<PAGE>
As filed with the Securities and Exchange Commission on August 19, 1996
Registration No. 33-83082
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUKENS MEDICAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2429965
- --------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
3820 Academy Parkway North, N.E.
Albuquerque, New Mexico 87109
- --------------------------------- ------------------------------
(Address of Principal Executive Offices) (Zip Code)
1992 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
Robert S. Huffstodt
President and Chief Executive Officer
Lukens Medical Corporation
3820 Academy Parkway North, N.E.
Albuquerque, New Mexico
(505) 342-9638
---------------------------------------------------
(Name, Address and Telephone Number, including area code, of Agent for Service)
Copy to:
Lawrence M. Bell, Esq.
Golenbock, Eiseman, Assor & Bell
437 Madison Avenue
New York, New York 10022
(212) 907-7300
CALCULATION OF REGISTRATION FEE:
Not Applicable
PURSUANT TO RULE 429, THE PROSPECTUS CONTAINED HEREIN ALSO RELATES TO SHARES OF
THE REGISTRANT'S COMMON STOCK PREVIOUSLY REGISTERED ON FORM S-8 (FILE NO. 33-
51730) AND FORM S-8 (FILE NO. 33-68122).
<PAGE>
EXPLANATORY NOTE
This is an amendment to the Registration Statement on Form S-8 (File
No. 33-83082) (the "Registration Statement") previously filed by Lukens Medical
Corporation (the "Company"), which incorporated by reference the contents of the
Company's previously filed Registration Statements on Form S-8 (File No. 33-
51730 and File No. 33-68122), with respect to its 1992 Stock Option Plan. The
contents of all such previously filed Registration Statements on Form S-8 are
incorporated herein by reference.
Pursuant to General Instruction C to Form S-8, the Registration
Statement is hereby amended to contain a prospectus meeting the requirements of
Part I of Form S-3 relating to reofferings and resales by certain persons of
shares of common stock, par value $.01 per share, of Lukens Medical Corporation
(the "Company") acquired or to be acquired pursuant to the exercise by certain
employees or directors of, or persons affiliated with, the Company, each of whom
could be deemed to be an "affiliate" (as such term is defined in Rule 405
promulgated under the Securities Act) of the Company.
ii
<PAGE>
REOFFER PROSPECTUS
LUKENS MEDICAL CORPORATION
COMMON STOCK (PAR VALUE $.01 PER SHARE)
850,000 SHARES OF COMMON STOCK
UNDER
LUKENS MEDICAL CORPORATION
1992 STOCK OPTION PLAN
This Prospectus relates to offers and sales of 850,000 shares of
Common Stock, par value $.01 per share ("Common Stock"), of Lukens Medical
Corporation, a Delaware corporation (the "Company"), that have been or will be
acquired by certain officers and directors ("Selling Stockholders") who may be
deemed to be "affiliates" of the Company, as defined in Rule 405 under the
Securities Act of 1933 (the "Securities Act"), upon exercise of options (the
"Options") previously granted, or which may be granted in the future, pursuant
to the 1992 Stock Option Plan (the "Plan"). See "Selling Stockholders."
The Company's Common Stock has been quoted on The Nasdaq Stock
Market/SmallCap System ("NASDAQ/SmallCap") under the symbol "LUKN" since May 6,
1992. The Common Stock has also been listed on the Pacific Stock Exchange under
the symbol "LKN" since May 6, 1992. The closing bid price for the Common Stock
on July 28, 1996, as reported by NASDAQ/SmallCap, the principal system or
exchange on which such securities are quoted or traded, was $3.00 per share.
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (the "Shares").
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.
THE COMMON STOCK OFFERED HEREBY INVOLVES A SUBSTANTIAL DEGREE OF RISK. SEE
"RISK FACTORS," COMMENCING ON PAGE 3.
No dealer, salesman, or any other person has been authorized to give
any information or to make any representation other than as contained or
incorporated by reference herein and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy securities by anyone in any jurisdiction in which such offering may
not lawfully be made. 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 or the information herein since the
date hereof. See "Risk Factors."
------------------------------
The date of this Prospectus is August 19, 1996.
