<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1996
REGISTRATION NO. 333-5035
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TECHNICAL CHEMICALS AND PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
FLORIDA 3341 S.W. 15th Street 65-0308922
(State or other jurisdiction of Pompano Beach, FL 33069 (I.R.S. Employer
incorporation or organization) (954) 979-0400 Identification Number)
(address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
--------------------
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COPY TO:
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<S> <C>
Brian Foremny, Esq. Jack L. Aronowitz
Holland & Knight Technical Chemicals and Products, Inc.
One East Broward Boulevard, Suite 1300 3341 S.W. 15th Street
Fort Lauderdale, FL 33301 Pompano Beach, FL 33069
954-525-1000 954-979-0400
Telecopier No. 305-463-2030 Telecopier No. 305-979-0009
</TABLE>
(Name, address, including zip code, and telephone number, including area code,
of agent for service.)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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 ("Securities Act"), 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. [x] 333-5035
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. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of each class Additional Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit (1) price (1) registration fee (2)
---------- ---------- -------- --------- --------------------
<S> <C> <C> <C> <C>
Common Stock, 32,000 $9.94 $318,080 $111.00
par value Shares
$.001 per share
</TABLE>
(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the amount of the registration fee. The average of the high and low prices
reported on The Nasdaq Stock Market National Market was $9.94 on
August 6, 1996.
(2) The amount of $3,906.00 of the registration fee was previously paid at the
time of the filing of the initial registration statement covering the
registration of 1,001,214 shares. The amount of $111.00 representing the
registration fee for the additional 32,000 shares registered hereby will be
paid at the time of the filing of this post-effective registration statement.
<PAGE> 3
INCORPORATION BY REFERENCE OF REGISTRATION
STATEMENT ON FORM S-3, REGISTRATION STATEMENT NO. 333-5035
Technical Chemicals and Products, Inc., a Florida corporation (the
"Company") has filed this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-3 to register an additional 32,000 shares of its common
stock, par value $.001 per share ("Common Stock"), pursuant to Rule 462(c)
under the Securities Act of 1933, as amended. The Company had previously
registered 1,001,214 shares of its Common Stock pursuant to its Registration
Statement on Form S-3 filed June 3, 1996 and its Amendment No. 1 to its
Registration Statement on Form S-3 filed June 20, 1996 (Registration Statement
No. 333-5035). The Company hereby incorporates by reference into this
Post-Effective Amendment No. 1 to its Registration Statement on Form S-3 in its
entirety its Registration Statement on Form S-3 (Registration Number 333-5035)
declared effective on July 20, 1996 by the Securities and Exchange Commission.
<PAGE> 4
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
Post-Effective Amendment No. 1 to its Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pompano Beach, Florida on August 8, 1996.
TECHNICAL CHEMICALS AND PRODUCTS, INC.
(Registrant)
By: /s/ JACK L. ARONOWITZ
-----------------------------------
Jack L. Aronowitz, President, Chief
Executive Officer and Chairman
of the Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to its Registration Statement on
Form S-3 has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JACK L. ARONOWITZ President, Chief Executive August 8, 1996
----------------------------------------- Officer and Chairman of the
Jack L. Aronowitz Board (Principal Executive
Officer, Principal Financial
Officer and Principal
Accounting Officer)
/s/ MARTIN GURKIN Senior Vice President, Chief August 8, 1996
----------------------------------------- Operating Officer and
Martin Gurkin Director
/s/ CLEVE W. LAIRD Executive Vice President and August 8, 1996
----------------------------------------- Director
Cleve W. Laird
/s/ ELIAS AMADOR Director August 8, 1996
-----------------------------------------
Elias Amador
/s/ KATHRYN R. HARRIGAN Director August 8, 1996
-----------------------------------------
Kathryn R. Harrigan
</TABLE>
II-1
<PAGE> 5
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
------ ------------------- ----
<S> <C>
5.1 Opinion of Holland & Knight
23.1 Consent of Ernst & Young LLP (Financial Statements of Technical
Chemicals and Products, Inc.)
23.2 Consent of Ernst & Young (Financial Statements of Pharma Patch Public
Limited Company)
</TABLE>
II-2
<PAGE> 1
Exhibit 5.1
HOLLAND & KNIGHT
One East Broward Boulevard
Suite 1300
Ft. Lauderdale, FL 33301-4811
(954) 525-1000
August 8, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Technical Chemicals and Products, Inc.
Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 File Number 333-5035
Ladies and Gentlemen:
We have acted as counsel to Technical Chemicals and Products, Inc., a
Florida corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of its Post-
Effective Amendment No. 1 to Registration Statement on Form S-3, file number
333-5035, as amended (the "Abbreviated Registration Statement") filed pursuant
to Rule 462 under the Securities Act of 1933, as amended. The Abbreviated
Registration Statement relates to the Company's registration of an aggregate of
32,000 additional shares of the Company's common stock, par value $.001 per
share, all of which are issued and outstanding (the "Additional Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations of the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant to appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations
made to us by officers and directors of the Company, we are of the opinion that
the Additional Shares have been duly and validly authorized and are validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
State of Florida and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
<PAGE> 2
Securities and Exchange Commission
August 8, 1996
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters and Experts" in the prospectus which is part of the Abbreviated
Registration Statement.
Very truly yours,
HOLLAND & KNIGHT
/s/ Holland & Knight
<PAGE> 1
Consent of Independent Certified Public Accountants
We consent to the reference to our firm under the caption "Experts" in the Post
Effective Amendment No. 1 Registration Statement (Form S-3 No. 333-5035) and
related Prospectus of Technical Chemicals and Products, Inc. for the
registration of an additional 32,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 9, 1996, with
respect to the consolidated financial statements of Technical Chemicals and
Products, Inc. included with its Annual Report (Form 10-KSB) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
West Palm Beach, Florida
August 7, 1996
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 Registration Statement on Form S-3 pertaining to the registration of an
additional 32,000 Common Shares of Technical Chemicals and Products, Inc. of
our report dated May 25, 1995 with respect to the consolidated financial
statements of Pharma Patch Plc as at February 28, 1995 and 1994 and for the
years ended February 28, 1995, 1994 and 1993 included in Technical Chemicals
and Products, Inc. Annual Report (Form 10-KSB) with respect to its fiscal year
ended December 31, 1995 filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Chartered Accountants
Dublin, Ireland
August 7, 1996
