SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APPLIED DNA SCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation or Organization)
59-2262718
(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices) (Zip Code)
2002 PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
FOR APPLIED DNA SCIENCES, INC., AS AMENDED 1/8/03
(Full Title of the Plan)
Lawrence Lee
President and Chief Executive Officer
(Name and Address of Agent for Service)
9255 West Sunset Blvd. Suite 805, Los Angeles, CA 90699
310-860-1362
(Telephone Number, Including Area Code, of Agent for Service)
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Calculation of Registration Fee
================================================================================
Proposed amount of Securities to be registered: 2,000,000
Amount of Title of Securities Amount To Be Aggregate Fee
Aggregate To Be Registered Registered(1) Price Per Share(2)
Registration
Common
$130,000 Par Value, $0.0001 2,000,000 $0.065 ***
================================================================================
1 In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee and
benefit plans described herein.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the twenty day average of the high
and low prices reported on the OTC-BB, which was $0.065 per share.
*** This registration fee of $11.96 was paid at the time of the initial
filing. This is an amendment of the S-8 filed on November 18, 2002.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Applied DNA Sciences, Inc., formerly known as ProHealth Medical Technologies,
Inc. (the Company, we, us or the Registrant) has previously registered total of
2,000,000 shares of its Common Stock to professionals, employees and consultants
("Participants" or "recipients") for service including legal, administrative,
marketing, introductory, recruiting and other consulting services. The issuance
of shares was made pursuant to the "2002 Professional/Consultant Stock
Compensation Plan" ("the PEC Plan") adopted by the Board of Directors on or
about November 5, 2002. On January 8, 2002, the Board elected to modify the PEC
Plan to cover not only compensation shares, but also incentive stock options for
eligible individuals under the Plan. The number or shares will remain the same,
however up to 500,000 of the 2,000,000 shares have been allocated for the
exercise of up to 500,000 APDN Stock Options at an exercise price of $1.00 per
share. A copy of the revised Plan has been distributed to all eligible
individuals or entities to date, and will be distributed to new eligible
individuals as necessary. The Plan is not qualified under ERISA, nor is this
Plan qualified under Section 401(a) of the Internal Revenue Code.
Except for affiliates that receive shares or options under this Plan, there are
no ongoing reporting obligations of Professionals, Employees or Consultants, nor
are there any ongoing contributions from the Registrant. When affiliates are
eligible recipients or Participants in the Plan, such affiliates will be
required to file a Form 4 with the SEC disclosing acquisitions and/or
dispositions of stock or options.
The purpose of this Registration of securities on Form S-8, as amended, is to
compensate individuals and/or entities that have performed and continue to
perform services to the Registrant, and to provide incentive stock options to
eligible recipients. The Board has authorized this registration statement and
has written the amended Plan to satisfy present and future compensation
obligations and incentives to professionals, employees and consultants. This
registration statement is limited to 2,000,000 shares. The individuals or
entities that are eligible for shares and/or options under the Plan have
performed, or will perform in the future, services or activities for which
shares may be issued under a Form S-8. Such individuals or entities may contact
Lawrence Lee, the Plan Administrator and Director of the Registrant, with any
questions at 310-860-1362.
In addition to publishing the amended Plan, this Prospectus is being used in
connection with the offering from time to time by certain shareholders of
Applied DNA Sciences, Inc. ("Selling Shareholders") or their successors in
interest of shares of the Common Stock ($.0001 par value) of Applied DNA
Sciences, Inc. ("Common Stock") which will be issued as compensation to certain
consultants of the Company.
The Common Stock may be sold from time to time by the Selling Shareholder or by
pledgees, donees, transferees, or other successors in interest. Such sales may
be made in the over-the-counter market or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Common Stock may be sold by one or more of the
following: (a) a block trade 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; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases. In effecting sales, brokers, or dealers engaged
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by the Selling Shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Shareholders 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 of 1933, as
amended (the "Act") in connection with such sales. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus. Applied DNA
Sciences, Inc. will not receive any of the proceeds from the sale of these
shares, although it has paid the expenses of preparing this Prospectus and the
related Registration Statement.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________
The sale price of Applied DNA Sciences, Inc. Common Stock as reported by the
OTC-Bulletin Board on the date of the initial registration statement as filed on
November 18, 2002 was $0.065 per share.
___________________
The date of this Prospectus is January 8, 2003
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION
OR TO MAKE REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES OR IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 under the Securities
Act with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits and
schedules thereto on file with the commission pursuant to the Securities Act
and the rules and regulations of the Commission thereunder. For further
information with respect to the Company and its Common Stock, reference is made
to the Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any agreement or other
document filed as an exhibit to the Registration Statement are not necessarily
complete, and in each instance reference is made to the copy of such agreement
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.
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The Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
annual and quarterly reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary
Plaza, Washington, D.C. 20549, as well as at the Commission's Regional Office at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained at prescribed rates from the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. Information concerning the operation of the Public
Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The
Commission maintains an Internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and all
of the information that has been or may be incorporated by reference in this
Prospectus but is not delivered with this Prospectus (other than exhibits to
such information unless such exhibits are incorporated by reference in this
Prospectus). Such requests may be mailed to Applied DNA Sciences, Inc., 9255
West Sunset Blvd. Suite 805, Los Angeles, CA 90699 or may be made by telephone
to Mr. Lee.
ITEM 2. REGISTRANT INFORMATION.
In addition to receiving a copy of the revised Plan, each eligible individual or
entity shall have access, upon oral or written request, to any documentation
regarding the revised Plan that may not be included in this Registration
Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:
(a) The Company's most recent annual report, filed on Form 10-KSB for the fiscal
year 2001, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act), which report contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed. The description of the Company's Common Stock is contained in the
annual report incorporated by reference herein.
