<PAGE>
To Become Effective Upon
Filing Pursuant to Rule 462.
As filed with the Securities and Exchange Commission on June 10,
1996
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nyer Medical Group, Inc.
(Exact name of registrant as specified in its charter)
Florida 65-0044209
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1292 Hammond Street, Bangor, Maine 04401
(Address of Principal Executive Offices) (Zip Code)
Agreement between Nyer Medical Group, Inc. and
Genetic Vectors, Inc.
(Full title of the plan)
Michael D. Harris, Esq.
Cohen, Chernay, Norris, Weinberger & Harris
712 U.S. Highway One, Suite 400
North Palm Beach, Florida 33408
(Name and address of agent of service)
(407) 844-3600
(Telephone number, including area code, of agent for
service)
Approximate Date of Commencement of Proposed Sales under the Plan:
as soon as practicable after this
Registration Statement becomes effective.
<PAGE>
Calculation of Registration Fee
Title of Proposed Proposed
Securities Amount To Maximum Maximum Amount of
To be Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price* Fee*
Common Shares,
par value $.0001
per share 8,000 $16.31 $130,480 100**
* Calculated pursuant to Rule 457(c) based on the
average of the bid and asked price of the Company's stock on
June 3rd, 1996.
** Minimum fee allowable.
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following
documents:
1. Nyer Medical Group, Inc.'s (the "Company") latest annual report
filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") which contains, either directly
or by incorporation by reference, certified financial statements
for the Company's latest fiscal year for which such statements
have been filed.
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered
by the annual reports.
3. The description of the Company's common stock contained
in the Company's Registration Statement under Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
4. All reports 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 of the securities covered by this
Prospectus shall be deemed to be incorporated herein by reference
and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company's by-laws, provide that the Company shall
indemnify its current and former officers, directors, employees and
agents against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement arising out of his or her
services on behalf of the Company subject to the qualifications
contained in Florida law as it now exists. Florida law generally
provides that a corporation shall have such power to indemnify such
persons to the extent they acted in good faith in a manner
reasonably believed to be in, or not
<PAGE>
opposed to, the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. In the event any such person
shall be judged liable for negligence or misconduct, in the
performance of his or her duties such indemnification shall apply
only if approved by the Court of Chancery or the Court in which the
action was pending. Any other indemnification shall be made only
after the determination by the board of directors (excluding any
directors who were party to such action), by independent legal
counsel in a written opinion, or by a majority vote of stockholders
(including any stockholders who were parties to such action).
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER
THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE
UNENFORCEABLE.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 4 Agreement between the Company and Genetic
Vectors, Inc. dated March 25, 1996,
Exhibit 5 Opinion of Cohen, Chernay, Norris, Weinberger &
Harris
Exhibit 24 Consent of Coopers & Lybrand
Exhibit 24.1 Consent of Cohen, Chernay, Norris,
Weinberger & Harris*
* Contained in the Opinion of Cohen, Chernay, Norris, Weinberger
& Harris
Item 9. 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;
<PAGE>
(2)To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(i)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;
(ii) 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 (i) and
(ii) do not apply since the Registration Statement is on Form S-8
and the information required to be included in post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(3)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
therein.
(4)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.
(5)The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(6)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 Company has been
<PAGE>
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Bangor,
Maine, on this 5th day of June 1996.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement of Nyer Medical Group, Inc. has been
signed by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ Samuel Nyer Chairman of the Board June __, 1996
Samuel Nyer
/s/ Karen L. Wright Treasurer (Principal June __, 1996
Karen L. Wright Financial and
Accounting Officer)
/s/ William Clifford, Jr. Director June__, 1996
William Clifford, Jr.
/s/ Michael Anton Director June __, 1996
Michael Anton
/s/ Donald Lewis Director June __, 1996
Donald Lewis
/s/ Kenneth Nyer, M.D. Director June __, 1996
Kenneth Nyer, M.D.
/s/ Howard Parker, M.D. Director June __, 1996
Howard Parker, M.D.
/s/ Daniel Striar Director June __, 1996
Daniel Striar
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER ITEM
4 Agreement between the Company and Genetic
Vectors, Inc. dated March 25, 1996
5 Opinion of Cohen, Chernay, Norris, Weinberger &
Harris
24 Consent of Coopers & Lybrand
24.1 Consent of Cohen, Chernay, Norris, Weinberger &
Harris*
* Contained in the Opinion of Cohen, Chernay, Norris, Weinberger
& Harris
<PAGE>
EXHIBIT 4
<PAGE>
Nyer Medical Group, Inc.
