<PAGE> 1
As filed with the Securities and Exchange Commission on August 25, 2000.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
MATRITECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-2985132
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
330 NEVADA STREET
NEWTON, MA 02460
(617) 928-0820
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
STEPHEN D. CHUBB
Chief Executive Officer
MATRITECH, INC.
330 Nevada Street
Newton, MA 02460
(617) 928-0820
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
Rufus C. King, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
---------------
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Shares Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee (2)
Share (1) Price (1)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 450,000 $6.8125 $3,065,625 $810.00
value per share
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the
registration fee has been calculated based upon the average of the high and low
prices per share of the Common Stock of Matritech, Inc. on the Nasdaq National
Market on August 18, 2000.
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION: DATED AUGUST 25, 2000
MATRITECH, INC.
450,000 SHARES
OF COMMON STOCK
$.01 PAR VALUE PER SHARE
---------------
This prospectus covers the resale of up to 450,000 shares of our common
stock by the selling securityholders listed inside.
The selling securityholders acquired the shares of common stock offered
under this prospectus from Matritech through the exercise of the warrants to
purchase our common stock issued in a private placement of warrants to purchase
450,000 shares of common stock, which was completed on July 14, 2000.
As of August 15, 2000 none of the selling securityholders has exercised his
or its warrants.
Matritech will not receive any of the proceeds from the sale of these
shares by any of the selling securityholders, although we may receive, subject
to anti-dilution adjustments, $2.50 per share upon exercise of the warrants.
Matritech has agreed to indemnify the selling securityholders against certain
liabilities, including liabilities under the Securities Act of 1933 and the
Securities Exchange Act of 1934.
Our common stock is quoted on the Nasdaq National Market under the symbol
"NMPS." On August 15, 2000, the last reported sale price for our common stock as
reported by the Nasdaq National Market was $5.625 per share. Our executive
offices are located at 330 Nevada Street, Newton, Massachusetts 02460, and our
telephone number is (617) 928-0820.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR INFORMATION THAT SHOULD BE
CONSIDERED BEFORE INVESTING.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
THE DATE OF THIS PROSPECTUS IS AUGUST __, 2000.
<PAGE> 3
---------------------
TABLE OF CONTENTS
----------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Matritech, Inc................................................................. 3
Risk Factors................................................................... 3
Use of Proceeds................................................................ 10
Selling Securityholders........................................................ 10
Plan of Distribution........................................................... 12
Legal Matters.................................................................. 13
Experts........................................................................ 13
Where You Can Find More Information............................................ 14
Documents Incorporated by Reference............................................ 14
</TABLE>
-2-
<PAGE> 4
MATRITECH, INC.
Matritech develops, manufactures and markets innovative cancer diagnostic
products based on its proprietary nuclear matrix protein technology. The nuclear
matrix, a three-dimensional protein framework within the nucleus of cells, plays
a fundamental role in determining cell type by physically organizing the
contents of the nucleus, including DNA. Matritech has demonstrated that there
are differences in the types and amounts of nuclear matrix proteins found in
cancerous and normal cells. Matritech believes that the detection of these
differences in nuclear matrix proteins, often called NMPs, provides important
diagnostic information about cellular abnormalities, including cancer. Using its
proprietary nuclear matrix protein technology and expertise, Matritech has
developed non-invasive or minimally invasive cancer diagnostic tests for bladder
and colon cancer and is developing additional tests for cervical, breast and
prostate cancer. Through our European subsidiary, we distribute other diagnostic
products in Europe.
RISK FACTORS
An investment in the shares involves a high degree of risk. This prospectus
contains forward-looking statements which involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks
described below and elsewhere in this prospectus. The following risk factors
should be considered carefully along with the detailed information in this
prospectus and in the documents referred to in this prospectus. These risks,
among others, if realized, could materially hurt our business, results of
operations and financial condition.
IF WE ARE UNSUCCESSFUL IN OBTAINING NEEDED ADDITIONAL CAPITAL, WE MAY BE
UNABLE TO CONDUCT OUR BUSINESS AS PLANNED, TO PURSUE DESIRABLE MARKETS FOR OUR
CURRENT PRODUCTS OR TO DEVELOP AND MARKET NEW PRODUCTS.
We will need additional funding to continue to market our NMP22(R) Bladder
Cancer Test Kit, to conduct research and development, to conduct clinical trials
and to manufacture and market our products as we currently contemplate. We are
currently seeking to raise additional capital and will consider various
financing alternatives, including equity or debt financings and corporate
partnering arrangements. However, we may not be able to raise needed capital on
terms that are acceptable to us, or at all. If we do not receive additional
financing, we may be required to curtail further our expenses or take other
steps that could hurt our future performance.
BECAUSE OUR STOCK PRICE MAY BE VOLATILE, THE SHARES HELD BY YOU MAY LOSE
THEIR VALUE RAPIDLY.
