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Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Material Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4453386
_______________________________ __________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
East Tower, Suite 705
11835 West Olympic Boulevard
Los Angeles, CA 90064
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(Address of Principal Executive Offices)
Material Technology, Inc., 1996 Stock Option Plan
(Full title of the plan)
Robert M. Bernstein, President
Material Technology, Inc.
East Tower, Suite 705
11835 West Olympic Boulevard
Los Angeles, CA 90064
(Name and address of agent for service)
(310) 208-5589
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered (1) offering price aggregate registration
registered per share (2) offering price fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to 100,000 0 0 0
Purchase Options
Material
Technology, Inc.
Common Stock
- ------------------------------------------------------------------------------------------
Material 100,000 Shares $1.50 $150,000 $45.46
Technology, Inc.
Common Stock
- ------------------------------------------------------------------------------------------
Total $45.46
- ------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, under Rule 416(a) of the Securities Act of 1933, as amended,
this Registration statement also covers any additional securities issued in
connection with a stock split or stock dividend on the registered securities.
(2) Estimated for the sole purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
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MATERIAL TECHNOLOGY, INC.
MATERIAL TEHNOLOGY, INC. 1996 STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of Matech's previously filed Form S-8 Registration Statement and
all documents subsequently filed by Material Technology, Inc. (the "Company"),
with the Securities and Exchange Commission (the "Commission"), pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") are incorporated by reference into this
registration statement,.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the registration
statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this registration statement except as so modified or replaced.
ITEM 4. DESCRIPTION OF SECURITIES.
Options to Purchase 120,000 Shares of the Company's Common Stock and the Shares
to be issued upon exercise of such options granted under the Company's 1996
Stock Option Plan.
1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on the 19th day of
December, 1996.
MATERIAL TECHNOLOGY, INC.
By: Robert M. Bernstein
Robert M. Bernstein, President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature: Robert M. Bernstein
Name and Title: Robert M. Bernstein,
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer
Date: December 19, 1996
Signature: Joel Freedman
Name and Title: Joel Freedman
Director and Secretary
Date: December 19, 1996
2
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
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Exhibit No. Description Page No.
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<S> <C> <C>
5 Opinion of Counsel 4
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23(a) Consent of Counsel 5
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</TABLE>
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Exhibit 5
[C. TIMOTHY SMOOT LETTERHEAD]
CONSENT OF COUNSEL
Material Technology, Inc.
East Tower, Suite 705
11835 W. Olympic Blvd.
Los Angeles, CA 90064
C. Timothy Smoot, Esq., hereby consents (1) to the use of his opinion
dated December 18, 1996, relating to the sale of 120,000 Common Shares of
Material Technology, Inc., a Delaware corporation, in accordance with the
Corporation's 1996 Stock Option Plan and to the reference to the Law Office of
C. Timothy Smoot under "Experts" in the Registration Statement on Form S-8 and
Amendments thereto relating to registering such shares under the Securities Act
of 1933.
Torrance, California Signed: C. Timothy Smoot
-------------------------
December 18, 1996 C. Timothy Smoot, Attorney
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Exhibit 23.A
[C. TIMOTHY SMOOT LETTERHEAD]
December 19, 1996
Board of Directors
Material Technology, Inc.
11835 West Olympic Boulevard
East Tower, Suite 705
West Los Angeles, CA 90064
Re: Registration Statement on Form S-8
Dear Sir or Madam:
I am acting counsel to Material Technology, Inc., a Delaware corporation,
(the "Corporation"), in connection with preparing and filing a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), registering under the Securities Act of
1933, as amended (the "Act"), 120,000 shares (the "Shares") of the Corporation's
Common Stock, $.001 par value, issuable upon the exercise of options (the
"Options") granted or to be granted under the Corporation's 1996 Stock Option
Plan (the "Plan").
For purposes of this opinion I have examined the Corporation's
Registration Statement, the Certificate of Incorporation, as amended, and the
by-laws, and such documents, records, agreements, proceedings, and legal matters
as I deemed necessary to examine. With respect to any documents or other
corporate records which I examined, I assumed the genuineness of all signatures
on, and the authenticity of, all documents submitted as originals, and the
conformity to the original documents submitted as photostatic copies.
Based upon my examination and subject to the qualifications stated herein,
I am of the opinion that:
1. The Corporation is duly organized, validly existing, and in good
standing under the laws of the State of Delaware.
2. The Shares included in the Registration Statement to be issued upon the
exercise of the Options will be duly authorized and validly issued, and fully
paid and non-assessable when the Options shall have been properly exercised and
the exercise price shall have been paid for the Shares in accordance with the
terms of the Plan.
I am a member of the California Bar and do not hold myself out as an
expert concerning, or qualified to render opinions with respect to any laws
other than the California law, the Federal laws of the United States, and
Delaware General Corporation Law.
Sincerely,
Signed: C. Timothy Smoot
C. Timothy Smoot
Attorney
