurred in
connection with the registration of the Shares under the Securities Act,
estimated to be $5,000. The Selling Stockholders will pay the costs associated
with any sales of Shares, including any discounts, commissions and applicable
transfer taxes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to
make any representations not contained in this Prospectus in connection with the
offering made by this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy the securities to which this
Prospectus relates in any jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of the Company
since the date hereof or since the date as of which information is set forth
herein.
2
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission"), Washington, D.C., a Registration Statement on
Form S-8 under the Securities Act relating to the shares of its Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement. The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements, information
statements and other information with the Commission. For further information,
reference is made to the Registration Statement, including the exhibits filed as
a part thereof, and to such reports, proxy statements, information statements
and other information, which may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at the Midwest Regional Office at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at the Northeast Regional Office at 7 World
Trade Center, Suite 1300, New York, NY 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549, at prescribed rates. The Company's common stock is listed on the NASDAQ
Small Cap Market and on the Boston Stock Exchange. Certain reports, proxy
statements and other information concerning the Company can be inspected at the
Boston Stock Exchange, One Boston Place, Boston, Massachusetts 02108, and at the
NASD, 1735 K Street, N.W., Washington, DC 20006.
RISK FACTORS
An investment in the securities offered hereby is speculative
in nature, involves a high degree of risk, and should not be made by any
investor who cannot afford the loss of his entire investment. Each prospective
purchaser should carefully consider the following risks, as well as others
described elsewhere in the Prospectus, before making an investment.
1. LIMITED OPERATING HISTORY; LOSSES; ACCUMULATED DEFICIT.
Although the Company was formed in 1984, it did not commence providing
consulting services on a significant basis until 1986. The Company reported a
net loss of $1,243,960 for the nine-month period ended September 30, 1995 and of
$2,388,953 for the fiscal year ended December 31, 1994. For the fiscal year
ended December 31, 1993, the Company reported a net loss of $595,012. At
September 30, 1995, the Company had an accumulated deficit of $11,241,630. The
Company's operations are subject to numerous risks associated with the
establishment and development of a new business. Current levels of revenue from
licensing its technology and the reduction of revenue from the Company's
ergonomic workplace assessment and traditional ergonomic consulting services
have contributed to the Company's current losses. The historic losses will
continue until the Company increases the sales of these services and the
licensing of its technology. The Company is reviewing its sales and marketing
plans and working with existing licensees to expedite product development in
order to expedite the opportunities to receive revenue. There can be no
assurance that sales or licensing revenue will be materially increased so as to
cause the Company to operate at a profit. The Company expects ordinary expenses
of approximately $200,000 a month for
3
<PAGE>
fiscal 1996. This amount is the minimum fixed cost required to service the
Company's existing contracts. The costs are fixed costs and until the Company
can increase its revenue to such levels, it will continue to operate at a loss.
2. NO ESTABLISHED MARKETS. The Company's products and services
are not widely used at this time and the Company must educate its customers and
potential customers as to the value of its services and technology. There can be
no assurance the Company's clients or potential clients will find ergonomic
consulting services or products of the type provided or proposed to be provided
by the Company desirable or of economic value.
3. RISKS OF EXPANSION. The Company has incurred and continues
to incur significant costs to retain qualified management personnel, engineers,
scientists and ergonomists, and for marketing and promotional activities. The
Company's expenses may exceed its revenues until such time, if ever, as the
volume and profitability of its business increase to the extent necessary to
offset these expenses. The Company may also incur increased expenses related to
services performed for particular clients prior to receipt of any fees from such
clients and, accordingly, may experience further decreases in its available cash
during the early stages of expansion.
4. DEPENDENCE ON MAJOR CUSTOMERS. During the fiscal year ended
December 31, 1993, McCord Winn Textron, Inc. and U.S. Surgical Corp. accounted
for 44% and 6%, respectively, and 50%, in the aggregate, of the Company's net
revenue. During the fiscal year ended December 31, 1994, an Indonesian
government agency, Aircraft Industry of Indonesia, Reebok International Ltd.
("Reebok") and Lumex, Inc. together accounted for 59%, 17% and 9%, respectively,
and 85%, in the aggregate, of the Company's net revenue. During the fiscal year
ended December 31, 1995, BE Aerospace Inc., Remington Arms Company, Inc. and
Reebok accounted for 29%, 12% and 11% respectively, and 52% in the aggregate, of
the Company's net revenue. Since the Company is often retained to consult with
respect to particular problems or to present seminars or training sessions, it
is typically retained by a client for a limited period of time and the Company's
services may not be needed after the completion of such assignment. No assurance
can be given that the Company will continue to be retained by any of its major
clients beyond the current project or that such clients will retain the Company
for any future services.
