As filed with the Securities and Exchange Commission on: February 11, 2004
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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HYDRON TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or jurisdiction of incorporation or organization)
13-1574215
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(I.R.S. Employer identification Number)
2201 West Sample Road
Building 9, Suite 7B
Pompano Beach, Florida 33073
(954) 861-6400
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
William A. Lauby
Chief Financial Officer
Hydron Technologies, Inc.
2201 West Sample Road
Building 9, Suite 7B
Pompano Beach, Florida 33073
(954) 861-6400
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(Name, address, including zip code, and telephone number including area code,
of agent for service)
With a copy to:
Robert C. Brighton, Jr., Esq.
Ruden McClosky Smith Schuster & Russell, P.A.
200 East Broward Boulevard
Suite 1500
Fort Lauderdale, Florida 33301
(954) 527-2473
Approximate date of commencement of sale to the public: From time to
time after the effective date of this Registration Statement as determined by
the selling shareholders.
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, 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 he Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is 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. [ ]
2
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Class of Securities to be Amount to be Maximum Price Maximum Offering Amount of
Registered Registered(1) per Share(2) Price Fee
---------------------------- ------------ ------------ ------------ ------------
Common Stock, $.01 par value 2,210,000 $ .570 $ 1,259,700
Common Stock, $.01 par value 325,000 $ .570 185,250
Common Stock, $.01 par value 1,750,000 $ .570 997,500
Common Stock, $.01 par value 2,210,000 $1.000 2,210,000
Common Stock, $.01 par value 1,750,000 $ .750 1,312,500
Common Stock, $.01 par value 25,000 $ .750 18,750
Common Stock, $.01 par value 275,000 $ .750 206,250
Common Stock, $.01 par value 221,500 $ .750 166,125
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8,766,500 6,356,075
Warrants to purchase Common Stock 2,210,000 (3) (3) (3)
------------ ------------ ------------
10,976,500 $ 6,356,075 $ 805.31
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
-------------------------
(1) This Registration Statement covers such additional indeterminate number of
shares of Common Stock as may be issued upon exercise of options and warrants by
reason of plans or agreements under which the options and warrants were granted.
Because such additional shares of Common Stock will, if issued, be issued for no
additional consideration, no registration fee is required. Unless otherwise
specified, the number of shares of Common Stock specified is the number which
may be acquired upon exercise of options or warrants to purchase Common Stock at
the maximum exercise price thereof.
(2) Estimated solely for calculation of the amount of the registration fee. All
shares of Common Stock are being offered by the Selling Security Holders who are
not restricted as to the price or prices at which such securities may be sold.
It is anticipated that such securities will be offered at prices approximating
fluctuating market prices. Therefore, pursuant to Rule 457 of the Securities Act
of 1933, as amended, the registration fee has been calculated based upon higher
of (i) the average of the high and low prices of the Company's Common Stock on
January 30, 2004 as quoted on the OTC Bulletin Board, or (ii) the maximum
exercise price per share for shares of Common Stock issuable upon exercise of
options and warrants to purchase Common Stock.
(3) Pursuant to Rule 457(g) under the Securities Act, no separate registration
fee is required with respect to the warrants to acquire Common Stock.
3
PROSPECTUS
HYDRON TECHNOLOGIES, INC.
8,766,500 Shares of Common Stock
2,210,000 Warrants
This prospectus relates to the offering from time to time of up to 8,766,500
shares of Common Stock and 2,210,000 warrants to purchase shares of Common Stock
("Securities") of Hydron Technologies, Inc. ("Hydron" or the "Company") by the
shareholders named in this prospectus or their transferees, pledgees, donees or
successors ("Selling Shareholders"). These Selling Shareholders acquired
4,285,000 of the shares and 3,960,000 options and warrants to purchase shares of
Common Stock directly from the Company in private placements exempt from
registration under the Securities Act of 1933, as amended, that closed as of
August 23, 2002, December 10, 2002, and November 13, 2003. Certain Selling
Shareholders acquired options to purchase 50,000 shares of Common Stock from the
Company for services rendered and others received options to purchase 250,000
shares of Common Stock from the Company for an interest free short term loan.
Officers and Directors received options to purchase 221,500 shares of Common
Stock from the Company under the Company's Stock Option Plans. Hydron will
receive an aggregate $2,837,173 upon the exercise of the warrants and options,
assuming the exercise of all warrants and options for cash. Hydron will not
receive any proceeds from sales of the outstanding shares of Common Stock or
sales of the underlying shares relating to the warrants and options.
Hydron is registering these Securities for resale, but the registration of these
Securities does not necessarily mean that the Selling Shareholders' will sell
any of these Securities.
Our Common Stock is quoted on the OTC Bulletin Board, a regulated quotation
service for over-the-counter securities not listed or traded on NASDAQ, under
the symbol HTEC.OB. On January 30, 2004, the closing price of the Company's
Common Stock was $ 0.58. The warrants are not quoted or traded in any securities
market.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE
6 FOR DISCUSSION OF THESE RISKS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SALE OF THE COMMON STOCK OR
DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AND COMPLETE. IT
IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.
The date of this prospectus is February 11, 2004.
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TABLE OF CONTENTS
Page No.
THE COMPANY....................................................................5
RISK FACTORS...................................................................6
FORWARD-LOOKING STATEMENTS....................................................12
USE OF PROCEEDS...............................................................12
SELLING SHAREHOLDERS..........................................................13
DESCRIPTION OF WARRANTS.......................................................15
PLAN OF DISTRIBUTION..........................................................15
LEGAL MATTERS.................................................................18
EXPERTS.......................................................................19
WHERE YOU CAN FIND MORE INFORMATION...........................................19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................19
ABOUT THIS PROSPECTUS
This prospectus is a part of the registration statement that we filed with the
Securities and Exchange Commission. The Selling Shareholders named in this
prospectus may from time to time sell the securities described in the
prospectus. You should read this prospectus together with the more detailed
information regarding our Company, our Common Stock, and our financial
statements and notes to those statements that appear elsewhere in this
prospectus and any applicable prospectus supplement together with the additional
information that we incorporate into this prospectus by reference, which we
describe under the heading "Incorporation of Certain Documents By Reference."
