PROSPECTUS
209,000 SHARES
THE MED-DESIGN CORPORATION
COMMON STOCK
The selling stockholders are offering for sale 209,000 shares of our common
stock under this prospectus. We will receive no proceeds from the sale of these
shares.
The selling stockholders may sell the shares through public or private
transactions, on or off the Nasdaq SmallCap Market, at prevailing market prices
or at privately negotiated prices. See "Plan of Distribution" on page 11.
The Common Stock is listed on the Nasdaq SmallCap Market under the symbol
"MEDC." On November 17, 1999, the last reported sale price of the common stock
on the Nasdaq SmallCap Market was $7.50 per share.
See "Risk Factors" beginning on page 4 for a discussion of some issues to
consider before purchasing our common stock.
--------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful of complete. Any representation to the contrary is a
criminal offense.
--------------------------
The date of this Prospectus is November 18, 1999.
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TABLE OF CONTENTS
Page
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The Company..................................................................2
Disclosure Regarding Forward-Looking Statements..............................3
Incorporation of Certain Documents by Reference..............................3
Risk Factors.................................................................4
Use of Proceeds.............................................................10
Selling Stockholders........................................................10
Plan of Distribution........................................................11
Legal Opinion...............................................................11
Experts.....................................................................12
Where You Can Find More Information.........................................12
THE COMPANY
We are focused on designing and developing safety medical needle devices
intended to reduce the incidence of accidental needle sticks to patients and
health care workers. We believe that superior devices are necessary to help
eliminate these occurrences.
We have designed and developed 24 safety needle products all utilizing
similar patented proprietary technology to reduce or eliminate the possibility
of an accidental needle stick. Our products, which are similar in appearance and
size to the standard devices in use, incorporate our novel proprietary needle
retraction technology that enables a health care professional with no
substantial change in operating technique to permanently retract the needle into
the body of the device that can then be safely discarded.
While we may commercially manufacture our own products in the future, we
initially plan to license and sell our technology to strategic partners. On
December 11, 1998, we signed a Multi-Product Licensing Agreement, an Option
Licensing Agreement and an Equity Agreement with Becton, Dickinson and Company
("Becton Dickinson"), a New Jersey based global medical technology company. We
granted Becton Dickinson the exclusive worldwide rights to manufacture and sell
certain of our products and a one year option, with terms and conditions to be
negotiated, to license several additional products. Under the terms of the
agreements, we received an initial, non-refundable payment of $4.5 million, an
equity investment of $1.5 million and continuing royalty payments for the life
of the patents payable on Becton Dickinson's net sales of licensed products.
We believe there is a growing legislative initiative in many states and the
federal government to mandate a conversion to safety needle devices. To date,
four states (California, Texas, Maryland and Tennessee) have passed legislation
to mandate or explore the compulsory need for safety needle products. A federal
act to accomplish the same purpose has been introduced in both the House and
Senate. The Occupational Safety and Health Administration has issued a new
compliance directive to enforce the use of available and effective safety
engineered needles in virtually every healthcare workplace in the United States.
We believe that the attention of legislative bodies to the pressing need for the
adoption of safety medical devices will cause increased attention on our
products. We believe that we are in a unique position to capitalize upon this
increased attention because the portfolio of safety products that we have
developed or are developing covers a broad spectrum of medical use.
Our principal executive offices are located at 2810 Bunsen Avenue, Ventura,
California 93003, and our telephone number is (805) 339-0375.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains, or has incorporated by
reference, forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements typically are identified by use of
terms such as "may," "will," "expect," "anticipate," "estimate" and similar
words, although some forward- looking statements are expressed differently. You
should be aware that our actual results could differ materially from those
contained in the forward-looking statements due to a number of factors,
including changes in technology and customer demand for our product and
increases in competition. You should also consider carefully the statements
under "Risk Factors" which address additional factors that could cause our
actual results to differ from those set forth in the forward-looking statements.
Given these uncertainties, current or prospective investors are cautioned not to
place undue reliance on any such forward-looking statements. We disclaim any
obligation or intent to update any such factors or forward-looking statement to
reflect future events or developments.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We refer you to the following documents which we filed with the SEC and
incorporate by reference into this prospectus:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998.
