As filed with the Securities and Exchange Commission on September 14, 1998
Commission File No. 333-57711
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PARADIGM MEDICAL INDUSTRIES, INC.
(Name of small business issuer in its charter)
Delaware 3841 87-0459536
(State of jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization Classification Code Number) Identification
Number)
1127 West 2320 South, Suite A
Salt Lake City, Utah 84119
(801) 977-8970
(Address and telephone number of registrant's principal executive offices and
principal place of business)
Thomas F. Motter, President
1127 West 2320 South, Suite A
Salt Lake City, Utah 84119
(801) 977-8970
(Name, address and telephone number of agent for service)
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Copies to:
Randall A. Mackey, Esq.
Mackey Price & Williams
170 South Main Street, Suite 900
Salt Lake City, Utah 84101-1655
Telephone: (801) 575-5000
Approximate date of proposed sale to the
public: As soon as practicable after the Registration
Statement becomes effective.
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If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act"), 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 for the same offering. o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any person who
is, or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
or her duty. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director
actually and reasonably incurred.
In accordance with the Delaware Law, the Certificate of Incorporation
of the Company contains a provision to limit the personal liability of the
directors of the Company for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
The Company may not indemnify an individual unless authorized and a
determination is made in the specific case that indemnification of the
individual is permissible in the circumstances because his or her conduct was in
good faith, he or she reasonably believed that his or her conduct was in, or not
opposed to, the Company's best interests and, in the case of any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Company may not advance expenses to an individual to whom the
Company may ultimately be responsible for indemnification unless authorized in
the specific case after the individual furnishes the following to the Company: a
written affirmation of his or her good faith belief that his or her conduct was
in good faith, that he or she reasonably believed that his or her conduct was
in, or not opposed to, the Company's best interests and, in the case of any
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful and (2) the individual furnishes to the Company a written
undertaking, executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the standard of
conduct referenced in part (1) of this sentence. In addition to the individual
furnishing the aforementioned written affirmation and undertaking, in order for
the Company to advance expenses, a determination must also be made that the
facts then- known to those making the determination would not preclude
indemnification.
All determinations relative to indemnification must be made as follows:
(1) by the Board of Directors of the Company by a majority vote of those present
at a meeting at which a quorum is present, and only those directors not parties
to the proceeding shall be counted in satisfying the quorum requirement; or (2)
if a quorum cannot be obtained as contemplated in part (1) of this sentence, by
a majority vote of a committee of the Board of Directors designated by the Board
of Directors of the Company, which committee shall consist of two or more
directors not parties to the proceeding, except that directors who are parties
to the proceeding may participate in the designation of directors for the
committee; or (3) by special legal counsel selected by the Board of Directors or
its committee in the manner prescribed in part (1) or
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part (2) of this sentence (however, if a quorum of the Board of Directors cannot
be obtained under part (1) of this sentence and a committee cannot be designated
under part (2) of this sentence, then a special legal counsel shall be selected
by a majority vote of the full board of directors, in which selection directors
who are parties to the proceeding may participate); or (4) by the shareholders,
by a majority of the votes entitled to be cast by holders of qualified shares
present in person or by proxy at a meeting.
The Company has also entered into Indemnification Agreements with its
executive officers and directors. These Indemnification Agreements are
substantially similar in effect to the Bylaws and the provisions of the
Company's Certificate of Incorporation relative to providing indemnification to
the maximum extent and in the manner permitted by the Delaware General
Corporation Law. Additionally, such Indemnification Agreements contractually
bind the Company with respect to indemnification and contain certain exceptions
to indemnification, but do not limit the indemnification available pursuant to
the Company's Bylaws, the Company's Certificate of Incorporation or the Delaware
General Corporation Law.
Item 25. Other Expenses of Issuance and Distribution
The following table sets forth the expenses payable by the Company in
connection with the issuance and distribution of the securities being
registered, other than underwriting discount (all amounts except the Securities
and Exchange Commission filing fee and the NASD fee are estimated):
Filing fee--Securities and Exchange Commission....... $ 1,400
NASD fee............................................. 2,000
Printing and engraving expenses...................... 7,500
Legal fees and disbursements......................... 15,000
Accounting fees and disbursements.................... 10,000
Blue Sky fees and expenses (including legal fees).... 10,000
Miscellaneous........................................ 1,100
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Total expenses....................................... $ 47,000
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Item 26. Recent Sales of Unregistered Securities
The following information is furnished with regard to all issuances of
unregistered shares of the Company's securities during the past three years.
