<PAGE>
As filed with the Securities and Exchange Commission on September 11, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement Under
the Securities Act of 1933
NYER MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
01-0469607
(I.R.S. Employer Identification No.)
1292 Hammond Street, Bangor, Maine 04401
(207) 942-5273
(Address, including zip code, and telephone number,including area code, of
registrant's principal executive offices)
Mr. Samuel Nyer, President
NYER MEDICAL GROUP, INC.
1292 Hammond Street
Bangor, Maine 04401
(207) 942-5273
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Michael D. Harris, Esq.
Cohen, Chernay, Norris, Weinberger & Harris
712 U.S. Highway One, Fourth Floor
P.O. Box 13146
North Palm Beach, Florida 33408-7146
(561) 844-3600
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this 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, check the following box.
X
<PAGE>
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.
ii
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities Amount to be price per offering registration
to be registered registered share price fee
Common Stock 185,000 $14.75(1) $2,728,750 $ 940.95
($.0001 par value)
TOTAL REGISTRATION FEE $ 940.95
(1) Estimated solely for the purpose of computing the registration fee based
on the average of the high and low price of the Registrant's common stock
as reported by Nasdaq on September 6, 1996.
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.
iii
<PAGE>
NYER MEDICAL GROUP, INC.
CROSS REFERENCE SHEET
Form S-3 Item Numbers and Caption Heading in Prospectus
1. Forepart of the Registration Statement and
Outside Front Cover of Prospectus . . . . . Cover Page of Form S-3 and
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus. . . . . . . . . . . . . . . . . Inside Front and Outside Back
Cover Pages of Prospectus
3. Summary Information, Risk Factors . . . . . Not Applicable and
and Ratio of Earning to Fixed Charges Risk Factors
4. Use of Proceeds . . . . . . . . . . . . . . Not Applicable
5. Determination of Offering Price . . . . . . Cover Page of Prospectus
6. Dilution . . . . . . . . . . . . . . . . . Recent Developments
7. Selling Security Holders . . . . . . . . . Selling Shareholders
8. Plan of Distribution . . . . . . . . . . . Cover Page of Prospectus and
Plan of Distribution
9. Description of Securities to be Registered Documents Incorporated by
Reference
10. Interests of Named Experts and Counsel . . Legal Matters and Experts
11. Material Changes . . . . . . . . . . . . . Not Applicable
12. Incorporation of Certain Information By Documents Incorporated by
Reference . . . . . . . . . . . . . . . . Reference
13. Disclosure of Commission Position on . . . Part II
Indemnification for Securities Act Liabilities
14. Other Expenses of Issuance and Distribution Part II
15. Indemnification of Directors and Officers Part II
16. Exhibits and Financial Statement Schedules Part II
17. Undertakings . . . . . . . . . . . . . . Part II
18. Financial Statements and Schedules . . . . Not Applicable
iv
<PAGE>
Preliminary Prospectus dated September 11, 1996
Subject to Completion
PROSPECTUS
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.
-------------------------------------------------
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS".
-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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."
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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 . . . . 3
Documents Incorporated by
Reference . . . . . . . . . 5
Risk Factors . . . . . . . . . 7
Recent Developments . . . . . 17
Selling Shareholders . . . . . 19
Plan of Distribution . . . . . 21
Legal Matters . . . . . . . . 22 , 1996
Experts . . . . . . . . . . . 23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in
connection with the issuance and distribution of the securities
being registered. All of the amounts shown are estimates except
the Commission registration fee. Such expenses will be paid by the
Company. None of these expenses will be paid by the Selling
Shareholders.
Registration fee . . . . . . . . . . . . . . . . $ 940.95
Printing expenses . . . . . . . . . . . . . . . . $ 100.00
Accounting fees and expenses. . . . . . . . . . . $ 2,500.00
Legal fees and expenses (other than Blue Sky) . . $ 7,500.00
Blue Sky fees and expenses. . . . . . . . . . . . $ -0-
Miscellaneous . . . . . . . . . . . . . . . . . . $ 100.00
Total . . . . . . . . . . . . . . . . . . . . . . $ 11,140.95
<PAGE>
Item 15. Indemnification of Directors and Officers.
The Company's articles of incorporation provide that the
Company shall indemnify its officers and directors, employees and
agents 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. The Company has entered into Indemnification
Agreements with its officers and directors providing for indemnifi-
cation to the fullest extent under Florida law and containing an
advancement of expenses provision. 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 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, such indemnification shall apply only if approved by
the court in which the action was pending. Any other indemnifica-
tion 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 shareholders (excluding any shareholders 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 PROVI-
SIONS, 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 UNENFORCE-
ABLE.