5. EFFECT OF STATE OF ECONOMY. The market for the Company's
services may be adversely affected by a recession or other economic downturn.
The services provided by the Company are usually new services not previously
budgeted by potential customers. During an economic recession, such services may
be considered discretionary and delays in commencing ergonomic programs are
possible. In addition, clients currently using the Company's services could
decide to reduce their commitment for future use of such services as the economy
worsens or the market for their products and services is reduced.
6. GROWTH LIMITATIONS INHERENT IN SERVICE PORTION OF BUSINESS.
The specialized ergonomic services typically provided by the Company require
significant time and attention of the Company's technical personnel.
Accordingly, the Company's ability to deliver such specialized services is
4
<PAGE>
limited by the relatively few qualified personnel employed by the Company at any
given time to perform these services.
7. FIXED PRICE CONTRACTS. The services provided by the Company
are often offered to clients on a fixed price basis. In setting its price for
services, the Company seeks to estimate the man hours that will be required to
provide the services. To the extent that the Company underestimates the man
hours that will be required, the Company could realize a loss on any particular
contract or contracts. In addition, in certain circumstances, the Company may
seek to establish a relationship with a particular client by offering to provide
services based upon an hourly rate which does not reflect the full cost to the
Company of providing these services. With respect to any contracts entered into
at such hourly rates, the Company will have additional exposure to losses.
8. LIMITED RIGHTS TO CERTAIN PRODUCTS. In certain cases, the
Company may develop products for its clients in response to a specific request
of such client. In such cases, the client may fund all or a significant portion
of the Company's research and development costs. The commercial rights to any
products developed as a result of such efforts typically belong to the Company's
clients and not the Company. Although the Company believes that it otherwise
owns the rights to develop any products derived from work performed, including
certain products under development by the Company, no assurance can be given
that any client which has retained the Company will not in the future assert the
right to restrict the Company's activities with respect to any technology
developed or claim rights to products sought to be commercialized by the
Company.
9. LACK OF PATENT PROTECTION; RELIANCE ON TRADE SECRET AND
COPYRIGHT PROTECTION. Although the Company has obtained eight United States
patents and has filed seven additional United States patent applications, there
can be no assurance that its software programs are entitled to patent protection
or that the claims in the pending patent applications otherwise will issue as
patents, that any issued patent will provide the Company with significant
competitive advantages, or that challenges will not be instituted against the
validity or enforceability of any patents owned by the Company or, if
instituted, that such challenges will not be successful. The cost of litigation
to uphold the validity of a patent and prevent infringement can be substantial
even if the Company prevails. Furthermore, there can be no assurance that others
will not independently develop similar technologies, duplicate the Company's
technology or design around the patented aspects of the Company's technology or
that the Company will not infringe patents or other rights owned by others. If
patents do not issue from present or future patent applications, the Company may
be subject to greater competition.
With the exception of two of its training manuals which were
developed for the U.S. Department of Labor and are not copyrightable, the
Company's training manuals and materials and its principal proprietary software
programs have been copyrighted by the Company and accordingly are protected to
the extent provided under the United States copyright laws. These laws provide
only limited protection, however, since they do not protect the "ideas" or
"concepts" reflected in such materials or software, but only protect the
expression of the "ideas" or "concepts" contained therein. While the Company
employs contractual arrangements with its
5
<PAGE>
employees, consultants and customers, and implements various measures to
maintain "trade secret" protection for its products in an attempt to maintain
the proprietary nature of its products, there can be no assurance that these
measures will be successful. Accordingly, there is no assurance that competitors
may not develop products, materials or software which perform similar or
identical functions as the Company's products, training materials or proprietary
software without infringing upon the Company's copyrights or violating trade
secret laws. The legal and factual issues arising in copyright or trade secret
litigation are often both complex and unclear and any attempt to enforce the
Company's rights thereunder will face both the high cost of litigation and the
uncertainty of the result.
10. GOVERNMENT REGULATION. The Company does not believe that
its present and currently proposed activities are generally subject to any
material government regulation in the United States or other countries. It is
possible that certain products developed by the Company in the future as an
adjunct to its principal ergonomics business, might be deemed under new
legislation or regulations to be "medical devices" or otherwise be subject to
the jurisdiction of the Federal Food and Drug Administration or similar
agencies. In the event that any product is subject to such governmental
regulation, the Company will be required to obtain necessary approvals which
could delay or, in certain circumstances, even prevent the introduction to the
marketplace of such product and result in significant additional expense. The
Company cannot predict the extent to which it may be affected by legislative and
other regulatory developments under the Occupational Safety and Health Act or
otherwise.