Each of the following transactions was exempt from under the Securities Act by
virtue of the provisions of Section 4(2) of the Securities Act and, where
indicated, by either Rule 504 or 505 of Regulation D promulgated under the
Securities Act.
None of the following transactions involved a distribution or public
offering. All share and per share information presented below have been adjusted
to give retroactive effect to a 1-for-7.96 reverse stock split, which was
approved in April 1993 and a 1-for-5 reverse stock split, which was approved in
April 1994.
(8) Series B Preferred Stock
During the period from May 27, 1994 to September 18, 1995, the Company sold
a total of 493,000 shares of its Series B Preferred Stock to 43 persons (all of
whom were accredited investors), through a private placement under Rule 505 of
Regulation D promulgated under the Securities Act at a price of $4.00 per share.
The Company received $1,972,000 in cash as a result of the private placement
transaction and paid $318,880 in commissions and expenses. The persons
purchasing shares of Series B Preferred Stock during the past three years
through the private placement are identified below in this Part I of Item 26,
"Recent Sales of Unregistered Securities."
A. On or about September 18, 1995, the Company issued 40,000 shares of
Series B Preferred Stock to Jaswant Singh and Debra B. Pannu, accredited
investors, in consideration for a $160,000 cash investment. The Company
subsequently
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provided Jaswant Singh and Debra B. Pannu with a rescission offer to repurchase
all of their Series B Preferred Shares at a price of $4.00 per share plus
interest from the date the shares were purchased. The Company relied upon a
state exemption and federal registration in connection with the rescission offer
to Mr. Singh and Ms. Pannu. See "Risk Factors - Rescission Offer to Series B
Preferred Shareholders."
B. The Company issued 6,017 shares of its Series B Preferred on January 8,
1996 as a stock dividend to Series B Shareholders of record as of December 31,
1994.
C. The Company also issued the individual broker/dealers of First
Associated Securities Group, Inc. warrants to purchase 21,525 shares of the
Company's Common Stock in partial compensation for their services in connection
with the private placement of Series B Preferred Stock.
II. Bridge Notes and Warrants
During the period from December 1995 to February 21, 1996, the Company sold
a total of 23 Units to the 14 investors identified below in this Part II of Item
26, "Recent Sales of Unregistered Securities" (13 of whom were accredited
investors; the only non-accredited investor was Barbara Bean Hemmer, the wife of
John W. Hemmer, Vice President of Finance, Treasurer, Chief Financial Officer
and a director of the Company) and issued one Unit to Win Capital Corp. ("Win"),
an accredited investor, for services through a private placement transaction
under Section 4(2) of the Securities Act, each Unit consisting of a $25,000
promissory note and Warrants to purchase 12,500 shares of Common Stock at $3.33
per share. The Company received $575,000 in cash as a result of this private
placement transaction.
A. Effective as of December 28, 1995, the Company issued one Unit to Ronald
S. Aronson for a cash investment of $25,000.
B. Effective as of December 28, 1995 and January 8, 1996, respectively, the
Company issued two Units to Barbara Bean Hemmer, the wife of one of the
Company's directors, for a cash investment of $50,000.
C. Effective as of December 28, 1996 and February 1, 1996, respectively,
the Company issued two Units to How- Mar, Inc. for a cash investment of $50,000.
D. Effective as of January 8, 1995, the Company issued two Units to Hyman
L. Federman for a cash investment of $50,000.
E. Effective as of January 10, 1996, the Company issued one Unit to H.
Douglas Barclay for a cash investment of $25,000.
F. Effective as of January 12, 1996, the Company issued six Units to Hi
Chicago Trust, Burton W. Kanter, Trustee, for a cash investment of $150,000.
G. Effective as of January 25, 1996, the Company issued one Unit to Win
Capital Corp. in consideration for investment banking services that Win
performed for the Company and for Win's relinquishment of its contractual rights
concerning the performance of certain additional services for the Company.
H. Effective as of February 1, 1996, the Company issued one Unit to Gregory
Lavin for a cash investment of $25,000.
I. Effective as of February 6, 1996, the Company issued one Unit to Miles
and Elayne Federman for a cash investment of $25,000.
