AMERICAN BIOMED INC, S-3/A, 1996-08-23

AMERICAN BIOMED INC
S-3/A, 1996-08-23
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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<PAGE> 1
REGISTRATION NO. 333-03903

As filed with the Securities and Exchange Commission on August 23, 1996

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

AMENDMENT NO. 1
TO

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

------------------
AMERICAN BIOMED, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 76-0136574
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10077 GROGANS MILL ROAD #100
THE WOODLANDS, TEXAS 77380
(713) 367-3895
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

STEVEN B. RASH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN BIOMED, INC.
10077 GROGANS MILL ROAD #100
THE WOODLANDS, TEXAS 77380
(713) 367-3895
(Name, address and telephone number, including area code, of agent for service)

With copies to:

PORTER & HEDGES, L.L.P.
700 LOUISIANA
HOUSTON, TEXAS 77002-2764
(713) 226-0600
ATTN.: ROBERT G. REEDY

Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective.

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. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
Proposed Maximum Proposed
Title of Each Class of Shares Offering Maximum Aggregate Amount of
Securities to be Registered to be Registered Price Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001
per share . . . . . . . . . . . 1,101,000 $1.125(1) $1,238,625.00 $427.11(2)
- -------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share . . . . . . . . . . . 443,445 $1.796875(3) $796,815.23 $274.76(4)
- -------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share(5) . . . . . . . . . 1,214,250 $1.125(6) $1,366,031.25 $471.05(2)
- -------------------------------------------------------------------------------------------------------------
TOTAL 2,758,695 --- $3,401,471.48 $1,172.92
=============================================================================================================
</TABLE>

<PAGE> 2
(1) Pursuant to Rule 457(c), the registration fee for these shares is
calculated based upon the average of the bid and asked price per share
of the Common Stock reported by the NASD's OTC Bulletin Board(R) on May
14, 1996, or $1.125 per share.

(2) Previously paid.

(3) Pursuant to Rule 457(c), the registration fee for these shares is
calculated based upon the average of the bid and asked price per share
of the Common Stock reported by the NASD's OTC Bulletin Board(R) on
August 16, 1996, or $1.796875 per share.

(4) $81.85 of this amount has previously been paid.

(5) Issuable upon exercise of warrants evidencing the right to purchase
share of Common Stock, par value $.001 per share.

(6) In accordance with Rule 457(g), the registration fee for these shares
is calculated based upon a price of $1.125 per share, which represents
the highest of: (i) the price at which the warrants may be exercised;
(ii) the offering price of securities of the same class included in
the registration statement; or (iii) the price of securities of the
same class, as determined pursuant to Rule 457(c).

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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 3

AMERICAN BIOMED, INC.

------------------------------------

CROSS-REFERENCE SHEET

(PURSUANT TO ITEM 501(B) OF REGULATION S-K)

------------------------------------

<TABLE>
<CAPTION>
ITEM FORM S-3 ITEM AND CAPTION LOCATION IN PROSPECTUS
---- ------------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . Facing Page; Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages
of Prospectus . . . . . . . . . . . . . . Inside Front Cover Page; Outside Back Cover Page

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges . . . . The Company; Risk Factors

4. Use of Proceeds . . . . . . . . . . . . . Not Applicable

5. Determination of Offering Price . . . . . Not Applicable

6. Dilution . . . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders . . . . . . . . . Selling Security Holders

8. Plan of Distribution . . . . . . . . . . . Outside Front Cover Page; Plan of Distribution

9. Description of Securities to be Registered Not Applicable

10. Interests of Named Experts and Counsel . . Legal Matters

11. Material Changes . . . . . . . . . . . . . Not Applicable

12. Incorporation of Certain Information By
Reference . . . . . . . . . . . . . . . . Documents Incorporated by Reference

13. Disclosure of Commission Position
On Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . Not Applicable
</TABLE>
<PAGE> 4
PROSPECTUS

2,758,695 SHARES

AMERICAN BIOMED, INC.

COMMON STOCK
($.001 PAR VALUE)

---------------

This prospectus relates to 2,758,695 shares of common stock, par value
$.001 per share (the "Common Stock"), of American BioMed Inc., (the "Company")
which may be offered and sold from time to time by security holders of the
Company (the "Selling Security Holders"). Of the total number of shares
offered hereby, 1,214,250 are issuable upon the exercise of warrants to acquire
Common Stock and 1,544,445 are currently outstanding shares of the Company's
Common Stock owned by certain security holders of the Company. See "Selling
Security Holders." The Company will not receive any of the proceeds from the
sale of the shares of Common Stock offered hereby. However, if all of the
warrants representing shares of Common Stock in this offering are exercised,
the Company will receive aggregate proceeds therefrom of $469,700.

The Company's Common Stock traded on the Nasdaq Small-Cap Market under
the symbol "ABMI" from October 22, 1991 through October 13, 1994. Currently,
the Company's Common Stock is traded in the over-the-counter market on the
NASD's OTC Bulletin Board.(R) On August 16, 1996, the closing bid and asked
prices for the Company's stock were, respectively, $1.71875 and $1.875 per
share.

The Common Stock may be offered by the Selling Security Holders from
time to time in transactions on the NASD's OTC Bulletin Board(R) , in privately
negotiated transactions, or by a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Security Holders may effect such transactions by selling the Common
Stock to or through broker-dealers and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Security Holders or the purchasers of the Common Stock for whom such
broker-dealers may act as agent or to whom they sell as principal or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Security Holders" and "Plan of
Distribution."

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING
ON PAGE 3.
--------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

--------------------

The date of this Prospectus is August 23, 1996.

