As filed with the Securities and Exchange Commission on June 2, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 Number)
3820 Academy Parkway North, NE
Albuquerque, New Mexico 87109
(505) 342-9638
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
Robert S. Huffstodt
President and Chief Executive Officer
Lukens Medical Corporation
3820 Academy Parkway North, NE
Albuquerque, New Mexico 87109
(505) 342-9638
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Lawrence M. Bell, Esq.
Golenbock, Eiseman, Assor & Bell
437 Madison Avenue
New York, New York 10022
(212) 907-7300
Approximate date of commencement of proposed sale to the public: From time
to time or at one time after the effective date of this Registration Statement
as determined by the Selling Stockholders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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CALCULATION OF REGISTRATION FEE
======================================= ================== ================== ================= ====================
Proposed
Proposed Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Amount to Be Price Offering Registration
Securities to Be Registered Registered(1) Per Share(2) Price(2) Fee
======================================= ================== ================== ================= ====================
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 250,000 $6.187 $1,546,750 $469.00
======================================= ================== ================== ================= ====================
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(1) Includes 50,000 shares of the Company's Common Stock issuable upon the
exercise of a currently exercisable warrant held by one of the Selling
Stockholders.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c), based on the average of the bid
and asked prices per share of $6.187 on the Nasdaq Stock Market/SmallCap
System on May 27, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 2, 1997
PROSPECTUS
LUKENS MEDICAL CORPORATION
250,000 SHARES
COMMON STOCK
This Prospectus relates to 250,000 shares (the "Shares") of common stock,
$.01 par value per share ("Common Stock"), of Lukens Medical Corporation (the
"Company" or the "Registrant"). All of the Shares offered hereby are being sold
by the Selling Stockholders named herein under "Selling Stockholders." Such
Shares are being offered on a continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"). No underwriting discounts,
commissions or expenses are payable or applicable in connection with the sale of
such Shares. See "Selling Stockholders" and "Plan of Distribution."
The shares of Common Stock of the Company are traded on the Nasdaq Stock
Market/SmallCap System ("Nasdaq/SmallCap") and the Pacific Stock Exchange. On
May 27, 1997, the last sales price for the shares of Common Stock as reported on
the Nasdaq/SmallCap was $6.187 per share. The Company will not receive any part
of the proceeds from the sale of the Shares. The expenses of the offering
(exclusive of brokers' or other agents' commissions) payable by the Company are
estimated at $8,969. The Company will pay all expenses incurred in connection
with the offering of the Shares other than brokers' or other agents' commissions
and any out-of-pocket expenses of the Selling Stockholders. The Shares offered
hereby represent approximately 8.4% of the Company's currently outstanding
Common Stock.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE 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 date of this Prospectus is June 2, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act for
the registration of the Shares. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits and
schedules to the Registration Statement as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Shares, reference is made to the Registration Statement,
including the exhibits thereto. Statements made in this Prospectus concerning
the contents of any document referred to herein are not necessarily complete.
With respect to each such document filed with the Commission as an exhibit to
the Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. Items and information omitted from
this Prospectus but contained in the Registration Statement may be inspected and
copied at the Public Reference Facilities maintained by the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
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.
The Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the site is
http://www.sec.gov. In addition, the Common Stock is quoted for trading on the
Nasdaq/SmallCap and the Pacific Stock Exchange. Reports, proxy statements and
other information concerning the Company may be inspected at the offices of the
National Association of Securities Dealers, Inc., 9513 Key West Avenue,
Rockville, Maryland 20850, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104.
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED
OR INCORPORATED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
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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, 1996; (2) the Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended March 31, 1997; (3) the Company's Current Report on
Form 8-K filed with the Commission on May 21, 1997; (4) the Company's Definitive
Proxy Statement pursuant to Schedule 14A filed with the Commission on April 24,
1997; and (5) 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 such referenced documents were
filed under Commission File No. 1-11109. 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.
This Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth under "Risk Factors" and elsewhere in this Prospectus.
THE COMPANY
The Company is 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 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, through a wholly-owned subsidiary, acquired
assets constituting the following three product lines of Ulster Scientific, Inc.
("Ulster") of New Paltz, New York (the "Ulster Product Lines"): (i) lancets,
including needles and accessories, (ii) dispettes and (iii) infection control
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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 blood
and other bodily fluid spills.
In January, 1997, the Company entered into a new joint venture with certain
of its international distribution partners to manufacture hypodermic needles,
syringes and related medical products for distribution worldwide. As part of the
transaction, the joint venture acquired a modern, fully-equipped 22,000 square
foot plant in the Cochin Export Zone in Southern India.