(b) Our Quarterly Reports on Form 10-QSB for the quarterly periods
ended March 31, 1999, June 30, 1999 and September 30, 1999.
(c) Our Current Report on Form 8-K/A dated January 8, 1999.
(d) The description of our common stock, set forth in our registration
statement on Form 8-A filed on June 1, 1995, including any amendment or
report filed for the purpose of updating this description.
We also incorporate by reference all reports and documents filed by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
while this registration statement is effective. Any statement contained or
incorporated is superseded by any subsequently filed document that constitutes a
part of this prospectus.
Upon request, we will provide to you a copy of any or all documents which
were incorporated into this prospectus by reference. You should direct written
or oral requests for copies to Lawrence D. Ellis, Chief Financial Officer, The
Med-Design Corporation, 2810 Bunsen Avenue, Ventura, CA 93003 (telephone number-
805 339-0375).
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RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in the shares of our common stock.
We are an early stage company
Since inception, we have been principally engaged in developmental and
organizational activities. To date, we have not generated significant revenues
from operations. We do not anticipate any significant revenues from the
commercialization of our products during the next twelve months. Substantially
all of our revenues have resulted from payments received under our strategic
alliance with Becton Dickinson. We may not be able to receive royalty revenues
in the future from Becton Dickinson and may not be successful in entering into
other strategic alliances or arrangements that would result in significant
revenues. In addition, commercial marketing of our products may prove to be
contingent upon our ability, and the ability of our partners, to obtain various
government approvals, including clearances from the U.S. Food and Drug
Administration. The approval procedure will be extremely time consuming,
expensive and uncertain. If we do not generate sufficient revenues, our
business, financial condition and operating results will be materially adversely
affected.
We are an early stage company and our business is subject to all of the
risks inherent in the establishment of a new business enterprise. Our likelihood
of success must be considered in light of the problems, expenses, complications
and delays frequently encountered in connection with the formation of a new
business, the development of new products, the competitive and regulatory
environment in which we may be operating, and the possibility that our
activities will not result in the commercialization of our products. We may not
be able to develop saleable or useful products.
We are dependent upon our strategic alliance with Becton Dickinson
In connection with our strategic alliance, Becton Dickinson must provide us
with certain royalty payments based on its sales of our products. Substantially
all of our revenues have been derived from our strategic alliance with Becton
Dickinson and we anticipate that payments from Becton Dickinson will constitute
all or a substantial portion of our revenues for the next twelve months. Becton
Dickinson has the right to terminate the underlying license agreement upon 60
days' notice and in such event would be subject to no further funding
obligations to us. The success of our strategic alliance will depend on Becton
Dickinson's own competitive, marketing and strategic considerations, including
the relative advantages of alternative products being developed or marketed by
competitors. The amount and timing of resources Becton Dickinson commits to
these activities are entirely within Becton Dickinson's control. Becton
Dickinson is not obligated to pursue the development and commercialization of
the products it licenses from us. This strategic alliance may not result in the
successful commercialization of the our products and may not generate any future
royalty payments. If our strategic alliance with Becton Dickinson were
terminated or is unsuccessful in developing or commercializing the products
licensed by Becton Dickinson, our business, financial condition and operating
results will be materially adversely affected.
We anticipate we will incur continued losses for the foreseeable future
We have incurred significant losses since inception. As of September 30,
1999 our accumulated deficit was $20,848,600. Unless and until we are successful
in developing and marketing our products and begin to receive significant
revenue from the transfer of technology and the granting of licenses, none of
which is expected to occur, if at all, before the fourth quarter of year 2000,
we will continue to incur losses.
Our operations may require additional funds
We have incurred negative cash flows from operations since our inception
and will continue to spend
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substantial funds on research and development programs. We believe that our
existing capital resources will be adequate to fund our capital requirements
through September 30, 2000. We have a revolving line of credit totaling
$3,000,000 with our principal bank. Our advances for capital equipment financing
under this facility cannot exceed $600,000, and all of our borrowings must be
fully collateralized by available-for-sale securities, cash, cash equivalents,
equipment financed, and general intangibles. This facility expires on June 30,
2000 and there is no assurance that we will be successful in negotiating a
additional financing on terms favorable to us.