11. RETENTION OF KEY PERSONNEL; LIMITED MANAGEMENT EXPERIENCE.
There can be no assurance that the Company will be able to retain the services
of its key personnel and the loss of the services of its key personnel could
have a material adverse effect on the Company's business and prospects. On
February 9, 1995, Dr. Clifford M. Gross, the Company's Chairman of the Board and
Chief Executive Officer, resigned his positions with the Company effective
February 16, 1995 in order to pursue other interests. Dr. Gross is a consultant
to the Company. On February 16, 1995, Michael Strauss, the President and Chief
Operating Officer, was elected to the additional positions of Chairman of the
Board of Directors and Chief Executive Officer. On February 16, 1995, Robert
Wong, a current director, was appointed Vice Chairman and Chief of Technology.
The Board of Directors believes that Mr. Strauss and Mr. Wong possess the
operational, technical and management skills needed by the Company to further
the Company's proprietary biomechanics technology, and therefore the Board does
not believe Dr. Gross's resignation will have a material adverse effect on the
Company. During the past three years six other directors have resigned.
12. COMPETITION. Other companies or agencies may, in the
future, engage in the development of particular services that are competitive
with the Company's services. The Company expects that increased competition from
a wide variety of sources is likely to arise as, if and when the Company is
successful in expanding the market for its services and if ergonomics becomes
accepted as a means of promoting economic efficiency. It is likely that some of
such competitors will have significantly greater financial, technical and other
resources than the Company. Many of the large industrial companies that form the
primary market for the Company's services may also seek to
6
<PAGE>
develop or have already developed their own ergonomic programs. To the extent
that the Company provides training programs or manuals to any of such clients,
the need by such clients of the Company's consulting services may decline.
Similar services may also be supplied by universities, hospitals or insurance
companies, government agencies or other entities, many of which may have
substantially greater financial and other resources than the Company.
13. POTENTIAL LIABILITY; INSURANCE COVERAGE. The Company may
be exposed to claims for liability arising out of injuries, property damage or
other losses suffered in connection with services provided or designed by the
Company. The Company currently has liability insurance for such losses, with a
combined single limit of $5,000,000. There can be no assurance that it will be
able to maintain such coverage or obtain additional coverage, at a reasonable
cost or otherwise, or that the coverage that it has or that it may obtain will
be sufficient to cover any and all claims. Although no claims have been asserted
to date, in the event that a claim is successfully asserted against the Company,
such claim could have a material adverse effect on the Company.
14. DILUTION. Purchasers of the Common Stock offered hereby
risk immediate and substantial dilution because the net tangible book value per
share of Common Stock will decline upon the exercise of certain outstanding
options and warrants.
15. CONTROL BY PRE-IPO STOCKHOLDERS. The stockholders who
acquired their shares prior to the IPO, including Dr. Clifford M. Gross and
members of his family ("Pre-IPO Stockholders") beneficially own 958,008 shares
of Common Stock, or approximately 6.4% of the outstanding Common Stock of the
Company, based upon their most recent filings with the Commission. Since the
holders of Common Stock do not have cumulative voting rights, the Pre-IPO
Stockholders are in a position to substantially influence the election of all of
the directors of the Company and to control the Company's affairs. Subsequent to
the issuance of the Common Stock, the exercise of the remaining Class D
Warrants, and the exercise of the balance of the Finder's Option and all
Warrants in connection therewith and assuming no exercise of any other options
or warrants, the Pre-IPO Stockholders will beneficially own 6.4% of all
outstanding shares of voting stock, before any exercise of the Class C Warrants
issued in the 1991 Private Placement and the Underwriter's Unit Purchase Option.
16. OUTSTANDING OPTIONS. As of December 1, 1995, in addition
to the 8,095 shares of Common Stock issuable upon exercise of the balance of the
Finder's Option (and the exercise of all warrants in connection therewith) and
the 81,000 treasury shares that may be issued, the Company had outstanding
807,659 Class B Warrants, in turn exercisable for 969,191 shares of Common
Stock, 491,588 Class E Warrants to purchase 540,745 shares of Common Stock, the
Underwriter's Unit Purchase Option to purchase 97,178 Units at $4.35 per Unit,
as adjusted, 194,356 Class A Warrants exercisable for 233,227 shares of Common
Stock and 194,356 Class B Warrants exercisable for 233,227 shares of Common
Stock issuable upon the exercise of the aforementioned Class A Warrants. The
Company has also granted options under certain stock option plans to purchase an
aggregate of 2,484,500 additional shares of its Common Stock (net of exercises
and cancellations, of which options for 25,000 shares were granted prior to the
IPO) at exercise prices
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<PAGE>
ranging from $0.922 to $3.219 per share. In addition, the Company has granted to
its non-management directors other options to purchase an aggregate of 262,500
shares of its Common Stock at exercise prices ranging from $0.922 to $1.688 per
share. In addition, the Company has granted, to certain consultants, outside of
stock option plans, options to purchase an aggregate of 305,000 shares of Common
Stock at exercise prices ranging from $1.047 to $1.516 per share. Holders of the
Finder's Option and such other options and warrants are likely to exercise them
when, in all likelihood, the Company could obtain additional capital on terms
more favorable than those provided by such Finder's Option, other options or
warrants. Further, while such options and warrants are outstanding, they may
adversely affect the terms on which the Company could obtain additional capital.