<PAGE> 5
AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Common Stock offered by this Prospectus. Certain portions of the
Registration Statement have not been included in this Prospectus. For further
information, reference is made to the Registration Statement and the exhibits
thereto. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Registration Statement (with exhibits), as well as such
reports, proxy statements and other information, can be inspected and copied at
the public reference facilities maintained by the Commission at its principal
offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
its regional offices at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60601 and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. In addition, the Commission maintains a World WideWeb site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants who file electronically with the
Commission.

DOCUMENTS INCORPORATED BY REFERENCE

The Company hereby incorporates by reference in this Prospectus (i)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995; the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996 and June 30, 1996; and (iii) the description of the
Company's Common Stock contained in the Company's Form S-1, dated May 11, 1993,
including any amendments or reports filed for the purpose updating such
description. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1995 are hereby incorporated
herein by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and before
the termination of the offering covered hereby will be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or replaces such statement.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference in this
Prospectus, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates. All such requests should be directed to American
BioMed, Inc., 10077 Grogans Mill Road #100, The Woodlands, Texas 77380,
Attention: Steve Rash, telephone number (713) 367-3895.

2
<PAGE> 6
THE COMPANY

American BioMed, Inc., a Delaware corporation (the "Company"), is
engaged in the development, manufacture and marketing of medical, surgical and
diagnostic devices. The Company's primary technology is directed at
interventional cardiology, endovascular surgery and minimally invasive surgical
devices. The principal products are atherectomy catheters, stents, clot
filters and drug delivery catheter systems. The Company's primary business
strategy is to design and develop minimally invasive medical devices to treat
atherosclerotic disease. The Company holds patents and/or proprietary rights
on several devices designed to facilitate the flow of blood through blood
vessels and to eliminate or minimize the buildup of plaque within vessels or
other synthetic implanted vessel devices.

The Company's executive offices are located at 10077 Grogans Mill Road
#100, The Woodlands, Texas 77380, and its telephone number is (713) 367-3895.

RISK FACTORS

In evaluating the Company and its business, prospective investors
should carefully consider all of the information set forth in this Prospectus
and should give particular attention to the following risk factors.

DEVELOPMENT STAGE; FINANCIAL CONDITION; QUALIFICATION OF INDEPENDENT
ACCOUNTANT'S OPINION

The Company is in the development stage and devotes substantially all
of its efforts to financial planning, raising capital, research and development
and developing markets for its products. The Company's cash requirements have
heretofore significantly exceeded its resources due to its expenditures related
to research and development, obtaining regulatory approvals, obtaining and
maintaining manufacturing and distribution arrangements, acquisitions and
product introductions. Consequently, the Company has incurred a cumulative
loss of $22,977,302 since its inception and had a working capital deficit of
$2,013,630 at June 30, 1996. The Company expects to continue to incur
operating losses until such time as it derives meaningful revenues from the
sale of its products. There are problems, delays, expenses and difficulties
typically encountered by companies in the development stage, many of which may
be beyond the Company's control, such as unanticipated results of laboratory or
clinical tests requiring changes in product design, changes in applicable
government regulations or the interpretation thereof, market acceptance of the
Company's products, and development of competing products by others. There can
be no assurance that the Company will successfully complete the transition from
a development stage company to profitability. Such ability is dependent upon,
among other things, its ability to obtain additional working capital to
develop, manufacture, and market its products and the success of future
operations. The Company's independent accountants have included an explanatory
paragraph in their report on the Company's financial statements at December 31,
1995, as to the uncertainty relating to the Company's ability to continue as a
going concern.

GOVERNMENTAL REGULATION AND FDA APPROVAL

The Company's products, development activities and manufacturing
processes are subject to extensive and rigorous regulation by the United States
Food and Drug Administration (the "FDA") pursuant to the Federal Food, Drug,
and Cosmetic Act (the "FDA Act"), by comparable agencies in foreign countries,
and by state regulatory agencies. Under the FDA Act, medical devices must
receive FDA clearance before they can be commercially marketed in the United
States. The process of obtaining marketing clearance from the FDA for new
products can take a number of years and require the expenditure of substantial
resources, and may involve rigorous pre-clinical and clinical testing. The
time required for completing such testing and obtaining FDA clearance is
uncertain, and there is no assurance that the Company will have sufficient
resources to complete the required testing and regulatory review process, that
such clearances will be granted, or that FDA review will not involve delays
that will adversely affect the Company's ability to commercialize additional
products. Delays or rejections may be encountered based upon changes in FDA
policy during the period of product development and FDA review of each
submitted application. Similar delays may also be encountered in other
countries. Even if regulatory approvals to market a product are obtained from
the FDA, these approvals may entail limitations on the indicated uses of the
product. In addition, as can be expected with any investigational device,
modifications will be made to the Company's products to incorporate and enhance
their functionality and performance based upon new data and design review.
There can be no assurance that the FDA will not request additional information
relating to product improvements, that any such improvements will not require
further regulatory review thereby delaying the testing, approval and

3
<PAGE> 7
commercialization of the Company's development products, or that ultimately
any such improvements will receive FDA clearance. Product approvals by the FDA
can also be withdrawn due to failure to comply with regulatory standards or the
occurrence of unforseen problems following initial approval. Later discovery
of previously unknown problems with a product, manufacturer, or facility may
result in restrictions on such product or manufacturer, including fines, delays
or suspensions of regulatory clearances, seizures or recalls of products,
operating restrictions and criminal prosecution, and could have a material
adverse effect on the Company. FDA regulations depend heavily on
administrative interpretation, and there can be no assurance that future
interpretations made by the FDA or other regulatory bodies, with possible
retroactive effect, will not adversely affect the Company.