You should rely only on the information contained in, or incorporated by
reference into, this prospectus and in any accompanying prospectus supplement.
We have not authorized anyone to provide you with information different from
that contained in, or incorporated by reference in, this prospectus. The
Securities are not being offered in any jurisdiction where the offering is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the prospectus or prospectus supplement, as applicable.
THE COMPANY
Hydron Technologies, Inc. markets a broad range of personal care products using
a moisture-attracting ingredient (the "Hydron(R) polymer"), and owns a
non-prescription drug delivery system for topically applied pharmaceuticals,
which uses such polymer. The Company markets its skin care products through
Hydron's direct-to-consumer catalog and on the Internet at www.hydron.com.
Hydron has received a patent on its method for delivery of oxygen into the skin
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and tissue without the use of the bloodstream and is committed to the
development of products and medical applications associated with its proprietary
tissue oxygenation technology.
Our principal offices are located at 2201 West Sample Road, Building 9, Suite
7B, Pompano Beach, Florida 33073 and our telephone number is (954) 861-6400. Our
website address is www.hydron.com. Information on our website does not
constitute part of this prospectus.
RISK FACTORS
You should carefully consider the following risks before making an investment
decision. The risks described below are material risks facing us, but are not
intended to comprehensively list of all possible risks relating to an investment
in Hydron Securities, including risks that may be peculiar to you based upon
your individual circumstances. We urge you to consult with your own legal and
tax advisers prior to making an investment decision.
We Are Currently Unprofitable; Our Survival and Ability to Pay Dividends Depends
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Upon Improvements in Our Financial Results
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We have incurred significant losses over the past five years and anticipate that
we will continue to incur substantial losses, both on a net and operating basis,
in the current year. The ability of the Company to continue as a going concern
is dependent upon, among other things, development of Hydron's oxygenation
technology, enhanced sales levels and the careful management of costs. We cannot
assure you that the Company will operate at a profit in the future or whether or
when we will generate cash flow from legally available sources. Management of
the Company will pay costs incurred in operating the Company and conducting and
completing the Company's business plan. We may also enter into agreements
relating to loans to us that would prohibit the payment of dividends. In
addition, the Board of Directors may determine to establish and maintain
reserves for working capital, taxes, insurance and other costs and expenses
relating to the Company's business. Any of the foregoing events may delay or
prevent your receipt of dividends.
We May be Unable to Successfully Develop and Market Products Using the
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Super-Oxygenation Technology
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We have had some initial research success utilizing a new technology that
super-oxygenates certain liquids and have focused our business strategy around
the development and marketing of products derived from this technology. However,
as we conduct additional research, our initial results may be offset by
currently unknown negative attributes. Among other things, the ability to
super-oxygenate liquids may be limited to only a few specific substances,
restricting the number and type of products that may be developed using the new
technology. Also, the combination of additives in products using the new
technology may cause users of such products to experience negative reactions
that would outweigh the potential benefits of the products.
Our marketing of commercial products based on the new technology is dependent on
achieving various milestones in the research and development by certain dates.
There can be no assurance that these progress goals will be met or that we will
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be able to introduce commercial products using the new technology on the
timetable contemplated by our business strategy or at all. Moreover, some
products will require approval by the Food and Drug Administration. This
approval process can be lengthy and costly. Delays in or the failure to obtain
necessary FDA approvals would limit our ability to offer products using the new
technology.
We will seek to develop alliances with leaders in other industries to develop,
market and distribute products using the new technology. However, these
companies may choose to develop their own alternative technologies, or we may be
unable to negotiate an alliance on satisfactory terms. Without such alliances,
our ability to successfully conduct product development, and market and
distribute new products will be adversely affected by our limited resources,
including our marketing ability and access to distribution channels. Failure to
develop alliances would significantly reduce the commercial potential of the new
technology.
We expect that significant additional financing will be required to develop the
broad-ranging infrastructure we believe will be necessary to fully realize the
commercial potential of our new technology in several areas, including, health
care, industrial and cosmetic uses. If we are unable to attract and retain
qualified personnel, and obtain adequate accounting and management resources,
along with computer hardware and software capabilities that we do not currently
possess, our ability to commercially exploit this new technology will be impeded
and result in a delay in achieving alliance agreements, product introductions
and brand development.
We May Not Be Able to Successfully Execute Our Business Strategy
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The execution of our business strategy is dependent upon our success in a number
of areas, including our ability to:
o grow our current or new product lines;
o enhance distribution of our products through our proprietary
catalog;
o expand consumer access, particularly through third-party licensing
arrangements and Internet channels;
o enhance our brand recognition through increased advertising,
development and distribution of new products bearing our brand;
o develop alternative channels of distribution for our products
through private labeling, direct retail distribution and expansion
into international markets;
o obtain FDA approval for new technology; and
o develop alliances with leaders in the medical and pharmaceutical
industries who have the resources and distribution channels to
market new products
Our ability to achieve these objectives is dependent upon a variety of factors,
including receipt of sufficient funding, attraction and retention of talented
managers, public acceptance of our new products and the negotiation of
agreements on satisfactory terms with marketing and distribution companies.
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We Are Dependent Upon Key Personnel
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Our success depends substantially upon our ability to attract, integrate,
motivate and retain qualified senior management and key research and sales
personnel. Our Company is currently managed by Richard Banakus, who serves on an
interim basis as President and Chief Executive Officer, by Terrence S. McGrath,
our Chief Operating Officer, and by William A. Lauby, our Chief Financial
Officer. The loss of Mr. Banakus, Mr. McGrath, or Mr. Lauby would have a
material adverse effect on our business.
Competition for qualified managerial, technical and sales personnel is intense,
and we may not be able to retain existing or attract additional qualified
personnel in the future. If we were to lose key personnel or fail to attract
additional personnel with appropriate qualifications, we would have difficulty
implementing our business strategy, and our operating results and financial
condition could be materially adversely affected.