The market price of our common stock has been, and may continue to be,
highly volatile. This price has ranged between $19.375 and $0.625 in the
fifty-two week period prior to August 15, 2000. The stock market has from time
to time experienced extreme price and volume fluctuations, particularly in the
biotechnology sector, which have often been unrelated to the operating
performance of particular companies. Factors such as announcements of
technological innovations or new products by our competitors or disappointing
results by third parties, as well as market conditions in our industry, may
significantly impact the market price of our common stock. For example, in the
past our stock price has been affected by announcements of clinical results,
clinical or technical breakthroughs or earnings by other biotechnology companies
unrelated to us or our performance. Our stock price has also been affected by
announcements of developments at Matritech. For example, our stock price has, in
the past, reacted to announcements regarding a delay of our regulatory approval
process for a new product,
-3-
<PAGE> 5
fluctuating sales results and decreasing balances of funds in the corporate
treasury. Thus, as a result of events at Matritech or in our industry, shares of
Matritech stock could lose their value rapidly.
OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ NATIONAL MARKET, WHICH
WOULD MAKE IT MORE DIFFICULT FOR YOU TO SELL SHARES.
Our common stock is currently listed on the Nasdaq National Market. For
continued listing of our common stock on the Nasdaq National Market, we must,
among other things, maintain at least $4 million in net tangible assets and a
minimum bid price for our common stock of $1.00. If our net tangible assets fall
below $4 million, or if our common stock trades at a price of less than $1.00
for 30 consecutive business days or more, our shares may be delisted from the
Nasdaq National Market, and trading, if any, would then be conducted in a
non-Nasdaq over-the-counter market. If our shares are delisted, it could be more
difficult to sell them or to obtain accurate price information. In addition, if
our shares are delisted, they may be subject to a rule that imposes additional
sales practice requirements on broker-dealers who sell our shares to persons
other than established customers and accredited investors. For transactions
covered by this rule, the broker-dealer must make a special suitability
determination for the purchaser and must have received the purchaser's written
consent to the transaction prior to sale. Consequently, delisting, if it
occurred, may reduce the ability of broker-dealers to sell our shares and your
ability to sell your shares.
IF WE ARE UNABLE TO MARKET AND DEVELOP OUR PRODUCTS, WE WILL CONTINUE TO
INCUR OPERATING LOSSES AND INVESTORS MAY LOSE INTEREST IN OUR SHARES AND THEIR
MARKET VALUE MAY FALL.
We have incurred operating losses since we began operations in 1987. These
losses have resulted principally from costs incurred in research and development
and from selling, general and administrative costs associated with our
development. These costs have exceeded our revenues, which to date have been
generated primarily from initial sales of our NMP22 Bladder Cancer Test Kit, our
development agreements, government grants and interest income. We expect to
incur continuing operating losses in the near term. Our ability to be profitable
depends in part on our ability to market our existing products, obtain required
regulatory approvals and develop new products. We may not be able to market
successfully our existing products, obtain required regulatory approvals or
develop, commercialize, produce and market our future products or achieve or
maintain profitability.
IF OUR NMP22 BLADDER CANCER TEST KIT DOES NOT ACHIEVE WIDE MARKET
ACCEPTANCE, WE WILL LOSE SIGNIFICANT NEAR-TERM PRODUCT SALES OR REVENUES.
We expect to generate a significant share of all of our near-term product
sales from the sale of our NMP22 Bladder Cancer Test Kits, which were cleared
for sale in the United States by the FDA in 1996, in Japan by the Koseisho in
1998 and in the People's Republic of China by the State Drug Administration in
1999. Our results of operations may suffer if the NMP22 Bladder Cancer Test Kit
does not achieve wide market acceptance because NMP22 is a major source of sales
revenue. The remainder of our NMP products still require FDA approval or are in
development and do not result in significant revenues.
IF OUR DISTRIBUTORS DO NOT SUCCESSFULLY SELL OUR PRODUCTS, OUR SALES
REVENUE WILL SUFFER.
We have limited internal marketing and sales resources and personnel. We
derive a significant portion of our sales revenue from distribution agreements
with two distributors. Konica Corporation has an exclusive right to sell our
NMP22 Bladder Cancer Test Kit in Japan. Fisher Diagnostics has a co-exclusive
right with us to sell our NMP22 Bladder Cancer Test Kit to hospitals and
commercial
-4-
<PAGE> 6
laboratories in the United States. In addition, General Biologicals Corporation
has the right to sell our NMP22 Bladder Cancer Test in connection with an annual
screening program in Taiwan. Because we do not deal directly with customers when
selling through distributors, we depend on the ability of Konica and Fisher and,
to a lesser extent, General Biologicals, to market actively, to forecast demand
accurately and to maintain appropriate levels of inventory. We have minimal
control over our distributors, and these distributors are under no obligation to
fulfill their commitment to purchase a set quantity of our products. The failure
or delay by a distributor in selling our products, or any material breach of
their agreements with us could significantly reduce our revenues. We may be
unable to enter into additional distribution relationships on favorable terms,
if at all. These events could reduce anticipated future sales growth.
OUR OPERATING RESULTS MAY FLUCTUATE.
Our future operating results may vary significantly from quarter to quarter
or from year to year for several reasons, including:
- the timing and size of orders from customers and distributors;
- regulatory approvals and the introduction of new products by us; and
- market acceptance of our products.