FDA regulations also require manufacturers of medical devices to
adhere to certain "Good Manufacturing Practices" ("GMP"), which include
testing, quality control and documentation procedures. On February 5, 1993,
the FDA issued a Warning Letter to the Company advising it of several GMP
deficiencies in its Cathlab Corporation ("Cathlab") manufacturing facility.
The Company responded to the Warning Letter and the Warning Letter was
subsequently lifted. Compliance with applicable regulatory requirements is
subject to continual review and will be monitored through periodic inspections
by the FDA. In May 1993, following an inspection of the Cathlab facility, the
Company was advised by the FDA of continuing GMP deficiencies. The Company is
not presently subject to any enforcement or other action adversely affecting
the continued manufacture or distribution of the Company's products from this
facility. Following the inspection of the Cathlab facility in May 1996, the
FDA advised the Company that it is in compliance with the applicable
requriements of the FDA Act and implementing regulations.

POSSIBLE DEFAULT ON ABERLYN AGREEMENTS

In December 1992, the Company and Aberlyn Capital Management Limited
Partnership ("Aberlyn") entered into a Patent Assignment and License Agreement
pursuant to which the Company assigned all Cathlab patents to Aberlyn in
consideration of payment to the Company of $500,000. The patents were
exclusively licensed back to the Company for three years, after which Aberlyn
was obligated to reassign the patents to the Company for additional
consideration. Furthermore, in January 1993 the Company and Aberlyn entered
into a three-year Master Lease Agreement, pursuant to which the Company could
request Aberlyn to purchase equipment for up to $1,000,000 and lease it back to
the Company. During 1993, two draws were made against the Master Lease
Agreement, one in the amount of $205,000 against Cathlab equipment and another
in the amount of $100,000 against equipment at the Company's Woodlands
facility.

In 1994, the Master Lease Agreement, as well as the Patent Assignment
and License Agreement, were renegotiated to require semi-annual rather than
monthly payments. The Company did not make payments when due and Aberlyn
demanded payment in full. On May 28, 1996, Aberlyn and the Company agreed to
restructure these obligations, which agreement was approved by the Board of
Directors on July 17, 1996. The agreement requires payments to Aberlyn to be
made over a twenty-four month period commencing June 1, 1996. If the Company
fails to make timely payments, Aberlyn may assert that the Company has
defaulted on the Patent Assignment and License Agreement and Master Lease
Agreement, which are collateralized by certain assets of the Company. The loss
of these assets could have a material adverse effect on the Company's financial
position, results of operations and cash flows.

POTENTIAL FAILURE TO SATISFY USSC NOTE

On May 1, 1995, the Company and United States Surgical Corporation
("USSC"), a Delaware corporation, entered into an Option Agreement (the "Option
Agreement"), pursuant to which USSC was granted a 90-day option to purchase the
Company's technologies for stents (including the OmniStent(TM)), atherectomy
catheters (including the OmniCath Atherectomy Catheter(R)), toposcopic
catheters (including the Evert-O-Cath(TM) Drug Delivery Catheter) and all the
intellectual property rights, inventory, equipment and goodwill related thereto
(collectively, the "Assets"). Upon execution of the Option Agreement, USSC paid
$2.0 million to the Company (the "Initial Payment") in consideration of the
option and in partial consideration for the purchase price.

On July 20, 1995, USSC elected not to exercise its option to acquire
certain assets. As a result, the Company retained $1.0 million of the Initial
Payment as a forfeited option fee. The other $1.0 million was payable to USSC
plus interest at 10% per annum beginning July 20, 1995 (the "Note"). The Note,
originally due January 20, 1996, which is

4
<PAGE> 8

collateralized by the Company's stent technology, was extended to March 15,
1996. On May 9, 1996, the Company and USSC extended the Note until September
15, 1996. The agreement requires payments as follows: $50,000 on May 22,
$75,000 on June 15, $75,000 on July 15, $75,000 on August 15 and the remaining
balance of the Note on September 15.

If the Company fails to make payments on the Note as they come due,
USSC may assert that the Company is in default of the Note, which is
collateralized by the Company's stent technology. The loss of this asset could
have a material adverse effect on the Company's financial position, results of
operations and cash flows.

POSSIBILITY OF UNSUCCESSFUL NEW PRODUCT DEVELOPMENT; RELIANCE ON PRODUCTS UNDER
DEVELOPMENT

Three of the Company's primary development products, the OmniCath(R),
the OmniStent(TM), and the Evert-O-Cath(TM), are under development in several
different versions. Commercial introduction of the OmniCath(R) can only
commence upon completion of human clinical trials and receipt of regulatory
approval. In 1995, the Company received FDA approval to begin Phase II
clinical trials of the OmniCath(R) for peripheral use. Phase II clinical
trials commenced August 1, 1996, and the Company is awaiting approval from the
Canadian government to conduct human clinical trials for coronary use in
Canada. The Company has not completed the approval process with respect to the
OmniStent(TM), but expects to initiate European clinical trials for this
product in 1997. The Company received FDA approval of a version of the
Evert-O-Cath(TM) for non-coronary use and is evaluating the market potential
for this product while also seeking regulatory approval of a version of the
Evert-O-Cath(TM) for non-coronary use with more advanced features. There can
be no assurance that FDA approval of marketable products will be obtained on a
timely basis, if at all. The success of the OmniCath(R), the OmniStent(TM),
and the Evert-O-Cath(TM), if and when commercially introduced, will depend upon
acceptance by the medical community, which cannot be assured. Finally, there
can be no assurance that the products, if sold, will generate the level of
profits anticipated. In the event commercialization or development of the
OmniCath(R), the OmniStent(TM), and/or the Evert-O-Cath(TM) is delayed or those
product lines do not achieve market acceptance, there may be a material adverse
effect on the Company's financial position, results of operations and cash
flows.

