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Filed Pursuant to Rule 424(b)(2)
File No. 333-11735
PROSPECTUS DATED OCTOBER 1, 1996
NYER MEDICAL GROUP, INC.
This Prospectus relates to an aggregate of 185,000 shares of
common stock, $.0001 par value per share (the "Shares") of Nyer
Medical Group, Inc. (the "Company") being offered for sale by
certain shareholders of the Company (the "Selling Shareholders").
The Shares being offered by the Selling Shareholders are
approximately 5.4% of the Shares outstanding as of August 23, 1996,
assuming exercise of 15,000 warrants owned by one Selling
Shareholder the underlying Shares of which are being offered for
sale pursuant to this Prospectus. Prior to this offering, one
Selling Shareholder has acted as a market maker of the Company's
Shares beneficially owns approximately 2% of the Company's common
stock. Upon completion of this offering and assuming all Shares
offered hereby are sold, that Selling Shareholder will beneficially
own less than one percent of the Company's Shares. On September 4,
1996, the closing price of the Company's common stock on the Nasdaq
SmallCap Market ("Nasdaq") was approximately $15.375.
All of the Shares are offered for the account of the Selling
Shareholders as listed in this Prospectus under "Selling
Shareholders". This Prospectus will also cover sales of less than
500 shares by donees and pledgees of the Selling Shareholders. The
Company will receive none of the proceeds from the sale of the
Shares by the Selling Shareholders although it has received
$240,000 from the exercise of warrants and will receive an
additional $90,000 assuming exercise of the remaining 15,000
warrants. All of the expenses of this offering, estimated at
approximately $11,141, will be borne by the Company.
The Company has been advised by the Selling Shareholders that
the Shares may be offered and sold from time to time by or on
behalf of the Selling Shareholders, in or through transactions or
distributions (including crosses and block transactions) on Nasdaq
at market prices prevailing at the time of sale, or at negotiated
prices, and in connection therewith commissions may be paid to
brokers. Brokers participating in such transactions may act as
agents for the Selling Shareholders. The Selling Shareholders, and
any brokers participating in this offering may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act") and any commissions received by them
may be deemed to be underwriting compensation.
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THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS".
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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.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith is required to file reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be
inspected and copied at the Public Reference Room maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60604-2511, and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of this
material may also be obtained from the Public Reference Section of
the Commission, 450 Fifth Street N.W., Washington, D.C. 20549, at
prescribed rates. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of
Nasdaq.
The Company has filed with the Commission a Registration
Statement under the Securities Act with respect to the Shares
offered by this Prospectus. This Prospectus does not contain all
the information set forth in the Registration Statement certain
parts of which are omitted in accordance with the rules of the
Commission. For further information with respect to the Company
and the Shares offered hereby, reference is made to the
Registration Statement including the exhibits. Statements
contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete and, where the contract
or other document has been filed as an exhibit to the Registration
Statement each such statement is qualified in all respects by
reference to the applicable document filed with the Commission.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon written or oral request of such person, a copy
of any or all of the information that has been incorporated by
reference in this Prospectus (other than exhibits). Requests
should be directed to the Company at its principal executive
offices, 1292 Hammond Street, Bangor, Maine, 04401, (207) 942-5273.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission are hereby
specifically incorporated by reference into this Prospectus:
(a) The Company's annual report on Form 10-KSB for the fiscal
year ended December 31, 1995 and all amendments thereto;
(b) The Company's quarterly reports on Form 10-QSB for the
quarters ended March 31, 1996 and June 30, 1996;
(c) The Company's proxy statement dated September 6, 1996
filed pursuant to Section 14 of the Exchange Act;
(d) The Company's Form 8-K filed August 22, 1996, as amended
by Form 8-K/A, No. 1, filed September 10, 1996;
(e) The description of the Company's common stock which is
contained in the registration statement on Form 8-A filed
on May 1, 1992, File No. 000-20175, including any
amendments or reports filed for the purpose of updating
such description; and
(f) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December
31, 1995.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference into this
Prospectus. 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 in this Prospectus or in a supplement
hereto modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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RISK FACTORS
The Shares offered hereby involve a high degree of risk,
including, but not necessarily 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.
History of Losses. Since 1992, the Company has reported
losses with the exception the quarter ended March 31, 1996. For
the most recent quarter ended June 30, 1996, the Company again
reported an operating loss and negative cash flow from operations.