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J. Effective as of February 6 and 20, 1996, respectively, the Company
issued a total of two Units to David Feinsilver for a total cash investment of
$50,000.
K. Effective as of February 7, 1996, the Company issued one Unit to Michael
C. Smatt for a cash investment of $25,000.
L. Effective as of February 19, 1996, the Company issued one Unit to George
J. Barenholtz and Barbara A. Litwinka for a cash investment of $25,000.
M. Effective as of February 28, 1996, the Company issued a total of three
Units to William C. Fitzhugh, a director of the Company; B. Michael Pisani; and
Cardinal Resources, Inc. for a total cash investment of $75,000.
III. 12% Convertible, Redeemable Promissory Notes
During the period from October 24, 1997 to December 8, 1998, the Company
sold a total of 21.4 Units of 12% Convertible, Redeemable Promissory Notes to
the 23 persons identified below in this Part III of Item 26, "Recent Sales of
Unregistered Securities" (all of whom were accredited investors), through a
private placement under Rule 505 of Regulation D promulgated under the
Securities Act at a price of $50,000 per Unit, each Unit consisting of a $50,000
Unsecured 12% Convertible, Redeemable Promissory Note. The Company received
$1,070,000 in cash as a result of the private placement transaction and paid
$128,400 in commissions and expenses to Win Capital Corp., the exclusive
placement agent of the offering.
A. On December 8, 1997, the Company issued one Unit to Continental Stock
Transfer Corp. for a cash investment of $50,000.
B. On December 8, 1997, the Company issued one Unit to Robert L. Frome for
a cash investment of $50,000.
C. On December 8, 1997, the Company issued two Units to Ronald A. Balkin,
M.D. and Karen A. Balkin, JTWROS for a cash investment of $100,000.
D. On December 8, 1997, the Company issued two Units to Michael Associates
for a cash investment of $100,000.
E. On December 8, 1997, the Company issued .50 Unit to Mark S. Richardson
for a cash investment of $25,000.
F. On December 8, 1997, the Company issued .30 Unit to Mark E. Cozens for a
cash investment of $15,000.
G. On December 8, 1997, the Company issued .50 Unit to Michael L. Salamone
for a cash investment of $25,000.
H. On December 8, 1997, the Company issued .70 Unit to Premier Alliance
Group, Inc. for a cash investment of $35,000.
I. On December 8, 1997, the Company issued .50 Unit to Gary W. Hammond for
a cash investment of $25,000.
J. On December 8, 1997, the Company issued .50 Unit to Jeffrey A. Strack
and Penny Strack, JTROS for a cash investment of $25,000.
K. On December 8, 1997, the Company issued .50 Unit to J. Michael Smith for
a cash investment of $25,000.
L. On December 8, 1997, the Company issued .50 Unit to Eileen M. O'Dea for
a cash investment of $25,000.
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M. On December 8, 1997, the Company issued .40 Unit to Irwin W. Messer and
Alexandra S. Urdang, JTWROS for a cash investment of $20,000.
N. On December 8, 1997, the Company issued .50 Unit to Sheila Sandman for a
cash investment of $25,000.
O. On December 8, 1997, the Company issued one Unit to Joseph Aufiero for a
cash investment of $50,000.
P. On December 8, 1997, the Company issued one Unit to Ted Levine for a
cash investment of $50,000.
Q. On December 8, 1997, the Company issued .50 Unit to B. Michael Pisani
for a cash investment of $25,000.
R. On December 8, 1997, the Company issued one Unit to Alfred J. Riccairdi
and Joseph Riccairdi, JTWROS and for a cash investment of $50,000.
S. On December 8, 1997, the Company issued two Units to R.F. Lafferty
Profit Sharing Plan FBO Henry Hackel for a cash investment of $100,000.
T. On December 8, 1997, the Company issued one Unit to Rose W. Zee for a
cash investment of $50,000.
U. On December 8, 1997, the Company issued .50 Unit to Patrick F. Vetere,
M.D. and Linda A. Vetere JTWROS for a cash investment of $25,000.
V. On December 8, 1997, the Company issued two Units to MLPF&S Tax ID
13-3180817 FBO Dr. Joseph Nemeth IRA for a cash investment of $100,000.
W. On December 8, 1997, the Company issued 1.5 Units to Bill L. Trahan for
a cash investment of $75,000.