Our current planned expense levels are based in part upon expectations
about future revenue. Consequently, operating results may vary significantly
from quarter to quarter or year to year based on the timing of revenue. Revenue
or profits in any period will not necessarily indicate results in subsequent
periods.
WE FACE INTENSE COMPETITION AND OUR TECHNOLOGY MAY BECOME OBSOLETE.
Although we are not aware of any other company using nuclear matrix protein
technology to develop diagnostic or therapeutic products, competition in the
development and marketing of cancer diagnostics and therapeutics, using a
variety of technologies, is intense. Many pharmaceutical companies,
biotechnology companies, public and private universities and research
organizations actively engage in the research and development of clinical cancer
diagnostic products. Many of these organizations have greater financial,
manufacturing, marketing and human resources than we do.
We expect that certain of our clinical tests will compete with existing
FDA-approved clinical tests, including a test known as BTA, which has been
approved for monitoring bladder cancer, a test known as CEA, which is used
primarily for monitoring colorectal and breast cancers, a test known as PSA,
which is used primarily for monitoring and screening prostate cancer, and a test
known as TRUQUANT BR RIA, which is used for monitoring breast cancer. We are
also aware of a number of companies exploring the application of oncogene
technology to cancer diagnostics. Our diagnostic products will also compete with
more invasive or expensive procedures such as surgery, bone scans, magnetic
resonance imaging and other in vivo imaging techniques. In addition, other
companies may introduce competing diagnostic products based on other
technologies that may adversely affect our competitive position. As a result,
our products may become obsolete or non-competitive.
-5-
<PAGE> 7
IF WE ARE UNABLE TO DEVELOP AND MARKET FUTURE PRODUCTS, OUR SALES REVENUE
MAY NOT MEET EXPECTATIONS AND OUR STOCK PRICE MAY DROP.
Other than the NMP22 Bladder Cancer Test Kit and other diagnostic products
distributed by our European subsidiary, all of our products are under
development and are not expected to be commercially available in the United
States for some time. The majority of our products under development will
require significant additional research and development, laboratory testing,
clinical testing and regulatory approval prior to commercialization. The
development of our products involves the use of advanced technical methods that
require both a high degree of skill and judgment in their application. We may
encounter unexpected technical difficulties in the course of the development
process that we may be able to overcome only if we expend additional funds and
time, if at all. We may not successfully complete our product development
efforts, and we may not obtain the required regulatory approvals. In addition,
any future products, if and when introduced, may not be successfully
commercialized, produced and marketed or achieve customer acceptance. We believe
that the market value of our stock is based in part on an expectation of future
revenue producing products. If we are unable to develop and market future
products, or if the market believes that we are experiencing difficulty
developing future products, our stock price may drop. For example, the market
reacted negatively when we announced that one of our products would not receive
expedited FDA review.
GOVERNMENT REGULATION COULD MAKE THE DEVELOPMENT AND SALE OF OUR PRODUCTS
COSTLY AND DIFFICULT.
The FDA and, in some instances, foreign governments, extensively regulate
the medical devices that we market and manufacture. The FDA regulates the
clinical testing, manufacture, labeling, distribution and promotion of medical
devices in the United States. If we fail to comply with the FDA's requirements,
including Good Manufacturing Practices, we may face a number of consequences,
including:
- fines;
- injunctions;
- civil penalties;
- recall or seizure of products;
- total or partial suspension of production;
- failure of the government to grant premarket clearance or premarket
approval for devices;
- withdrawal of marketing approvals; and
- criminal prosecution.
The FDA also has the authority to request repair, replacement or refund of
the cost of any device that we manufacture or distribute.
Any products that we manufacture or distribute in accordance with FDA
clearances or approvals are subject to pervasive and continuing regulation by
the FDA, including:
-6-
<PAGE> 8
- device manufacturers and distributors are required to comply with
recordkeeping requirements and to report adverse experiences with the
use of the device;
- device manufacturers are required to register their establishments and
list their devices with the FDA and are subject to periodic
inspections by the FDA and certain state agencies; and
- devices are required to be manufactured in accordance with Good
Manufacturing Practices regulations which impose certain procedural
and documentation requirements on us with respect to manufacturing and
quality assurance activities.
Labeling and promotional activities are subject to scrutiny in the United
States by the FDA and, in certain instances, by the Federal Trade Commission.
For example, the NMP22 Bladder Cancer Test Kit has received FDA approval and may
be promoted by us only as a prognostic indicator or as a testing device for use
by previously undiagnosed individuals who have symptoms of or are at risk for
bladder cancer. The FDA actively enforces regulations prohibiting the promotion
of devices for unapproved uses and the promotion of devices for which premarket
clearance or approval has not been obtained. Consequently, we cannot currently
promote the NMP22 Bladder Cancer Test Kit for cancer screening in the United
States or for any other unapproved use. If we fail to comply with these
requirements, we may face regulatory enforcement action by the FDA that would
prevent us from manufacturing or selling our products, hurt our ability to
conduct testing necessary to obtain market clearance for these products and
reduce our potential sales revenues.