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.
RECENT DEVELOPMENTS
On April 10, 1997, the Company announced the signing of a letter of intent
to acquire a majority interest in Techsynt S.A., a suture manufacturer based in
Sao Paolo, Brazil. The Company's investment will be primarily in the form of
equipment and inventory. Definitive agreements have not yet been signed.
On May 12, 1997, the Company acquired through merger Pro-Tec Containers,
Inc., a Florida corporation ("Pro-Tec"), a manufacturer and marketer of a broad
line of specialized containers for the disposal of used "sharps", such as
needles and scalpel blades. Following the merger, Pro-Tec became a wholly-owned
subsidiary of the Company.
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. While the Company has been
profitable for the past two years, the Company had previously incurred losses
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, 1996, the
Company had an accumulated deficit of approximately $11 million. The Company's
historical financial performance could limit its ability to attract additional
financing, to compete effectively and to expand its operations. 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
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substantially similar replacement arrangements, could have a material adverse
effect on the Company's business.
DEPENDENCE ON MAJOR CUSTOMERS. The Company is dependent upon a limited
number of customers for a large percentage of its revenues. 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
affect the Company. In addition, the Company could be adversely affected by
delays in delivery or an inability to obtain products from manufacturers and
suppliers.
DEPENDENCE ON FOREIGN SUPPLIERS; RISKS OF FOREIGN SALES; RISKS OF FOREIGN
OPERATIONS. 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.
In addition to its activities in the United States, the Company presently
operates through various joint ventures overseas. Foreign operations are subject
to general risks attendant to the conduct of business in foreign countries,
including economic uncertainties and foreign governmental regulations. In
addition, the Company's international business may be affected by changes in
demand or pricing resulting from fluctuations in currency exchange rates or
other factors. The Company does not currently engage in foreign currency hedging
and may be exposed to gains or losses attributable to fluctuations in currency
values.
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
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regulatory agencies in certain foreign countries. United States regulatory
requirements promulgated under the Federal Food, Drug, and Cosmetic 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 a 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 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. During 1996, the department of the U.S.
Government responsible for procuring medical supplies, such as sutures, began
purchasing more of such items outside the traditional bid system. The Company
has been successful over the last several years in obtaining substantial awards
under the bid system. The new system, which incorporates local dealers called
Prime Vendors, is less sensitive to price and more sensitive to the impact of a
direct sales force. As a result of the foregoing, since the Company has only a
limited sales force, there can be no assurance that the Company will continue to
meet or exceed its historical levels of sales of its products to the U.S.
Government in the future.
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.
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
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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 of 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 Selling Stockholders are Treesa Spencer and Peter F. Lordi, Jr. Except
as described below, no Selling Stockholder has had any position, office or other
material relationship with the Company within the past three years.
TREESA SPENCER. Ms. Spencer received 200,000 of the Shares (the "Spencer
Shares") from the Company in connection with the acquisition of Pro-Tec by the
Company. The acquisition was made
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pursuant to an Agreement of Merger and Reorganization dated as of May 12, 1997,
between the Company, PTC Merger Corp., a Florida corporation and wholly-owned
subsidiary of the Company ("Subsidiary"), Pro-Tec and Treesa Spencer (the
"Pro-Tec Merger Agreement"). Pursuant to the Pro-Tec Merger Agreement, Ms.
Spencer, the sole shareholder of Pro-Tec, received the Spencer Shares and a
one-year promissory note of the Company in the principal amount of $133,413
bearing interest at the prime rate, in exchange for all of her shares in
Pro-Tec. The Company is registering the Spencer Shares for resale by Ms. Spencer
pursuant to the terms and conditions set forth in the Pro-Tec Merger Agreement.
Ms. Spencer currently serves the Company (through its new Pro-Tec
subsidiary) as a consultant pursuant to an agreement, dated as of May 12, 1997,
between Pro-Tec and Ms. Spencer, pursuant to which she is paid at the rate of
$4,000 per month, provided that until the effective date of the Registration
Statement, Ms. Spencer is to be paid at the rate of $6,700 per month.
In connection with the Pro-Tec Merger Agreement, the Company purchased from
Ms. Spencer certain patents relating to Pro-Tec's business for $250,000 in cash.
Pursuant to the terms of the Pro-Tec Merger Agreement, 8,346 of the Shares
(the "Withheld Shares") are being held in escrow by the Company for ninety (90)
days to cover adjustments to the merger consideration payable and claims in
respect of misrepresentations, breaches of covenants and indemnity obligations.