POTENTIAL NEED FOR ADDITIONAL PARTNERS

The Company's strategy for research, development, and
commercialization of certain of its products may require the Company to enter
into collaborative arrangements with corporate partners. There can be no
assurance that the Company will be able to attract such corporate partners or
that the Company will be able to negotiate such partnerships on acceptable
terms. Further, reliance on collaborations with others may adversely affect
the Company's profitability. Although the Company believes its collaborators
will have an economic motivation to perform their contractual obligations under
any arrangements with the Company, the time and amount of resources they devote
to these activities will not be within the control of the Company and may be
affected by such collaborators' financial condition or other difficulties.
There can be no assurance that such parties will perform their obligations as
expected, or that the Company will generate any revenues from these agreements.
In addition, there can be no assurance that any such corporate partners will
not pursue alternative technologies to develop products similar to those being
developed by the Company.

TECHNOLOGICAL CHANGE

The medical device industry is characterized by extensive research and
development and rapid technological change. Development by others of new or
improved products, processes or technologies may make the Company's products or
proposed products obsolete or less competitive. The Company will be required
to devote continued efforts and financial resources to bring its development
products to market, enhance its existing products and develop new products for
the medical marketplace.

HIGHLY COMPETITIVE INDUSTRY

Competition in the biomedical industry is intense. Many of the
Company's products compete directly with similar products sold by a number of
companies. There can be no assurance that these products will be able to
maintain a sizable market share, if any. There are many companies and academic
institutions that are capable of developing products of similar

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<PAGE> 9
design, and that have developed and are capable of developing products based on
other technologies, including lasers, drug-based therapies and thermal systems,
that are or may be competitive with the Company's current and proposed
products. Many of these companies and academic institutions are
well-established, have substantially greater financial and other resources than
the Company, and have established reputations for success in the development,
sale and service of products. These companies and academic institutions may
succeed in developing competing products that are more effective than those of
the Company or that receive FDA approval more quickly than the Company's
products. The Company's ability to compete will be dependent upon its ability
to get products approved by regulatory authorities and introduced to the
market, including the arrangement of a distribution network, and to provide
products with advanced performance features, none of which can be assured.

UNCERTAINTY OF MARKET ACCEPTANCE

As with any new medical technology, there is substantial risk that
the marketplace may not accept or be receptive to the potential benefits of
such technology. Achieving market acceptance for the Company's products will
require substantial marketing efforts and the expenditure of significant funds
to inform potential customers, including third-party distributors, of the
distinctive characteristics and benefits of those products. There can be no
assurance that the Company's current and proposed products will be accepted by
the medical community or that any of the Company's current or proposed products
will be able to compete effectively against current and alternative treatments.

LIMITED MARKETING EXPERIENCE; DEPENDENCE ON THIRD PARTY DISTRIBUTORS

The Company sells and intends to sell its products primarily through
third-party distributors and may, on a limited basis, sell products
independently. The Company is, and will be, substantially dependent on its
arrangements with distributors to generate product revenues, and there can be
no assurance that the Company will be able to obtain satisfactory arrangements
with distributors, or that the Company will realize substantial revenues from
sales by distributors. The loss of any of its major distributors, in the
absence of substantially similar replacement arrangements, could have a
material adverse effect on the ability of the Company to introduce and sell
products and to move beyond the development stage. In the event that the
Company determines that its distribution arrangements are unsatisfactory, or is
unable to obtain satisfactory distribution arrangements for any product in any
geographic area, unless prohibited by existing distribution arrangements, the
Company may attempt to distribute products in that geographic area
independently. Inasmuch as the Company has limited marketing experience and
has limited financial and other resources to undertake extensive independent
marketing activities, there can be no assurance that the Company will be able
to market products successfully.

LIMITED MANUFACTURING EXPERIENCE

The Company currently manufactures OmniCaths(R) for human clinical
trials. The Company has no experience manufacturing these products in
commercial quantities and there can be no assurance that the Company will be
able to manufacture them on a cost-effective basis. Failure to meet production
requirements could have a material adverse impact on the ability of the
Company's products to achieve market acceptance. The Company's inability to
maintain its current manufacturing arrangements, or obtain other necessary
manufacturing arrangements on acceptable terms, could have a material adverse
effect on the Company's ability to commercialize products. Further, failure of
the Company or its manufacturers to adhere to GMP could delay production, which
could in turn have a material adverse effect on the Company's financial
position, results of operations and cash flows.

RELIANCE AND LIMITATIONS ON THIRD PARTY REIMBURSEMENT

The Company's products are purchased by hospitals, physicians, and
other health care providers, which bill various third-party payors, such as
government health programs, private health insurance plans, managed care
organizations and other similar programs, for the health care goods and
services provided to their patients. Payors may deny reimbursement if they
determine that a product was not used in accordance with established payor
protocol regarding cost-effective treatment methods, or was used for an
unapproved treatment. Increasingly, third-party payors are also contesting the
prices charged for medical products and services and, in some instances, have
put pressure on medical device suppliers to lower their prices. There is no
assurance that reimbursement for the Company's products will be available or,
if available, that payors' reimbursement levels will not adversely affect the
Company's ability to sell its products on a profitable basis. Failure by

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<PAGE> 10
hospitals and other users of the Company's products to obtain reimbursement
from third-party payors and changes in third-party payors' policies towards
reimbursement for procedures using the Company's products, could have a
material adverse effect on the Company's financial position, results of
operations and cash flows.

PROPOSED HEALTH CARE REFORM

The cost of health care has risen significantly over the past decade,
and there have been and may continue to be proposals by legislators, regulators
and third-party payors to curb these costs. Health care reform is an area of
increasing national attention and a priority of many governmental officials.
Certain reform proposals, if adopted, could impose limitations on the prices
the Company will be able to charge in the United States for its diagnostic
products and any therapeutic products, or the amount of reimbursement available
for the Company's products from governmental agencies of third-party payors.