We may need to raise additional funds through public or private financing
in order to carry out our planned operations. We believe that we will require
additional capital before we can become profitable, if at all. If we are unable
to obtain additional financing on terms favorable to us, we may be required to
reduce substantially, or eliminate, our product development activities or
otherwise modify our business strategy. Our capital requirements will depend on
the progress of our research and development programs, our regulatory
submissions and approvals, our pilot manufacturing capability and the costs
associated with protecting our patents and other proprietary rights.
We may not be able to protect our proprietary rights and we may infringe the
proprietary rights of others
Proprietary rights are important to our success and our competitive
position. We attempt to protect our intellectual property and maintain the
proprietary nature of our technology by, among other things, filing patent
applications for technology that we consider important to the development of our
business and require certain employees and key consultants to sign
non-disclosure and non-compete agreements.
We currently own 9 issued U.S. patents and have 15 pending U.S. patent
applications, as well as many pending international patent applications.
We also have a trademark registration for the mark "SAFE STEP" and have
filed a trademark for the mark "THE MED-DESIGN CORPORATION" in the U.S. patent
and trademark office.
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However, our actions may be inadequate to protect any trademarks and other
proprietary rights or to prevent others from claiming that our actions violate
their trademarks and other proprietary rights. Such claims, with or without
merit, could be costly and time-consuming.
We are dependent on a single technology
All of the products we have designed and developed to date, and several of
the products we intend to design and develop, are based upon our proprietary
retraction technology. While we intend to develop additional products that are
not based upon the proprietary retraction technology, our current narrow focus
on a particular technology makes us vulnerable to the development of superior
competing products and changes in technology which could eliminate the need for
our products. Our business, financial condition and operating results would
suffer if a superior competing product were developed, or if there were a
reduced need for our products. We may not be able to successfully develop
additional products or applications.
Our products may not achieve market acceptance
The use of safety needles is relatively new. Although the market for
syringes, phlebotomy sets and intravenous catheters is large, actual sales of
our products, if and when they are produced, may be much less than the market's
potential. Sales of our products will depend mostly upon our ability to
demonstrate the operational and safety advantages of our products compared to
standard syringes, phlebotomy sets and intravenous catheters and our
competitors' safety medical devices. We may be unable to sell our products due
to the higher cost of safety medical devices relative to standard medical
device. There may never be a significant demand for our products.
We have no manufacturing experience and limited manufacturing facilities
We have not manufactured any products on a commercial basis. Certain
members of our management have had experience in the design and manufacturing of
other products, including medical devices, but our managers may not be
successful in designing and manufacturing our products. To be successful, we
must manufacture or contract with third parties to manufacture our products in
sufficient quantities, with quality control standards and at a reasonable cost.
We have leased approximately 26,000 square feet of space in Ventura,
California which contains, among other things, a semi-automated assembly system
to pilot manufacture our products. To the extent we cannot or do not manufacture
sufficient quantities of our products to satisfy the demand, if any, we will be
required to contract with third parties to manufacture such products. [We are
currently in negotiations with third parties to provide the manufacturing of
certain of our licensed products, but have not yet entered into any agreements
for the manufacture of our products]. We may not be able to enter into any such
agreements on acceptable terms. Delays in engaging third parties to manufacture
our products could have a material adverse effect on our manufacturing plans and
timetable. In addition, third party manufacturers may not meet our requirements
for quality, quantity and timeliness, or comply with requirements imposed by the
FDA or other governmental agencies, and we not be able to find substitute
manufacturers, if necessary.
We have a limited marketing staff
We have no staff dedicated solely to marketing. If our commercial products
are developed, we will need to employ a sales force or retain marketing and
distribution services from other parties. We may not be able to hire and retain
qualified individuals. If we seek marketing and distribution services from third
parties, we may not be able to enter into agreements on acceptable terms.
We have a limited number of employees
The number of employees that we may need to hire will vary according to the
progress made in the development of our pilot manufacturing plant and the extent
to which we undertake the development, manufacture, marketing and distribution
of our products. If the need arises, we may not have the resources or ability to
engage qualified employees or outside independent consultants.