17. FUTURE SALES OF COMMON STOCK. All the Company's shares of
Common Stock currently outstanding and owned by its Pre-IPO Stockholders and
other affiliates of the Company are "restricted securities" as that term is
defined in Rule 144 under the Securities Act, and under certain circumstances
may be sold without registration pursuant to that Rule. In general, under Rule
144, a person who has satisfied a two-year holding period may, under certain
circumstances, sell within any three month period a number of shares of Common
Stock which does not exceed the greater of 1% of the then outstanding shares of
Common Stock or the average weekly trading volume in such shares during the four
calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity or other limitation by a
person who is not an affiliate of the Company and who has satisfied a three-year
holding period. All of such outstanding shares have satisfied the Rule 144
two-year holding period requirement and, accordingly, are eligible for sale at
any time. Any substantial sale of restricted securities pursuant to Rule 144 may
have an adverse effect on the market price of the Common Stock. To maintain its
listing on the NASDAQ Small Cap Market, the Company must have total assets of at
least $2 million, capital and surplus of at least $1 million and a minimum bid
price of $1 per share; provided, however, the $1 minimum bid price per share is
not applicable if the Company maintains a public float of $1 million and capital
and surplus of $2 million. Although the Company currently meets these
requirements, in the event the Company continues to sustain losses, at some
point in the future, it will not meet the above described standards and the
Common Stock would be delisted from NASDAQ which could adversely affect the
market price of the Common Stock.
18. MARKET OVERHANG. Future sales of outstanding Common Stock
under Rule 144 or otherwise could depress the market price of the Company's
Common Stock. Further, the options and warrants presently outstanding could
further adversely affect the market for the Common Stock. Any sale of the Common
Stock acquired pursuant to the options and warrants could depress the market
price of the Common Stock.
19. NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES. The
Company has not registered the shares offered hereby in all jurisdictions.
The Company has no obligation to effect any such registration or
qualification in all jurisdictions. If the Company elects to attempt such
registration or qualification, no assurances can be given that the Company
will be able to effect any required registration or qualification. The
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Company has qualified the offering in the following states: New York,
Massachusetts, Rhode Island and Pennsylvania.
20. NO DIVIDENDS. The Company has paid no cash dividends on
its Common Stock since its inception and does not anticipate paying cash
dividends on its Common Stock in the foreseeable future.
THE COMPANY
BCAM International, Inc., a New York corporation (formerly
Biomechanics Corporation of America prior to a name change effected on June 22,
1995), and its subsidiaries, BCAM Technologies, Inc. (formerly BCA Associates,
Inc.), and BCA Services, Inc. (formerly ErgoRisk Services, Inc.), provide a
broad range of consulting services, primarily to manufacturing companies, using
principles of ergonomics and biomechanics. These principles combine elements of
engineering and physical medicine in the design and redesign of customer
products, tools and manufacturing processes which are better suited to or more
compatible with the human body. As part of its consulting services, the Company
utilizes computer analysis and certain proprietary technology to quantify forces
acting on the human body as it engages in particular activities.
The services provided by the Company and its subsidiaries
consist of (i) intelligent product services, (ii) ergonomic workplace assessment
services by its subsidiary, BCA Services, Inc., and (iii) traditional ergonomic
consulting services. These services presently account for substantially all
revenues generated by the Company, and generally are provided under fixed price
contracts.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares.
SELLING SECURITY HOLDERS
The following persons are officers or key employees of the
Company or one or more of its subsidiaries, each of whom is eligible to sell
pursuant to this Prospectus the number of Shares set forth opposite his name in
the table below.