We are also subject to a variety of state laws and regulations in those
states or localities where our products are or will be marketed. Any applicable
state or local regulations may hinder our ability to market our products in
those states or localities. Manufacturers are also subject to numerous federal,
state and local laws relating to such matters as safe working conditions,
manufacturing practices, environmental protection, fire hazard control, and
disposal of hazardous or potentially hazardous substances. We may be required to
incur significant costs to comply with these laws and regulations now or in the
future, which could increase future losses or reduce future profitability.
IF WE LOSE OUR PROPRIETARY TECHNOLOGY ADVANTAGE, WE COULD BE OVERWHELMED BY
COMPETITORS.
We rely on a combination of patent, trade secret and trademark laws,
nondisclosure and other contractual provisions and technical measures to protect
the proprietary rights in our current and planned products. These protections
may be inadequate, and our competitors may independently develop technologies
that are substantially equivalent or superior to our technology. Patent law
relating to the scope of claims in the biotechnology field is still evolving
and, therefore, the degree of future protection for our proprietary rights is
uncertain. In addition, the laws of certain countries in which our products are
or may be licensed or sold do not protect our products and intellectual property
rights to the same extent as the laws of the United States.
We believe that the use of the patents for nuclear matrix protein
technology licensed to us and the use of our trademarks and other proprietary
rights do not infringe upon the proprietary rights of third parties. However, we
may not prevail in any challenge of third-party intellectual property rights,
and third parties may successfully assert infringement claims against us in the
future. In addition, we may be unable to acquire licenses to any of these
proprietary rights of third parties on reasonable terms.
-7-
<PAGE> 9
HEALTHCARE REFORM MEASURES AND THIRD-PARTY REIMBURSEMENT POLICIES COULD
LIMIT THE PER-PRODUCT REVENUES FOR OUR PRODUCTS.
Our ability to commercialize successfully our planned products will depend
in part on the extent to which reimbursement for the cost of our products will
be available from government health administration authorities, private health
insurers and other third-party payors. In the case of private insurers, the
reimbursement of any medical device, either approved for investigational use
only or for research use, is at the sole discretion of the patient's individual
carrier. Even if a procedure has been previously approved for reimbursement, the
insurance carrier may decide not to continue to reimburse the procedure.
Further, even if in the future we do successfully sell our products to managed
care providers, it is possible that these sales will involve significant pricing
pressure on our products and keep our per-product revenues low. Healthcare
reform is an area of continuing national attention and a priority of many
governmental officials. Certain reform proposals, if adopted, could impose
limitations on the prices we will be able to charge in the United States for our
products or the amount of reimbursement available for our products from
governmental agencies or third-party payors. While we cannot predict whether any
of these legislative or regulatory proposals will be adopted or the effect that
these proposals may have on our business, the announcement or adoption of these
proposals could hurt our business by reducing demand for our products and could
hurt our stock price because of investor reactions.
IF WE DO NOT DEVELOP A LARGER MARKETING AND SALES FORCE, WE WILL REMAIN
DEPENDENT ON DISTRIBUTORS, AND WE MAY FAIL TO INCREASE SALES.
We have limited internal marketing and sales resources and personnel. In
order to market successfully our current and future products in the United
States and other territories in which we do not, or do not intend to, use
third-party distributors, we will need to develop a larger marketing and sales
force with appropriate technical expertise and distribution capability. We may
be unable to establish the marketing and sales capabilities that we need, and we
may be unsuccessful in gaining market acceptance for any of our products.
IF WE ARE UNABLE TO MANUFACTURE THE PRODUCT VOLUMES WE NEED, WE WILL BE
UNABLE TO ACHIEVE PROFITABILITY.
We have been manufacturing and assembling our test kits for limited
commercial sales since 1995 but have not yet manufactured the large product
volumes necessary for us to achieve profitability. We may encounter difficulties
in scaling up production of new products, if necessary, including problems
involving:
- production yields;
- quality control and assurance;
- component supply; and
- shortages of qualified personnel.
These problems could make it very difficult to produce sufficient product
to satisfy customer needs and could result in customer dissatisfaction. We may
not be able to achieve reliable, high-volume manufacturing at a commercially
reasonable cost. In addition, numerous governmental authorities
-8-
<PAGE> 10
extensively regulate our manufacturing operations. Failure to satisfy our
manufacturing needs could result in decreased sales, loss of market share and
potential loss of certain distribution rights.
IF OUR SUPPLIERS CANCEL THEIR AGREEMENTS WITH US, IT MAY BE DIFFICULT FOR
US TO FIND REPLACEMENTS FOR OUR SUPPLIERS.
We currently rely on sole suppliers for certain key components for our test
kits. If the components from these suppliers should become unavailable for any
reason, we would seek alternative sources of supply. In order to maintain the
FDA validation of our manufacturing process, we would have to show that these
alternative sources of supply are equivalent to our current sources. Although we
attempt to maintain an adequate level of inventory to provide for these and
other contingencies, if our manufacturing processes are disrupted as a result of
a shortage of key components or a revalidation of new components, we may be
unable to meet our commitments to customers. Our failure or delay in meeting our
commitments could cause sales to decrease, market share to be lost permanently,
and could result in significant expenses to obtain alternative sources of supply
with the necessary facilities and know-how.
IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL, WE MAY BE UNABLE TO ACHIEVE
OUR DEVELOPMENTAL OBJECTIVES.
Our success depends, in large part, upon our ability to attract and retain
a highly qualified scientific and management team. We have no employment
contracts with any of our key personnel. The loss of key personnel or the
failure to recruit the necessary additional personnel needed for a qualified
team might impede the achievement of developmental objectives. We face
competition for qualified personnel from other companies, research and academic
institutions, government entities and other organizations. We may not be
successful in hiring or retaining qualified scientific or management personnel
on acceptable terms, given the competition among numerous pharmaceutical and
biotechnology companies, government entities and research and academic
institutions for qualified personnel.
IF WE ARE SUED FOR PRODUCT RELATED LIABILITIES, THE COST COULD BE
PROHIBITIVE TO US.
The testing, marketing and sale of human healthcare products entail an
inherent exposure to product liability, and third parties may successfully
assert product liability claims against us. Although we currently have insurance
covering our products, we may not be able to maintain this insurance at
acceptable costs in the future, if at all. In addition, our insurance may not be
sufficient to cover large claims. Significant product liability claims could
result in large and unexpected expenses as well as a costly distraction of
management resources and potential negative publicity and reduced demand for our
product.
OUR ACTIVITIES INVOLVE THE USE OF HAZARDOUS MATERIALS, AND WE MAY BE HELD
LIABLE FOR ANY ACCIDENTAL INJURY FROM THESE HAZARDOUS MATERIALS.
Our research and development activities involve the controlled use of
hazardous materials, including radioactive compounds. Although we believe that
our safety procedures for handling and disposing of our hazardous materials
comply with the standards prescribed by federal, state and local laws and
regulations, the risk of accidental contamination or injury from these materials
cannot be completely eliminated. In the event of an accident, we could be held
liable for damages that result and significant and unexpected costs including
costs relating to liabilities and clean-up, costs from increased insurance
premiums or inability to obtain adequate insurance at a reasonable price and
costs from loss of
-9-
<PAGE> 11
operations during clean-up.
YEAR 2000 COMPLIANCE COSTS AND RISKS ARE DIFFICULT TO ASSESS AND COULD
DISRUPT OUR OPERATIONS.
Some existing computer systems and software products do not properly
recognize dates after December 31, 1999, which is known as the Year 2000
problem. The Year 2000 problem could result in miscalculations, data corruption,
system failures or disruptions of operations.
To date, we have not experienced any disruptions in our systems following
December 31, 1999. In addition, to date, we have not been made aware that any of
our suppliers or service vendors has experienced disruptions in their systems.
Failure of our internal systems, or those maintained by our suppliers and
vendors, to operate properly with regard to the Year 2000 problem could require
us to incur significant unanticipated expenses to remedy any problems.
USE OF PROCEEDS
Matritech will receive no part of the proceeds from the sale of any of the
shares by any of the selling securityholders, although we may receive, subject
to anti-dilution adjustments, $2.50 per share upon exercise of the warrants.
SELLING SECURITYHOLDERS
The following table sets forth certain information as of August 15, 2000 with
respect to the shares of common stock of Matritech beneficially owned by each
selling securityholder. The shares may be offered from time to time by any of
the selling securityholders or by those individuals and entities to whom they
may transfer or distribute the shares. See "Plan of Distribution."
The persons and entities named in the table below have sole voting and
investment power with respect to all shares shown as beneficially owned by them
based upon information provided to Matritech by the selling securityholders.
In calculating the number of shares beneficially owned by each selling
securityholder after the offering, we have assumed that the selling
securityholders will sell all of the shares of common stock of Matritech
registered under this prospectus. The selling securityholders may sell all or
any part of their shares registered under this prospectus.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Shares of common stock issuable by us to a
person pursuant to options or warrants which may be exercised within 60 days of
August 15, 2000 are deemed to be beneficially owned and outstanding for purposes
of calculating the number of shares and the percentage beneficially owned by
that person. However, these shares are not deemed to be beneficially owned and
outstanding for purposes of computing the percentage beneficially owned by any
other person.
In calculating the percentage of shares beneficially owned by each selling
securityholder prior to and after the offering, we have based our calculations
on the number of shares of common stock deemed outstanding as of August 15,
2000, which includes:
- 25,037,688 shares of common stock outstanding as of August 15, 2000;
and
- all shares of common stock issuable upon the exercise of options and
warrants which may be exercised by that selling securityholder within
60 days of August 15, 2000.
-10-
<PAGE> 12
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Number of Number of Number of Shares
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering Offered After Offering
------------------------------- ---------------- ------------------------
Name and Address (1) Number Percent Number Percent
-------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Derek Caldwell (2) 200,000 * 200,000 0 *
Sean Gallagher (3) 15,000 * 15,000 0 *
Nathan Low (4) 200,000 * 200,000 0 *
D. Dwight Miller (5) 40,637 * 15,000 25,637 *
Marc Seelenfreund (6) 15,000 * 15,000 0 *
Matthew Toole (7) 5,000 * 5,000 0 *
TOTAL 475,637 * 450,000 25,637 *
------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Less than 1%
(1) The address of each person listed on the table is c/o Sunrise Securities
Corp., 135 E. 57th Street, 11th Floor, New York, NY.