IV. Series C Preferred Stock
During the period from February 2, 1998 to April 11, 1998, the Company sold
a total of 20,300 shares of Series C Preferred Stock to the 58 persons
identified below in this part IV. of Item 26, "Recent Sales of Unregistered
Securities" (all of whom were accredited investors) through a private placement
under Rule 505 of Regulation D promulgated under the Securities Act at a price
of $100.00 per share. The Company received $2,003,000 in cash as a result of the
private placement transaction and paid $235,360 in commissions and expenses to
Win Capital Corp., the exclusive placement agent of the offering.
A. On March 4, 1998, the Company issued 125 shares of Series C Preferred
Stock to Robert M. Ball for a cash investment of $12,500.
B. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Robert J. Braig for a cash investment of $10,000.
C. On March 4, 1998, the Company issued 150 shares of Series C Preferred
Stock to Thomas W. Brake for a cash investment of $15,000.
D. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Craig S. Brewer for a cash investment of $25,000.
E. On March 4, 1998, the Company issued 200 shares of Series C Preferred
Stock to Consolidated Management Services, Inc. for a cash investment of
$20,000.
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F. On March 4, 1998, the Company issued 200 shares of Series C Preferred
Stock to Michael Demayo for a cash investment of $20,000.
G. On March 4, 1998, the Company issued 125 shares of Series C Preferred
Stock to C. Richard Dobson for a cash investment of $12,500.
H. On March 4, 1998, the Company issued 750 shares of Series C Preferred
Stock to Robert L. Frome for a cash investment of $75,000.
I. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Steven F. Gallop and Karen M. Gallop, JTWROS for a cash investment of
$10,000.
J. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to William A. Gantz and Carol A. Gantz, JTWROS for a cash investment of
$10,000.
K. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to John A. Grue for a cash investment of $10,000.
J. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Edward G. Hammond for a cash investment of $25,000.
L. On March 4, 1998, the Company issued 750 shares of Series C Preferred
Stock to Hi-Tel Group, Inc. for a cash investment of $75,000.
M. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Rommie L. Honeycutt for a cash investment of $10,000.
N. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Roy Lee Hounshell for a cash investment of $10,000.
O. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Samuel C. Houser and Robin B. Houser, JTWROS for a cash investment of
$10,000.
P. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Randy N. Humphrey for a cash investment of $10,000.
Q. On March 4, 1998, the Company issued 200 shares of Series C Preferred
Stock to Jerry R. King for a cash investment of $20,000.
R. On March 4, 1998, the Company issued 200 shares of Series C Preferred
Stock to Terry F. King for a cash investment of $20,000.
S. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Shannon E. Miller and Shannon S. Miller, JTWROS for a cash investment
of $10,000.
T. On March 4, 1998, the Company issued 1,000 shares of Series C Preferred
Stock to Joseph R. Nemeth for a cash investment of $100,000.
U. On March 4, 1998, the Company issued 1,000 shares of Series C Preferred
Stock to Dr. Joseph Nemeth, IRA for a cash investment of $100,000.
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V. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Christopher C. Northey for a cash investment of $10,000.
W. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Eileen M. O'Dea for a cash investment of $75,000.
X. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Laurence Leon Olive for a cash investment of $10,000.
Y. On March 4, 1998, the Company issued 200 shares of Series C Preferred
Stock to John D. Phillips, Jr. for a cash investment of $20,000.
Z. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Richard D. Poling for a cash investment of $10,000.
AA. On March 4, 1998, the Company issued 150 shares of Series C Preferred
Stock to Feliciano Sergio Sabates, III for a cash investment of $15,000.
BB. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Claude W. Savage and Jean G. Savage, JTWROS for a cash investment of
$10,000.
CC. On March 4, 1998, the Company issued 100 shares of Series C Preferred
Stock to Gregg Stokes for a cash investment of $10,000.
DD. On March 4, 1998, the Company issued 1,000 shares of Series C Preferred
Stock to TSP Associates, Inc. for a cash investment of $100,000.
EE. On March 4, 1998, the Company issued 130 shares of Series C Preferred
Stock to William E. Webb, III for a cash investment of $13,000.
FF. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Artas Corporation for a cash investment of $50,000.
GG. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to United Growth Fund, Inc. Profit Sharing Plan for a cash investment of
$50,000.
HH. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Sterling Capital LLC for a cash investment of $25,000.
II. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to John W. Hemmer and Barbara Bean Hemmer, JTWROS for a cash investment of
$25,000.
