AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2003
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
INTERPHARM HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3679659
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
69 MALL DRIVE
COMMACK, NEW YORK 11725
631-543-2800
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
INTERPHARM HOLDINGS, INC. 2000 FLEXIBLE STOCK PLAN
(FULL TITLE OF THE PLAN)
MUNISH K. RAMETRA, ESQ.
INTERPHARM HOLDINGS, INC.
69 MALL DRIVE
COMMACK, NEW YORK 11725
(631) 543-2800
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
DARREN L. OFSINK, ESQ.
GUZOV OFSINK, LLC
600 MADISON AVENUE, 22ND FLOOR
NEW YORK, NEW YORK 10022
(212) 371-8008
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE OFFERING PRICE PER GGREGATE OFFERING REGISTRATION FEE(2)
REGISTERED SHARE(2) PRICE(2)
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED (1)
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$.01 par value per share Common Stock 1,978,300 $7.865 $15,559,329.50 $1,384.78
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(1) Includes an indeterminate number of additional shares that may be issued
to adjust the number of shares issued pursuant to the employee benefit
plan described herein as the result of any future stock split, stock
dividend or similar adjustment of Interpharm's outstanding common stock.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating
amount of registration fee, based upon the average of the high and low
prices reported on August 4, 2003, as reported on the American Stock
Exchange.
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EXPLANATORY NOTE
Interpharm Holdings, Inc. (formerly known as Atec Group, Inc.,
"Interpharm") is filing this registration statement on Form S-8 to register (i)
1,953,300 of its $.01 par value per shares common stock authorized for issuance
under the Atec Group, Inc. 2000 Flexible Stock Plan, now known as the Interpharm
Holdings, Inc. 2000 Flexible Stock Plan (the "Plan") and 25,0000 shares of
common stock authorized for issuance pursuant to an option granted to
Interpharm's former counsel. The Plan was approved by Interpharm Holdings,
Inc.'s shareholders at its annual meeting on January 9, 2001. The Plan provides
for the issuance of stock options for the purchase of 10,000,000 shares of
Interpharm Holdings Inc.'s Common Stock plus an annual increase, effective on
the first day of each calendar year, equal to 10% of the number of outstanding
shares of Common Stock as of the first day of each calendar year, but in no
event more than 20,000,000 shares in the aggregate.
On May 30, 2003, Atec Group, Inc. completed a sale of its computer
operations to Baar Group, Inc., which also assumed substantially all of Atec's
liabilities. The owners of Baar are the following former members of Atec's
management: Ashok Rametra, Balwinder Singh Bathla, Rajnish Rametra, and Arvin
Gulati. Ashok Rametra and Rajnish Rametra are brothers of Surinder Rametra,
Atec's former Chairman, a current Interpharm Director and Interpharm's Director
of Business Development.
On the same day, Atec also completed the previously announced
acquisition of all the capital stock of Interpharm, Inc., a New York
corporation, making it a wholly owned subsidiary, and changed its name to
Interpharm Holdings, Inc. Interpharm, Inc. is in the business of developing,
manufacturing, and distributing generic pharmaceutical products in the United
States. Interpharm, Inc. currently markets 20 products, representing various
dosage strengths for 11 distinct drugs that it manufactures. Interpharm, Inc.
markets its products primarily to wholesalers and drug distributors principally
through its internal sales staff as well as independent sales representatives
The previous owners of the Interpharm, Inc. capital stock are Raj
Sutaria, Mona Rametra, Ravi Sutaria, and Perry Sutaria. Mona Rametra is the
daughter-in-law of Surinder Rametra. Mona Rametra is also the daughter of Dr.
Maganlal K. Sutaria, the current Chairman of the Board of Directors of
Interpharm. Although Dr. Sutaria did not own any Interpharm, Inc. stock, his
other two children (i.e. Mona Rametra's brothers) and his nephew, Ravi Sutaria,
owned the balance of Interpharm, Inc.'s common stock. Ravi Sutaria is the son of
Bhupatlal K. Sutaria, the Company's President and a member of its Board of
Directors.