Ms. Spencer is entitled to exercise any and all voting rights attached to the
Withheld Shares for the period they are retained by the Company in escrow, in
accordance with the terms of the Pro-Tec Merger Agreement.
Additionally, pursuant to the terms of the Pro-Tec Merger Agreement, upon
the expiration of six (6) months from the date the Registration Statement is
declared effective by the Commission, the value of the Spencer Shares shall be
recomputed by the Company in accordance with the Pro-Tec Merger Agreement, and
subject to compliance with the terms and conditions contained therein, the
Company and Ms. Spencer each agreed to adjust the number of shares of the
Company comprising the purchase price for Pro-Tec based on increases and
decreases in the value of such shares of the Company as of the end of such
six-month period.
PETER F. LORDI, JR. Mr. Lordi is entitled to receive 50,000 of the Shares
(the "Lordi Shares") upon the exercise of a Warrant (the "Warrant") issued to
Mr. Lordi by the Company pursuant to the terms of a Consulting Agreement, dated
as of March 5, 1996, between the Company and Mr. Lordi (the "Lordi Consulting
Agreement"), entered into in connection with the acquisition by the Company of
the Ulster Product Lines from Ulster and Mr. Lordi. The Warrant is exercisable
for up to 200,000 shares of the Company's Common Stock (subject to the Company
achieving certain performance targets), but Mr. Lordi is only currently vested
in respect of 50,000 of such shares. The Warrant has an exercise price of $3.00
per share and is exercisable for a period of eight years from the closing of
such acquisition. The Company is registering the Lordi Shares for resale by Mr.
Lordi (following the exercise of the Warrant in accordance with the terms and
conditions of the Warrant) pursuant to the terms of certain "piggyback"
registration rights granted to Mr. Lordi in the Warrant.
In connection with the acquisition of the Ulster Product Lines, the Company
paid to Ulster $100,000 in cash, assumed approximately $320,000 in liabilities
and agreed to pay Ulster, of which Mr. Lordi is the sole stockholder, a royalty
between 1% and 6% of net sales depending upon the level and type of future net
sales of the items in the Ulster Product Lines sold by the Company for a period
of eight years
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following the closing of such transaction. During 1996, the Company paid Ulster
$67,355 in respect of such royalty.
Pursuant to the terms of the Lordi Consulting Agreement, Mr. Lordi is
entitled to receive a royalty of 1% of net sales of items in the Ulster Product
Lines sold by the Company for a period of three years following the closing of
such transaction. During 1996, the Company paid Mr. Lordi $22,501 in respect of
such royalty.
Beneficial Ownership of the Selling Stockholders
The following table sets forth with respect to each of the Selling
Stockholders (i) the number of Shares beneficially owned as of May 27, 1997 and
prior to the offering contemplated hereby, (ii) the maximum number of Shares
which may be sold in the offering (assuming the release to Ms. Spencer of all of
the Withheld Shares and no subsequent adjustment to the number of shares issued)
and (iii) the number of Shares which will be beneficially owned after the
offering, assuming the sale of all the Shares set forth in (ii) above.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
-------------------- --------------------
Shares
Selling Stockholder Shares Percentage Being Offered Shares Percentage
- ------------------- ------ ---------- ------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Treesa Spencer 200,000 6.7% 200,000 -0- -0-
Peter F. Lordi, Jr.(1) 50,000 1.7% 50,000 -0- -0-
</TABLE>
(1) Assuming the issuance of the Lordi Shares upon the exercise of the Warrant.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that the
distribution of the Shares by one or more of the Selling Stockholders may be
effected from time to time in transactions in the Nasdaq/SmallCap or the Pacific
Stock Exchange at prices prevailing at the time of sale. The Selling
Stockholders may also make private sales directly or through a broker or
brokers, who may act as agent or as principal. Further, the Selling Stockholders
may choose to dispose of the shares offered hereby by gift to a third party or
as a donation to a charitable or other non-profit entity. In connection with any
sales, the Selling Stockholders and any brokers participating in such sales may
be deemed to be underwriters within the meaning of the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders (and, if such broker acts as agent for
the purchaser of such shares, from such purchaser), which are not expected to be
in excess of customary commissions. Broker-dealers may agree with the Selling
Stockholders to sell a specified number of shares at a stipulated price per
share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the Selling Stockholders, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the Selling
9
<PAGE>
Stockholders. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve cross
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive from the purchasers of such shares
commissions computed as described above.
The Company has advised the Selling Stockholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Exchange Act, may apply to sales in the market
and has informed them of the possible need for delivery of copies of this
Prospectus. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such
broker-dealers, and, if any such broker-dealers purchase shares as principal,
any profits received on the resale of such shares, may be deemed to be
underwriting discounts and commissions under the Securities Act.