No assurances can be given concerning the Company's future
operating results.
Changing Technology. The health care and biotechnology
businesses are subject to rapid and significantly changing
technology including potential introduction of new types of
products and technologies which may have a material adverse impact
upon the Company's business. There can be no assurances that
research and development by others will not render the Company's
businesses obsolete.
Need to Manage Growth. The Company has raised substantial
capital in the last year and made several acquisitions.
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Additionally, the Company anticipates that it will grow
substantially through acquisitions. In order to support such
growth, the Company may need to recruit additional executive and
administrative personnel. The Company's success will depend in
part on its ability to manage this growth and integrate the
operations of its subsidiaries. No assurances can be given that
the Company will be able to manage this growth and achieve
operating profits.
Management Depth. The success of the Company is principally
dependent upon the efforts of Mr. Samuel Nyer, the Company's
president and chairman of the board. With the exception of its
medical products distribution companies, the Company does not
provide any operating support to its subsidiaries and limits its
services principally to supplying accounting services to its
subsidiaries. For this reason, the Company has not needed the
services of additional management beyond its three executive
officers. As the Company continues to grow, it may require the
services of additional executives. The loss of Mr. Nyer's services
and those of certain other key employees, could have an adverse
effect upon the business of the Company. At the present time,
the Company has key-man insurance on the life of Mr. William
Clifford, Jr., Vice-President of Sales, and does not have any on
its other executive officers nor does it intend to do so. No
assurances can be given that the Company can replace Mr. Nyer
or recruit suitable qualified executives, if necessary.
Control by Principal Shareholders. The Company's principal
shareholder, Nyle International Corp. ("Nyle"), a corporation
controlled by Mr. Samuel Nyer, owns 710,000 Shares. In addition,
Nyle owns 2,000 shares of Class A Preferred Stock which has voting
rights equal to 2,000,000 Shares on all matters that come before
the common shareholders for vote. Mr. Nyer personally owns 76,000
Shares. Thus, assuming the exercise of 15,000 warrants by a
Selling Shareholder, Nyle and Mr. Nyer will control approximately
51.6% of the voting power of the Company. The Company does not
have cumulative voting. Accordingly, Nyle and Mr. Nyer are in the
position to elect a majority of the Company's directors and control
the policies and operations of the Company. Assuming approval of
the anti-takeover provisions being presented to shareholders for
approval on September 30, 1996, the control of Mr. Nyer and Nyle
will tend to be perpetuated.
Competition. All aspects of the Company's business are
subject to significant competition. Many of the Company's
competitors generally have substantially greater financial
resources and other competitive advantages. Nonetheless, the
Company believes that it has certain competitive advantages
including long established business relationships which the Company
presently maintains enabling it to compete favorably with larger
competitors, although no assurances can be given as to future
operating results.
Outstanding Options and Warrants. There are outstanding
vested options and warrants (including options which vest in the 60
days following the date of this Prospectus) to purchase 98,000
Shares, all of which are currently exercisable below the current
market price. The range of the exercise prices is from
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approximately $4.75 to $6.00 per Share. The following represents
the number of outstanding vested options and warrants outstanding
at September 5, 1996 and their exercise prices:
No. of Options Approximate
and Warrants Exercise Price
83,000 Options $4.75
15,000 Warrants $6.00
For the life of all such options, the holders thereof will
have the opportunity to profit from a rise in the market price of
the Company's Shares, with a resulting dilution in the interest of
holders of Shares. The terms on which the Company will be able to
obtain additional capital during the life of such options may be
adversely affected, and the holders of such options may be expected
to exercise their rights at a time when the Company would, in all
likelihood, be able to obtain any needed capital by a new offering
of securities on terms more favorable to the Company than those
provided by such options.
Possible Volatility of Share Prices. The stock market has
from time to time experienced significant price and volume
fluctuations that may be unrelated to the operating performance of
any particular company. Moreover, in 1996 the Company's Shares
have been subject to substantial volatility and volume swings which
have been unrelated to the Company's results of operations.
Various factors and events including future announcements of
technological innovations or new products by the Company or its
competitors, developments or disputes concerning, among other
things, patents or proprietary rights, publicity regarding actual
or potential results relating to products under development by the
Company or its competitors, regulatory developments in the United
States, and economic and other external factors, as well as
fluctuations in the Company's financial results, may have a
significant impact on the market price of the Shares.