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We are dependent on key personnel
Our success depends upon the skills, experience and efforts of our
executive officers and certain marketing and technical people. We are
particularly dependent upon the services of James M. Donegan, our Chief
Executive Officer, Michael J. Botich, our Senior Vice President, Research and
Development and Thor R. Halseth, our Senior Vice President, Design. If Mr.
Donegan, Mr. Botich or Mr. Halseth, or any of our other key personnel, do not
continue in their present capacities, our operations could me materially
adversely effected.
We are subject to product liability claims
The manufacture and sale of our medical devices entails an inherent risk of
liability in the event of product failure or claim of harm caused by product
operation. Although we currently maintains product liability insurance coverage
($5,000,000 per occurrence and in the aggregate), such coverage may not remain
available at a reasonable cost and in amounts sufficient to protect us against
claims or recalls that could have a material adverse effect on our financial
condition.
Our business is subject to FDA Regulation
Our products are medical devices subject to regulation by the Food and Drug
Administration, which regulates, among other things, product manufacture,
labeling, distribution, and promotion in the United States. Our medical devices
must be cleared or approved by the Food and Drug Administration before we can
begin selling them in the United States. To date, none of the products we plan
to sell have been cleared or approved.
Obtaining Food and Drug Administration approval or clearance to market a
product can be a lengthy and costly process that can involve extensive clinical
studies. We may not be able to obtain the necessary FDA authorizations to allow
marketing or our products in a timely fashion, or at all.
Even if we get approvals or clearances, later problems with the product
could cause Food and Drug Administration to suspend or revoke them. Also, if the
Food and Drug Administration authorizes marketing of our products, we will be
subject to continuing requirements governing, among other things, the claims we
can make and our manufacturing processes. Failing to comply with FDA's
requirements can result in limitations on continued marketing and civil and
criminal penalties.
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Our markets are highly competitive
The needle market is highly competitive. We will compete in the United
States and abroad with medical product companies, including Tyco Kendall, Terumo
Medical, Becton Dickinson, Johnson & Johnson and Bio-Plexus, Inc. Several of
these companies also manufacture safety needles. Our products will compete with
the standard and safety products manufactured by these and other companies in
the United States and in certain foreign countries. Many of our competitors are
better known, have longer operating histories and are substantially larger and
better financed than us. Such competitors may use their economic strength to
influence the market to continue to buy their existing products or new products
developed by them. One or more of these competitors also could use such
resources to improve their current products or develop additional products which
may compete more effectively with our products. New competitors may arise and
may develop products which compete with our products. In addition, new
technologies may arise which could lower or eliminate the demand for our
products. We cannot predict the development of future competitive products or
companies. We will be materially adversely effected if we are unable to compete
successfully.
Our systems may not be Year 2000 compliant
The "Year 2000 Issue" describes the use of two digits rather than four
digits to define the applicable year in certain computer programs. In the Year
2000, any of our computer programs that have two digit date-sensitive software
may interpret a date of "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing discrepancies of
operations. Our business operations are dependent upon internal software,
independent suppliers and Becton Dickinson.
We have reviewed our internal programs and have determined that there are
no material Year 2000 issues within our systems. We have engaged our network
service provider to examine all software utilized in our operations to ensure
Year 2000 compliance. Additionally, we are working with our suppliers and Becton
Dickinson to determine the extent to which such third parties' systems (insofar
as they relate to our business) are subject to the Year 2000 issue, and we
expect to complete such inquiries, and remedy any material issues before the end
of 1999. The total costs of our Year 2000 project will be approximately $10,000,
$4,000 of which represents capital costs and approximately $6,000 represents
costs to outside vendors. As of September 30, 1999, we incurred approximately
$6,000 of Year 2000 costs. Due to the uncertainty inherent in the Year 2000
process, we are unable to determine a reasonable worst case scenario at this
time. The costs of the Year 2000 project and the date on which we plan to
complete the Year 2000 project tasks are based on management's best estimates
which were determined utilizing numerous assumptions of future events, including
the continued availability of certain resources, third party modification
factors and other factors. As a result, we may not be able to achieve these
forward looking estimates, and the actual costs and compliance by vendors,
licensees and other third parties could differ materially from our current
expectations.