(b) The Company's recent quarterly reports, filed on Form 10-QSB.
(c) The Company's 8-K filed on 11/20/02 and 8-K/A filed on 12/24/02, which
contains biographies of Management, a description of the Company's business,
Financial Statements, Pro Forma Financial Information and Exhibits.
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ITEM 4. DESCRIPTION OF SECURITIES.
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the number
of shares of Common Stock owned by the Selling Shareholders, the number of
shares of Common Stock to be offered by the Selling Shareholders and the number
of shares of Common Stock the Selling Shareholders will own after the completion
of this offering.
Name of Selling Shareholders(*) Beneficial Shares being sold in Percentage Percentage
Ownership of this Offering as of After
Unrestricted Shares 11/18/02(2) offering
Prior to Offering of
Shares(1)
Lawrence Lee
President, CEO, Director 160,000(3) 160,000 .72% 0%
Rick Langley 160,000(3) 160,000 0.72% 0%
Jaime Cardona, Secretary 60,000 60,000 .27 % 0%
Michael Hill, CFO, VP of Business
Development and Director 125,000 125,000 .56 % 0%
Andrea Cataneo 60,000 60,000 .27.% .0%
1. This total includes unrestricted shares only, and these shares were
authorized by the Board upon the registration statement being filed on
November 18, 2002.
2. Based upon 22,096,640 shares of Common Stock issued and outstanding as
of December 31, 2002.
3. Lawrence Lee and Rick Langley are beneficial holders of restricted
shares. Lawrence Lee and RHL Management, Inc., of which Rick Langley
is President and in constructive control, received 4,820,000 and
5,320,000 shares respectively as part of a reorganization with
ProHealth Medical Technologies, Inc.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees or
agents against certain liabilities and expenses, which they may incur as
directors, officers, employees, or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be ultimately found not to
be entitled to indemnification under the Section. Indemnification may be
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provided even though the person to be indemnified is no longer a director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes the Company to obtain insurance on behalf of any such director,
officer, employee or agent against liabilities, whether or not the Company would
have the power to indemnify such person against such liabilities under the
provisions of Section 78.7502.
Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to
certain conditions, the Company may make other or further indemnification or
advancement of expenses of any of its directors, officers, employees or agents.
Because neither the Articles of Incorporation, as amended, or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification and despite a contrary determination by the Board of Directors
or its shareholders in a specific case, a director, officer, employee or agent
of the Company who is or was a party to a proceeding may apply to a court of
competent jurisdiction for indemnification or advancement of expenses or both,
and the court may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or advancement of
expenses if it determines that the petitioner is entitled to mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis pursuant to Section 78.7502 or because the court determines that the
petitioner is fairly and reasonably entitled to indemnification or advancement
of expenses or both in view of all the relevant circumstances.
ARTICLES OF INCORPORATION AND BY-LAWS
-------------------------------------
Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise or
persons who have served by the request of the Company in such capacities in any
other enterprise to the full extent permitted by the laws of the State of
Nevada.
INDEMNITY AGREEMENTS
--------------------
To induce and encourage highly experienced and capable persons to
serve as directors and officers, our Company has entered into an Indemnity
Agreement with each director and officer presently serving the Company and will
provide the same agreement to future directors and officers as well as certain
agents and employees. The Agreement provides that we shall indemnify the
director and/or officer, or other person, when he or she is a party to, or
threatened to be made a party to, a proceeding by, or in the name of, the
Company. Expenses incurred by the indemnified person in any proceeding are to be
paid to the fullest extent permitted by applicable law. The Agreement may at
some time require the Company to pay out funds that might otherwise be utilized
to further the Company's business objectives, thereby reducing our ability to
carry out our projected business plans.
SEC POSITION ON INDEMNIFICATION FOR SECURITY ACT LIABILITY
----------------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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, as amended, and is, therefore, unenforceable. If a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
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proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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 of whether such
indemnification by it is against public policy expressed in the Securities Act
of 1933, as amended, and will be governed by the final adjudication of such
issue.
OFFICERS AND DIRECTORS LIABILITY INSURANCE
------------------------------------------
At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance. Our intention, however, is to obtain such insurance
within the fiscal year.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibits.
Copies of the following documents are included as exhibits to this registration
statement pursuant to Item 601 of regulation S-B.
SEC
Exhibit
No. Description
-----------------------------------------------------------------------
3.01 Articles of Incorporation.*
3.02 Bylaws.*
5.01 Letter opinion, including consent of Law Office of Andrea Cataneo Ltd.
regarding legality of Common Stock to be issued Pursuant to the 2002
Professional/Employee/Consultant Stock Compensation Plan, as amended
1/8/03
10.9 2002 Professional/Employee/Consultant Stock Compensation Plan, as
amended 1/8/03.
23.01 Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion in
Exhibit 5.1).
23.02 Consent of Russell Bedford Stefanou Mirchandani LLP, Certified Public
Accountants, 1360 Beverly Road Suite 305 McLean, VA 22101-3621
* Filed previously
ITEM 9. 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 to include any material
information with respect to the plan of distribution not previously disclosed in
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the registration statement or any material change to such information 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) Insofar 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 foregoing provisions, 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 Act 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 such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on this 7th day of
November, 2002.
APPLIED DNA SCIENCES, INC.
By: ---------------------------
Lawrence Lee, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Lawrence Lee, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
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(including post-effective amendments) to this Registration Statement on Form
S-8, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.
SIGNATURES DATE January 8, 2003
_______________
Lawrence Lee, President, CEO and Director
________________
Michael Hill, CFO and Director
________________
Jaime Cardona, Secretary and Plan Administrator
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