Potential Future Sales. As of September 4, 1996 the Company
had issued and outstanding 3,348,293 Shares (not including 55,000
Shares covered by this Prospectus' underlying warrants), of which
935,000 Shares were "restricted securities" as that term is defined
under Rule 144 promulgated under the Securities Act. In addition
to the 185,000 Shares covered by this Prospectus, a total of
920,000 outstanding Shares may currently be publicly sold under
Rule 144 (subject to volume limitations), other exemptions from
registration, and a current Registration Statement on Form S-8
permitting immediate resale. Future sales of restricted Shares
made pursuant to registration statements, under Rule 144 or under
Regulation S may have an adverse effect on the then prevailing
market price of the Shares and adversely affect the Company's
ability to obtain future financing in the capital markets. In this
regard, for the first seven months of calendar 1996, the average
daily volume of the Company's Shares was approximately 102,262
Shares.
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No Dividends. The Company intends to retain future earnings,
if any, to finance its growth. Accordingly, any potential investor
who anticipates the need for current dividends from his investment
should not purchase any of the Shares offered hereby.
Biotechnology Risks. The following risk factors relate to
risks specific to the Company's biotechnology subsidiary. It is
anticipated that in the near future this business, Genetic Vectors,
Inc. ("Vectors"), will be "spun-off" as an independent public
company in conjunction with an initial public offering ("IPO"),
although no assurances can be given that this will occur. See
"Recent Developments." In such event, the Company anticipates that
it will retain approximately 37.3% of Vectors, although it will
only have the right to designate one director and it will not have
operational control. Additionally, Nyle and Mr. Samuel Nyer will
own 5.3% and 0.2% of Vectors following the IPO and the spin-off.
Limited Operating History and Expectation of Future Losses.
Vectors, the Company's biotechnology subsidiary, was organized in
1991 and remains in the development stage. From inception through
June 30, 1996, Vectors has incurred cumulative net losses of
$1,111,386 and never generated operating revenues. In anticipation
of its IPO, Vectors is recruiting management and otherwise creating
obligations which will create additional losses for the foreseeable
future. There can be no assurances that this subsidiary will not
encounter substantial delays and unexpected expenses related to
research, development, production and marketing or other unforeseen
difficulties, which may cause additional losses.
Dependence on a Limited Number of Products. Vectors' Epi DNA
product line is expected to account for substantially all of
Vectors' revenues, if any, for the foreseeable future. Vectors'
ability to achieve long-term success will depend, in part, on the
market acceptance of these products. Failure to gain market
acceptance will have a material adverse effect on Vectors'
business, financial condition and results of operations.
Limited Manufacturing and Marketing Capability. Vectors'
experience in manufacturing its products has been limited to the
production of small amounts of test kits for use in research and
development, clinical trials and early commercialization of its
initial products. No assurances can be given that Vectors will
ultimately be able to obtain or produce sufficient quantities of
its products at commercially reasonable costs. A number of the
components of Vectors' products are custom manufactured by a
limited number of outside vendors. The loss of any such vendor as
a source of supply for such components could delay Vectors' ability
to meet the demand for its products.
Vectors' management has extremely limited experience in
marketing its products and no assurances exist that they will be
able to market Vectors' products in an effective manner. Although
management intends to market Vectors' products through a network of
independent distributors supported by a direct sales force, no
sales force is in place, and no distribution agreements have been
entered into. The ability to market Vectors' products may also
depend on entering strategic alliances with marketing partners.
There can be no assurances that the Company will enter into such
alliances with other companies on favorable terms or at all.
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Competition. The biotechnology industry is subject to intense
competition. Vectors has numerous competitors in the United States
and abroad which include, among others, diagnostics, health care,
pharmaceutical and biotechnology companies. Additionally, new
competitors are anticipated to enter this field in the future.
Many of these current and future competitors have substantially
greater financial, business and technological resources than
Vectors, and may have substantially greater experience in its
industry.
License Agreement. Vectors has acquired certain rights to
proprietary technology (the "Technology") pursuant to an agreement
(the "Agreement") with the University of Miami and its School of
Medicine. The rights granted under the Agreement are a critical
component of Vectors' business and its ability to develop,
manufacture and sell products. The Agreement requires Vectors to
make payments to the University of Miami for the life of the patent
(17 years) if it is issued for which there can be no assurances.