<TABLE>
<CAPTION>
BENEFICIAL
SELLING BENEFICIAL OWNERSHIP MAXIMUM OFFERED OWNERSHIP AFTER
STOCKHOLDERS BEFORE OFFERING (1) HEREBY (2) OFFERING (3)
- ----------------------- -------------------- --------------- ---------------
<S> <C> <C> <C>
Michael Strauss 1,000,000 1,000,000 0
Chairman of the
Board of Directors
and Chief Executive
Officer
Robert P. Wong 500,000 500,000 0
Vice Chairman and
Chief Technology
Officer
</TABLE>
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<TABLE>
<CAPTION>
BENEFICIAL
SELLING BENEFICIAL OWNERSHIP MAXIMUM OFFERED OWNERSHIP AFTER
STOCKHOLDERS BEFORE OFFERING (1) HEREBY (2) OFFERING (3)
- ----------------------- -------------------- --------------- ---------------
<S> <C> <C> <C>
Daniel Benjamin 150,000 150,000 0
Chief Financial
Officer and
Corporate Secretary
David West 100,000 100,000 0
Vice President,
Marketing & Sales
Joel L. Gold 107,500 57,500 50,000
Director
Lawrence N. Cohen 60,000 60,000 0
Director
Julian H. Cherubini 25,000 25,000 0
Director
Glenn F. Santmire 25,000 25,000 0
Director
</TABLE>
(1) Assumes the exercise of all options held as of December 31, 1995 to
purchase Shares granted to the Selling Stockholders pursuant to the
Company's 1995 Stock Option Plan, as amended.
(2) This statement of Maximum Offered Hereby does not constitute a
commitment to sell the number of shares of Common Stock listed. The
number of shares of Common Stock offered shall be determined from time
to time by each Selling Stockholder in his or her sole discretion.
(3) Assumes that the Maximum Offered Hereby is sold by each of the Selling
Stockholders.
PLAN OF DISTRIBUTION
It is anticipated that the Shares may be offered for sale by
one or more of the Selling Stockholders in their discretion, on a delayed or
continuous basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the National Association of Securities Dealers
Automated Quotation System or in negotiated transactions. Such transactions may
be effected directly by the Selling Stockholders, each acting as principal for
his own account. Alternatively, such transactions may be effected through
brokers, dealers or other agents designated from time to time by the Selling
Stockholders and such brokers, dealers or other agents may receive compensation
in the form of customary brokerage commissions or concessions from the Selling
Stockholders or the purchasers of the Shares. The Selling Stockholders also may
pledge Shares as collateral and such Shares could be resold pursuant to the
terms of such pledges. The Selling Stockholders, brokers who execute orders on
their behalf and other persons who participate in the offering of the Shares on
their behalf may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and a portion of the proceeds of sales and
commissions or concessions may
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<PAGE>
therefore be deemed underwriting compensation for purposes of the Securities
Act. The Company will not receive any part of the proceeds from the sale of
Shares by the Selling Stockholders.
LEGAL MATTERS
Certain legal matters relating to the issuance of the Shares
offered hereby have been passed upon for the Company by Rivkin, Radler & Kremer,
Uniondale, New York.
EXPERTS
The consolidated financial statements of BCAM International,
Inc. (formerly Biomechanics Corporation of America) appearing in BCAM
International, Inc.'s Annual Report (Form 10-KSB) for the year ended December
31, 1994, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report of Ernst & Young LLP, pertaining to such
financial statements given upon the authority of such firm as experts in
accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, previously filed by the Company (File
No. 0-18109) with the Commission under the Exchange Act are incorporated by
reference in this Prospectus and made a part hereof:
(1) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, as amended by Form 10-KSB/A, dated April 27, 1995, and filed
on April 28, 1995;
(2) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1995;
(3) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995;
(4) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, as amended by Form 10-QSB/A;
(5) The Form 8-K filed on July 10, 1995;
(6) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the Company's fiscal year ended December
31, 1994; and
(7) The description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form 8-A filed on October
29, 1989 pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold
11
<PAGE>
shall be deemed to be incorporated by reference into 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 all or a portion of which is incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
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 amended, to constitute a part of this
Registration Statement.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents that have been or may be
incorporated by reference into this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to BCAM
International, Inc., 1800 Walt Whitman Road, Melville, New York 11747,
Attention: Daniel Benjamin, Chief Financial Officer and Secretary, (516)
752-3550.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Sections 721 through 725 of the New York Business Corporation
Law provide that New York corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by a third
party or in the right of the corporation by reason of the fact that they were or
are such directors, officers, employees or agents, against expenses incurred in
such actions, suits or proceedings. Article Seventh of the Company's Restated
Certificate of Incorporation provides for indemnification of directors and
officers of the Company generally in accordance with New York law.
Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements with its directors and officers providing
for indemnification for actions, suits or proceedings brought against them by a
third party or in the right of the corporation, by reason of the fact that they
were or are such directors or officers, against expenses incurred in such
actions, suits or proceedings, provided, however, that no such indemnification
may be provided if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
Under Section 722(a), the corporation may indemnify any person
made, or threatened to be made, a party to an action or proceeding (other than
an action by or in the right of the corporation to procure a judgment in its
favor) brought against him by reason of the fact that he, his testator or
intestate was a director or officer of the corporation, or served another
corporation, partnership, joint venture, trust, employee benefit plan or
12
<PAGE>
other enterprise in any capacity at the request of the corporation.