We Will Require Significant Working Capital in the Future
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Our working capital requirements and the costs to implement our business plan
are significant. We believe that our existing working capital, together with
funds generated from operations, will be sufficient to only partially implement
our business strategy. We anticipate that present working capital balances and
internally-generated funds will be sufficient to meet our working capital needs
for at least the next six months, excluding additional working capital
requirements that would result from possible new product distribution
arrangements and implementation of the initiatives that are part of our new
technology business strategy. Such future expansion will depend on our ability
to raise capital on commercially reasonable terms. There is no assurance that we
will be able to obtain additional financing for such purposes or on acceptable
terms. Any additional equity financing may dilute existing holders of our
equity. Debt and bank financing, if and when incurred, will affect our operating
results and may require us to agree to restrictive covenants that may impact the
way we implement new initiatives and operate our business.
Competition in the Cosmetics and Skin Care Products Business is Significant
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The cosmetics and skin care products business is highly competitive. Our
competitors generally have greater financial and other resources than we
possess, including increased brand recognition.
Our industry frequently experiences rapid changes due to fluctuations in
consumer preferences and industry trends. We compete on the basis of numerous
factors. Brand recognition, product quality, performance and price, and the
extent to which consumers are educated about product benefits have a marked
influence on consumers' choices. Advertising, promotion, merchandising and
packaging, along with the timing of new product introductions and line
extensions also have a significant impact on buying decisions, while the
structure and quality of the marketing channels affect product reception. Our
competitors' products are often supported by substantial promotional campaigns.
These factors, as well as demographic trends, economic conditions, competitors'
discount pricing strategies, and potential direct sales by manufacturers to our
customers could have a material adverse effect on our business, financial
condition and results of operations.
8
We Rely Upon Our Licensing Agreement With National Patent Development
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Corporation for the Supply of the Hydron (R) Polymer
----------------------------------------------------
National Patent Development Corporation ("NPDC") has granted us an exclusive
worldwide license to market products using Hydron polymers in the oral health,
personal care/cosmetic and other consumer product fields, and to utilize the
Hydron polymer as a drug release mechanism in topically applied, nonprescription
pharmaceutical products. The Hydron polymer is the underlying technology in
substantially all of the Company's existing products, but is not integral to our
new super-oxygenation technology. However, the loss or substantial dilution of
our rights to use the Hydron polymer would have a material, adverse affect on
our business.
Hydron is currently in negotiations with the successor of NPDC to eliminate or
reduce the royalties payable on the sales of products that utilize the Hydron
polymer. If these negotiations are not concluded successfully, the existing
agreement would continue and Hydron would be required to pay any royalties that
are in arrears (approximately $120,000) as of December 31, 2003.
We Are Reliant Upon Independent Third Parties for the Manufacture of Our Hydron
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(R) Polymer-Based Products
--------------------------
Hydron polymer-based products are manufactured exclusively for us by independent
third parties. To date, the outsourcing of the production has allowed us to meet
shipment demands in a timely manner. If we experience delays in the delivery of
the finished products or the raw materials or components used to make such
products, our business could be adversely affected.
We Have a Limited Ability to Protect Our Intellectual Property
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We regard our patents, copyrights, trademarks, service marks, and other
intellectual property as important to our success.
We hold several patents relating to our products and have licensed the rights to
the Hydron polymer for the uses described above. However, not all of our
technology is protected by patents or registration, and even if protected in
some jurisdictions, may not be protected in every jurisdiction where our
products are or may be sold.
The steps taken by us, and by those with whom we hold licenses, to protect our
intellectual property may not be adequate. Third parties may infringe or
misappropriate our patents, copyrights, trademarks, service marks and similar
propriety rights. We will rely on patent, trademark, and copyright law, trade
secret protection and confidentiality, as well as, license and other agreements
with employees, customers, strategic partners and others to protect our
intellectual property.
Effective patent, copyright, trademark, service mark and trade secret protection
may not be available in all markets where our products are or may be sold.
9
Our Common Stock Price May Be Volatile
--------------------------------------
Although our Common Stock trades on the over-the-counter market and is quoted on
the OTC Bulletin Board, we cannot assure you that there will be an active
trading market or adequate liquidity for our Common Stock. In addition, the
trading price of our common stock has been and may continue to be subject to
wide fluctuations over short and long periods of time. Our stock price may
fluctuate in response to a number of events and factors, including:
o quarterly or cyclical variations in financial results;
o future announcements concerning our business;
o changes in financial estimates and recommendations by securities
analysts;
o news reports relating to trends in relevant industries;
o actions of competitors or the entrance of new competitors;
o market and industry perceptions of our success, or lack thereof,
in pursuing our business plan;
o prevailing interest rates;
o governmental regulations;
o changes and developments affecting relevant industries; and
o general market conditions.
No Market Exists for the Sale of Our Warrants
---------------------------------------------
Although our Common Stock trades on the over-the-counter market and is quoted on
the OTC Bulletin Board, there is no established market or price quotation for
warrants to purchase our Company's Common Stock. Accordingly, it is unlikely
that you will be able to sell the warrants except in private sales. This lack of
a trading market and price substantially limit your ability to sell such
warrants and, should you be able to, would likely depress the price you would
receive in any such sale.
Moreover, the value of the warrants will be affected by the same factors
affecting the value of our shares of Common Stock.
We May Issue Additional Stock in the Future
-------------------------------------------
Our authorized, unissued and unreserved shares of capital stock as of January
30, 2004 includes (i) a total of approximately 16,200,000 shares of Common Stock
and (ii) a total of 5,000,000 shares of preferred stock. Our Board of Directors,
without any action by our shareholders, is authorized to issue additional shares
of Common Stock and to designate and issue shares of preferred stock in such
series as it deems appropriate, and to establish the rights, preferences, and
privileges of such preferred stock, including dividend, voting and liquidation
rights. The ability of the Board to issue additional shares of Common Stock and
to designate and issue Preferred Stock having preferential rights to those of
the shares of Common Stock could dilute the value of the shares of Common Stock.