Rule 10b-6 under the Exchange Act prohibits participants in a distribution
from bidding for or purchasing for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Rule 10b-7 under the Exchange Act governs bids and purchases made
to stabilize the price of a security in connection with a distribution of the
security.
Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424 under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Stockholders, the commissions paid or
discounts or concessions allowed by the Selling Stockholders to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.
Pursuant to the Pro-Tec Merger Agreement, Ms. Spencer has agreed that from
the date of the Closing under the Pro-Tec Merger Agreement until six months from
the effective date of the Registration Statement she will not (i) sell more than
8,000 shares of the Company's Common Stock in any one-week period without the
prior written consent of the Company, (ii) sell any shares of the Company's
Common Stock in any one-day period at a price less than the price of the
Company's Common Stock previously sold by her in such one-day period, and (iii)
directly or indirectly effect any "short" sales of the Company's Common Stock.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Act may be sold under that Rule rather than pursuant to
this Prospectus. In general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated), including any person who may be deemed to
be an "affiliate" of the Company, is entitled to sell within any three-month
period "restricted shares" beneficially owned by him or her in an amount that
does not exceed the greater of (i) 1% of the then outstanding shares of Common
Stock or (ii) the average weekly trading volume in shares of Common Stock during
the four calendar weeks preceding such sale, provided that at least one year has
elapsed since such shares were acquired from the Company or an affiliate of the
Company. Sales are also subject to certain requirements as to the manner of
sale, notice and availability of current public information regarding the
Company. However, a person who has not been an "affiliate" of the Company at any
time within three months prior to the sale is entitled to sell his or her shares
without regard to the
10
<PAGE>
volume limitations or other requirements of Rule 144, provided that at least two
years have elapsed since such shares were acquired from the Company or an
affiliate of the Company.
This offering will terminate as to each Selling Stockholder on the earlier
of (i) one year following the effective date of the Registration Statement, and
(ii) the date on which all shares offered hereby have been sold by the Selling
Stockholders. There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.
LEGAL MATTERS
The validity of the Shares has been passed upon for the Company by
Golenbock, Eiseman, Assor & Bell, 437 Madison Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of the Company as at December 31,
1996 and December 31, 1995, incorporated by reference herein from the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 have
been audited by Neff & Company, 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.
11
<PAGE>
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 LUKENS MEDICAL
constitute an offer to sell, or a CORPORATION
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.
----------------- 250,000 SHARES OF
TABLE OF CONTENTS COMMON STOCK
Page
Available Information 2
Incorporation of Certain
Documents by Reference 3
The Company 3 -------------------
Recent Developments 4 PROSPECTUS
Risk Factors 4 -------------------
Use of Proceeds 7
Selling Stockholders 7
Plan of Distribution 9
Legal Matters 11
Experts 11
JUNE 2, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee to the Securities
and Exchange Commission......................................... $469.00
Accounting fees and expenses.................................... $0
Legal fees and expenses.........................................$7,500.00
Miscellaneous expenses..........................................$1,000.00
Total......................................................$8,969.00
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. All expenses of the offering, other than
selling discounts, commissions and legal fees and expenses incurred separately
by the Selling Stockholders, will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of the Company provides that the
Company shall indemnify its officers and directors to the full extent permitted
by the Delaware General Corporation Law (the "GCL").
Reference is hereby made to Section 145 of the GCL relating to the
indemnification of officers and directors, which Section is hereby incorporated
herein by reference. In accordance with Section 102(a)(7) of the GCL, the
Restated Certificate of Incorporation of the Registrant eliminates the personal
liability of directors to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director with certain limited exceptions set
forth in Section 102(a)(7).
The Company has also entered into indemnification agreements with its
directors and executive officers, the form of which was filed as an exhibit to
the Registrant's Registration Statement on Form S-1, dated May 5, 1992,
Registration No. 33-46466.
Provision for indemnification of directors and officers is made in Section
145 of the Delaware General Corporation Law.
ITEM 16. EXHIBITS.
A list of exhibits included as part of this Registration Statement is set
forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(b) 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 of 1933;
(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; and
(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 (b)(1)(i) and (b)(1)(ii) above do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<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-3, 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 30th
day of May, 1997.
LUKENS MEDICAL CORPORATION
By: /S/Robert S. Huffstodt
------------------------------------------
Name: Robert S. Huffstodt,
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below
constitutes and appoints Robert S. Huffstodt as his attorney-in-fact, and agent,
with the power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite 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.