Indemnification may be given for judgments, fines, amounts paid in settlement
and reasonable expenses, including attorney's fees, if such director or officer
is shown to have acted in good faith, in furtherance of a purpose believed to be
in the best interests of the corporation, and, in the case of a criminal action
or proceeding, to have had no reason to believe such conduct was unlawful.
Under Section 722(c), the corporation may indemnify any person
made, or threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he,
his testator or intestate is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
any other corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action, or in connection with an appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim, issue or matter as to which such persona shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Indemnification may be by court order under Section 724 or by
approval of the corporation in the manner set forth in the statute. Under
Section 723(a), success on the merits or otherwise entitles the director or
officer to indemnification as authorized in Section 722. If not wholly
successful, indemnification shall be made by the corporation only if a quorum of
the board, not including parties to the action, finds that the standards of
Section 722 have been met. If a quorum cannot be obtained or, even if
obtainable, a quorum of disinterested directors so direct, approval may be by
the board upon (i) the opinion of independent legal counsel or (ii) a
determination by the shareholders that the standards of conduct have been met by
the director or officer. Expenses may be paid in advance of the final
disposition of an action upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount as and to the extent, required by
Section 725(a). Under Section 724, if the corporation fails to provide
indemnification, the director or officer may apply to the court and may receive
indemnification to the extent authorized under Section 722. Where
indemnification is sought by judicial action, the court may allow a person such
reasonable expenses, including attorneys' fees, during the pendency of the
litigation as are necessary in connection with that person's defense, if the
court finds that the defendant has by their pleadings or during the cause of the
litigation raised grave issues of fact or law. All expenses incurred in
defending an action or proceeding which are advanced by the corporation
13
<PAGE>
under 723(c) or allowed by a court under 724(c) shall be repaid in case the
person receiving such advancement or allowance is ultimately found not to be
entitled to indemnification, or whose indemnification is granted, to the extent
the expenses so advanced by the corporation or allowed by the court exceed the
indemnification to which he is entitled. Indemnification may not be made if it
is inconsistent with the corporation's certificate of incorporation, by-laws,
board resolutions, shareholder resolutions an agreement or other corporation
action, in effect at the time of the accrual of the alleged cause of action in
which the expenses were incurred, which prohibits or otherwise limits
indemnification; or the indemnification would be inconsistent with a condition
imposed by the court in approving a settlement.
The New York Business Corporation Law permits a corporation
through its certificate of incorporation to prospectively eliminate or limit the
personal liability of its directors to the corporation or its shareholders for
damages for breach of fiduciary duty as a director, provided that no
indemnification may be made if a judgment establishes that his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he personally
gained a financial profit or other advantage to which he was not legally
entitled. The Company's Restated Certificate of Incorporation exonerates its
directors from personal liability to the extent permitted by this statutory
provision.
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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
14
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b)(1) of the Securities Act, the
documents containing the information with respect to the BCAM International,
Inc. 1995 Stock Option Plan, as amended (the "Plan"), will be distributed to
holders of stock options granted under the Plan. Such documents need not be
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference herein in the
Registration Statement pursuant to Item 3 of Part II below, taken together,
constitute a prospectus that meets the requirements of Section 10(A) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed by the Company (File
No. 0-18109) with the Commission under the Exchange Act are incorporated by
reference in this Registration Statement and made a part hereof:
(1) the Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, as amended by Form 10-KSB/A, dated April 27, 1995, and filed
on April 28, 1995;
(2) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1995;
(3) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1995;
(4) the Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1995, as amended by Form 10-QSB/A;
(5) the Form 8-K filed on July 10, 1995;
(6) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the Company's fiscal year ended December
31, 1994; and
(7) the description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form 8-A filed on October
29, 1989 pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold
II - 1
<PAGE>
shall be deemed to be incorporated by reference into 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 all or a
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which 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 amended, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721 through 725 of the New York Business Corporation
Law provide that New York corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by a third
party or in the right of the corporation by reason of the fact that they were or
are such directors, officers, employees or agents, against expenses incurred in
such actions, suits or proceedings. Article Seventh of the Company's Restated
Certificate of Incorporation provides for indemnification of directors and
officers of the Company generally in accordance with New York law.
Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements with its directors and officers providing
for indemnification for actions, suits or proceedings brought against them by a
third party or in the right of the corporation, by reason of the fact that they
were or are such directors or officers, against expenses incurred in such
actions, suits or proceedings, provided, however, that no such indemnification
may be provided if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.