1
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, Registration
Statements on Form S-8 (the "Registration Statements") under the Securities Act,
file nos. 33-83082, 33-51730 and 33-68122, with respect to the offering and sale
from time to time of the Shares. This Prospectus does not contain all the
information set forth in the Registration Statements and the exhibits thereto,
as permitted by the rules and regulations of the Commission. For further
information, reference is made to the Registration Statements and to the
exhibits filed therewith. Statements contained in this Prospectus as to the
contents of any contract or other document which has been filed or incorporated
by reference as an exhibit to the Registration Statements are qualified in their
entirety by reference to such exhibits for a complete statement of their terms
and conditions. Additionally, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and,
in accordance therewith, files reports, proxy statements, and other information
statements with the Commission. Copies of such materials may be inspected
without charge at the offices of the Commission, and copies of all or any part
thereof may be obtained from the Commission's public reference facilities at 450
Fifth Street, N.W., Washington D.C. 20549 or at the regional offices of the
Commission located at 7 World Trade Center, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, upon payment of the
fees prescribed by the Commission. In addition, the Common Stock is quoted on
NASDAQ/SmallCap and the Pacific Stock Exchange. Reports and other information
concerning the Company may be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference and made a part of this Prospectus
are the following: (1) the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995; (3) the Company's Quarterly Report on Form 10-QSB
for the three months ended March 31, 1996; (4) the Company's Quarterly Report on
Form 10-QSB for the three months ended June 30, 1996; (5) the Company's Current
Report on Form 8-K dated November 2, 1995 and Form 8-K/A dated November 14,
1996; (6) the Company's Current Report on Form 8-K dated March 18, 1995 and Form
8-K/A dated May 17, 1996; and (7) the description of the Common Stock, which is
registered under Section 12 of the Exchange Act, contained in the Company's
Registration Statement on Form 8-A dated April 20, 1992. All documents
subsequently filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering made hereby will be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in any
document incorporated by reference shall be deemed to be modified or superseded
for purposes of this Prospectus 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 superseded, to constitute a part of this Prospectus. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding statement.
The Company will provide without charge to each person who receives a
Prospectus, upon written or oral request of such person, a copy of the
information that is incorporated by reference herein (not including exhibits to
the information that is incorporated by reference herein). Requests for such
information should be directed to: Lukens Medical Corporation, 3820 Academy
Parkway North, N.E., Albuquerque, New Mexico 87109, Attention: Chief Executive
Officer. The Company's telephone number is: (505) 342-9638.
THE COMPANY
The Company has been primarily engaged in the design, development,
manufacturing and marketing of wound closure products for use in the medical
industry, including, without limitation, suture products and
2
<PAGE>
bonewax. Suture products include sutures (a product consisting of suture
material attached to a surgical needle) and ligatures (suture material not
attached to a surgical needle). Suture materials are made from silk, catgut and
other similar materials. Bonewax is a product used to temporarily seal severed
bones during surgery. The Company markets its products for general surgery
applications, including for use in oral and veterinary surgery, and for
specialty surgery applications, including for use in plastic, ophthalmic and
cardiovascular surgery.
In March, 1996, the Company acquired the assets of the following three
product lines of Ulster Scientific, Inc. of New Paltz, New York: (i) lancets,
including needles and accessories, (ii) dispettes and (iii) infection control
kits. Lancets are finger-prick devices used to draw small amounts of blood,
primarily to test glucose levels. Dispettes are disposable diagnostic devices
used primarily in physicians' offices to test blood. Infection control kits
contain various items used in medical and scientific facilities to clean up
blood and other bodily fluid spills.
The Company's executive offices are located at 3820 Academy Parkway
North, N.E., Albuquerque, New Mexico 87109, and its telephone number is (505)
342-9638.
RISK FACTORS
The securities offered hereby involve a high degree of risk,
including, but not limited to, the risk factors described below. Each
prospective investor should carefully consider the following risk factors
inherent in and affecting the business of the Company and this offering before
making an investment decision.
PAST OPERATING LOSSES; ACCUMULATED DEFICIT; FLUCTUATIONS IN OPERATING
RESULTS; UNCERTAINTY OF FUTURE PROFITABILITY. Until its most recent fiscal
year, the Company had incurred losses (or, in one year, nominal profits) from
operations. The Company has also historically experienced fluctuations in its
operating results arising from fluctuations in sales to a number of major
customers, as well as variations in operating costs. At December 31, 1995, the
Company had an accumulated deficit of approximately $11.4 million. The
Company's financial performance could limit its ability to attract additional
financing, to compete effectively and to expand its operations. There can be no
assurance that the Company will achieve significantly increased revenues or will
be profitable in the future as expenses for development activities, marketing
and manufacturing may not be offset by revenues. Future operating results will
depend on many factors, including the level of competition, the Company's
ability to satisfy applicable regulatory requirements and the Company's ability
to develop or acquire new products and technologies and control costs.