JJ. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Gregory J. Lavin for a cash investment of $25,000.
KK. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Robert W. Millar for a cash investment of $25,000.
LL. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Thomas F. Motter for a cash investment of $25,000.
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MM. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Marc N. Rubin for a cash investment of $50,000.
NN. On March 4, 1998, the Company issued 300 shares of Series C Preferred
Stock to Thomas R. Wolf and Erica P. Wolf, JTWROS for a cash investment of
$30,000.
OO. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Dr. Thomas R. Wolf, SEP IRA for a cash investment of $25,000.
PP. On March 4, 1998, the Company issued 2,500 shares of Series C Preferred
Stock to Canadian Advantage Limited Partnership for a cash investment of
$250,000.
QQ. On March 4, 1998, the Company issued 300 shares of Series C Preferred
Stock to Paul N. Davis for a cash investment of $30,000.
RR. On March 4, 1998, the Company issued 1,000 shares of Series C Preferred
Stock to RF Lafferty & Co. Profit Sharing Plan FBO Henry Hackel for a cash
investment of $100,000.
SS. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Roger Newman for a cash investment of $50,000.
TT. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Samuel Richman for a cash investment of $25,000.
UU. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Jeffrey Zarry Schwartz for a cash investment of $25,000.
VV. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Richard C. Siskey for a cash investment of $50,000.
WW. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Jeffrey G. Straus for a cash investment of $25,000.
XX. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Wight Investment for a cash investment of $50,000.
YY. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Michael W. Stelzer and Paula J. Stelzer, JTWROS for a cash investment
of $25,000.
ZZ. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Patrick Kolenik - IRA for a cash investment of $50,000.
AAA. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Patrick Kolenik and Dolores Kolenik, JTWROS for a cash investment of
$50,000.
BBB. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Roger C. Husted for a cash investment of $25,000.
CCC. On March 4, 1998, the Company issued 1,000 shares of Series C
Preferred Stock to Lincoln Trust Company FBO Michael B. Limberg, M.D. for a cash
investment of $100,000.
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DDD. On April 6, 1998, the Company issued 300 shares of Series C Preferred
Stock to Charles F. Trapp for a cash investment of $35,000.
EEE. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to BCN Associates for a cash investment of $50,000.
FFF. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Charles R Thompson, Jr., M.D. for a cash investment of $25,000.
GGG. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Continental Stock Transfer & Trust for a cash investment of $50,000.
HHH. On March 4, 1998, the Company issued 1,000 shares of Series C
Preferred Stock to Ronald A. and Karen A. Ballsin, JTWROS for a cash investment
of $100,000.
III. On March 4, 1998, the Company issued 1,000 shares of Series C Preferred
Stock to Michael Associates for a cash investment of $100,000.
JJJ. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Mark S. Richardson for a cash investment of $25,000.
KKK. On March 4, 1998, the Company issued 150 shares of Series C Preferred
Stock to Mark and Lori Cozins for a cash investment of $15,000.
LLL. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Michael L. Salamone for a cash investment of $25,000.
MMM. On March 4, 1998, the Company issued 350 shares of Series C Preferred
Stock to Premier Alliance Group, Inc. for a cash investment of $35,000.
NNN. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Gary Hammond for a cash investment of $25,000.
OOO. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Jeffrey A. and Penny Strack for a cash investment of $25,000.
PPP. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to J. Michael Smith for a cash investment of $25,000.
QQQ. On March 4, 1998, the Company issued 200 shares of Series C Preferred
Stock to Irwin Messer and Alexandra S. Urdang for a cash investment of $20,000.
RRR. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Sheila Sandman for a cash investment of $25,000.
SSS. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Joseph Aufrino for a cash investment of $50,000.
TTT. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Ted Levine for a cash investment of $50,000.
UUU. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to B. Michael Pisani for a cash investment of $25,000.
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VVV. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Alfred J. Ricciardi and Joseph Ricciardi for a cash investment of
$50,000.
WWW. On March 4, 1998, the Company issued 500 shares of Series C Preferred
Stock to Rose W. Zee for a cash investment of $50,000.
XXX. On March 4, 1998, the Company issued 250 shares of Series C Preferred
Stock to Patrick and Linda Vetere, JTWROS, for a cash investment of $50,000.