In addition, the issuance of shares of preferred stock with special rights or
disproportionate voting power could impede or deter an unsolicited tender offer
or other takeover proposal for us, and could adversely affect the voting power
and other rights of holders of our Common Stock.
10
Future Sales of Our Common Stock Could Depress Our Stock Price
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We cannot predict the effect that future sales of our Common Stock will have on
its market price. As of January 30, 2004, there were 9,260,136 shares of Common
Stock outstanding and an additional 4,481,500 warrants or options to purchase
shares of our Common Stock outstanding. Shares that were sold to Selling
Shareholders or other shares of our Common Stock that we issue in the future may
become available for resale in the public market from time to time. Sales of
substantial amounts of our Common Stock, or the perception that such sales may
occur, could adversely affect the market price of our Common Stock or our
ability to raise capital by offering equity securities.
We May Experience Volatility in Our Stock Price That Could Affect Your
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Investment
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The price of our Common Stock has been, and may continue to be, highly volatile
in response to various factors, many of which we cannot control, including:
o developments in the industries in which we operate;
o actual or anticipated variations in quarterly or annual operating
results;
o speculation in the press or investment community; and
o announcements of technological innovations or new products by us or
our competitors.
Our Common Stock's market price may also be affected by our inability to meet
analyst and investor expectations or our failure to achieve projected financial
results, including those set forth in this prospectus. Any failure to meet such
expectations or projected financial results, even if minor, could cause the
market price of our Common Stock to decline. Volatility in our stock price may
result in an inability to sell shares at or above the price at which they were
purchased in this offering.
In addition, stock markets have generally experienced a high level of price and
volume volatility, and the market prices of equity securities of many companies
have experienced wide price fluctuations not necessarily related to the
operating performance of such companies. These broad market fluctuations may
adversely affect our Common Stock's market price. In the past, securities class
action lawsuits frequently have been instituted against such companies following
periods of volatility in the market price of such companies' securities. If any
such litigation is instigated against us, it could result in substantial costs
and a diversion of management's attention and resources, which could have a
material adverse effect on our business, results of operations, and financial
condition.
Our Executive Officers and Directors Control a Significant Percentage of Our
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Common Stock and These Shareholders May Take Actions That Are Adverse to Your
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Interests
---------
Our executive officers and directors and entities affiliated with them, in the
aggregate, beneficially own approximately 42.5% of the outstanding shares of our
Common Stock. As a result, these shareholders, acting together, can
significantly influence all matters requiring shareholder approval, including
the election and removal of directors and approval of significant corporate
transactions such as mergers, consolidations, and sales of assets. They also
could dictate the management of our business. This concentration of ownership
could have the effect of delaying, deferring, or preventing a change in control
or impeding a merger or consolidation, takeover, or other business combination,
which could cause the market price of our Common Stock to fall or prevent you
from receiving a premium in such a transaction.
11
The conditions described above could delay or impede transactions involving a
change in control of the Company or its management.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. All statements,
other than statements of historical fact, about our plans, beliefs, goals,
intentions, objectives, projections, expectations, assumptions, strategies, and
future events are forward-looking statements.
Words such as "may," "will," "believe," "plan," "should," "could," "seek,"
"expect," "anticipate," "intend," "estimate," "goal," "objective" and similar
words, or discussions of our strategy or other intentions identify
forward-looking statements. Forward-looking statements are subject to a number
of known and unknown risks, uncertainties, and other factors that could cause
actual results to differ materially from those contemplated by such
forward-looking statements. Consequently, you should not place undue reliance on
these forward-looking statements. We do not intend to update any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Important factors that could cause a material difference in the actual results
from those contemplated in such forward-looking statements include, but are not
limited to, those listed under "Risk Factors" and elsewhere in this prospectus
and the following:
o our inability to further penetrate our customer base;
o development by others of new or improved products, processes or
technologies that make our products obsolete or less competitive;
o our inability to maintain our technological advantage by developing
new products and enhancing our existing products;
o the cyclical nature of the industries of our customers and the
financial condition of our customers;
o the inability to protect our patents and other proprietary rights
in the United States and foreign countries and the assertion of
infringement claims against us;
o fluctuations in our annual and quarterly operating results as a
result of a number of factors;
o the impact of competitive products and pricing in the market;
o the loss of Richard Banakus or Terrence S. McGrath or other key
personnel;
o the failure to effectively manage our growth; and
o the loss of a key supplier and the inability to find a sufficient
alternative supplier in a reasonable period or on commercially
reasonable terms.
12
USE OF PROCEEDS
The Selling Shareholders will receive all of the proceeds from the sale of the
Securities offered by this prospectus. Hydron will not receive any of the
proceeds from the sale of the Securities offered by the Selling Shareholders
under this prospectus, but we have agreed to pay the expenses of preparing this
prospectus and the related registration statement. The Company would receive the
exercise price for warrant and options exercised. Proceeds from the exercise of
warrants or options would be used to expand the Company's research and product
development program related to its tissue oxygenation technology.
SELLING SHAREHOLDERS
Hydron is registering all 8,766,500 shares of Common Stock and all 2,210,000
warrants (the underlying shares of which are included in the 8,766,500) to
purchase Common Shares covered by this prospectus on behalf of the Selling
Shareholders named in the table below (including their donees, pledgees,
transferees, or other successors-in-interest who receive any of the shares
covered by this prospectus). Hydron sold an aggregate of 4,285,000 shares of
Common Stock, and options and warrants to purchase an aggregate of 3,960,000
shares of Common Stock, to the Selling Shareholders in private placement
transactions exempt from the registration requirements of the Securities Act of
1933, as amended. Hydron is registering the shares to permit the Selling
Shareholders to offer and sell these shares for resale from time to time. The
Selling Shareholders may sell all, some, or none of the shares covered by this
prospectus. All information with respect to beneficial ownership has been
furnished to Hydron by the respective Selling Shareholders. For more
information, see "Plan of Distribution." None of the Selling Shareholders has
had any material relationship with Hydron within the past three years other than
as a result of the ownership of these shares except for Mr. Richard Banakus who
is Chairman of the Board, Interim President and Chief Executive Officer and Ms.