DEPENDENCE ON DISTRIBUTORS; LIMITED MARKETING CAPABILITY. The
Company's products are marketed primarily through a number of exclusive and non-
exclusive distributors and manufacturers of complementary products, and the
Company is substantially dependent on its arrangements with such third parties
to generate product revenues. The loss of any of its major distributors, in the
absence of substantially similar replacement arrangements, could have a material
adverse effect on the Company's business.
DEPENDENCE ON MAJOR CUSTOMERS. During 1995 and 1994, two customers
accounted for 24% and 30% of the Company's revenues, respectively. The loss of
major customers or the inability to expand the Company's customer base could
have a material adverse effect on the Company's financial condition.
DEPENDENCE ON THIRD PARTIES FOR KEY COMPONENTS AND SUPPLIES. The
Company is dependent on various foreign and domestic suppliers and other
entities for the components of the products which it manufactures and markets.
Although the Company believes that there are a number of alternative sources for
most of its product components, certain of such components are obtained from a
single source or a limited number of suppliers. The loss of any significant
supplier, in the absence of a timely and satisfactory alternative arrangement,
could adversely effect the Company. In addition, the Company could be adversely
affected by delays in delivery or an inability to obtain products from
manufacturers and suppliers.
3
<PAGE>
DEPENDENCE ON FOREIGN SUPPLIERS; RISKS OF FOREIGN SALES. The Company
obtains supplies from a number of foreign suppliers and markets its products
internationally. The Company may be subject to various import duties applicable
to materials manufactured in foreign countries and, in addition, may be affected
by various other import and export restrictions, as well as other considerations
or developments impacting upon international trade, including economic or
political instability, shipping delays and product quotas. These international
trade factors will, under certain circumstances, have an impact both on the cost
of components (which will, in turn, have an impact on the cost to the Company of
the manufactured product) and the wholesale and retail prices of the products.
To the extent that transactions relating to the purchase of components and
materials or the sale of products involve currencies other than United States
dollars, the operating results of the Company will be affected by fluctuations
in foreign currency exchange rates.
RISKS OF ACQUISITIONS. The Company has stated a goal of acquisitions
of businesses or product lines compatible with the Company's business. While
the Company continually evaluates possible acquisition opportunities, there can
be no assurance that the Company will ultimately effect any acquisitions, which
could adversely affect the Company's prospects, or that the Company will be able
to successfully integrate into its operations any businesses which it may
acquire or successfully market any products acquired. In addition, to the
extent that the Company may, from time to time, depending on the opportunities
available to it, fund its acquisitions with a combination of cash and equity
securities, any such issuance of the Company's equity securities could result in
dilution to the interests of the Company's then outstanding stockholders.
GOVERNMENT REGULATION. The Company's products and operations are
subject to the regulations of the U.S. Food & Drug Administration (the "FDA")
governing medical devices and of comparable regulatory agencies in certain
foreign countries. United States regulatory requirements promulgated under the
Federal Food, Drug, and Cosmetic Act (the "FD&C Act") provide that the majority
of the Company's products for human use may not be shipped in interstate
commerce (or for export) without prior authorization from the FDA. Such
authorization is based on review of the products' safety and effectiveness for
their intended uses. Depending on the nature of the product, such authorization
can require the submission of significant quantities of information to establish
safety and effectiveness, and can take anywhere from several months to several
years. Although the Company believes it has the necessary authorization to
market all of its current products, delays or difficulties in obtaining
necessary authorization for the commercialization of products developed or
acquired by the Company could have a material adverse effect on the Company's
business and prospects. The FDA also regulates the promotion of medical device
products (except for advertisements for nonrestricted devices, which are
regulated by other authorities). In addition, the Company is subject to certain
registration, recordkeeping, manufacturing and reporting requirements and is
subject to periodic FDA inspection. Future changes in regulations or
enforcement policies could impose more stringent requirements on the Company,
compliance with which could adversely affect the Company's business. Failure to
comply with applicable regulatory requirements could result in enforcement
action including withdrawal of marketing authorization, injunction, seizure of
products, and liability for civil and/or criminal penalties, any of which could
have an adverse injunction, effect on the Company.
RISK OF GOVERNMENT CONTRACTING. To date, a significant portion of the
Company's revenues have been derived from sales to the United States government.
To the extent the Company continues to market its products to the government it
could be subject to special risks, including delays in funding, lengthy review
processes for awarding contracts, non-renewal, delay, termination, reduction or
modification of contracts in the event of changes in the government's policies
or as a result of budgetary constraints, all of which could have a material
adverse effect on the Company.