Item 27. Exhibits
Exhibit
Number Document Description
(a) Exhibits
The following Exhibits are filed herewith pursuant to Rule 601 of
Regulation S-B or are incorporated by reference to previous filings.
Table No. Document
2.1 Amended Agreement and Plan of Merger between Paradigm Medical
Industries, Inc., a California corporation and Paradigm Medical
Industries, Inc., a Delaware corporation(1)
3.1 Certificate of Incorporation(1)
3.2 Bylaws(1)
4.1 Warrant Agency Agreement with Continental Stock Transfer & Trust
Company(3)
4.2 Specimen Common Stock Certificate (2)
4.3 Specimen Class A Warrant Certificate(2)
4.4 Class A Warrant Agreement(2)
4.5 Underwriter's Warrant with Kenneth Jerome & Co., Inc.(3)
4.6 Warrant to Purchase Common Stock with Note Holders re bridge
financing(1)
4.7 Warrant to Purchase Common Stock with Mackey Price & Williams(1)
4.8 Warrant to Purchase Common Stock with Win Capital Corp.(6)
4.9 Specimen Series C Convertible Preferred Stock Certificate(6)
4.10 Certificate of the Designations, Powers, Preferences and Rights of the
Series C Convertible Preferred Stock(6)
5. Opinion of Mackey Price & Williams(8)
10.1 Exclusive Patent License Agreement with Photomed(1)
10.2 Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
10.3 Confidential Disclosure Agreement with Zevex, Inc.(1)
10.4 Indemnity Agreement with Zevex International, Inc.(1)
10.5 Manufacturing Agreement with Sunrise Technologies, Inc.(1)
10.6 Royalty Agreement dated January 30, 1992, with Dennis L. Oberkamp
Design Services(1)
10.7 Indemnity Agreement dated January 30, 1992, with Dennis L. Oberkamp
Design Services(1)
10.8 Royalty Agreement (for Ultrasonic Phaco Handpiece) with Dennis L.
Oberkamp Design Services(1)
10.9 Lease Agreement with Eden Roc (6)
10.10 Settlement and Release Agreement with Douglas A. MacLeod(1)
10.11 Form of Indemnification Agreement(1)
10.12 1995 Stock Option Plan and forms of Stock Option Grant Agreements(1)
10.13 Promissory Note with Note Holders re bridge financing(1)
10.14 Employee's Lock-Up Agreement(1)
10.15 Registering Shareholders Lock-Up Agreement(3)
10.16 Employment Agreement with Thomas F. Motter(1)
10.17 Employment Agreement with Robert W. Millar(1)
II-10
<PAGE>
10.18 Employment Agreement with Jack W. Hemmer(1)
10.19 Amendment of Settlement and Release Agreement with Douglas A.
MacLeod(3)
10.20 Design, Engineering and Manufacturing Agreement with Zevex, Inc.(5)
10.21 License and Manufacturing Agreement with O.B.F. Labs, Ltd.(6)
10.22 Settlement Agreement with Estate of H.L. Federman(6)
10.23 Agreement with Win Capital Corp.(6)
10.24 12% Convertible, Redeemable Promissory Note(6)
10.25 Securities Exchange Agreement(6)
10.26 Stock Exchange for Satisfaction of Debt Agreement with Zevex
International, Inc. (7)
10.27 Co-Distribution Agreement with Pharmacia & Upjohn Company and National
Healthcare Manufacturing Corporation (7)
10.28 Agreement for Purchase and Sale of Assets with Humphrey Systems
Division of Carl Zeiss, Inc. (7)
23.1 Consent of Medical Laser Insight(3) 23.2 Consent of Frost &
Sullivan(3)
23.3 Consent of Ophthalmologists Times(3)
23.4 Consent of Mackey Price & Williams(8)
23.5 Consent of Tanner & Co.
- ---------------
(1) Incorporated by reference from Registration Statement on Form SB-2, as
filed on March 19, 1996.
(2) Incorporated by reference from Amendment No. 1 to Registration Statement on
Form SB-2, as filed on May 14, 1996.
(3) Incorporated by reference from Amendment No. 2 to Registration Statement on
Form SB-2, as filed on June 13, 1996.
(4) Incorporated by reference from Amendment No. 3 to Registration Statement on
Form SB-2, as filed on June 28, 1996.