Payments are secured by the Technology. In the event payments are
not made Vectors could lose all rights to the Technology. Such
termination would have a substantial material adverse effect on
Vectors, effectively putting it out of business.
Working Capital. After giving effect to the August 1996
conversion of $413,518 of advances from the Company to Vectors into
common stock of Vectors at $10.00 per share, at June 30, 1996
Vectors had working capital of approximately $457,000 obtained from
its bridge offering, not sales. Much of those funds will be used
to finance its IPO. If Vectors is unable to generate cash flows
from operating activities sufficient to support operations, Vectors
will be required to obtain external sources of financing to fund
its working capital. In the event Vectors' IPO is not consummated
this could adversely impact Vectors' ability to obtain future
financing or to undertake refinancings on acceptable terms. There
can be no assurances that such financing will be available to
Vectors.
Reliance on IPO. The Company has publicly committed to spin-
off Vectors and is no longer willing to provide any financial
support for Vectors. Such support ceased in July 1996 when Vectors
closed a $550,000 bridge offering and repaid the Company $50,000.
Vectors is relying on the IPO to provide the necessary working
capital to permit it to implement its business plan. No assurances
can be given that the IPO will be successful in which case Vectors
may cease operations. See "Recent Developments."
Risk of Failure of Vectors and Loss of Equity. In 1992 at the
time of the Company's IPO, Vectors' then chief executive officer
and current chairman made statements that Vectors' product line
would be sufficiently developed and capable of being brought to
market within a six to nine month period. This did not occur and,
in fact, Vectors has still not brought its product line to market
and is currently making similar claims in its recently filed
registration statement that its product line will be ready to be
brought to market within six months. In view of the fact that
these statements had been previously made and have not come to
fruition, potential investors should carefully examine the risks of
Vectors' failure to ever commercialize its products. In the event
Vectors ceases operation, the Company's investment in Vectors in
excess of $910,000 will be lost.
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RECENT DEVELOPMENTS
In May 1996, the Company's 80% owned subsidiary, Vectors,
signed a letter of intent with Shamrock Partners, Ltd. ("Shamrock")
in which Shamrock agreed to underwrite the IPO on a firm commitment
basis. The non-binding letter of intent relates to the sale of
400,000 shares of common stock at an estimated IPO price of $10.00
per share subject to Shamrock's option to purchase up to an
additional 60,000 shares solely to cover over-allotments. Vectors
has advised the Company it filed its initial registration
statement with the Commission on September 10, 1996.
Shamrock is acting as the Representative of the underwriters and
Frederick & Company, Inc. ("Frederick"), a Selling Shareholder, is
an underwriter of the IPO. The Company does not anticipate that
the Vectors' registration statement will be declared effective by
the Commission until a minimum of six weeks have elapsed.
Effectiveness will be subject to a number of factors over which the
Company has no control including future market conditions. See
"Risk Factors."
In connection with the Vectors' IPO, the Company established
a May 31, 1996 record date for the proposed spin-off of 512,000
shares of Vectors' common stock to the Company's shareholders. In
July 1996, Vectors closed its bridge offering having sold 110,000
shares of common stock through three selling dealers including
Shamrock. In August 1996, the Company converted advances of
$413,517.84 to Vectors into 41,352 shares of common stock at $10.00
per share thereby eliminating all Vectors' liabilities to the
Company. Upon conclusion of the IPO, Vectors will have 2,164,634
shares of common stock outstanding of which the Company will own
809,352 shares after the spin-off. Samuel Nyer, the company's
president, will own 4,208 shares and Nyle (a public company
controlled by Mr. Nyer) 115,447 shares of Vectors' common stock.
Each shareholder of the Company, as of May 31, 1996, shall receive
one share of Vectors' common stock for each 6.15 Shares of the
Company owned.
The president of Shamrock, Frederick and Goldis Financial
Group, Inc. ("Goldis") are offering for sale 40,000, 50,000 and
15,000 Shares, respectively, pursuant to this Prospectus. Shamrock
and Goldis also acted as underwriters of the Company's IPO in 1992
and they received the Shares offered for sale through the exercise
of warrants received in the IPO. Shamrock transferred the 40,000
warrants to its president. See "Selling Shareholders."
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SELLING SHAREHOLDERS
Selling Shareholders Table
The following table sets forth information furnished by the
selling shareholders listed in the table which follows, referred to
as the "Selling Shareholders", with respect to the number of Shares
of the Company, owned by the Selling Shareholders on the date of
this Prospectus, the Shares offered hereby, and the number and
percentage of outstanding Shares to be beneficially owned by the
Selling Shareholders after the offering. Up to 185,000 Shares may
be sold by the Selling Shareholders pursuant to this Prospectus.