(2) Mr. Caldwell's beneficial ownership includes 200,000 shares of common stock
issuable upon exercise of warrants.
(3) Mr. Gallagher's beneficial ownership includes 15,000 shares of common stock
issuable upon exercise of warrants.
(4) Mr. Low's beneficial ownership includes 200,000 shares of common stock
issuable upon exercise of warrants.
(5) Mr. Miller's beneficial ownership includes 40,637 shares of common stock
issuable upon exercise of warrants.
(6) Mr. Seelenfreund's beneficial ownership includes 15,000 shares of common
stock issuable upon exercise of warrants.
(7) Mr. Toole's beneficial ownership includes 5,000 shares of common stock
issuable upon exercise of warrants.
Mr. Low is the sole shareholder of Sunrise Securities Corp., and Messrs.
Caldwell, Gallagher, Miller, Seelenfreund, and Toole are employees of Sunrise
Securities Corp. Mr. Low is also the sole shareholder of Sunrise Financial
Group, Inc., which currently acts as an investor relations consultant to the
Company. Mr. Caldwell is also an employee of Sunrise Financial Group, Inc.
-11-
<PAGE> 13
PLAN OF DISTRIBUTION
The shares of common stock of Matritech offered under this prospectus may
be sold from time to time by or for the account of any of the selling
securityholders or by those individuals and entities to whom they pledge,
donate, distribute or transfer their shares or other successors in interest.
Matritech will not receive any of the proceeds from the sale of these
shares by the selling securityholders, although we may receive, subject to
anti-dilution adjustments, $2.50 per share upon exercise of the warrants.
The distribution of the shares of common stock of Matritech offered under
this prospectus by the selling securityholders is not subject to any
underwriting agreement. The shares may be sold under this prospectus directly to
purchasers by the selling securityholders:
- in negotiated transactions;
- by or through brokers or dealers in ordinary brokerage transactions or
transactions in which the broker solicits purchasers;
- in block trades in which the broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal;
- in transactions in which a broker or dealer purchases as principal for
resale for its own account; or
- through underwriters or agents.
The shares of common stock of Matritech offered under this prospectus may
be sold at a fixed offering price, which may be changed, at the prevailing
market price at the time of sale, at prices related to the prevailing market
price or at negotiated prices. Any brokers, dealers, underwriters or agents may
arrange for others to participate in any of these transactions and may receive
compensation in the form of discounts, commissions or concessions from the
selling securityholders and/or the purchasers of the shares. Each selling
securityholder will be responsible for payment of any and all commissions to
brokers. Matritech has agreed to indemnify the selling securityholders against
certain liabilities, including liabilities under the Securities Act of 1933 and
the Securities Exchange Act of 1934.
The selling securityholder may also loan or pledge the shares registered
under this prospectus to a broker-dealer and the broker-dealer may sell the
shares so loaned or upon a default the broker-dealer may effect sales of the
pledged shares using this prospectus.
In connection with the private placement which was completed on July 14,
2000, Matritech executed an investor relations warrant agreement with each of
the selling securityholders in which Matritech has agreed to file the
registration statement to which this prospectus is a part and to take certain
other actions to permit the selling securityholders to sell the shares of common
stock of Matritech offered under this prospectus under the Securities Act of
1933 and applicable state securities laws.
In order to comply with the securities laws of individual states, if
applicable, the shares of common stock of Matritech offered under this
prospectus will be sold in those jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states these shares may not
be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
-12-
<PAGE> 14
If and when any of the shares covered by this prospectus qualifies for sale
under Rule 144 under the Securities Act of 1933, they may be sold under Rule 144
rather than under this prospectus.
Any selling securityholder and any broker-dealer, agent or underwriter that
participates with the selling securityholder in the distribution of the shares
of common stock of Matritech offered under this prospectus may be considered to
be "underwriters" within the meaning of the Securities Act of 1933, in which
event any commissions received by those broker-dealers, agents or underwriters
and any profit on the resale of the shares purchased by them may be considered
to be underwriting commissions or discounts under the Securities Act of 1933.
The selling securityholders are not restricted as to the price or prices at
which they may sell the shares of common stock of Matritech offered under this
prospectus. Sales of shares at less than the market price may depress the market
price of Matritech's securities. Moreover, the selling securityholders are not
restricted as to the number of shares which may be sold at any one time, and it
is possible that a significant number of shares could be sold at the same time
which may also depress the market price of Matritech's securities.
Under applicable rules and regulations under the Securities Exchange Act of
1934, any person engaged in the distribution of the shares of common stock of
Matritech offered under this prospectus may not simultaneously engage in market
making activities with respect to the shares for a period of time prior to the
commencement of the distribution. In addition, each selling securityholder will
be subject to applicable provisions of the Securities Exchange Act of 1934 and
the rules and regulations under the Securities Exchange Act of 1934, including,
but not limited to, Rule 10b-5 and Regulation M, which provisions may limit the
timing of purchases and sales of the shares by the selling securityholder.