(5) Incorporated by reference from Annual Report on Form 10-KSB, as filed on
December 30, 1996
(6) Incorporated by reference from Annual Report on Form 10-KSB, as filed on
April 16, 1998
(7) Incorporated by reference from report on Form 10-QSB, as filed on August
19, 1998.
(8) Incorporated by reference from Registration Statement on Form SB-2, as
filed on June 15, 1998.
(b) Reports on Form 8-K
On January 7, 1998, the Company filed a report on Form 8-K regarding pro
forma financial statements as of November 30, 1997.
On February 18, 1998, the Company filed a report on Form 8-K regarding pro
forma financial statements as of December 31, 1997.
On February 27, 1998, the Company filed a report on Form 8-K regarding pro
forma financial statements as of January 31, 1998.
On May 29, 1998, the Company filed a report on Form 8-K regarding a change
in the Company's independent accountants.
On June 9, 1998, the Company filed an amended report on Form 8-K regarding
a change in the Company's independent accountants.
Item 28. Undertakings
The undersigned Registrant hereby undertakes (a) subject to the terms and
conditions of Section 15(d) of the Securities Exchange Act of 1934, to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section; (b) to provide the Underwriter at the
closing
II-11
<PAGE>
specified in the Underwriting Agreement certificates in such denominations and
registered in the names as required by the Underwriters to permit prompt
delivery to each purchaser; (c) if any public offering by the Underwriters is to
be made on terms differing from those set forth on the cover page of the
Prospectus, to file a post-effective amendment setting forth the terms of such
offering; and (d) to deregister, by means of a post-effective amendment, any
securities covered by this Registration Statement that remain unsold at the
termination of this offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the 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
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 preceding) 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 policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant also undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of a 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 Rule 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.
(2) For the purposes of determining any liability under the Securities Act,
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 of those securities.
The undersigned Registrant further undertakes that it will file, during any
period in which it offers or sells securities, a post-effective amendment to
this Registration Statement to (i) include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) reflect in the prospectus any facts or
events which, individually or together, represent a fundamental change in the
information in the Registration Statement, and (iii) include any additional or
changed material information on the plan of distribution.
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PARADIGM MEDICAL INDUSTRIES, INC.
Dated: September 14, 1998 By: /s/Thomas F. Motter
---------------------
Thomas F. Motter, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Thomas F. Motter Chairman of the Board, September 14, 1998
- ----------------------------------
Thomas F. Motter President and Chief Executive
Officer (Principal Executive
Officer)
/s/Michael W. Stelzer Vice President of Operations, Chief September 14, 1998
- ----------------------------------
Michael W. Stelzer Operating Officer, Secretary and
Director
/s/Robert W. Millar Vice President of Engineering and September 14, 1998
- ----------------------------------
Robert W. Millar Manufacturing and Director
/s/John W. Hemmer Treasurer, Chief Financial Officer September 14, 1998
- ----------------------------------
John W. Hemmer and Director (Principal Financial
and Accounting Officer)
Director September __, 1998
- ----------------------------------
Patrick M. Kolenik
Director September __, 1998
- ----------------------------------
Robert L. Frome
</TABLE>
SB2-825M.PMI
<PAGE>
As filed with the Securities and Exchange Commission on September 14, 1998
Commission File No. 333-57711
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
EXHIBITS
TO
AMENDMENT NO. 3
TO FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PARADIGM MEDICAL INDUSTRIES, INC.
(Name of small business issuer in its charter)
Delaware 3841 87-0459536
(State of jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization Classification Code Number) Identification
Number)
1127 West 2320 South, Suite A
Salt Lake City, Utah 84119
(801) 977-8970
(Address and telephone number of registrant's principal executive offices and
principal place of business)
Thomas F. Motter, President
1127 West 2320 South, Suite A
Salt Lake City, Utah 84119
(801) 977-8970
(Name, address and telephone number of agent for service)
----------------------
Copies to:
Randall A. Mackey, Esq.