Except as indicated in the footnotes to the Selling Shareholders
Table, the Selling Shareholders have not held any position, office,
or had a material relationship with the Company within the past
three years.
SELLING SHAREHOLDERS TABLE
Shares Shares Percentage
Owned Shares Owned Ownership
Selling Prior to Being After After
Shareholder Offering Offered Offering Offering
Barrett, Sr., Joseph A. 10,000 10,000 None 0
Buonanno, Deborah 20,000 20,000 None 0
Frederick & Company, Inc.2 67,660 50,000 17,660 *
Goldis Financial Group, Inc.3 15,000 15,000 4 None 0
Kelly, James5 43,419 6 40,000 7 3,419 *
Lory, Linda 20,000 20,000 None 0
Shaikh, M. Hussain 10,000 10,000 None 0
Shelton, Glenn 20,000 20,000 None 0
2 Acting as an underwriter in connection with the Vectors' IPO and acted as
a broker for the Vectors' bridge offering.
3 Goldis acted as an underwriter of the Company's 1992 IPO.
4 Consists of Shares underlying warrants received in the Company's 1992 IPO.
5 President of Shamrock, which in 1995 assisted in the sale of 110,000 Shares
covered by this Prospectus and raised additional equity capital for the
Company. Shamrock also acted as a broker for the Vectors' bridge offering
and is Representative of the underwriters for the Vectors' IPO.
6 Includes Shares beneficially owned by Shamrock. Beneficial ownership
consists of investment power regardless of record ownership.
7 Consists of Shares underlying warrants received by Shamrock in the
Company's 1992 IPO.
* Less than one percent
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PLAN OF DISTRIBUTION
All of the Shares are offered for the account of the Selling
Shareholders as listed in this Prospectus under "Selling
Shareholders". The Company will receive none of the proceeds from
the sale of the Shares by the Selling Shareholders.
The Company has been advised by the Selling Shareholders that
the Shares may be offered and sold from time to time by or on
behalf of the Selling Shareholders, in or through transactions or
distributions (including crosses and block transactions) on Nasdaq
at market prices prevailing at the time of sale, or at negotiated
prices, and in connection therewith commissions may be paid to
brokers including Shamrock. Brokers participating in such
transactions may act as agents for the Selling Shareholders. The
Selling Shareholders, and any brokers participating in this
offering may be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by them may be
deemed to be underwriting compensation.
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LEGAL MATTERS
The legality of the Shares to be offered hereby will be passed
upon for the Company by Cohen, Chernay, Norris, Weinberger &
Harris, 712 U.S. Highway One, Fourth Floor, North Palm Beach,
Florida, 33408-7146.
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EXPERTS
The financial statements of the Company for fiscal years ended,
December 31, 1995 and 1994 respectively, are incorporated by reference
in this Prospectus and elsewhere in the registration statement have been
audited by Coopers & Lybrand, LLP, independent certified public accountants,
as indicated in their report with respect thereto, and are included herein
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.
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No dealer, salesperson or other
person has been authorized to give NYER MEDICAL GROUP, INC
any information or to make any repre-
sentations other than those contained
in this Prospectus, and, if given or
made, such information or representa-
tions must not be relied upon as
having been authorized by the Company
or any of the Selling Shareholders. 185,000 Shares
This Prospectus does not constitute
an offer to sell or a solicitation of
an offer to buy any security other
than the securities offered by this of
Prospectus, or an offer to sell or a
solicitation of an offer to buy any
securities by any person in any ju-
risdiction in which such offer or
solicitation would be unlawful. Nei- Common Stock
ther the delivery of this Prospectus
nor any sale made hereunder shall,
under any circumstances, imply that
the information in this Prospectus is
correct as of any time subsequent to
the date of this Prospectus.
________________
TABLE OF CONTENTS
Page Prospectus
Available Information . . . . 2
Documents Incorporated by
Reference . . . . . . . . . 3
Risk Factors . . . . . . . . . 4
Recent Developments . . . . . 9
Selling Shareholders . . . . . 10
Plan of Distribution . . . . . 11
Legal Matters . . . . . . . . 12 October 1, 1996
Experts . . . . . . . . . . . 13
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