72 Center Street
Brewer, Maine 04412
(207) 942-5273
June 5, 1996
VIA FACSIMILE (305) 662-1801
Dr. and Mrs. Mead M. McCabe
University of Miami
School of Medicine
1600 N.W. 10th Avenue
Miami, FL 33136
Mr. Mead M. McCabe, Jr.
Genetic Vectors, Inc.
12901 S.W. 63rd Court
Miami, FL 33156
Re: Genetic Vectors, Inc.
Dear Dr. McCabe, Mrs. McCabe and Mr. McCabe:
This letter sets forth our respective agreement to spin-off
32% of the shares of Genetic Vectors, Inc. ("Vectors"), exchange
the shares of preferred stock of Nyer Medical Group, Inc. (the
"Company") owned by Dr. Mead and Mrs. Marigrace McCabe for 20% of
Vectors, provide for the payment of certain interim expenses of
Vectors and to compensate Dr. Mead McCabe and Mead McCabe, Jr. for
certain consulting services provided to Vectors prior to the spin-
off. Our agreement is as follows:
1. Spin-off of Genetic Vectors, Inc. and Sale of the Company's
Preferred Stock. As promptly as possible following execution
of this agreement, the Company shall take appropriate steps
to recapitalize Vectors increasing its authorized capital to
10,000,000 shares of common stock, $.001 par value, issue to
Dr. Mead and Mrs. Marigrace McCabe 20% of the outstanding
shares of Vectors while retaining for its own account 80% of
the outstanding shares of Vectors. The Company, Dr. McCabe
and Mr. McCabe shall use their best efforts to file a
registration statement with the Securities and Exchange
Commission and prepare such other necessary documentation in
order to spin-off 32% of the outstanding shares of common
stock of Vectors to the shareholders of the Company leaving
the Company with 48% after the spin-off. Simultaneous with
the issuance of the options described in Paragraph 4 herein,
<PAGE>
Dr. McCabe and Mrs. McCabe shall exchange all of the Class B
Preferred Stock of the Company owned by them for 20% of the
outstanding shares of common stock of Vectors after giving
effect to the recapitalization. At the time of such
exchange, Dr. McCabe and Mrs. McCabe shall tender all
certificates together with a stock power with medallion
guarantee endorsed thereon. The foregoing percentages do not
give effect to (i) the issuance of any securities by Vectors
in connection with certain interim bridge financing in the
minimum amount of $250,000 to be obtained by Vectors ("the
Bridge Financing"), (ii) the sale by Vectors of its
securities in connection with a public offering of its common
stock, or (iii) the issuance of any stock options to
employees or warrants or other rights as underwriting
compensation.
2. Interim Payments to Genetic Vectors, Inc. Simultaneously with
the execution of this agreement, the Company shall pay to
Vectors $7,000 and commencing on March 18, 1996, pay to
Vectors the sum of $1,000 per week until such time as the
earlier of completion of the spin-off or the Bridge
Financing. The parties hereto agree that such sum of $1,000
per week is to be used by Vectors to pay a consulting fee to
Mead McCabe, Jr. in the same amount.
3. Assumption of Certain Obligations. The Company agrees to
assume approximately $20,000 in past due obligation of
Vectors due to trade creditors subject only to the issuance
by Shamrock Partners, Ltd. of a letter of intent providing
for a public offering of the securities of Vectors on a firm
commitment basis in an amount of at least $3,000,000 prior to
underwriting discounts and expenses and without giving effect
to any over-allotment option and further subject to the
issuance of a letter of intent by Shamrock Partners, Ltd.
("Shamrock") committing to effect the Bridge Financing on an
agency basis within 15 days after completion of bridge loan
documents. The Company also confirms that it has paid all
past due sums including interest and penalties owed by
Vectors to the Internal Revenue Service representing Vectors'
withholding tax obligations.
4. Consulting Services. Dr. and Mr. McCabe agree to act as
consultants to Vectors prior to completion of the Bridge
Financing and provide such services as are reasonably
requested by Shamrock or the Company such as preparation of
a business plan, communications with employees and attorneys
for the Company relating to the business of Vectors and
<PAGE>
preparation of an appropriate registration statement or
registration statements necessary in connection with the
spin-off and any public offering of Vectors' securities. In
connection with such consulting services upon execution of
this agreement, the Company shall issue an aggregate of 8,000
vested non-qualified stock options of the Company to Dr. and
Mr. McCabe (6,000 options and 2,000 options, respectively)
exercisable over a five-year term at $4 5/8 per share. The
Company further agrees to file a registration statement on
Form S-8 for the shares of common stock underlying such
options which registration statement shall be filed in
conjunction with the Company's filing of its Form 10-KSB for
the year ended December 31, 1995. Dr. McCabe, Mrs. McCabe
and Mr. McCabe acknowledge that they have no right to acquire
any additional securities of the Company other than the 8,000
options described above. In addition to stock options,
Vectors shall pay Dr. McCabe and Mr. McCabe such additional
compensation as may be agreed upon by Mr. McCabe, Dr. McCabe,
Vectors and Shamrock. The Company shall not be responsible
for any such additional compensation.