Karen Gray, Mr. Joshua Rochlin, and Mr. Ronald J. Saul who have been Directors
of the Company. In addition, Hydron has a five-year agreement with Life
International Products, Inc. that allows Hydron to license existing machine
technology from Life International Products, Inc. in exchange for a 5% royalty
payment on any related revenues derived by Hydron from such technology.
The table on the next page lists the Selling Shareholders and information
regarding their ownership of our Common Stock.
13
NUMBER OF NUMBER OF SHARES OWNED AFTER
SHARES OWNED SHARES BEING OFFERING(1)
PRIOR TO OFFERED
SELLING SHAREHOLDER THIS OFFERING HEREBY NUMBER PERCENTAGE(2)
------------------- -------------- -------------- --------------------------------
Richard Banakus
Chairman, Interim President and
Chief Executive Officer 3,610,000(3) 3,146,500 463,500(4) 4%
Karen Gray
Director 63,000(5) 60,000 3,000 *
Joshua Rocklin
Director 40,000(6) 40,000 0 0%
Ronald J. Saul
Director 1,223,000(7) 975,000 248,500 2%
Ronald J. Saul &
Antonette G. Saul 1,223,500(8) 975,000 248,500 2%
Regis Synan 510,000(9) 450,000 60,000 *
Andrew A. Darmstadter 548,800(10) 500,000 48,800 *
Life International Products, Inc. 325,000 325,000 0 0%
Steven M. Adkins 100,400(11) 100,000 400 *
Donald Bakalor 302,400(12) 200,000 102,400 1%
Jeffrey P. Bash 200,000(13) 200,000 0 0%
Robert K. Battaglia 103,556(14) 100,000 3,556 *
Etienne des Roys 40,000(15) 40,000 0 0%
Emanuel E. Geduld 200,000(16) 200,000 0 0%
Frank Goebels, Managing Member
Tilldale Management LLC 200,000(17) 200,000 0 0%
HRSE Realty Partners,
A PA General Partnership 80,000(18) 80,000 0 0%
W.A. Hoy, Jayne M. Hoy 200,000(19) 200,000 0 0%
Atlas Capital SA 462,200(20) 400,000 62,200 *
W. Bryan Pizzi II 40,000(21) 40,000 0 0%
Plenteous Corp. 480,000(22) 480,000 0 0%
Atle Lygren 400,000(23) 400,000 0 0%
Donna Murphy 421,100(24) 400,000 21,100 *
Frank R. Spellman ADM
First Dunbar Assoc. Inc. P.S.P 40,000(25) 40,000 0 0%
First Dunbar Assoc., Inc. 12,500(26) 12,500 0 0%
Jim McCarthy 12,500(27) 12,500 0 0%
Alan Trager 290,000(28) 140,000 150,000 2%
Charles Fox 25,000(29) 25,000 0 0%
=========================================================================================================
* Less than 1.0%.
-------------------------
(1) Assumes that the Selling Shareholders dispose of all the shares of Common
Stock covered by this prospectus and do not acquire or dispose of any additional
shares of Common Stock. The Selling Shareholders are not representing, however,
that any of the shares covered by this prospectus will be offered for sale, and
the Selling Shareholders reserve the right to accept or reject, in whole or in
part, any proposed sale of shares.
(2) The percentage of Common Stock beneficially owned is based on 9,260,136
shares of Common Stock outstanding on January 30, 2004.
(3) Consists of 1,913,500 shares held directly, 200,000 shares issuable upon
exercise of warrants, and 1,496,500 shares issuable upon the exercise of
options.
(4) All shares held directly.
(5) Consists of 3,000 shares held directly and 60,000 shares issuable upon
exercise of options.
(6) Consists of 40,000 shares issuable upon exercise of options.
(7) Consists of 672,500 shares held directly, 1,000 shares controlled by power
of attorney, 300,000 shares issuable upon exercise of warrants and 250,000
shares issuable upon exercise of options.
(8) Consists of 672,500 shares held directly, 1,000 shares controlled by power
of attorney, 300,000 shares issuable upon exercise of warrants and 250,000
shares issuable upon exercise of options.
(9) Consists of 285,000 shares held directly, 100,000 shares issuable upon
exercise of warrants and 125,000 shares issuable upon the exercise of options.
(10) Consists of 298,800 shares held directly and 250,000 shares issuable upon
exercise of options.
(11) Consists of 50,400 shares held directly and 50,000 shares issuable upon
exercise of warrants.
(12) Consists of 202,400 shares held directly and 100,000 shares issuable upon
exercise of warrants.
(13) Consists of 100,000 shares held directly and 100,000 shares issuable upon
exercise of warrants.
(14) Consists of 50,000 shares held directly and 50,000 shares issuable upon
exercise of warrants.
(15) Consists of 20,000 shares held directly and 20,000 shares issuable upon
exercise of warrants.
(16) Consists of 100,000 shares held directly and 100,000 shares issuable upon
exercise of warrants.
(17) Consists of 100,000 shares held directly and 100,000 shares issuable upon
exercise of warrants.
(18) Consists of 40,000 shares held directly and 40,000 shares issuable upon
exercise of warrants.
(19) Consists of 100,000 shares held directly and 100,000 shares issuable upon
exercise of warrants.
(20) Consists of 262,200 shares held directly and 200,000 shares issuable upon
exercise of warrants.
(21) Consists of 20,000 shares held directly and 20,000 shares issuable upon
exercise of warrants.
(22) Consists of 240,000 shares held directly and 240,000 shares issuable upon
exercise of warrants.
(23) Consists of 200,000 shares held directly and 200,000 shares issuable upon
exercise of warrants.
(24) Consists of 221,100 shares held directly and 200,000 shares issuable upon
exercise of warrants.
(25) Consists of 20,000 shares held directly and 20,000 shares issuable upon
exercise of warrants.
(26) Consists of shares issuable upon exercise of warrants.
(27) Consists of shares issuable upon exercise of warrants.
(28) Consists of 220,000 shares held directly and 70,000 shares issuable upon
exercise of warrants.