There is no assurance that any selling securityholder will sell any or all
of the shares described in this prospectus and may transfer, devise or gift
these securities by other means not described in this prospectus.
We are permitted to suspend the use of this prospectus in connection with
sales of the shares of our common stock offered under this prospectus by holders
during periods of time under certain circumstances relating to pending corporate
developments and public filings with the Securities and Exchange Commission and
similar events.
LEGAL MATTERS
Several legal matters with respect to the shares of common stock of
Matritech offered under this prospectus will be passed upon for Matritech by
Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
-13-
<PAGE> 15
WHERE YOU CAN FIND MORE INFORMATION
Matritech is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with those requirements files reports,
proxy statements and other information with the Securities and Exchange
Commission. The reports, proxy statements and other information that Matritech
files with the SEC under the informational requirements of the Securities
Exchange Act of 1934 may be obtained from the SEC's Public Reference Section at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call
1-800-SEC-0330 for information about the SEC's Public Reference Room.
Matritech's common stock is traded on the Nasdaq National Market, and the
reports, proxy statements and other information that Matritech files with the
SEC may also be inspected at the offices of The Nasdaq Stock Market, Inc.,
Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's Web site is
http://www.sec.gov.
Matritech has filed with the Commission a registration statement on Form
S-3, including all amendments to the registration statement under the Securities
Act of 1933 with respect to the shares of common stock of Matritech offered
under this prospectus. This prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information regarding Matritech and the shares offered under this prospectus,
please see the registration statement and the exhibits and schedules filed with
the registration statement. Statements contained in this prospectus regarding
the contents of any agreement or other document filed as an exhibit to the
registration statement are not necessarily complete, and in each instance please
see the copy of the full agreement filed as an exhibit to the registration
statement. We qualify each of these statements in all respects by the reference
to the full agreement. The registration statement, including the exhibits and
schedules to the registration statement, may be inspected at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of all or any part of the registration
statement may be obtained from the Commission's office upon payment of the
prescribed fees.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows Matritech to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The following documents filed by Matritech
with the Commission, File No. 001-12128, are incorporated by reference in this
prospectus, except as superseded or modified by this prospectus:
1. Matritech's annual report on Form 10-K for the fiscal year ended December
31, 1999, filed under the Exchange Act, which contains audited financial
statements for the fiscal year ended December 31, 1999.
2. Matritech's quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2000 filed under the Exchange Act, which contains unaudited
financial statements for the fiscal quarter ended March 31, 2000.
3. Matritech's quarterly report on Form 10-Q for the fiscal quarter ended June
30, 2000 filed under the Exchange Act, which contains unaudited financial
statements for the fiscal quarter ended June 30, 2000.
-14-
<PAGE> 16
4. The description of Matritech's common stock, $.01 par value per share,
contained in the section entitled "Description of Registrant's Securities
to be Registered" contained in Matritech's registration statement on Form
8-A filed with the Commission on March 10, 1992, including any amendment or
report filed for the purpose of updating the description of Matritech's
common stock.
All documents filed by Matritech under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus and
prior to the termination of the offering made under this prospectus are
incorporated by reference in this prospectus and made a part of this prospectus
from the date Matritech files the documents with the SEC. Any statement
contained in this prospectus or 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 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. Matritech will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon the written or oral
request of that person, a copy of any document incorporated in this prospectus
by reference other than exhibits unless those exhibits are specifically
incorporated by reference into the documents. Requests for these copies should
be directed to Matritech, Inc., Attention: John S. Doherty, Jr., Chief Financial
Officer, 330 Nevada Street, Newton, Massachusetts 02460, telephone (617)
928-0820.
-15-
<PAGE> 17
================================================================================
You should rely only on the information contained in this prospectus or
information specifically incorporated by reference in this prospectus. We have
not authorized anyone to provide you with information that is different. Neither
the delivery of this prospectus, nor any sale made hereunder, shall create any
implication that the information in this prospectus is correct after the date
hereof. This prospectus is not an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation is illegal.
----------------------------
TABLE OF CONTENTS
----------------------------
<TABLE>
<CAPTION>
<S> <C>
Matritech, Inc............................ 3
Risk Factors.............................. 3
Use of Proceeds........................... 10
Selling Securityholders................... 10
Plan of Distribution...................... 12
Legal Matters............................. 13
Experts................................... 13
Where You Can Find More
Information............................... 14
Documents Incorporated by
Reference................................. 14
</TABLE>
450,000 SHARES
OF
COMMON STOCK
OF
MATRITECH, INC.
