<PAGE>
As filed with the Securities and Exchange Commission on February 21, 1997
Registration No. 33-43585
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MISONIX, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
New York 3841 11-2148932
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or organization) Classification Code Number)
</TABLE>
1938 New Highway
Farmingdale, New York 11735
(516) 694-9555
(Address of principal executive offices
and place of business and telephone number)
Joseph L. Librizzi
President
MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735
(516) 694-9555
(Name, address and telephone number of agent for service)
------------------------------
Copies to:
Edward I. Tishelman, Esq.
Hartman & Craven LLP
460 Park Avenue, Suite 1100
New York, New York 10022
Tel: (212) 836-4940 Fax: (212) 688-2870
Approximate date of proposed sale to the public: As soon as practicable after
the Registration Statement becomes effective. 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, check the following box:
|X|
The Registrant hereby amends this Post-Effective Amendment No. 2 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 Post-Effective
Amendment No. 2 shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the Post-Effective Amendment No. 2
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum
Title of each class of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered (1) price per unit price registration fee
====================================== ===================== ================== ====================== ======================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,940,000 shares(2) $ 6.50 $12,610,000.00 $3,940.63
Redeemable Warrants 1,940,000 warrants(3) $ .10 $ 194,000.00 $ 60.63
Common Stock, $.01 par value 1,940,000 shares (4) $ 7.80 $15,132,000.00 $4,728.75
Underwriter's Warrants 160,000 warrants $ .001 $ 160.00 (5)
Common Stock, $.01 par value(6) 160,000 shares $10.725 $ 1,716,000.00 $ 536.25
Redeemable Warrants 160,000 warrants $ .165 $ 26,400.00 $ 8.25
Common Stock, $.01 par value(7) 160,000 shares $12.87 $ 2,059,200.00 $ 643.50
Total $31,737,760.00 $9,918.01(8)
====================================== ===================== ================== ====================== ======================
</TABLE>
- ----------------------------------------------
(1) Pursuant to Rule 416, there are also being registered an
undeterminable number of shares of the Registrant's Common Stock
which may become issuable pursuant to the antidilution provisions of
the warrants being registered.
(2) Includes 240,000 shares subject to an over-allotment option granted
to the Underwriter by the Registrant and 100,000 shares issued to
non-affiliated investors as partial consideration for the
Registrant's September and October 1991 private placement. See
"Underwriting" and "Selling Securityholders."
(3) Includes 240,000 Redeemable Warrants subject to an over-allotment
option granted to the Underwriter by the Registrant and 100,000
Redeemable Warrants issued to non-affiliated investors as partial
consideration for the Registrant's September and October 1991 private
placement. See "Underwriting" and "Selling Securityholders."
(4) Issuable upon exercise of the Redeemable Warrants.
(5) No fee pursuant to Rule 457(g).
(6) Issuable upon exercise of the Underwriter's Warrants.
(7) Issuable upon exercise of the Redeemable Warrants underlying the
Underwriter's Warrants.
(8) Of which the entire $9,918.01 has previously been paid.
2
<PAGE>
On July 23, 1992, Registrant's Registration Statement on Form S-1 was declared
effective by the Securities and Exchange Commission. Pursuant to such
Registration Statement, an aggregate of 1,600,000 shares of common stock
("Shares") and 1,840,000 redeemable warrants ("Warrants") were publicly offered
and sold by Registrant. In addition, 100,000 Shares and 100,000 Warrants were
publicly offered and sold for the account of certain selling securityholders. On
January 17, 1997, Post-Effective Amendment No. 1 to the Registration Statement
was filed, covering the 1,940,000 Shares reserved for issuance by Registrant
upon exercise of the Warrants; these Shares were included for registration in
the original Registration Statement.
As of the close of business on February 3, 1997 Warrants to purchase 729,128
Shares were exercised. By the terms of the Warrant Agreement, dated as of
January 23, 1992, between Registrant and Continental Stock Transfer & Trust
Company, 1,110,872 Warrants expired (the "Expired Warrants"). Accordingly,
pursuant to Registrant's undertaking 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, Registrant hereby removes from
registration 1,110,872 Shares (the "Removed Shares"). The Removed Shares would
have been issuable upon exercise of the Expired Warrants and were the Shares
described in footnote (4) to Registrant's Calculation of Registration Fee.
3
<PAGE>
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-1 and has authorized this Post-Effective
Amendment No. 2 to its registration statement to be signed on its behalf by the
undersigned in the city of Farmingdale, New York on February 19, 1997.
MISONIX, INC.
By: s/Joseph Librizzi
---------------------------
Joseph Librizzi, President
and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.
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<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
s/Joseph Librizzi President and February 19, 1997
- ----------------- Chief Executive Officer
Joseph Librizzi
s/Gary Gelman Chairman of the Board of February 19, 1997
- ------------- Directors
Gary Gelman
s/Peter Gerstheimer Chief Financial Officer, February 19, 1997
- ------------------- Treasurer, and Secretary
Peter Gerstheimer
s/Howard Alliger Director February 19, 1997
- ----------------
Howard Alliger
s/Arthur Gerstenfeld Director February 19, 1997
- --------------------
Arthur Gerstenfeld
</TABLE>
4
