<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-19625
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 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)
(973) 225-9880
(Telephone number, including area code, of agent for service)
Copy to:
James Martin Kaplan, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5434
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<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed maximum
offering Proposed maximum Amount of
Title of securities 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 250,000 shares $4.729708 $1,182,427 $328.72
share
====================================================================================================================================
</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 as follows: (i) in the case of 160,850 shares underlying awards that
remained available for grant under the Plan on the date of filing of this
Registration Statement, based on the average of the high and low prices of
the Common Stock reported on the Nasdaq SmallCap Market on June 28, 1999,
which was $5.03125, and (ii) in the case of 89,150 shares underlying
awards outstanding under the Plan on the date of filing of this
Registration Statement, based on the aggregate exercise price of $373,150,
the aggregate price at which the awards may be exercised, which averages
$4.18564 per share.
<PAGE>
Explanatory Note:
This Amendment No. 2 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 231,250 shares (as adjusted to
give effect to the one-for-eight reverse stock split effected by the Registrant
on June 19, 1998) to 481,250 shares.
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333- 19625) are hereby incorporated by reference; provided,
however, that the sections of such Registration Statement captioned "Experts"
and "Legal Matters" are hereby amended to read in their entirety as follows:
EXPERTS
The financial statements incorporated in this Prospectus by
reference from Sel-Leb's Annual Report on Form 10-KSB for the year
ended December 31, 1998 have been audited by J. H. Cohn LLP,
independent public accountants, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares has been passed upon by Tenzer
Greenblatt LLP, 405 Lexington Avenue, New York, New York 10174.
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 30th day of June, 1999.
SEL-LEB MARKETING, INC.
By: /s/ Harold Markowitz
---------------------
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.
<TABLE>
<S> <C> <C>
/s/ Harold Markowitz Chairman of the Board and Director June 30, 1999
- -------------------------
Harold Markowitz
/s/ Paul Sharp President, Chief Executive Officer and June 30, 1999
- ------------------------- Director (Principal Executive Officer)
Paul Sharp
/s/ Jan S. Mirsky Executive Vice President - Finance and June 30, 1999
- ------------------------- Director (Principal Financial and
Jan S. Mirsky Accounting Officer)
/s/ Jack Koegel Vice Chairman, Chief Operating Officer June 30, 1999
- ------------------------- and Director
Jack Koegel
/s/ Jorge Lazaro Executive Vice President, Secretary and June 30, 1999
- ------------------------- Director
Jorge Lazaro
* Director June 30, 1999
- -------------------------
Stanley R. Goodman
* Director June 30, 1999
- -------------------------
Edward C. Ross
* Director June 30, 1999
- -------------------------
Douglas L. Bailey
*By: /s/ Jan S. Mirsky
-----------------
Jan S. Mirsky
Attorney-in-Fact
</TABLE>
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 Tenzer Greenblatt LLP, filed herewith.
23.1 Consent of J.H. Cohn LLP, filed herewith.
23.2 Consent of counsel, contained in the opinion filed as Exhibit 5.1
hereto.
3
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF TENZER GREENBLATT LLP]
July 2, 1999
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
Post-Effective Amendment No. 2 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 250,000 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"). At the Company's annual meeting of shareholders held on May 27,
1999, the shareholders of the Company approved and adopted an amendment to the
Stock Option Plan which, among other things, increased by 250,000 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, 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.
<PAGE>
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/ Tenzer Greenblatt LLP
-------------------------
TENZER GREENBLATT LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Sel-Leb Marketing, Inc.
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to the Registration Statement (No. 333-19625) on Form S-8 of
our report dated March 25, 1999 related to the financial statements of Sel-Leb
Marketing, Inc. as of December 31, 1998 and for the years ended December 31,
1998 and 1997, which report appears in the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998 previously filed by Sel-Leb Marketing, Inc.
We also consent to the reference to our firm under the caption "Experts" in the
Prospectus of this Registration Statement.
/s/ J.H. Cohn LLP
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J. H. COHN LLP
Roseland, New Jersey
June 28, 1999