We are controlled by our directors and officers
As of April 10, 1999, our directors and officers beneficially owned or
controlled approximately 39.95% of the outstanding Common Stock. Accordingly,
such executive officers and directors may, as a group, have the ability to exert
significant control over the election of our Board of Directors and to determine
corporate actions requiring stockholder approval including mergers,
consolidations and the sale of all or substantially all of the our assets. The
interests of these shareholders could conflict with the interests of our other
shareholders.
Our stock price is volatile
Historically, the trading price of the our Common Stock has fluctuated
widely, and it may be subject to similar future fluctuations in response to
quarter-to-quarter variations in operating results, announcements regarding
technological innovations, the formation of joint ventures and strategic
alliances, governmental regulatory approvals of our products, the development of
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new products by us or our competitors, general conditions in the medical device
industry and other events or factors, including factors such as analysts'
expectations which are beyond our control. In addition, in recent years the
prices of securities of NASDAQ SmallCap Market companies and development stage
companies, in particular, have been extremely volatile. Investors may not be
able to resell their shares of our common stock following periods of volatility
because of the market's reaction to such volatility.
Our common stock is subject to dilution
As of September 30, 1999, there are 7,951,770 shares of our Common Stock
issued and outstanding. In addition, an aggregate of 3,391,190 additional shares
of our Common Stock is issuable pursuant to stock options granted under our
Non-Qualified Stock Option Plan, Warrants, Series A Convertible Preferred Stock
and a stock grant agreement.
As of September 30, 1999, the exercise price of stock options and warrants
to purchase 3,391,190 shares was at or below the current fair market value of
our Common Stock. The issuance of Common Stock upon the exercise of such stock
options and warrants may have an adverse effect upon the market price of our
Common Stock.
We are unlikely to pay dividends on our common stock
No cash dividends have been paid on our Common Stock. We anticipate that
income received from operations, if any, will be devoted to our future
operations. Accordingly, no cash dividends are anticipated in the future.
There are several barriers to takeover
We have an authorized class of 5,000,000 shares of preferred stock, 300,000
of which are issued and outstanding. The Board of Directors has the authority,
without shareholder approval, to issue preferred stock in one or more series and
to fix the relative rights and preferences thereof including their redemption,
dividend and conversion rights. Our ability to issue the authorized but unissued
shares of such preferred stock, depending upon the rights, preferences and
designations thereof, may have the effect of delaying, deterring or preventing a
change in control.
We are governed by the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law enacted in 1988. In general, the law
prohibits a public Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination in approved in a prescribed manner.
"Business combination" is defined to include mergers, asset sales and certain
other transactions resulting in a financial benefit to the stockholders. An
"interested stockholder" is defined as a person who, together with affiliates
and associates, owns, (or, within the prior three years, did own) 15% or more of
a corporation's voting stock. As a result of the application of Section 203,
potential acquirers may be discouraged from attempting to effect an acquisition
transaction with us, thereby possibly depriving holders of the above market
prices paid pursuant to such transactions.
Our stock is subject to the risks associated with low-priced stocks
The Securities and Exchange Commission has adopted regulations which define
a "penny stock" to be an equity security that has a market price (as therein
defined) of less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to any transaction
in a penny stock, of a disclosure schedule prepared by the Securities and
Exchange Commission relating to the penny stock market. Disclosure is also
required to be made about commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks. These restrictions will not apply to our securities if they
continue to be listed on the NASDAQ Small Cap Market and have certain price and
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volume information provided on a current and continuing basis or meet certain
minimum net tangible assets or average revenue criteria. In any event, even if
our securities were exempt from such restrictions it would remain subject to
Section 15(b)(6) of the Exchange Act, which gives the Securities and Exchange
Commission the authority to prohibit any person engaged in unlawful conduct
while participating in a distribution of penny stock, if it finds that such a
restriction would be in the public interest. If our securities were to be
removed from listing on the NASDAQ Small Cap Market or otherwise become subject
to the existing rules on penny stocks, you may have difficulty selling our
securities.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders are selling all of the common stock offered by
this prospectus and will receive all of the proceeds from the sale.