(29) Consists of shares issuable upon exercise of warrants.
14
DESCRIPTION OF WARRANTS
The following description of the material terms and provisions of the warrants
included in this prospectus is qualified and limited by reference to the warrant
agreement and subscription agreements relating to the warrants which are filed
as exhibits to this registration statement.
Each warrant entitles the holder to purchase a share of our Common Stock for a
purchase price of $ 1.00 per share. A warrant certificate evidences the number
of warrants owned by each Selling Shareholder. Each warrant certificate sets
forth the aggregate number of warrants representing the right to purchase a
number of shares of Common Stock equal to the number of warrants. Holders of the
warrants may exercise the warrants by delivering to us the warrant certificate
representing the warrants together with specified information relating to the
number of shares of Common Stock to be purchased and by paying the required
amount to us in immediately available funds.
Each warrant may be exercised at any time on or before November 13, 2008.
Upon receipt at our offices of the required payment and the warrant certificate,
properly completed and duly executed, we will issue and deliver the shares of
Common Stock purchasable upon such exercise. If fewer than all of the warrants
represented by the warrant certificate are exercised, then we will issue a new
warrant certificate for the remaining number of warrants.
Warrants may be transferred by delivery to us of an assignment in the form
provided in the warrant certificate duly executed by the holder. Upon receipt of
the duly executed assignment and original warrant certificate we will issue a
new warrant certificate registered in the name of the transferee and register
the transfer in our books and records.
The Warrants are subject to a right of repurchase by us at a purchase price of
$.001 per share at any time after the price of a share of Common Stock equals or
exceeds the "Call Price." The Call Price is the Fair Market Value of a share of
Common Stock as defined in the warrant.
PLAN OF DISTRIBUTION
The Selling Shareholders may resell or redistribute the Securities being offered
by this prospectus from time to time in one or more transactions in the
over-the-counter market or otherwise, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. Persons who are pledgees, donees,
transferees, or other successors in interest of any of the named Selling
Shareholders (including, but not limited to, persons who receive shares from a
named Selling Shareholder as a gift, partnership distribution, or other
non-sale-related transfer after the date of this prospectus) may also use this
prospectus and are included when we refer to "Selling Shareholders" in this
prospectus. If necessary, we will file a supplement to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
amending the list of Selling Shareholders to include the pledgee, donee,
transferee or other successors in interest as Selling Shareholders under this
prospectus. Selling Shareholders may sell the Securities by one or more of the
following methods, including without limitation:
15
o block trades (which may include cross trades) in which the broker
or 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 the
broker or dealer for its own account;
o an exchange distribution or secondary distribution in accordance
with the rules of any stock exchange or market on which the shares
are listed;
o ordinary brokerage transactions and transactions in which the
broker solicits purchases;
o an offering at other than a fixed price on or through the
facilities of any stock exchange or market on which the shares are
listed or to or through a market maker other than on that stock
exchange or market;
o privately negotiated transactions, directly or through agents;
o short sales of shares and sales to cover short sales;
o through the writing of options on the shares, whether the options
are listed on an options exchange or otherwise;
o through the distribution of the shares by any selling shareholder
to its partners, members or shareholders;
o one or more underwritten offerings;
o agreements between a broker or dealer and one or more of the
selling shareholders to sell a specified number of the securities
at a stipulated price per share; and
o any combination of any of these methods of sale or distribution, or
any other method permitted by applicable law.
The Selling Shareholders may also transfer the securities by gift. We do not
know of any current arrangements by the Selling Shareholders for the sale or
distribution of any of the securities. The Selling Shareholders have advised us
that they have acquired their shares included in this registration statement in
the ordinary course of business and they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their shares of Common Stock, nor is there an underwriter or
coordinating broker acting in connection with a proposed sale of shares of
Common Stock by any Selling Shareholder. If we are notified by any Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of Common Stock, if required, we will file
a supplement to this prospectus.
The Selling Shareholders may engage brokers and dealers, and any brokers or
dealers may arrange for other brokers or dealers to participate in effecting
sales of the securities. These brokers, dealers, or underwriters may act as
principals, or as an agent of a Selling Shareholder. Broker-dealers may agree
with a Selling Shareholder to sell a specified number of the securities at a
stipulated price per security. If the broker-dealer is unable to sell securities
acting as agent for a Selling Shareholder, it may purchase as principal any
unsold securities at the stipulated price. Broker-dealers who acquire the shares
as principals may thereafter resell the shares from time to time in transactions
in any stock exchange or automated interdealer quotation system on which the
securities are then listed, at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. Broker-dealers may use block transactions and sales to and through
broker-dealers, including transactions of the nature described above. The
Selling Shareholders may also sell the securities in accordance with Rule 144
(to the extent they have satisfied the one-year holding period) under the
Securities Act rather than pursuant to this prospectus, regardless of whether
the securities are covered by this prospectus.
16
From time to time, one or more of the Selling Shareholders may pledge,
hypothecate, or grant a security interest in some or all of the shares owned by
them. The pledgees, secured parties, or persons to whom the shares have been
hypothecated will, upon foreclosure in the event of default, be deemed to be
Selling Shareholders. If necessary, we would file an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act of 1933 amending the list of Selling Shareholders to include the pledgee,
secured party or person to whom the shares have been hypothecated as Selling
Shareholders under this prospectus. The number of a Selling Shareholder's shares
offered under this prospectus will decrease as and when it takes such actions.
The plan of distribution for that Selling Shareholder's shares will otherwise
remain unchanged. In addition, a Selling Shareholder may, from time to time,
sell the shares short, and in those instances, this prospectus may be delivered
in connection with the short sales and the shares offered under this prospectus
may be used to cover short sales.
The Selling Shareholders and any underwriters, brokers, dealers, or agents that
participate in the distribution of the shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, concessions,
commissions, or fees received by them and any profit on the resale of the shares
sold by them may be deemed to be underwriting discounts and commissions.