DEPENDENCE ON KEY PERSONNEL. The Company's success depends upon the
continued contributions of John H. Robinson and Robert S. Huffstodt, Chairman of
the Board, and President and Chief Executive Officer, respectively, as well as
certain of its other executive officers and technical personnel. The
competition for qualified personnel is intense, and the loss of services of
certain key personnel could adversely affect the business of the Company.
4
<PAGE>
PATENTS AND PROPRIETARY RIGHTS. The Company relies primarily on trade
secret laws to protect its technologies and innovations. There can be no
assurance that trade secrets will be established, that secrecy obligations in
effect for its employees, distributors and suppliers will be honored or that
others will not independently develop similar or superior technology. To the
extent that key employees or other third parties apply technology information
independently developed by them or by others to Company projects, disputes may
arise as to the proprietary rights to such information which may not be resolved
in favor of the Company. There is no assurance that the Company's products will
not infringe patents or other rights owned by others, licenses to which may not
be available to the Company. Moreover, there can be no assurance that the
Company will have the financial or other resources necessary to enforce or
defend a patent infringement or proprietary rights violation. In addition, if
the Company's products are deemed to infringe upon the patents or proprietary
rights of others, the Company could, under certain circumstances, become liable
for damages which could also have a material adverse effect on the Company.
COMPETITION. The Company faces intense competition in the design,
development and marketing its products. Most of the Company's competitors have
substantially greater financial, marketing and other resources than the Company.
The Company believes that to remain competitive in the general surgery market it
will be necessary to remain a low-cost producer. There can be no assurance that
the Company will be successful in this regard.
POTENTIAL PRODUCT LIABILITY. The testing and use of the Company's
products entails an inherent risk of medical complications to patients and
resultant product liability claims. While the Company presently maintains
product liability insurance in the aggregate amounts of $2 million per
occurrence and per year, there can be no assurance that the Company will be able
to continue to obtain such insurance in the future or that such insurance will
be sufficient to cover all possible liabilities. In the event of a successful
suit against the Company or one of its customers, lack or insufficiency of
insurance coverage could have a material adverse impact on the Company.
AUTHORIZATION OF PREFERRED STOCK. The Company's Restated Certificate
of Incorporation authorizes the issuance of "blank check" preferred stock with
such designations, rights and preferences as may be determined from time to time
by the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Company's Common Stock. In
the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although the Company has no present intention to issue
any shares of such "blank check" preferred stock, there can be no assurance that
the Company will not do so in the future.
DIVIDEND POLICY. To date, the Company has not paid cash dividends on
its capital stock and does not anticipate paying any cash dividends on its
Common Stock in the foreseeable future. In addition, the Company's agreement
with its institutional lender contains restrictions on the Company's ability to
pay dividends.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered by the Selling Stockholders hereby. All such proceeds will be received
by the Selling Stockholders.
SELLING STOCKHOLDERS
The table below sets forth, as of the date of this Prospectus or a
subsequent date if amended or supplemented, the name, address and principal
position(s) over the past three years with the Company of each of the Selling
Stockholders and (a) the number of shares of Common Stock each Selling
Stockholder beneficially owned as of July 15, 1996; (b) the number of shares of
Common Stock available to be acquired by each Selling
5
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Stockholder pursuant to the Plan being registered hereby, some or all of which
shares may be sold pursuant to this Prospectus; and (c) the number of shares of
Common Stock and the percentage, if 1% or more, of the total class of Common
Stock outstanding to be beneficially owned by each Selling Stockholder following
this offering, assuming the sale pursuant to this offering of all Common Stock
acquired by such Selling Stockholder pursuant to the Plan and registered hereby.
There is no assurance, however, that any of the Selling Stockholders will sell
any or all of the shares of Common Stock offered by them hereunder. The
information set forth below may be amended or supplemented from time to time.
Unless otherwise indicated, each Selling Stockholder can be reached at the
principal executive offices of the Company.
<TABLE>
<CAPTION>
Number of shares Number of
of Common Stock Shares of Number of Shares of
Relationship Beneficially Common Common Stock Beneficially
with Owned Prior to Stock Owned After Completion
Selling Stockholder the Company Offering(1) Offered(2) of the Offering (3)
- ------------------- ---------------- ----------------- ----------- ---------------------------
Number Percent
-------- ---------
<S> <C> <C> <C> <C> <C>
Robert S. Huffstodt President, Chief 100,915 67,846 3,069 *
Executive
Officer and
Director
Scott Henderson Vice President - 41,102 41,102 -0- -0-
Development and
Engineering
</TABLE>
____________________
* Less than 1%.