DEPENDENCE ON PATENTS AND PROTECTION OF PROPRIETARY INFORMATION

The medical device industry traditionally has placed considerable
importance on obtaining and maintaining patents and trade secret protection for
significant new technologies, products and processes and the Company's ability
to compete effectively with other companies is materially dependent upon the
proprietary nature of it technologies. The Company pursues a policy of
generally obtaining patent protection in both the United States and abroad for
patentable subject matter in its proprietary devices. Currently, the Company
owns several United States patents and has United States and international
patent applications pending with respect to the OmniCath(R), OmniStent(TM) and
cardiac-assist pumps under development by the Company. There can be no
assurance that any pending or future patent applications will result in issued
patents, or that any current or future patents issued to the Company will not
be challenged, invalidated or circumvented, or that the rights granted
thereunder will provide a competitive advantage to the Company. The
invalidation of key patents or proprietary rights owned by the Company could
have an adverse effect on the Company and on its business prospects.

The patent position of medical device firms generally is highly
uncertain and involves complex legal and factual questions. There has not
emerged any consistent policy regarding the breadth of claims allowed in
medical device patents. Accordingly, there can be no assurance that patent
applications relating to the Company's products or technology will afford
protection against competitors with similar technology. In addition, companies
that obtain patents for products or processes that are necessary for or useful
to the development of the Company's products may bring legal actions against
the Company claiming infringement. In recent years it has been common for
companies in the medical device field to aggressively challenge the rights of
other companies to develop and sell competitive devices. Differences in
catheter devices can be very small and there has been substantial litigation by
established companies to prevent the marketing of new devices. Regardless of
the outcome, any future litigation could result in substantial expense to the
Company and significant diversion of the efforts of the Company's technical and
management personnel. There can be no assurance that the Company will have the
financial resources necessary to enforce any patent rights it may hold.
Although the Company is not aware of any claim that it infringes or will
infringe any existing patent, in the event that in the future the Company is
unsuccessful in defending against a claim of infringement, it may be required
to obtain licenses to patents or to other proprietary technology in order to
develop, manufacture or market its products. There can be no assurance that
the Company will be able to obtain licenses on commercially reasonable terms or
that the patents underlying the licenses will be valid and enforceable. In the
event the Company's right to market any of its products were to be successfully
challenged, the Company's business and prospects could be materially adversely
affected.

DEPENDENCE ON KEY PERSONNEL

The success of the Company largely will be dependent on the efforts of
Steven B. Rash, the Company's President and Chief Executive Officer. Although
the Company has entered into an employment agreements with Mr. Rash, the loss
of his services would have a material adverse effect on the Company's business
and prospects. The success of the Company also is dependent upon its ability
to retain its operating, marketing, technical and financial personnel. The
competition for qualified personnel in the medical device industry is intense
and, accordingly, there can be no assurance that the Company will be able to
hire or retain necessary personnel.

7
<PAGE> 11
EXPOSURE TO PRODUCT LIABILITY CLAIMS

The medical device industry historically has been very litigious, and
the manufacture and sale of the Company's products inherently entails a risk of
product liability claims. As a supplier of products which may be used in
medical diagnosis or treatment, the Company will face the risk of exposure to
product liability claims in the event that the end use of its products results
in unanticipated adverse effects. The Company does not currently carry any
product liability insurance. The Company may, but will not be obligated, to
acquire such coverage as the Company further develops products. No assurance
can be given that the Company will acquire such insurance, that adequate
insurance coverage will be available at a reasonable cost, or that a product
liability claim would not have a material adverse effect on the business or
financial condition of the Company. In addition, the costs of defending or
settling a product liability action and the negative publicity arising
therefrom, could have a material adverse impact on the Company, even if the
Company were ultimately to prevail. Furthermore, in the event problems arise
with the Company's products after commercial introduction, the Company might be
required to recall the defective products. In that event, the costs and
potential liability to the Company could be significant and might have a
material adverse effect on the Company's business and operations.

RISKS OF INTERNATIONAL TRANSACTIONS

The Company has arrangements with several foreign distributors to
distribute products in Europe, Southeast Asia, the Far East, Central America
and South America. In addition, the Company obtains certain supplies from
foreign suppliers. International transactions subject the Company to several
potential risks, including fluctuating exchange rates (to the extent the
Company's transactions are not in U.S. dollars), regulation of fund transfers
by foreign governments, United States and foreign export and import duties and
tariffs and political instability. There can be no assurance that any of the
foregoing will not have a material adverse effect upon the business of the
Company.

BUSINESS EXPANSION AND COMPANY ACQUISITIONS

Since the closing of the Company's initial public offering in October
1991 (the "1991 Offering"), the Company has expanded its business and
activities through the stock acquisition of Freedom Machine, Inc. ("FMI") and
Cathlab, and the purchase of rights to certain technology from VMS Medical,
Inc. ("VMS"). Further, the Company has entered into agreements to become the
distributor of products developed by others. The Company views this expansion
as complementary to its OmniCath(R) and Evert-O-Cath(TM) development efforts
and as a possible opportunity to generate sales. There can be no assurance
that the Company's acquisitions and expanded activities will prove successful,
that acquired or distributed products will prove complementary to the Company's
business, that the Company will generate sales or profits from these activities
or from any of its acquired companies or assets, or that such acquisitions and
activities will not overtax the Company's limited management, financial and
other resources and slow or prevent the Company from achieving its research and
development goals. In 1993, an arrangement by which the Company was to
distribute the products of a third party was dissolved pursuant to a settlement
agreement.