Under Section 722(a), the corporation may indemnify any person
made, or threatened to be made, a party to an action or proceeding (other than
an action by or in the right of the corporation to procure a judgment in its
favor) brought against him by reason of the fact that he, his testator or
intestate was a director or officer of the corporation, or served another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the corporation. Indemnification
may be given for judgments, fines, amounts paid in settlement
II - 2
<PAGE>
and reasonable expenses, including attorney's fees, if such director or officer
is shown to have acted in good faith, in furtherance of a purpose believed to be
in the best interests of the corporation, and, in the case of a criminal action
or proceeding, to have had no reason to believe such conduct was unlawful.
Under Section 722(c), the corporation may indemnify any person
made, or threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he,
his testator or intestate is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
any other corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action, or in connection with an appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification under this paragraph shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim, issue or matter as to which such persona shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Indemnification may be by court order under Section 724 or by
approval of the corporation in the manner set forth in the statute. Under
Section 723(a), success on the merits or otherwise entitles the director or
officer to indemnification as authorized in Section 722. If not wholly
successful, indemnification shall be made by the corporation only if a quorum of
the board, not including parties to the action, finds that the standards of
Section 722 have been met. If a quorum cannot be obtained or, even if
obtainable, a quorum of disinterested directors so direct, approval may be by
the board upon (i) the opinion of independent legal counsel or (ii) a
determination by the shareholders that the standards of conduct have been met by
the director or officer. Expenses may be paid in advance of the final
disposition of an action upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount as and to the extent, required by
Section 725(a). Under Section 724, if the corporation fails to provide
indemnification, the director or officer may apply to the court and may receive
indemnification to the extent authorized under Section 722. Where
indemnification is sought by judicial action, the court may allow a person such
reasonable expenses, including attorneys' fees, during the pendency of the
litigation as are necessary in connection with that person's defense, if the
court finds that the defendant has by their pleadings or during the cause of the
litigation raised grave issues of fact or law. All expenses incurred in
defending an action or proceeding which are advanced by the corporation under
723(c) or allowed by a court under 724(c) shall be repaid in case the person
receiving such advancement or allowance is ultimately found not to be
II - 3
<PAGE>
entitled to indemnification, or whose indemnification is granted, to the extent
the expenses so advanced by the corporation or allowed by the court exceed the
indemnification to which he is entitled. Indemnification may not be made if it
is inconsistent with the corporation's certificate of incorporation, by-laws,
board resolutions, shareholder resolutions an agreement or other corporation
action, in effect at the time of the accrual of the alleged cause of action in
which the expenses were incurred, which prohibits or otherwise limits
indemnification; or the indemnification would be inconsistent with a condition
imposed by the court in approving a settlement.
The New York Business Corporation Law permits a corporation
through its certificate of incorporation to prospectively eliminate or limit the
personal liability of its directors to the corporation or its shareholders for
damages for breach of fiduciary duty as a director, provided that no
indemnification may be made if a judgment establishes that his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he personally
gained a financial profit or other advantage to which he was not legally
entitled. The Company's Restated Certificate of Incorporation exonerates its
directors from personal liability to the extent permitted by this statutory
provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C> <C>
4.4 1995 Stock Option Plan(1)
5.1 Opinion of Rivkin, Radler & Kremer
24.1 Consent of Ernst & Young LLP
24.2 Consent of Rivkin, Radler & Kremer
(included in Exhibit 5.1)
24.3 Power of Attorney executed by Robert P. Wong
24.4 Power of Attorney executed by Julian H. Cherubini
24.5 Power of Attorney executed by Lawrence N. Cohen
24.6 Power of Attorney executed by Joel L. Gold
24.7 Power of Attorney executed by Glenn F. Santmire
</TABLE>
- -------------------------------
(1)Previously filed as Exhibit 10.47 to Registrant's Quarterly
Report on Form 10-QSB for the fiscal quarter ended June 30, 1995 and
incorporated herein by reference thereto.
II - 4
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. 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
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.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange Act) 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.
II - 5
<PAGE>
(c) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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.
II - 6
<PAGE>
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 County of Suffolk, State of New York, on January 26,
1996.
BCAM INTERNATIONAL, INC.
By:/s/Michael Strauss
Michael Strauss, President and Chairman
of the Board of Directors
II - 7
<PAGE>
SIGNATURES
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
<S> <C> <C>
/s/Michael Strauss
- ----------------------------
Michael Strauss Chairman of the Board, January 26, 1996
President, Chief
Executive Officer and
Director
PRINCIPAL FINANCIAL OFFICER:
/s/Daniel Benjamin
- ----------------------------
Daniel Benjamin Chief Financial Officer January 26, 1996
ADDITIONAL DIRECTORS:
*
- ----------------------------
Robert P. Wong Director, Vice Chairman January 26, 1996
and Chief Technology
Officer
*
- ----------------------------
Julian H. Cherubini Director January 26, 1996
*
- ----------------------------
Lawrence N. Cohen Director January 26, 1996
*
- ----------------------------
Joel L. Gold Director January 26, 1996
*
- ----------------------------
Glenn F. Santmire Director January 26, 1996
*Michael Strauss, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such person and filed herewith as exhibits to this
Registration Statement on Form S-8.