(1) Includes shares of Common Stock that the Selling Stockholder has right
to acquire upon exercise of stock options granted by the Company
pursuant to the Plan, including options which had not vested as of, or
would not vest within 60 days of, the date of this Prospectus.
(2) Includes all shares of Common Stock previously acquired by the Selling
Stockholder under the Plan or issuable to the Selling Stockholder upon
exercise of outstanding options granted under the Plan.
(3) Assumes that all options are exercised and all shares offered hereby
are sold, that no additional shares will be acquired and that no
shares other than those offered hereby will be sold.
6
<PAGE>
PLAN OF DISTRIBUTION
Sales of the Shares offered hereby may be made on NASDAQ/SmallCap, the
Pacific Stock Exchange or the over-the-counter market or otherwise at prices and
on terms then prevailing or at prices related to the then current market price,
or in negotiated transactions.
The Shares may be sold in (a) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (b)
transactions in which a broker or dealer acts as principal and resells the
Shares for its account pursuant to this Prospectus, (c) an exchange distribution
in accordance with the rules of such exchange, and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchases. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Certain Selling
Stockholders also may, from time to time, authorize underwriters acting as their
agents to offer and sell Shares upon such terms and conditions as shall be set
forth in any prospectus supplement. Underwriters, brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to sale. Such underwriters, brokers or dealers and
any other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales and any
discounts and commissions received by them and any profit realized by them on
the resale of the Shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
There is no assurance that any of the Selling Stockholders will offer
for sale or sell any or all of the Shares covered by this Prospectus.
LEGAL MATTERS
The validity of the Shares has been passed upon for the Company by
Bachner, Talley, Polevoy & Misher, 380 Madison Avenue, New York, New York 10017.
EXPERTS
The consolidated financial statements of the Company as at December
31, 1995 and December 31, 1994, incorporated by reference herein from the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995 have been audited by Neff & Company and Arthur Andersen LLP, respectively,
independent auditors, as indicated in their report thereon, which are also
incorporated by reference herein. Such audited consolidated financial
statements have been incorporated by reference herein in reliance upon such
report given upon the authority of said firm as experts in accounting and
auditing.
7
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No dealer, salesman, or any other person has been authorized to give any
information or to make any representation contained in this Prospectus in
connection with the offering made hereby, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby 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 that the information contained herein is correct as of any time
subsequent to the dates as of which such information is furnished.
-----------------------------
TABLE OF CONTENTS
Page
----
Available Information.................................2
Incorporation of Certain Documents by Reference.......2
The Company...........................................2
Risk Factors..........................................3
Use of Proceeds.......................................6
Selling Stockholders..................................6
Plan of Distribution..................................7
Legal Matters.........................................7
Experts...............................................7
-----------------------------
LUKENS MEDICAL
CORPORATION
850,000 SHARES OF
COMMON STOCK
-----------------------------
PROSPECTUS
-----------------------------
AUGUST 19, 1996
<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 City of Albuquerque and State of New Mexico on this 16th
day of August, 1996.
LUKENS MEDICAL CORPORATION
By: /s/ Robert S. Huffstodt
---------------------------------------------
Name: Robert S. Huffstodt,
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1993, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
/s/ Robert S. Huffstodt President, Chief August 16, 1996
- ----------------------- Executive Officer
Robert S. Huffstodt and Director (principal
executive officer and
principal financial and
accounting officer)
/s/ John H. Robinson Director August 16, 1996
- -----------------------
John H. Robinson
/s/ Robert L. Priddy Director August 16, 1996
- -----------------------
Robert L. Priddy
<PAGE>
INDEX TO EXHIBITS
LUKENS MEDICAL CORPORATION
--------------------------
Exhibit No. Description Page
4 1992 Stock Option Plan, as amended (incorporated
by reference to Registration Statement on Form
S-8, File No. 33-51730) *
5 Opinion of Bacher, Tally, Polevoy & Misher, with
respect to the legality of the Common Stock to be
registered hereunder (incorporated by reference to
Registration Statements on Form S-8, File Nos.
33-51730, 33-68122 and 33-83082) *
23.1 Consent of Arthur Andersen & Co. (incorporated
by reference to Registration Statements on Form
S-8, File Nos. 33-51730, 33-68122 and 33-83082) *
23.2 Consent of Neff & Company (incorporated by
reference to Exhibit 23.1 to the Registrant's
1995 Annual Report on Form 10-KSB) *
23.3 Consent of Bachner, Tally, Polevoy & Misher
(contained in Exhibit 5) *
_______________________
* Incorporated by reference.