A Selling Shareholder may enter into hedging transactions with broker-dealers
and the broker-dealers may engage in short sales of the shares in the course of
hedging the positions they assume with that Selling Shareholder, including,
without limitation, in connection with distributions of the shares by those
broker-dealers. A Selling Shareholder may enter into option or other
transactions with broker-dealers that involve the delivery of the shares offered
under this prospectus to the broker-dealers, who may then resell or otherwise
transfer those shares. A Selling Shareholder may also loan or pledge the shares
offered under this prospectus to a broker-dealer and the broker-dealer may sell
the shares offered under this prospectus so loaned or upon a default may sell or
otherwise transfer the pledged shares offered under this prospectus.
The Selling Shareholders and other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the related rules and
regulations adopted by the SEC, including Regulation M. This regulation may
limit the timing of purchases and sales of any of the shares by the Selling
Shareholders and any other person. The anti-manipulation rules under the
Exchange Act may apply to sales of shares in the market and to the activities of
the Selling Shareholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engaged in the distribution of the shares to
engage in market-making activities with respect to the particular shares being
distributed for a period of up to five business days before the distribution.
These restrictions may affect the marketability of the shares and the ability of
any person or entity to engage in market-making activities with respect to the
shares.
We will indemnify the Selling Shareholders against liabilities, including some
liabilities under the Securities Act, in accordance with the registration rights
agreement or subscription agreement relating to their shares, warrants or
options, or the Selling Shareholders will be entitled to contribution. We may be
indemnified by a Selling Shareholder against civil liabilities, including
liabilities under the Securities Act, that may arise from any written
information furnished to us by the Selling Shareholder specifically for use in
17
this prospectus, in accordance with the registration rights agreement or the
subscription agreement relating to their shares, warrants or options, or we may
be entitled to contribution. The Selling Shareholders may agree to indemnify any
brokers, dealers, or agents who participate in transactions involving sales of
the shares against specified liabilities arising under the federal securities
laws in connection with the offering and sale of the shares.
The Securities offered under this prospectus were originally issued to the
Selling Shareholders pursuant to an exemption from the registration requirements
of the Securities Act. We agreed to register the Securities under the Securities
Act and to keep the registration statement of which this prospectus is a part
effective until the earlier of (a) November 12, 2008, or (b) the date on which
all the shares of Common Stock subject to this registration statement have been
sold under this registration statement or pursuant to Rule 144 of the Securities
Act or otherwise. Hydron will pay expenses the Company directly incurs in
connection with this offering, but can not be responsible for any legal fees,
underwriting discounts, concessions, commissions, or fees of the Selling
Shareholders.
We will not receive any proceeds from sales of any Securities by the Selling
Shareholders.
We cannot assure you that the Selling Shareholders will sell all or any portion
of the Securities offered under this prospectus.
We will supply the Selling Shareholders and any stock exchange or other trading
market with which the Securities are listed with reasonable quantities of copies
of this prospectus. To the extent required by Rule 424 under the Securities Act
in connection with any resale or redistribution by a Selling Shareholder, we
will file a prospectus supplement setting forth:
o the aggregate number of Securities to be sold;
o the purchase price;
o the public offering price;
o if applicable, the names of any underwriter, agent or
broker-dealer; and
o any applicable commissions, discounts, concessions, fees or other
items constituting compensation to underwriters, agents or
broker-dealers with respect to the particular transaction (which
may exceed customary commissions or compensation).
If a Selling Shareholder notifies us that a material arrangement has been
entered into with a broker-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, then we will file a prospectus supplement that
includes any other facts that are material to the transaction. If applicable,
this may include a statement to the effect that the participating broker-dealers
did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus.
LEGAL MATTERS
The validity of the Securities offered by this prospectus will be passed on for
us by Ruden, McClosky, Smith, Schuster & Russell, P.A., Fort Lauderdale,
Florida.
18
EXPERTS
The financial statements of Hydron Technologies, Inc. appearing in Hydron's
Annual Report on Form 10-K for the year ended December 31, 2002 have been
audited by DaszkalBolton LLP, independent certified public accountants, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Exchange Act.
In accordance with the Exchange Act, we file reports, proxy statements, and
other information with the Securities and Exchange Commission. You can inspect
and copy these reports, proxy statements, and other information at the Public
Reference Room of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Please call the Securities
and Exchange Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Our Securities and Exchange Commission
filings are also available on the Securities and Exchange Commission's web site.
The address of this site is http://www.sec.gov.
We have filed with the Securities and Exchange Commission a registration
statement (which term includes all amendments, exhibits, and schedules thereto)
on Form S-3 under the Securities Act with respect to the shares offered by this
prospectus. This prospectus does not contain all the information set forth in
the registration statement because certain information has been incorporated
into the registration statement by reference in accordance with the rules and
regulations of the Securities and Exchange Commission. Please review the
documents incorporated by reference for a more complete description of the
matters to which such documents relate. The registration statement may be
inspected at the public reference facilities maintained by the Securities and
Exchange Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and is available to you on the Securities and Exchange
Commission's web site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference
into this prospectus the information we file with the Securities and Exchange
Commission, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we file later with the
Securities and Exchange Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the sale of all of
the shares of common stock that are part of this offering. The documents we are
incorporating by reference are as follows:
o our Annual Report on Form 10-K for the fiscal year ended December
31, 2002;
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003;
19
o our Quarterly Report on Form 10-Q for the quarter ended June 30,
2003;
o our Quarterly Report on Form 10-Q for the quarter ended September
30, 2003; and
o our Current Report on Form 8-K filed with the SEC on January 2,
2003.
All documents that we file with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the
date of this registration statement and prior to the filing of a post-effective
amendment to this registration statement that indicates that all securities
offered under this prospectus have been sold, or that deregisters all securities
then remaining unsold, will be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document we incorporate by reference will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus (or in any other document that is subsequently filed with the
Securities and Exchange Commission and incorporated by reference) modifies or is
contrary to that previous statement. Any statement so modified or superseded
will not be deemed a part of this prospectus except as so modified or
superseded.
You may request a copy of these filings at no cost (other than exhibits unless
such exhibits are specifically incorporated by reference) by writing or
telephoning us at the following address and telephone number:
Hydron Technologies, Inc.