/s/Michael Strauss
--------------------
Michael Strauss
Attorney-in-Fact
</TABLE>
II - 8
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
------- ----------- --------
5.1 Opinion of Rivkin, Radler & Kremer E-1
24.1 Consent of Ernst & Young LLP E-2
24.2 Consent of Rivkin, Radler & Kremer
(included in Exhibit 5.1) E-1
25.1 Power of Attorney executed by Robert P.
Wong E-3
25.2 Power of Attorney executed by Julian H.
Cherubini E-4
25.3 Power of Attorney executed by Lawrence N.
Cohen E-5
25.4 Power of Attorney executed by Joel L. Gold E-6
25.5 Power of Attorney executed by Glenn F.
Santmire E-7
<PAGE>
EXHIBIT 5.1
RIVKIN, RADLER & KREMER
EAB Plaza
Uniondale, New York 11556-0111
January 22, 1996
BCAM International, Inc.
1800 Walt Whitman Road
Melville, New York 11747
Gentlemen:
You have requested our opinion in connection with a Registration Statement
on Form S-8 to be filed by BCAM International, Inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, for registration under the Act of 2,000,000 common shares (the
"Shares") in connection with the Company's 1995 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such records, documents and
questions of law as we have deemed appropriate for the purposes of this opinion
and, on the basis thereof, advise you that in our opinion all the Shares which
are currently outstanding are, and the 2,000,000 Shares to be issued by the
Company as a result of the exercise, if any, of the options under the Plan will
be, legally issued and fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Prospectus under
the caption "Legal Matters."
Very truly yours,
/s/ Rivkin, Radler & Kremer
E - 1
<PAGE>
EXHIBIT 24.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the BCAM International, Inc.
1995 Stock Option Plan and to the incorporation by reference therein of our
report dated March 21, 1995, with respect to the consolidated financial
statements of BCAM International, Inc. (formerly Biomechanics Corporation of
America) included in its Annual Report (Form 10-KSB) for the year ended December
31, 1994, filed with the Securities Exchange Commission.
/s/ ERNST & YOUNG LLP
Melville, New York
January 22, 1996
E - 2
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Michael Strauss his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead; in
any and all capacities, in connection with the BCAM International Inc. (the
"Company") Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the undersigned as a director or officer of the Company, and any amendments
(including post-effective amendments) to the Registration Statement and any
instrument, contract, document or other writing of or in connection with the
Registration Statement or amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.
/s/ Robert P. Wong
E - 3
<PAGE>
EXHIBIT 25.2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Michael Strauss his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead; in
any and all capacities, in connection with the BCAM International Inc. (the
"Company") Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the undersigned as a director or officer of the Company, and any amendments
(including post-effective amendments) to the Registration Statement and any
instrument, contract, document or other writing of or in connection with the
Registration Statement or amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd day
of January, 1996.
/s/ Julian H. Cherubini
E - 4
<PAGE>
EXHIBIT 25.3
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Michael Strauss his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead; in
any and all capacities, in connection with the BCAM International Inc. (the
"Company") Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the undersigned as a director or officer of the Company, and any amendments
(including post-effective amendments) to the Registration Statement and any
instrument, contract, document or other writing of or in connection with the
Registration Statement or amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.
/s/ Lawrence N. Cohen
E-5
<PAGE>
EXHIBIT 25.4
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Michael Strauss his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead; in
any and all capacities, in connection with the BCAM International Inc. (the
"Company") Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the undersigned as a director or officer of the Company, and any amendments
(including post-effective amendments) to the Registration Statement and any
instrument, contract, document or other writing of or in connection with the
Registration Statement or amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.
/s/ Joel L. Gold
E - 6
<PAGE>
EXHIBIT 25.5
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Michael Strauss his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead; in
any and all capacities, in connection with the BCAM International Inc. (the
"Company") Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, including, without limiting the generality of the foregoing, to sign
the Registration Statement in the name and on behalf of the Company or on behalf
of the undersigned as a director or officer of the Company, and any amendments
(including post-effective amendments) to the Registration Statement and any
instrument, contract, document or other writing of or in connection with the
Registration Statement or amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day
of January, 1996.
/s/ Glenn F. Santmire
E - 7
