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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997
REGISTRATION NO. 333-19625
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEL-LEB MARKETING, INC.
(Exact name of Registrant as specified in its charter)
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NEW YORK 11-3180295
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
495 RIVER STREET, PATERSON, NEW JERSEY 07542
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full title of the plans)
JAN S. MIRSKY
SEL-LEB MARKETING, INC.
495 RIVER STREET
PATERSON, NEW JERSEY 07542
(Name and address of agent for service)
(201) 225-9880
(Telephone number, including area code, of agent for service)
COPY TO:
James Martin Kaplan, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
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<TABLE>
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per
share 500,000 shares $1.375 $687,500 $208.33
</TABLE>
- ----------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares which may be issued as a result of anti-dilution provisions
contained in the 1995 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) of the
Act, based on the average of the high and low prices of the Common Stock on
June 12, 1997.
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EXPLANATORY NOTE:
This Amendment No. 1 to the Registrant's Registration Statement on Form S-8
(Registration No. 333-19625) is being filed to increase the number of shares of
Common Stock, par value $.01 per share, registered in connection with the
Registrant's 1995 Stock Option Plan from 1,350,000 shares to 1,850,000 shares.
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-19625) are hereby incorporated by reference.
1
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Bergen, New Jersey, on this 18th day of June,
1997.
SEL-LEB MARKETING, INC.
By: /s/ Harold Markowitz
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Harold Markowitz
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Harold Markowitz
- -------------------- Chairman of the Board and Director June 18, 1997
Harold Markowitz
*
- -------------------- President, Chief Executive Officer June 18, 1997
Paul Sharp and Director (Principal Executive
Officer)
/s/ Jan S. Mirsky
- -------------------- Executive Vice President - Finance, June 18, 1997
Jan S. Mirsky Chief Operating Officer and Director
(Principal Financial and Accounting
Officer)
*
- -------------------- Vice Chairman and Director June 18, 1997
Jack Koegel
*
- --------------------- Executive Vice President, Secretary June 18, 1997
Jorge Lazaro and Director
*
- --------------------- Director June 18, 1997
Stanley R. Goodman
*
- --------------------- Director June 18, 1997
Edward C. Ross
*
- --------------------- Director June 18, 1997
Douglas L. Bailey
/s/ Carl A. Bellini
- --------------------- Director June 18, 1997
Carl A. Bellini
*By: /s/ Harold Markowitz
----------------------
Harold Markowitz
ATTORNEY-IN-FACT
2
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 1995 Stock Option Plan of the Registrant (incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly
Report on Form 10-QSB for the period ended June 30, 1995).
4.2 Form of Stock Option Agreements under the 1995 Stock Option
Plan (incorporated by reference to Exhibit 4.3 to the
Registrant's Registration Statement on Form S-8
(Registration No. 333-19625)).
4.3 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995).
4.4 Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-QSB for the period ended June 30, 1995).
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.
23.1 Consent of Goldstein Golub Kessler & Company, P.C., filed
herewith.
23.2 Consent of counsel, contained in the opinion filed as
Exhibit 5.1 hereto.
24.1 Power of Attorney of Carl A. Bellini.
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EXHIBIT 5.1
[ZIMET, HAINES, FRIEDMAN & KAPLAN LETTERHEAD]
June 18, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
Re: SEL-LEB MARKETING, INC.
Gentlemen:
We have acted as counsel to Sel-Leb Marketing, Inc., a New York corporation
(the "Company"), in connection with the preparation and filing of a
post-effective amendment to the Company's Registration Statement on Form S-8
(Registration No. 333-19625) (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations thereunder, of 500,000 additional shares (the "Option
Shares") of Common Stock, par value $.01 per share ("Common Stock"), of the
Company reserved for issuance pursuant to options (the "Options") available for
future grant under the Company's 1995 Stock Option Plan, as amended (the "Stock
Option Plan"). On January 10, 1997, the Company filed the Registration
Statement with the Securities and Exchange Commission in order to, among other
things, register under the Act 1,350,000 shares of Common Stock reserved for
issuance upon exercise of Options granted or available for grant under the Stock
Option Plan. On May 29, 1997, the shareholders of the Company approved and
adopted an amendment to the Stock Option Plan which, among other things,
increased by 500,000 shares of Common Stock the number of shares available for
issuance under the Stock Option Plan.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation of the Company,
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-2-
the By-Laws of the Company, each as amended to date, the minutes and other
records of the proceedings of the Board of Directors and of the stockholders of
the Company, the Stock Option Plan and such other documents, corporate and
public records, agreements, and certificates of officers of the Company and of
public and other officials, and we have considered such questions of law, as we
have deemed necessary as a basis for the opinions hereinafter expressed. In
such examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies. As to any facts material to this opinion, we have relied upon
statements and representations of officers and other representatives of the
Company.
Based on and subject to the foregoing, we hereby advise you that, in our
opinion, (i) the issuance and sale of the Option Shares, in each case upon
exercise of Options in accordance with the terms and subject to the conditions
set forth in the agreements pursuant to which the Options will be granted (the
"Option Agreements"), have been duly authorized and (ii) when the consideration
for any such Option Shares shall have been received by the Company and shares
are issued pursuant to such Options in accordance with the terms and subject to
the conditions set forth in the respective Option Agreements, such shares of
Common Stock will be validly issued, fully paid and nonassessable.
We are lawyers admitted to practice only in the State of New York.
Accordingly, the foregoing opinion is limited solely to the effect of the laws
of the State of New York and of the federal laws of the United States of
America.
We hereby consent to the reference to our firm in the Company's
Registration Statement on Form S-8.
Very truly yours,
/s/ Zimet, Haines, Friedman & Kaplan
ZIMET, HAINES, FRIEDMAN & KAPLAN
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INDEPENDENT AUDITOR'S CONSENT
To the Board Of Directors
Sel-Leb Marketing, Inc.
We hereby consent to the incorporation by reference in the accompanying
Prospectus constituting part of the Registration Statement on Form S-8 of our
report dated March 23, 1997, on the financial statements of Sel-Leb
Marketing, Inc. as of December 31, 1996 and for each of the two years in the
period ended December 31, 1996 included in the Sel-Leb Marketing, Inc. Annual
Report on Form 10-KSB for the year ended December 31, 1996.
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
June 18, 1997
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints each of Harold Markowitz and Jan S. Mirsky, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to the Registration Statement on Form S-8 of Sel-Leb Marketing, Inc.
(Registration No. 333-19625), and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 18th day of June, 1997.
/s/ Carl A. Bellini
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Carl A. Bellini
