As filed with the Securities and Exchange Commission on September 26, 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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<TABLE>
<CAPTION>
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 500,000 $4.3125 $2,156,250 $653.40
====================================== =================== =================== =================== ====================
</TABLE>
(1) Includes 435,000 shares of the Company's Common Stock issuable upon the
exercise of currently exercisable warrants held by each 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 $4.3125 on the Nasdaq Stock Market/SmallCap
System on September 11, 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.
<PAGE>
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 SEPTEMBER 26, 1997
PROSPECTUS
LUKENS MEDICAL CORPORATION
500,000 SHARES
COMMON STOCK
This Prospectus relates to 500,000 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
September 11, 1997, the last sales price for the shares of Common Stock as
reported on the Nasdaq/SmallCap was $4.3125 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 $6,653.40. 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 14.5% 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 September 26, 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 Quarterly Report on
Form 10-QSB for the fiscal quarter ended June 30, 1997; (4) the Company's
Current Report on Form 8-K filed with the Commission on May 21, 1997; (5) the
Company's Definitive Proxy Statement pursuant to Schedule 14A filed with the
Commission on April 24, 1997; and (6) 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.
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In March, 1996, the Company, through a wholly-owned subsidiary, acquired
assets constituting 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 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 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. In connection with the acquisition of Pro-Tec, the
Company registered for resale by certain selling stockholders 250,000 shares of
Common Stock.
On May 30, 1997, the Company acquired a majority interest in
Techsynt-Industrial, Comercio, Importaco e Exportaco Ltda., a suture
manufacturer based in Sao Paolo, Brazil. The Company's investment was primarily
in the form of equipment and inventory.
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
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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. 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 fluctua tions 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.
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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 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
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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 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 Salvatore R. Lenzo, Louis Levin, Edmund and
Mary Shea Real Property Trust, Joseph Mandarino and Christopher Lenzo. Each of
the Selling Stockholders is a holder of a warrant to purchase Common Stock,
dated May 12, 1992 (which was originally issued on February 29, 1992), with an
exercise price of $6.00 per share and an expiration date of May 5, 1998
(collectively, the "Warrants"
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and individually, a "Warrant"). The shares of Common Stock underlying the
Warrants are being registered pursuant to the registration rights contained in
the Warrants. As of September 11, 1997, 65,000 of the Shares were issued and
outstanding and 435,000 of the Shares were issuable upon the exercise of the
Warrants.
Except as described below, no Selling Stockholder has had any position,
office or other material relationship with the Company within the past three
years.
On June 11, 1997, the Company issued to Christopher Lenzo, one of the
Selling Stockholders, a new warrant to purchase 65,000 shares of Common Stock at
an exercise price of $4.50 per share and an expiration date of June 11, 1999 in
consideration for his exercise and purchase of 65,000 shares of Common Stock
pursuant to his Warrant approximately eleven months prior to the expiration date
thereof. Such shares of Common Stock are not being registered pursuant to this
Registration Statement, but carry "piggyback" registration rights.
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 September 11,
1997 and prior to the offering contemplated hereby, (ii) the maximum number of
Shares which may be sold in the offering (assuming the exercise in full of all
of the Warrants and the issuance of to the Selling Stockholders of all of the
shares of Common Stock issuable thereunder) 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(1) Percentage Being Offered Shares Percentage
- ------------------- --------- ---------- ------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Salvatore R. Lenzo 100,000 3.2% 100,000 -0- -0-
Louis Levin 50,000 1.6% 50,000 -0- -0-
Edmund and Mary Shea
Real Property Trust 100,000 3.2% 100,000 -0- -0-
Joseph Mandarino 50,000 1.6% 50,000 -0- -0-
Christopher Lenzo 265,000(2) 8.3% 200,000 65,000 2%
</TABLE>
(1) Unless otherwise indicated, all such shares are issuable upon the exercise
of a warrant to purchase shares of Common Stock held by such Selling
Stockholder.
(2) Includes 65,000 shares of Common Stock.
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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
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.
9
<PAGE>
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 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.
The Company and the Selling Stockholders have agreed to indemnify each
other against certain liabilities in connection with the offering of the Shares,
including, without limitation, liabilities arising under the Securities Act.
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.
10
<PAGE>
<TABLE>
<S> <C>
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 LUKENS MEDICAL
offered hereby in any jurisdiction to any person to whom CORPORATION
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.
500,000 SHARES OF
COMMON STOCK
TABLE OF CONTENTS
Page
Available Information..................................2 -----------------------
Incorporation of Certain
Documents by Reference.................................3 PROSPECTUS
The Company............................................3
Recent Developments....................................4 -----------------------
Risk Factors...........................................4
Use of Proceeds........................................7
Selling Stockholders...................................7
Plan of Distribution...................................9
Legal Matters.........................................10
Experts...............................................10
SEPTEMBER 26, 1997
</TABLE>
<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.................................... $ 653.40
Accounting fees and expenses............................... $ 0
Legal fees and expenses.................................... $5,000.00
Miscellaneous expenses..................................... $1,000.00
--------
Total................................................. $6,653.40
========
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
23rd day of September, 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 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.
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 September 23, 1997
- ------------------------------
Robert S. Huffstodt,
President, Chief Executive Officer and Director (principal
executive officer and principal financial and accounting
officer)
/s/ John H. Robinson September 23, 1997
- ------------------------------
John H. Robinson,
Director
/s/ Robert L. Priddy September 23, 1997
- ------------------------------
Robert L. Priddy,
Director
II-4
<PAGE>
INDEX TO EXHIBITS
LUKENS MEDICAL CORPORATION
Exhibit
No. Description Page
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)
II-5
Exhibit 5.1
September 26, 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
September 26, 1997 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of up to 500,000
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 (the
"Selling Stockholders") as follows: 65,000 of the shares which are issued and
outstanding are to be sold by Christopher Lenzo, and an aggregate of 435,000 of
the Shares are issuable upon the exercise of certain warrants, each dated as of
May 12, 1992, issued by the Company to each of the Selling Stockholders (each a
"Warrant", and collectively, the "Warrants") and are to be sold by each of the
Selling Stockholders up to the amount of Shares specified in such Selling
Stockholder's Warrant.
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.
<PAGE>
Lukens Medical Corporation
Page 2
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
(a) the 65,000 Shares to be sold by Christopher Lenzo have been
duly authorized and validly issued and are fully paid and nonassessable; and
(b) the aggregate of 435,000 Shares to be sold by the Selling
Stockholders have been duly authorized and, when any of such Shares shall be
issued and delivered to and paid for by a Selling Stockholder pursuant to the
respective Warrant issued to such Selling Stockholder, such Shares 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
Exhibit 23.1
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 500,000 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
September 23, 1997