In consideration for the sale of the Atec computer operations to
Baar, the Company received proceeds of approximately $2.7 million, and Baar
assumed approximately $2.6 million in liabilities. The proceeds consisted of
promissory notes in the aggregate amount of $1.75 million and cash of
approximately $.9 million. This figure is based upon a base purchase price of
$4,278,184, less $569,332 in closing adjustments
In exchange for the capital stock of Interpharm, Inc., its former
shareholders received 6,151,178 shares of Interpharm Holdings, Inc. Common Stock
and 2,050,393 shares of its Series K Convertible Preferred Stock. A complete
description of the Series K Stock may be found in Atec's definitive proxy
materials filed with the Securities and Exchange Commission (the "SEC") on May
2, 2003.
A complete description of the terms of the Baar transaction and the
acquisition of Interpharm, Inc., are contained in the Company proxy materials
filed with the SEC on May 2, 2003, and the Baar and Interpharm, Inc. agreements
annexed thereto.
Of the 1,953,300 Plan shares being registered 1,150,000 are to be issued
pursuant to the exercise of options held by four individuals. These four
individuals have agreements with Interpharm Holdings, Inc. which allow them to
sell no more than a combined total of 85,000 shares per calendar month.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
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The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended as of the date of
this Registration Statement (the "Securities Act"). Such documents are not
required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
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Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Interpharm Holdings, Inc. 2000 Flexible Stock
Plan are available without charge by contacting:
Munish K. Rametra, Esq.
General Counsel
Interpharm Holdings, Inc.
69 Mall Drive
Commack, New York 11725
(631) 543-2800
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents are hereby incorporated by reference into
this registration statement:
(a) Atec Group Inc.'s Amended Annual Report on Form 10-K for the
fiscal year ended June 30, 2002, filed with the Commission on February 11, 2003,
which contains audited consolidated financial statements for the most recent
fiscal year for which such statements have been filed.
(b) Interpharm Holdings, Inc.'s Amended Form 8-K dated August 7,
2003, filed with the Commission on August 7, 2003;
(c) Atec's Definitive Proxy Statement dated May 1, 2003, filed with
the Commission on May 2, 2003 2002.
(d) Atec's Form 10-Q for the quarter ended March 31, 2003 filed with
the Commission on May 14, 2003.
(e) Atec's Amended Form 10-Q for the quarter ended December 31, 2002
filed with the Commission on May 2, 2003.
(f) Atec's Form 10-Q for the quarter ended September 30, 2002 filed
with the Commission on November 6, 2002.
(g) All other reports filed by Atec or Interpharm pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Amended Annual Report on
Form 10-K referred to in paragraph (a) above.
(h) The description of Interpharm's common stock, which is contained
in a registration statement filed on Form S-3 with the Commission on June 29,
2001, registration number 333-64198.
In addition, all documents subsequently filed by Interpharm pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The validity of the Interpharm common stock that may be offered under
the Plan will be passed upon for Interpharm by Guzov Ofsink, LLC, 600 Madison
Avenue, 22nd Floor, New York, New York 10022. One of the members of Guzov
Ofsink, LLC holds a warrant to purchase 50,000 shares of Interpharm common stock
at $0.682 per share.
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ITEM 8. EXHIBITS.
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Exhibit Description
Number
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5.1 Opinion of Guzov Ofsink, LLC regarding legality of securities
being registered
23.1 Consent of Weinick Sanders Leventhal & Co., LLP, Independent
Auditors
23.2 Consent of Guzov Ofsink, LLC (included in Exhibit 5.1)
23.3 Consent of Marcum & Kleigman LLP, Independent Auditors
99.1 Interpharm Holdings, Inc. 2000 Flexible Stock Plan (included as
Appendix B to the Atec Group, Inc. proxy materials filed with the
Commission on December 5, 2000 and incorporated herein by
reference).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hauppauge, State of New York, on this 7th day of
August, 2003.
INTERPHARM HOLDINGS, INC.
By: /S/ MAGANLAL K. SUTARIA
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Dr. Maganlal K. Sutaria
Chief Executive Officer
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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 date indicated.
/S/ DR. MAGANLAL K. SUTARIA August 7, 2003
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Chief Executive Officer and
Director
/S/ JAMES CHARLES August 7, 2003
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Chief Financial Officer
/S/ SURINDER RAMETRA August 7, 2003
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Director
/S/ BHUPATLAL K. SUTARIA August 7, 2003
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President and Director
/S/ STEWART BENJAMIN August 7, 2003
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Director
/S/ PRAVEEN BHUTANI August 7, 2003
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Director
/S/ DAVID REBACK August 7, 2003
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Director
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