DELISTING OF SECURITIES FROM NASDAQ

The National Association of Securities Dealers, Inc. ("NASD") has
adopted rules which impose stringent criteria for continued listing of
securities on the NASDAQ Small-Cap Market. Under the rules, in order to
maintain the listing of its securities on the NASDAQ Small-Cap Market, a
company must have, among other things, total assets of $2 million, capital and
surplus of $1 million and, in certain circumstances, a minimum bid price for
its common stock of $1.00 per share. The Company's Common Stock traded on the
NASDAQ Small-Cap Market under the symbol "ABMI" from October 22, 1991 through
October 13, 1994. On October 13, 1994, the Company was delisted from NASDAQ
because the Company did not meet the required $1 million in equity as of June
30, 1994. Trading in the Company's stock is presently conducted in the
over-the-counter market on the NASD's OTC Bulletin Board(TM). As a consequence
of such delisting, investors may find it comparatively more difficult to
dispose of, or to obtain accurate quotations as to the price of, the Company's
securities than when the Common Stock was traded on the NASDAQ Small-Cap
Market. In addition, the delisting may prove detrimental to the amount of news
coverage the Company receives, and information relating to the Company may be
comparatively more difficult to obtain than when the Common Stock was traded on
the NASDAQ Small-Cap Market. This in turn could result in a decline in the
market for the Company's securities and make it more difficult for the Company
to obtain additional financing. No assurance can be given that the Company
will be eligible at some future date for the relisting of its Common Stock on
the NASDAQ Small-Cap Market.

8
<PAGE> 12
The Penny Stock Reform Act of 1990 requires additional disclosure,
relating to the market for penny stocks, in connection with trades in any stock
defined as a penny stock. The Commission has adopted regulations that
generally define a penny stock to be an equity security that has a market price
of less than $5.00 per share, subject to certain exceptions. Such exceptions
include any equity security listed on the NASDAQ Small-Cap Market and any
equity security issued by an issuer that has (i) net tangible assets of at
least $2,000,000, if such issuer has been in continuous operation for three
years, (ii) net tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or (iii) average annual
revenue of at least $6,000,000, if such an issuer has been in operation for
less than three years. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith.

In addition, because the Company's securities are not quoted on the
NASDAQ Small-Cap Market and the Company does not have $2,000,000 in net
tangible assets, trading in the Common Stock is covered by Rule 15g-9
promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and
nonexchange listed securities. Under such rule, broker/dealers who recommend
such securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale. Securities also are exempt from this rule if the market price is at
least $5.00 per share.

The Company's Common Stock currently falls within the definition of a
penny stock and this may have impaired the market liquidity for the Company's
securities, given that regulations on penny stocks may limit the ability of
broker/dealers to sell the Company's securities, and thus limit the ability of
purchasers of the Company's securities to sell their securities in the
secondary market.

OUTSTANDING OPTIONS AND WARRANTS

As of June 30, 1996, the Company had outstanding stock options to
purchase 2,846,943 shares of its Common Stock and outstanding warrants to
purchase 3,984,978 shares of its Common Stock, which options and warrants are
exercisable over the next several years at prices ranging from $0.001 to
$9.2125. The holders of certain of such options and warrants therefore have an
opportunity to profit from a rise in the market price of the Company's Common
Stock with a resulting dilution in the interests of the other stockholders.
Further, the terms on which the Company may obtain additional financing during
the next several years may be adversely affected by the existence of such
options and warrants. The holders of the options and warrants are likely to
exercise them at a time when the Company would otherwise be able to obtain
additional capital through an equity financing on terms more favorable than
those provided by the options and warrants.

AUTHORIZATION OF PREFERRED STOCK

The Company's Certificate of Incorporation authorizes the issuance of
preferred stock with designations, rights and preferences 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 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. The issuance of preferred stock
with anti-takeover measures could have a depressive effect on the market price
of the Company's Common Stock and could discourage hostile bids in which
stockholders may receive premiums for their shares. At present, 1,390 shares of
Series A Preferred Convertible Stock are outstanding.

NO CASH DIVIDENDS

The Company does not anticipate paying cash dividends on its Common
Stock in the foreseeable future. It is anticipated that any earnings that may
be generated from the Company's operations will be used to finance the
Company's growth.

POSSIBLE VOLATILITY OF SECURITIES PRICES

The market price of the Company's securities may be highly volatile,
as has been the case with the securities of other companies engaged in high
technology research and development. Factors such as announcements by the
Company

9
<PAGE> 13
or its competitors concerning technological innovations, new commercial
products or procedures, proposed government regulations and developments, or
disputes relating to patents or proprietary rights may have a significant
impact on the market price of the Company's securities.

SELLING SECURITY HOLDERS

The following table sets forth the name of each Selling Security
Holder and the number of shares of Common Stock being offered by each Selling
Security Holder. The shares of Common Stock being offered hereby are being
registered to permit public secondary trading, and the Selling Security Holders
may offer all or a portion of the shares for resale from time to time. See
"Plan of Distribution."