5. Termination of December 1991 Agreement. Upon issuance to you
and your wife of 20% of the outstanding stock of Vectors,
your transfer to the Company of the Preferred Stock held by
you and your wife and receipt of the Irrevocable Proxy, as
set forth in paragraph six hereof, the Agreement and Plan of
Reorganization dated December 30, 1991 among the Company,
Vectors and Dr. and Mrs. McCabe shall terminate. All other
obligations between Vectors and the Company or Vectors and
Dr. and Mr. McCabe shall remain outstanding and unaffected by
this agreement. Dr. and Mrs. McCabe acknowledge that they
have no further right to appoint any member to the Board of
Directors of the Company.
6. Voting Control. We agree that the Company shall grant you a
proxy on terms reasonably acceptable to you and the Company
providing that for a period of five years from the date
hereof, the Company shall vote its shares of common stock of
Vectors in order to elect a board of directors of one person
designated by the Company and the remaining persons selected
by you. However, nothing contained herein shall restrict the
Company from selling its Vectors common stock and any shares
of Vectors common stock sold by the Company shall not be
subject to the terms of proxy.
7. Change of Fiscal Year. As promptly as possible following
execution of this agreement, Vectors shall change its fiscal
<PAGE>
year to November. Furthermore, as long as the Company is
required to report Vectors' Results of Operations on the
Company's Results of Operations, Vectors shall send to the
Company a copy of its Form 10-QSB (Form 10-Q) and Form 10-KSB
(Form 10-K) at the same time as it transmits such forms for
filing with the Securities and Exchange Commission.
This agreement is subject to the Company obtaining approval of
its board of directors on or before March 25, 1996.
If the foregoing is acceptable to you, please execute a copy
of this agreement evidencing your agreement to its terms.
SN:rsr
cc: Michael D. Harris, Esq.
Clay Parker, Esq.
We hereby agree to the contents of the foregoing letter
agreement.
Date: March __, 1996
<PAGE>
EXHIBIT 5
<PAGE>
June 5, 1996
Nyer Medical Group, Inc.
1292 Hammond Street
Bangor, Maine 04402
Re: Nyer Medical Group, Inc./Form S-8
Dear Sirs:
You have advised us that Nyer Medical Group, Inc. (the
"Company") is filing with the Securities and Exchange Commission a
Registration Statement on Form S-8 (the "Registration Statement")
with respect to 8,000 shares of common stock, par value $.0001 per
share.
In connection with the filing of this Registration Statement,
you have requested us to furnish you with our opinion as to the
legality of (i) such of the Company's shares as are presently
outstanding; and (ii) such securities as shall be offered by the
Company itself pursuant to the Prospectus which is part of the
Registration Statement.
You have advised us that as of June 4, 1996 the Company's
authorized capital consists of 10,000,000 shares of common stock,
par value $.0001, of which 3,072,793 shares have been issued. You
have further advised us that the Company has received valid
consideration for the issuance of these shares.
After having examined the Company's articles of incorporation,
as amended, bylaws, minutes, agreement between the Company and Dr.
and Mrs. Mead McCabe and Mead M. McCabe, Jr. dated March 25, 1996
and financial statements incorporated by reference into the
Registration Statement, we are of the opinion that the issued and
outstanding shares of common stock (numbering 3,072,793) are, and
<PAGE>
the unissued securities to be offered by the Company itself
pursuant to the Registration Statement will be, when offered and
sold fully paid and nonassessable, duly authorized and validly
issued.
Very truly yours,
/s/ COHEN, CHERNAY, NORRIS,
WEINBERGER & HARRIS
<PAGE>
EXHIBIT 24
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Nyer Medical Group, Inc. on Form S-8 of our report dated March 28, 1996,
on our audits of the consolidated financial statements of Nyer Medical Group,
Inc. as of December 31, 1995 and 1994, and for the years ended, which report
is incorporated by reference in the annual report on Form 10-KSB.
/s/ Coopers & Lybrand L.L.P.
Portland, Maine
June 5, 1996