The selling stockholders may offer these shares for resale from time to
time. See "Plan of Distribution." In recognition of the fact that the selling
stockholders may wish to be legally permitted to sell these shares when they
deem appropriate, on April 15, 1997 we filed with the Securities and Exchange
Commission, a registration statement on Form S-3, of which this updated
prospectus forms a part. We have agreed to prepare and file such amendments and
supplements to the registration statement as may be necessary to keep the
registration statement effective until these shares are no longer required to be
registered for the sale by the selling stockholders.
The following table sets forth certain information with respect to the
common stock beneficially owned by the selling stockholders as of the date of
this prospectus.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
of Common Stock of Common Stock
Prior to the Offering (1) After Offering(1)
------------------------- Number of Shares to -------------------------
Number Percent of be Sold Under this Number Percent of
Name of Shares Shares Prospectus of Shares Shares
- ---- --------- ---------- ------------------- --------- ----------
<S> <C> <C> <C> <C> <C>
N. Scott Fine 174,000 2% 174,000 0 0
Sharon Bronti 20,000 .3% 20,000 0 0
Troy Duncan 10,000 .1% 10,000 0 0
William Jolly 5,000 .1% 5,000 0 0
</TABLE>
- ---------------
(1) Based on the aggregate of the shares outstanding as of November 18, 1999
(7,951,770 shares).
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PLAN OF DISTRIBUTION
On April 15, 1997, we registered the shares of common stock offered by this
prospectus, in addition to other shares of common stock, to fulfill our
obligations under an agreement with the selling stockholders. The registration
of the shares of common stock does not necessarily mean that any of the shares
will be offered or sold by the selling stockholders under this prospectus.
The selling stockholders may offer their shares at various times in one or
more of the following transactions:
o a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face-to-face transactions between the selling stockholders and
purchasers without a broker-dealer.
In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. Such brokers or dealers
may receive commissions or discounts from the selling stockholders in amounts to
be negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act or 1933, as amended (the "Securities Act"), in
connection with such sales. In addition, any securities covered by this
prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule
144 rather than pursuant to this prospectus.
Upon being notified by the selling stockholders that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplemented
prospectus, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing:
o the name of each such broker or dealer;
o the number of shares involved;
o the price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to such
broker(s) or dealer(s), where applicable;
o that such broker(s) or dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus, as supplemented; and
o other facts material to the transaction.
We are bearing all costs relating to the registration of the shares (other
than fees and expenses, if any, of counsel or other advisers to the selling
stockholders). The selling stockholders will pay any commissions, discounts or
other fees payable to broker-dealers in connection with any sale of the shares.
LEGAL OPINION
Bongiovanni & Berger opined as to the legality of the common stock offered
under this prospectus.
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EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-KSB for the year ended December 31, 1998 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the Securities and Exchange
Commission (the "SEC"). You can read and copy these reports, proxy statements
and other information at the public reference facilities maintained by the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549; Midwest
Regional office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and Northeast Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048. You can obtain copies of such material at the
prescribed rates from the Public Reference Section of the SEC at its principal
office in Washington, D.C. You can obtain information about the SEC's Public
Reference Room at 1-800-SEC-0330. In addition, we file this material
electronically with the SEC, and the SEC maintains a website
(http://www.sec.gov) that contains reports, proxy statements and other
information regarding companies (including us) that file electronically with the
SEC. Our common stock is listed on the Nasdaq SmallCap Market and our reports,
proxy statements and other information can also be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
We filed with the SEC on April 15, 1997 a registration statement on Form
S-3, with respect to our common stock. For further information with respect to
us and the shares, we refer you to that registration statement and its exhibits.
Statements made in this prospectus regarding the contents of any contract or
other documents are not necessarily complete. You should read the actual
documents which are exhibits to the registration statement in their entirety.
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<TABLE>
======================================================== =====================================================
<S> <C>
We have not authorized anyone to provide 209,000 Shares
you with information that is different from
what is contained in this prospectus. We are
not offering shares of our common stock in
any jurisdiction where the offer is not The Med-Design Corporation
permitted. The information contained in this
prospectus may not be correct at any time
after its date.
---------------
Common Stock
---------------
PROSPECTUS
---------------
November 18, 1999
======================================================== =====================================================
</TABLE>