<TABLE>
<CAPTION>
Amount Amount Percentage
Beneficially Beneficially Beneficially
Owned Owned Owned
Prior to Amount Following Following
Name Offering Offered Offering Offering++
---- -------- ------- -------- --------
<S> <C> <C> <C> <C>
Aberlyn Holding Company, Inc. . . . . . . . . . 636,774 115,000 521,774 4.08%
ACT Medical . . . . . . . . . . . . . . . . . . 30,000 30,000 --- ---
Aguren & Schorr, P.C. . . . . . . . . . . . . . 5,800 5,800 --- ---
Amalgam Capital . . . . . . . . . . . . . . . . 151,750 151,750+ --- ---
James Bertocchio . . . . . . . . . . . . . . . 25,000 25,000+ --- ---
L.D. Blackwell . . . . . . . . . . . . . . . . 175,000 175,000 --- ---
Charles R. Bosco . . . . . . . . . . . . . . . 100,000 100,000+ --- ---
George M. Britton . . . . . . . . . . . . . . . 125,000 125,000 --- ---
Norman Bruns . . . . . . . . . . . . . . . . . 50,818 49,000 1,818 *
Dr. Larry J. Buckel . . . . . . . . . . . . . . 31,000 31,000 --- ---
Louis T. Buonocore . . . . . . . . . . . . . . 24,000 24,000 --- ---
Cassie & Associates . . . . . . . . . . . . . . 20,000 20,000 --- ---
Dr. Andrew Common . . . . . . . . . . . . . . . 5,000 5,000 --- ---
Conley, Rose & Tayon . . . . . . . . . . . . . 40,000 40,000 --- ---
Christ Demos . . . . . . . . . . . . . . . . . 50,000 50,000+ --- ---
Corporate Communications . . . . . . . . . . . 22,800 22,800** --- ---
Richard J. Domerq . . . . . . . . . . . . . . . 220,000 220,000+ --- ---
Endotec, Inc. . . . . . . . . . . . . . . . . . 40,000 40,000 --- ---
Richard Feldman . . . . . . . . . . . . . . . . 102,500 102,500+ --- ---
Duane Gengler . . . . . . . . . . . . . . . . . 87,500 87,500+ --- ---
Gibbs and Runyan . . . . . . . . . . . . . . . 12,000 12,000 --- ---
Dan Hallman . . . . . . . . . . . . . . . . . . 47,857 18,000 29,857 *
Heatmax . . . . . . . . . . . . . . . . . . . . 65,000 65,000 --- ---
Joyce Heinrich . . . . . . . . . . . . . . . . 3,500 3,500 --- ---
Charles Horrell . . . . . . . . . . . . . . . . 22,909 20,000 2,909 *
Harrell Huff . . . . . . . . . . . . . . . . . 90,000 90,000*** --- ---
Stanley J. Hydrisko . . . . . . . . . . . . . . 2,000 1,000 1,000 *
Joseph J. Janecka, Jr. . . . . . . . . . . . . 7,000 7,000 --- ---
Betty Janitz . . . . . . . . . . . . . . . . . 25,000 25,000+ --- ---
P.E. & Mary Helen Jones . . . . . . . . . . . . 25,000 25,000+ --- ---
Herbert L. Kalman . . . . . . . . . . . . . . 10,000 10,000 --- ---
Penny Koenig . . . . . . . . . . . . . . . . . 90,000 90,000*** --- ---
John N. Koroyanis . . . . . . . . . . . . . . . 25,000 25,000+ --- ---
</TABLE>

10
<PAGE> 14

========= ========= ======= =======
TOTAL 3,321,053 2,758,695 562,358 4.40%
</TABLE>

- ---------------

+ These shares may be acquired upon the exercise of a warrant to purchase
Common Stock at an exercise price of $0.40 per share.

++ Assumes no sales are effected by the Selling Security Holder during the
offering period other than pursuant to this Registration Statement.

* Represents less than one percent.

** Of these shares, 20,000 may be acquired upon the exercise of a warrant to
purchase Common Stock at an exercise price of $0.50 per share.

*** Of these shares, 40,000 may be acquired upon the exercise of a warrant to
purchase Common Stock at an exercise price of $0.25 per share.

Except as set forth below, no Selling Security Holder has held any
position or office, or has had any material relationship with, the Company or
any of its affiliates within the past three years.

Herbert L. Kalman has served as director, Secretary and Treasurer of the
Company since June 28, 1995. In addition, he served as Vice President and
Chief Financial Officer from March 1994 through October 1995; Phillip R. Rose
and Steven Rose are related by marriage to Mr. Kalman; Joseph J. Janecka, Jr.
served as Vice President and General Manager of the Company from February 20,
1993 to December 23, 1993. Thereafter, he held the position of Chief Operating
Officer. Mr.

11
<PAGE> 15

Janecka resigned from the Company on December 16, 1994. P.E. and Mary Helen
Jones are related by marriage to David P. Summers, Ph.D., currently the
Company's Chairman of the Board. Porter & Hedges, L.L.P. represents the
Company as its principal outside legal counsel. Aberlyn Holding Company, Inc.
is an affiliate of Lawrence M. Hoffman, a director of the Company. A large
proportion of the Selling Security Holders are past and/or present vendors of
the Company who have accepted shares of Common Stock as payment for amounts
owed to them by the Company.

PLAN OF DISTRIBUTION

The Company has been advised that the Selling Security Holders may sell
Common Stock from time to time in transactions on the NASD's OTC Bulletin
Board(R), in privately-negotiated transactions or by a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Security Holders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Security Holders or the purchasers of the
Common Stock for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation to a particular broker-dealer might
be in excess of customary commissions).

The Selling Security Holders and any broker-dealers who act in connection
with the sale of Common Stock hereunder may be deemed to be "underwriters" as
that term is defined in the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

The Company has agreed to indemnify the Selling Security Holders and
underwriters against certain liabilities, including certain liabilities under
the Securities Act.

With respect to the shares of Common Stock offered hereby which may be
acquired upon the exercise of warrants (the "Warrant Shares"), each of the
warrant holders (the "Warrant Holders"), representing an aggregate of 1,214,250
shares of Common Stock, has agreed that the Company may voluntarily suspend the
effectiveness of this registration statement for a limited time, not to exceed
120 days, if the Company has been advised by counsel or a managing underwriter
involved in an offering by the Company that the offering of the Warrant Shares
pursuant to this registration statement would adversely affect, or would be
improper in view of, a proposed financing, reorganization, recapitalization,
merger, consolidation or similar transaction involving the Company.