2201 West Sample Road
Bldg 9, Suite 7B
Pompano Beach, Florida 33073
(954) 861-6400
Attention: William A. Lauby
20
8,295,000 SHARES
HYDRON TECHNOLOGIES, INC.
COMMON STOCK
February 11, 2004
---------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
II-1
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission filing fee............. $ 805.31
Accounting fees and expenses.............................. 2,000.00
Legal fees and expenses................................... 5,000.00
Miscellaneous............................................. 1,000.00
-----------
Total expenses....................................... $ 8,805.31
The Registrant will pay all of the above fees and expenses. Other than the
Securities and Exchange Commission filing fee, all fees and expenses are
estimated.
Item 15. Indemnification of Directors and Officers.
The New York Business Corporation Law ("BCL") provides that directors and
officers of a New York corporation may be indemnified under certain
circumstances against judgments, fines, amounts paid in settlement and
reasonable expenses actually and necessarily incurred by them in disposing of
actions to which they are a party or are threatened to be made a party by reason
of acting as directors or officers if such persons acted in good faith and in a
manner in which they reasonably believed to be in the best interests of the
corporation, and, in the case of criminal proceedings, had no reasonable cause
to believe that their conduct was unlawful. The By-laws of the Company provide
for indemnification of directors and officers to the fullest extent permitted by
law, including payment of expenses in advance of resolution of any such matter.
The Company's restated Certificate of Incorporation, as amended, eliminates the
personal monetary liability of the Company's directors to the Company or its
shareholders for breaches of their duties as directors except as otherwise
required under the BCL. The Company currently carries a $2.0 million liability
insurance policy covering its directors or officers that insures against
liabilities for violations of federal and state securities laws to the extent
described above. The BCL expressly permits New York corporations to purchase
such insurance.
The general effect of the foregoing provisions may be to reduce the
circumstances under which a directors or officer of the Company may be required
to bear the economic burden of the liabilities and expense for their conduct in
their capacities as directors and officers of the Company.
Item 16. Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed or incorporated
by reference as part of this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
II-2
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) In so far as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
set forth or described in Item 15 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
II-3
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Form S-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pompano Beach, and State of Florida,
on this 11th day of February 2004.
HYDRON TECHNOLOGIES, INC.
By: /s/ RICHARD BANAKUS
------------------------------------
Richard Banakus
Chairman of the Board of
Directors, President, Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below constitutes and
appoints Richard Banakus, Terrence S. McGrath, and William A. Lauby, and each of
them individually, his true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any Rule 462(b)
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
II-5
Signature Title Date
------------------------- ----------------------------------- -----------------
/s/ RICHARD BANAKUS Chairman of the Board of Directors, February 11, 2004
------------------------- President, Chief Executive Officer
Richard Banakus
/s/ TERENCE S. MCGRATH Chief Operating Officer February 11, 2004
-------------------------
Terence S. McGrath
/s/ WILLIAM A. LAUBY Chief Financial Officer February 11, 2004
-------------------------
William A. Lauby
/s/ KAREN GRAY Director February 11, 2004
-------------------------
Karen Gray
/s/ JOSHUA ROCHLIN Director February 11, 2004
-------------------------
Joshua Rochlin
/s/ RONALD J. SAUL Director February 11, 2004
-------------------------
Ronald J. Saul
II-6
EXHIBIT INDEX
Exhibit
Number Document Description
------ --------------------
(3.1) Restated Certificate of Incorporation of Dento-Med Industries, Inc.
(Dento-Med) as filed with the Secretary of State on March 4, 1981.(1)
(3.2) Certificate of Amendment of the Certificate of Incorporation of
Dento-Med as filed with the Secretary of State of New York on September
7, 1984 (filed herein).
(3.3) Bylaws as amended March 17, 1988.(2)
(3.4) Certificate of Change of Dento-Med as filed with the Secretary of State
of New York on July 14, 1988 (filed herein).
(3.5) Certificate of Amendment of the Restated Certificate of Incorporation
of Dento-Med, as filed with the Secretary of State of New York on
November 14, 1988.(3)
(3.6) Certificate of Amendment of the Restated Certificate of Incorporation
of Dento-Med, as filed with the Secretary of State of New York on July
30, 1993.(4)
(3.7) Certificate of Amendment of the Restated Certificate of Incorporation
of Hydron Technologies, Inc., as filed with the Secretary of State of
New York on April 10, 2002 (filed herein).
(4.1) Registration Rights Agreement dated July 11, 2002, by and between
Hydron Technologies, Inc. and Life International Products, Inc. (filed
herein).
(4.2) Warrant Agreement dated November 14, 2003 between Hydron Technologies,
Inc. and the parties named therein (filed herein).
(5) Opinion of Ruden, McClosky (including consent of counsel) (filed
herewith).
(10.1) Subscription Agreement dated November 22, 2002 between Hydron
Technologies, Inc. and the subscribers named therein.(5)
(10.2) Subscription Agreement dated September 31, 2003 between Hydron
Technologies, Inc. and the subscribers named therein (filed herewith).
(10.3) Agreement dated July 11, 2002 between Hydron Technologies, Inc. and
Life International Products, Inc. (filed herewith).
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(1) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1985.
(2) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1987.
(3) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1988.
(4) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1993.
(5) Incorporated by reference to Exhibit 99(ii) of the Company's Form 8-K filed
January 2, 2003.
E-1
(10.4) 1997 Nonemployee Director Stock Option Plan.(6)
(10.5) Bridge Loan Term Sheet for Interim Loans Between Hydron Technologies,
Inc and Members of the Board of Directors (filed herewith).
(23.1) Consent of DaszkalBolton LLP, Certified Public Accountants (filed
herewith).
(23.2) Consent of Ruden, McClosky Smith Schuster & Russell, P.A. (filed as
part of Exhibit (5)).
(24) Power of Attorney relating to subsequent amendments (included on the
signature page to this Registration Statement).
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(6) Incorporated by reference to the Company's Definitive Proxy Statement on
Schedule 14A for the year ended December 31, 1996.
E-2