Item 16. Exhibits.
4. Form of Common Stock Certificate1
5. Opinion of Cohen, Chernay, Norris, Weinberger & Harris
24. Consent of Coopers & Lybrand, LLP
24.1 Consent of Cohen, Chernay, Norris, Weinberger & Harris2
1 Contained in the Registration Statement on Form 8-A filed May 1, 1992.
2 Contained in Opinion of Cohen, Chernay, Norris, Weinberger & Harris.
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 registra-
tion 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 registra-
tion 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 state-
ment;
(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 (1)(i) and (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 Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(4) 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 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.
(5) 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 (see Item 15 above),
or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropri-
ate jurisdiction the question whether such indemnifica-
tion by it is against public policy as expressed in the
Act and will be governed by the final adjudication of
such issue.
(6) For the purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of Prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement
as of the time it was declared effective.
(7) For the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment
that contains a form of prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirement for filing on Form S-3 and has duly
caused this Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Bangor, State of Maine on this 9 day of September, 1996.
NYER MEDICAL GROUP, INC.
By: /s/ Samuel Nyer
Samuel Nyer, President
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
/s/ Samuel Nyer Chairman of the Board September 09, 1996
Samuel Nyer
/s/ Karen L. Wright Treasurer (Principal September 09, 1996
Karen L. Wright Accounting and
Financial Officer)
/s/ William Clifford Director September 09, 1996
William Clifford
/s/ Kenneth Nyer, M.D. Director September 09, 1996
Kenneth Nyer, M.D.
/s/ Howard Parker, M.D. Director September 09, 1996
Howard Parker, M.D.
/s/ Daniel Striar Director September 09, 1996
Daniel Striar
/s/ Donald Lewis Director September 09, 1996
Donald Lewis
/s/ Michael Anton Director September 09, 1996
Michael Anton
/s/ David Dumouchel Director September 09, 1996
David Dumouchel
<PAGE>
EXHIBIT INDEX
Exhibit No.
4. Form of Common Stock Certificate 1
5. Opinion of Cohen, Chernay, Norris, Weinberger & Harris
24. Consent of Coopers & Lybrand, L.L.P
24.1 Consent of Cohen, Chernay, Norris, Weinberger & Harris 2
1 Contained in the Registration Statement on Form 8-A filed May 1, 1992.
2 Contained in Opinion of Cohen, Chernay, Norris, Weinberger & Harris.
<PAGE>
EXHIBIT 5
Cohen, Chernay, Norris, Weinberger, & Harris
Attorneys at Law
A Partnership of Professional Associates
712 U.S Highway One, Suite 400
P.O. Box 13146
North Palm Beach, Florida 33408-7146
(407)844-3600
September 9, 1996
Nyer Medical Group, Inc.
1292 Hammond Street
Bangor, Maine 04401
Attention: Mr. Samuel Nyer
Re: Nyer Medical Group, Inc./SEC
Dear Mr. Nyer:
You have advised us that Nyer Medical Group, Inc. ("the Company")
has filed with the United States Securities and Exchange Commission, a
Registration Statement on Form S-3 with respect to 185,000 shares of common
stock, $.0001 par value (the "Common Stock"), offered for sale by certain
shareholders.
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 of Common Stock as are presently outstanding; and
(ii) such securities as shall be offered by certain shareholders pursuant
to the Prospectus which is part of the Registration Statement.
You have advised us that as of September 4, 1996, the Company's
authorized capital consists of 10,000,000 shares of Common Stock, $.0001
par value per share, of which 3,348,293 shares of Common Stock 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, as amended, and the financial statements incorporated by
reference in the Prospectus, we are of the opinion that (i) the 10,000,000
shares of Common Stock are, and (ii) the 185,000 shares of Common Stock
offered by the selling shareholders are fully paid and nonassessable, duly
authorized and validly issued (or, with regard to 15,000 shares, upon
exercise of warrants according to their terms, will be).
We consent to the use of our name in the Prospectus under the caption
"Legal Matters".
Very truly yours,
/s/ Cohen, Chernay, Norris, Weinberger,
& Harris
Cohen, Chernay, Norris, Weinberger, & Harris
<PAGE>
EXHIBIT 24
Coopers & Lybrand, L.L.P
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Nyer Medical Group, Inc. on Form S-3 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 then ended, which
report is incorporated by reference in the Annual Report on Form 10-KSB.
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
Portland, Maine
September 9, 1996
