<PAGE> 1
Rule 424(b)(3)
File No. 333-5035
TECHNICAL CHEMICALS AND PRODUCTS INC.
Supplement No. 1 Dated August 9, 1996
to Prospectus dated June 20, 1996
In June 1996, the Company acquired from Health-Med, Inc., a New Jersey
corporation ("Seller") 200,000 units in Health-Mark Diagnostics, Inc., a
Delaware limited liability company and majority-owned subsidiary of the Company
in exchange for (i) approximately $71,600.00 in cash and (ii) delivery of
15,000 shares of Common Stock to John G. Geppert ("Geppert"), an affiliate of
Seller. The Company also agreed to register such shares for resale by Geppert.
As a result of such acquisition, Health-Mark, Inc. became a wholly-owned
subsidiary of the Company.
The Company has also agreed to register for resale the 17,000 shares of
Common Stock held by CLR Associates, Inc. ("CLR") previously acquired by CLR.
On August 9, 1996 the Company's registration statement covering such
shares became effective. As a result, the Prospectus as hereby supplemented,
covers of 1,033,214 shares of Common Stock. As a result of these transactions,
the information regarding the Selling Shareholders in the Prospectus is hereby
supplemented as follows:
The "Selling Shareholders" section of the Prospectus is hereby amended
and restated as follows:
SELLING SHAREHOLDERS
The following sets forth the aggregate number of shares of Common Stock
beneficially owned by each Selling Shareholder as of July 9, 1996 and the
aggregate number of shares of Common Stock registered hereby that each Selling
Shareholder may offer and sell pursuant to this Prospectus. Of the 1,033,214
Shares offered hereby, 713,214 shares of Common Stock were issued and
outstanding as of the July 9, 1996, and an aggregate of 320,000 shares of
Common Stock have been reserved for issuance by the Company to certain of the
Selling Shareholders upon the exercise of outstanding warrants. Because the
Selling Shareholders may sell all or a portion of the Shares at any time and
from time to time after the date hereof, no estimate can be made of the number
of shares of Common Stock that each Selling Shareholder may retain upon the
completion of the Offering. To the knowledge of the Company, none of the
Selling Shareholders has any material relationship with the Company except as
set forth in the footnotes to the following table and more fully described in
this Prospectus (including the information incorporated by reference in this
Prospectus).
<TABLE>
<CAPTION>
Shares Beneficially Shares to be Offered
Owned Prior to for the Selling
Selling Shareholder the Offering Shareholder's Account
- ------------------- --------------------- -----------------------
<S> <C> <C>
Pharma Patch Public Limited Company(1) 476,214(2) 476,214(2)
Vista Technologies, Inc.(3) 200,000 200,000
Ira Weingarten(4) 90,000 90,000
Sunshine State Messenger Service, Inc.(5) 15,000 15,000
Seaboard Securities, Inc.(6) 29,090(7) 29,090(7)
Robert Neff(8) 3,788(7) 3,788(7)
Howard Schwartz 5,682(7) 5,682(7)
Steven Finkelstein 5,682(7) 5,682(7)
Fred Luthy(8) 3,788(7) 3,788(7)
Joseph Guccione(8) 3,788(7) 3,788(7)
Julius Goldfinger(9)(10) 10,000(7) 10,000(7)
Victor Minton(9)(10) 10,000(7) 10,000(7)
Robert Lawless(9) 3,364(7) 3,364(7)
Daniel Dymond(9) 3,364(7) 3,364(7)
Stanley Goldaber(9)(10) 24,026(7) 24,026(7)
Shirley Blank(9) 24,026(7) 24,026(7)
Richard Belz(9)(11) 25,528(7) 25,528(7)
Thomas Laundrie(9)(11) 25,528(7) 25,528(7)
Gary Purcell(9)(11) 25,528(7) 25,528(7)
EMH Enterprises(9)(10) 16,818(7) 16,818(7)
John G. Geppert (12) 15,000 15,000
CLR Associates, Inc. 17,000 17,000
</TABLE>
- -------------------
(1) Murray D. Watson, an executive officer of Pharma Patch Public
Limited Company, served as a director of the Corporation from January
1996 to May 1996. Mr. Watson does not beneficially own any shares of
Common Stock.
(2) Includes 100,000 shares that may be issued upon exercise of a presently
exercisable warrant.
(3) Murray D. Watson is a director of Vista Technologies, Inc.
(4) Ira Weingarten is the owner of Equity Communications, a public relations
firm which promotes the Company's business.
(5) Sunshine State Messenger Service, Inc. leases to the Company office space
in a building in Ft. Lauderdale, Florida.
(6) Member of the underwriting syndicate for the Company's initial public
offering.
(7) Represents the presently exercisable right to purchase such number of
shares upon exercise of a warrant.
(8) Affiliated with Greenway Capital Corporation, a member of the
underwriting syndicate for the Company's initial public offering.
(9) Assignee of underwriting warrants originally issued to Redstone
Securities, Inc. ("Redstone"), a member of the underwriting syndicate
for the Company's initial public offering.
(10) Serves or served as a registered representative and/or corporate officer
of Redstone.
(11) A principal, officer and/or director of Redstone.
(12) Acquired in connection with the Company's acquisition in June 1996 from
Health-Med, Inc., an affiliate of John G. Geppert, of a twenty percent
(20%) interest in Health-Mark Diagnostics, L.L.C., a Delaware limited
liability company ("Health-Mark"), the Company's then majority-owned
subsidiary in exchange for $71,585 in cash and 15,000 shares of Common
Stock. As a result of such acquisition, Health-Mark became a wholly-
owned subsidiary of the Company.
