As filed with the Securities and Exchange Commission on November 18, 2003
Registration No. 333- 100396
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No.1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MILESTONE SCIENTIFIC INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3666899
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
220 South Orange Avenue
Livingston Corporate Park
Livingston, New Jersey 07039
(973) 535-2717
(Address, including zip code, and telephone number, including area code, of
registrant's executive offices)
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LEONARD OSSER
President and Chief Executive Officer
220 South Orange Avenue
Livingston Corporate Park
Livingston, New Jersey 07039
(973) 535-2717
(Name, address, including zip code, and telephone number, including area code of
agent for service)
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Copies to:
Stephen A. Zelnick, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
(212) 838-8040
(212) 838-9190 (Facsimile)
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are to be 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, as amended (the "Securities Act"), 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 the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering |_|
If this form is a 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. |_|
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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Exhibits and Financial Statement Schedules
Exhibit
No. Description
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4.1 Letter dated March 28, 2002, regarding the issuance of 187,500
units to Design Centre Incorporated.*
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP**
23.1 Consent of J. H. Cohn LLP**
23.2 Consent of J. H. Cohn LLP, dated November 18, 2003
23.3 Consent of Grant Thornton LLP**
23.4 Consent of Morse, Zelnick, Rose & Lander, LLP (included in
Exhibit 5.1)**
24 Power of Attorney (included on signature page)
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*Previously Filed as an exhibit to our 2001 Form 10-KSB
** Previously Filed as an exhibit to the original Registration Statement on Form
S-3, dated October 7, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant,
Milestone Scientific Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on this
18th day of November, 2003.
MILESTONE SCIENTIFIC INC.
By: /s/ Leonard Osser
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Leonard Osser,
Chairman and Chief Executive
Officer
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear
below, constitute and appoint Leonard Osser and Stephen A. Zelnick, and each of
them, as their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their names, places, steads, in
any and all capacities, to sign this Registration Statement to be filed with the
Securities and Exchange Commission and any and all amendments (including
post-effective amendments) to this Registration Statement, and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, 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 they might or could do in person, thereby 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
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 18th day of November, 2003.
Signature Title
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/s/Leonard Osser Chairman of the Board of Directors and
-------------------------- Chief Executive Officer
Leonard Osser
/s/ Thomas M. Stuckey Vice President and Chief Financial Officer
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Thomas M. Stuckey
/s/ Leonard Schiller Director
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Leonard Schiller
/s/ Paul Gregory Director
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Paul Gregory
by:/s/Stephen A. Zelnick
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Attorney-in-fact