===========================================================================
August ____, 2000
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses incurred by the Company in connection with the issuance and
distribution of the securities being registered are estimated as follows:
<TABLE>
<CAPTION>
AMOUNT
------
<S> <C>
Securities and Exchange Commission registration fee ...................$ 810
Nasdaq Additional Listing fee .........................................$ 4,500
Legal fees and expenses ...............................................$20,000
Accounting fees and expenses ..........................................$ 2,500
Miscellaneous .........................................................$ 2,500
Total .....................................$30,310
</TABLE>
None of the above expenses will be paid by the Selling Securityholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law ("DGCL") the Company has the power to indemnify certain persons,
including its officers and directors, under stated circumstances and subject to
certain limitations, for liabilities incurred in connection with services
performed in good faith for the Company or for other organizations at the
request of the Company.
Article Seventh of the Company's Amended and Restated Certificate of
Incorporation provides that no director of the Company shall be liable for
monetary damages for breach of fiduciary duty, except to the extent that the
DGCL prohibits the elimination of liability of directors for breach of fiduciary
duty.
Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Company (a) shall be
indemnified by the Company against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the Company) brought against him by virtue of his position as a director or
officer of the Company if he acted in good faith and in a manner he 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 his conduct was unlawful and (b) shall be indemnified by the Company
against all expenses (including attorneys' fees) and amounts paid in settlement
incurred in connection with any action by or in the right of the Company brought
against him by virtue of his position as a director or officer of the Company if
he acted in good faith and in a manner he reasonably
II-2
<PAGE> 19
believed to be in, or not opposed to, the best interests of the Company, except
that no indemnification shall be made with respect to any matter as to which
such person shall have been adjudged to be liable to the Company, unless a court
determines that despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has
been successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Company against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.
Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive and provides that in the event that the DGCL is amended to expand or
limit the indemnification permitted to directors or officers, the Company must
indemnify those persons to the fullest extent permitted by such law, as so
amended.
In addition to the indemnification provided by Section 145 of the DGCL, the
Company has entered into an Indemnity Agreement with each of its directors
pursuant to which the Company agrees to indemnify that director for (1) all
expenses, liabilities, judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with any legal action, suit or proceeding
against the director by reason of the fact that he was an agent of the Company
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and with respect to any criminal
proceedings had no reasonable cause to believe his conduct was unlawful, and (2)
all expenses incurred in connection with the investigation, defense, settlement
or appeal of any legal action or proceeding brought against the director by or
in the right of the Company by reason of any action taken or not taken by him in
his capacity as a director of the Company if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company. The Company is not obligated under the terms of the Indemnity
Agreements to indemnify its directors (a) for expenses or liabilities paid
directly to the directors by directors' and officers' insurance, (b) on account
of any claims against the directors for an accounting of profits made from the
purchase or sale by directors of securities of the Company pursuant to Section
16(b) of the Exchange Act, as amended, (c) if indemnification would not be
lawful.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
4.1 Specimen Common Stock Certificate (filed as Exhibit 4.2 to Matritech's
Registration Statement No. 33-46158 on Form S-1 and incorporated herein
by reference).
4.2 Investor Relations Warrant Agreement between Matritech and the several
investors.*
4.3 Form of Warrant Certificate issued by Matritech to the several investors.*
</TABLE>
II-3
<PAGE> 20
<TABLE>
<S> <C>
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5.1).*
24.1 Power of Attorney (included on page II-6 of the Registration Statement).*
</TABLE>
------------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.
II-4
<PAGE> 21
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-5
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3, and has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Newton, Commonwealth of Massachusetts, on August
25, 2000.
MATRITECH, INC.
By: /s/ Stephen D. Chubb
---------------------------------
Stephen D. Chubb
Director, Chairman and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Matritech, Inc., hereby
severally constitute and appoint Stephen D. Chubb and David L. Corbet, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
all pre-effective and post-effective amendments to this registration statement,
and generally to do all things in our names and on our behalf in such capacities
to enable Matritech, Inc. to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------------------- --------------------------------------------- ---------------
<S> <C> <C>
/s/ Stephen D. Chubb Director, Chairman and Chief Executive August 25, 2000
--------------------------- Officer (Principal Executive Officer)
STEPHEN D. CHUBB
/s/ David L. Corbet Director, President and Chief Operating August 25, 2000
--------------------------- Officer
DAVID L. CORBET
/s/ John S. Doherty Vice President, Finance, Chief Financial August 25, 2000
--------------------------- Officer, Treasurer and Secretary (Principal
JOHN S. DOHERTY Financial and Accounting Officer)
/s/ David Rubinfien Director August 25, 2000
---------------------------
DAVID RUBINFIEN
/s/ Richard A. Sandberg Director August 25, 2000
---------------------------
RICHARD A. SANDBERG
/s/ T. Stephen Thompson Director August 25, 2000
---------------------------
T. STEPHEN THOMPSON
</TABLE>
<PAGE> 23
EXHIBIT LIST
Exhibit No. Description of Exhibit
4.1 Specimen Common Stock Certificate (filed as Exhibit 4.2 to
Matritech's Registration Statement No. 33-46158 on Form S-1 and
incorporated herein by reference).
4.2 Investor Relations Warrant Agreement between Matritech and the
several investors.*
4.3 Form of Warrant Certificate issued by Matritech to the several
investors.*
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5.1).*
24.1 Power of Attorney (included on page II-6 of the Registration
Statement).*
-------------------------------
* Filed hereunder.