Mackey Price & Williams
170 South Main Street, Suite 900
Salt Lake City, Utah 84101-1655
Telephone: (801) 575-5000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
2.1 Amended Agreement and Plan of Merger between Paradigm Medical
Industries, Inc., a California corporation and Paradigm Medical
Industries, Inc., a Delaware corporation(1)
3.1 Certificate of Incorporation(1)
3.2 Bylaws(1)
4.1 Warrant Agency Agreement with Continental Stock Transfer & Trust
Company(3)
4.2 Specimen Common Stock Certificate (2)
4.3 Specimen Class A Warrant Certificate(2)
4.4 Class A Warrant Agreement(2)
4.5 Underwriter's Warrant with Kenneth Jerome & Co., Inc.(3)
4.6 Warrant to Purchase Common Stock with Note Holders re bridge
financing(1)
4.7 Warrant to Purchase Common Stock with Mackey Price & Williams(1)
4.8 Warrant to Purchase Common Stock with Win Capital Corp.(6)
4.9 Specimen Series C Convertible Preferred Stock Certificate(6)
4.10 Certificate of the Designations, Powers, Preferences and Rights of the
Series C Convertible Preferred Stock(6)
5. Opinion of Mackey Price & Williams(8)
10.1 Exclusive Patent License Agreement with Photomed(1)
10.2 Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
10.3 Confidential Disclosure Agreement with Zevex, Inc.(1)
10.4 Indemnity Agreement with Zevex International, Inc.(1)
10.5 Manufacturing Agreement with Sunrise Technologies, Inc.(1)
10.6 Royalty Agreement dated January 30, 1992, with Dennis L. Oberkamp
Design Services(1)
10.7 Indemnity Agreement dated January 30, 1992, with Dennis L. Oberkamp
Design Services(1)
10.8 Royalty Agreement (for Ultrasonic Phaco Handpiece) with Dennis L.
Oberkamp Design Services(1)
10.9 Lease Agreement with Eden Roc (6)
10.10 Settlement and Release Agreement with Douglas A. MacLeod(1)
10.11 Form of Indemnification Agreement(1)
10.12 1995 Stock Option Plan and forms of Stock Option Grant Agreements(1)
10.13 Promissory Note with Note Holders re bridge financing(1)
10.14 Employee's Lock-Up Agreement(1)
10.15 Registering Shareholders Lock-Up Agreement(3)
10.16 Employment Agreement with Thomas F. Motter(1)
10.17 Employment Agreement with Robert W. Millar(1)
10.18 Employment Agreement with Jack W. Hemmer(1)
10.19 Amendment of Settlement and Release Agreement with Douglas A.
MacLeod(3)
10.20 Design, Engineering and Manufacturing Agreement with Zevex, Inc.(5)
10.21 License and Manufacturing Agreement with O.B.F. Labs, Ltd.(6)
10.22 Settlement Agreement with Estate of H.L. Federman(6)
10.23 Agreement with Win Capital Corp.(6)
10.24 12% Convertible, Redeemable Promissory Note(6)
10.25 Securities Exchange Agreement(6)
10.26 Stock Exchange for Satisfaction of Debt Agreement with Zevex
International, Inc. (7)
10.27 Co-Distribution Agreement with Pharmacia & Upjohn Company and National
Healthcare Manufacturing Corporation (7)
10.28 Agreement for Purchase and Sale of Assets with Humphrey Systems
Division of Carl Zeiss, Inc. (7)
23.1 Consent of Medical Laser Insight(3) 23.2 Consent of Frost &
Sullivan(3)
23.3 Consent of Ophthalmologists Times(3)
23.4 Consent of Mackey Price & Williams(8)
23.5 Consent of Tanner & Co.
- ---------------
(1) Incorporated by reference from Registration Statement on Form SB-2, as
filed on March 19, 1996.
(2) Incorporated by reference from Amendment No. 1 to Registration Statement on
Form SB-2, as filed on May 14, 1996.
(3) Incorporated by reference from Amendment No. 2 to Registration Statement on
Form SB-2, as filed on June 13, 1996.
(4) Incorporated by reference from Amendment No. 3 to Registration Statement on
Form SB-2, as filed on June 28, 1996.
(5) Incorporated by reference from Annual Report on Form 10-KSB, as filed on
December 30, 1996
(6) Incorporated by reference from Annual Report on Form 10-KSB, as filed on
April 16, 1998
(7) Incorporated by reference from report on Form 10-QSB, as filed on August
19, 1998.
(8) Incorporated by reference from Registration Statement on Form SB-2, as
filed on June 15, 1998.
EXHIBIT 23.2
CONSENT OF TANNER + CO
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form SB-2 of our
report dated July 14, 1998, relating to the financial statements of Paradigm
Medical Industries, Inc., and to the reference to our Firm under the caption
"Experts" in the Prospectus.
TANNER + CO.
September 14, 1998