The Company will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby. However, if all of the warrants
representing shares of Common Stock in this offering are exercised, the Company
will receive aggregate proceeds therefrom of $469,700.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed on for the
Company by Porter & Hedges, L.L.P., of Houston, Texas. Porter & Hedges, L.L.P.
is offering 30,000 shares of Common Stock pursuant to this prospectus. See
"Selling Security Holders."

EXPERTS

The consolidated balance sheets as of December 31, 1995 and 1994 and the
consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows for each of the three years in the period ended
December 31, 1995 and for the period from inception, September 4, 1984, to
December 31, 1995, incorporated by reference in this prospectus, have been
incorporated herein in reliance on the report, which includes an explanatory
paragraph that refers to substantial doubt regarding the Company's ability to
continue as a going concern, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

12
<PAGE> 16

=========================================================== ===========================================================

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE AMERICAN BIOMED, INC.
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE COMMON STOCK
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF, OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE SUCH DATE.

--------------------

TABLE OF CONTENTS
---------------

Page P R O S P E C T U S
----
Available Information . . . . . . . . . . . . . . . 2 ---------------
Documents Incorporated by Reference . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . 3
Selling Security Holders . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . 12
AUGUST 23, 1996

=========================================================== ===========================================================
</TABLE>

<PAGE> 17
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by the Company in connection with the
offering of the shares of Common Stock to be registered and offered hereby are
as follows:

<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . $1,145.39

Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . $12,500.00

Blue Sky fees and expenses (including legal expenses) . . . . . . $0

Accounting fees and expenses . . . . . . . . . . . . . . . . . . . $5,400.00

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . $2,600.00

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21,645.39
==========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matters as to
which such person shall have been adjudged liable to the corporation, except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, or (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.

The Company's Certificate of Incorporation requires the Company to
indemnify its directors and officers to the fullest extent permitted by Section
145 of the Delaware General Corporation Law. In addition, the Company
maintains directors' and officers' liability insurance.

II-1
<PAGE> 18
ITEM 16. EXHIBITS.

The following is a list of all the exhibits filed as part of the
Registration Statement.

EXHIBITS

<TABLE>
<CAPTION>
Number
------
<S> <C> <C>
5.1 -- Opinion of Porter & Hedges, L.L.P., as to the legality of the Common Stock.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1 -- Power of Attorney (included on the signature page to the originaly filed
Registration Statement).
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Exchange Act that are incorporated by
reference in the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-2
<PAGE> 19
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-3
<PAGE> 20
SIGNATURES

In accordance with 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 of filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of The
Woodlands, State of Texas on August 23, 1996.

AMERICAN BIOMED INC.

By: /s/ Steven B. Rash
--------------------------------------------
Steven B. Rash
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ David P. Summers+ Chairman of the Board
--------------------------------------------
David P. Summers, Ph.D.

/s/ Steven B. Rash+ President, Chief Executive
-------------------------------------------- Officer and Director
Steven B. Rash

Director
--------------------------------------------
Lawrence M. Hoffman

Director
--------------------------------------------
Herbert L. Kalman

/s/ Claudio Guazzoni+ Director
--------------------------------------------
Claudio Guazzoni

+By: /s/ Steven B. Rash
----------------------------------------
Steven B. Rash,
individually and as Attorney-in-Fact
</TABLE>

II-5
<PAGE> 21
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Porter & Hedges, L.L.P., as to the legality of the Common Stock . . . .

23.1 Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . . . . . . . .
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1). . . . . . . . . . . .

24.1 Power of Attorney (included on the signature page to the originally filed
Registration Statement) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

<PAGE> 1
EXHIBIT 5.1

[PORTER & HEDGES, L.L.P. LETTERHEAD]

August 23, 1996

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549

Ladies and Gentlemen:

We have acted as counsel to American BioMed, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended. The Registration Statement relates to an aggregate of shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), which
may be offered and sold from time to time by selling security holders (the
"Selling Security Holders") of the Company.

We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such representations
of law as we have deemed necessary, relevant or appropriate to enable us to
render the opinion expressed herein. In such examination, we have assumed the
genuineness of all signatures and authenticity of all documents, instruments,
records and certificates submitted to us as originals.

Based on such examination and review and on representations made to us
by the officers and directors of the Company, we are of the opinion that (i)
the 1,544,445 shares of Common Stock to be offered pursuant to the Registration
Statement are validly issued, fully-paid and nonassessable outstanding shares
of Common Stock and (ii) up to 1,214,250 shares of Common Stock to be offered
and sold pursuant to the Registration Statement will be, when issued by the
Company upon the exercise by the Selling Security Holders of warrants for the
Common Stock, validly issued, fully-paid and nonassessable outstanding shares
of the Common Stock.

We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Prospectus included in the Registration Statement.

Very truly yours,

PORTER & HEDGES, L.L.P.

<PAGE> 1
EXHIBIT 23.1

[COOPERS & LYBRAND L.L.P. LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement on
Form S-3 of our report, which includes an explanatory paragraph that refers to
substantial doubt regarding the Company's ability to continue as a going
concern, dated March 27, 1996, on our audits of the consolidated financial
statements and the financial statement schedule of American BioMed, Inc. and
Subsidiaries as of December 31, 1994 and 1995, and for the years ended December
31, 1993, 1994 and 1995, and for the period from inception, September 4, 1984,
to December 31, 1995. We also consent to the reference to our firm under the
caption "Experts".

/s/ COOPERS & LYBRAND L.L.P.

Coopers & Lybrand L.L.P.

Houston, Texas
August 23, 1996