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 May 30, 1997
- -------------------------------------
Robert S. Huffstodt,
President, Chief Executive Officer and Director (principal
executive officer and principal financial and accounting officer)
/S/John H. Robinson May 30, 1997
- -------------------------------------
John H. Robinson,
Director
/S/Robert L. Priddy May 30, 1997
- -------------------------------------
Robert L. Priddy,
Director
II-4
<PAGE>
INDEX TO EXHIBITS
LUKENS MEDICAL CORPORATION
Exhibit
No. Description Page
2.1 Agreement of Merger and Reorganization, dated as
of May 12, 1997, among the Registrant, PTC Merger
Corp., Pro-Tec Containers, Inc. and Treesa Spencer
and the exhibits thereto (incorporated by
reference to Exhibit 1 to Registrant's Current
Report on Form 8-K filed on May 21, 1997) *
10.1 Consulting Agreement between Pro-Tec and Treesa
Spencer, dated as of May 12, 1997 (incorporated by
reference to Exhibit 2 to Registrant's Current
Report on Form 8-K filed on May 21, 1997) *
10.2 Agreement of Purchase and Sale of Assets, dated as
of March 4, 1996, by and among Lukens Medical
Corporation, a New Mexico Corporation, Ulster
Scientific, Inc. and Peter F. Lordi, Jr.
(incorporated by reference to the Company's
Current Report on Form 8-K dated March 18, 1996) *
10.3 Consulting Agreement, dated as of March 5, 1997
between Peter F. Lordi, Jr. and Lukens Medical
Corporation, a New Mexico Corporation
(incorporated by reference to the Company's
Current Report on Form 8-K dated March 18, 1996) *
10.4 Warrant, dated as of March 5, 1996, granted by the
Registrant to Peter F. Lordi (incorporated by
reference to the Company's Current Report on Form
8-K dated March 18, 1996) *
5.1 Opinion of Golenbock, Eiseman, Assor & Bell
regarding the legality of the securities being
issued
23.1 Consent of Neff & Company
23.2 Consent of Golenbock, Eiseman, Assor & Bell
(contained in Exhibit 5.1)
- -------
* Incorporated by reference.
II-5
May 30, 1997
Lukens Medical Corporation
3820 Academy Parkway North, N.E.
Albuquerque, New Mexico 87109
Dear Sirs:
At your request we have examined the Registration Statement on Form
S-3 to be filed by Lukens Medical Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission ("SEC") on or about June
2, 1997 (the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended, of up to 250,000 shares of your Common
Stock, par value $.01 per share (the "Shares"). The Shares are to be sold by
certain stockholders named in the Registration Statement as follows: 200,000 of
the shares which are issued and outstanding are to be sold by Treesa Spencer,
and 50,000 of the Shares are issuable upon the exercise of a warrant, dated as
of March 5, 1996, issued by the Company to Peter F. Lordi, Jr. (the "Warrant")
and are to be sold by Mr. Lordi.
We have examined originals, telecopies or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and all
such agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for this opinion.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons signing or delivering any instrument, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any
facts material to this opinion, we have relied upon statements and
representations of officers and other representatives of the Company and others,
but we have not independently established or verified such factual matters.
We are attorneys admitted to practice in the State of New York and the
opinion set forth below is limited to the laws of the United States of America,
the laws of the State of New York and the Delaware General Corporation Law.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
(a) the 200,000 Shares to be sold by Treesa Spencer have been
duly authorized and validly issued and are fully paid and nonassessable; and
<PAGE>
(b) the 50,000 Shares to be sold by Peter F. Lordi, Jr. have been
duly authorized and, when issued and delivered to and paid for by Mr. Lordi
pursuant to the Warrant, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto which have been approved by us.
This opinion is being delivered to you in connection with the
transactions described above, and except as provided in the preceding paragraph,
may not be used, circulated, quoted, filed with a governmental agency or
otherwise referred to or relied upon in any manner by any other person or for
any other purpose without our prior written approval in each instance.
Very truly yours,
/S/Golenbock, Eiseman, Assor & Bell
Lukens Medical Corporation
3820 Academy Parkway North, N.E.
Albuquerque, New Mexico 87109
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Lukens Medical
Corporation for the registration of 250,000 shares of its common stock and to
the incorporation by reference therein of our report dated March 25, 1997 with
respect to the consolidated financial statements Lukens Medical Corporation
included in its Annual report on Form 10-K for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
NEFF & COMPANY LLP
/S/Neff & Company LLP
Albuquerque, New Mexico
May 28, 1997
