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Avitar Inc/DE – ‘S-8 POS’ on 6/2/97

As of: Monday, 6/2/97 · Effective: 6/2/97 · Accession #: 943763-97-38 · File #: 333-26787

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/02/97  Avitar Inc/DE                     S-8 POS     6/02/97    3:58K                                    Dolgenos Newman … LLP/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post Effective Amendment No. 1                        19     85K 
 2: EX-5        Exhibit 5.1                                            3      9K 
 3: EX-23       Exhibit 23.1                                           2      6K

S-8 POS — Post Effective Amendment No. 1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Dependence on Key Clients and Psychiatric Review Service Area Governmental Regulation History of Losses Increasing Competition Plan of Distribution Risk Factors Selling Stockholders Uncertainties from Health Care Reform and Evolving Industry Use of Proceeds
1	1st Page - Filing Submission
5	Risk Factors
"	History of Losses
8	Uncertainties from Health Care Reform and Evolving Industry
"	Dependence on Key Clients and Psychiatric Review Service Area
9	Increasing Competition
10	Governmental Regulation
14	Use of Proceeds
"	Selling Stockholders
15	Plan of Distribution

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As filed with the Securities and Exchange Commission on May 30, 1997          
                                              Registration No. 333-26787

------------------------------------------------------------------------------  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------

AVITAR, INC.
(Exact name of registrant as specified in its charter)

Delaware                                      06-1174053      
(State or other jurisdiction of        (I.R.S. Employer Identification        
incorporation or organization)                       Number)                    

------------------------------
65 Dan Road     
Canton, Massachusetts 02021   
(617) 821-2440
(Address of Principal Executive Office) 

  Avitar Stock Based Compensation Plan
   ---------------------------------------------
(Full Title of the Plan)

 PETER P. PHILDIUS
65 Dan Street 
Canton, Massachusetts 02021   
(Name and Address of Agent for Service) 

Copies to: EUGENE M. CRONIN, ESQ. 
DOLGENOS NEWMAN & CRONIN LLP
NEW YORK, NEW YORK 10012
(212) 925-2800

S-8 POS 2nd Page of 19 TOC 1st Previous Next ↓Bottom Just 2nd
REOFFER PROSPECTUS

AVITAR, INC.

550,000 Shares of Common Stock

     This  Reoffer  Prospectus  relates to an  offering  by  certain  employees,
officers  and  directors  (the  "Selling  Stockholders")  of Avitar,  Inc.  (the
"Company")  of an aggregate of up to 550,000  shares of common  stock,  $.01 par
value,  of the Company (the  "Common  Stock").  The Common Stock was  previously
issued by the Company to the  Selling  Stockholders  pursuant to a  registration
statement  on  Form  S-8,  dated  May 9,  1997,  in  connection  with a  written
compensation  plan  whereby the Selling  Stockholders  are to receive  shares of
Common Stock in lieu of salary .                                                

     The  Common  Stock  may be  offered  from  time  to  time  by  the  Selling
Stockholders  through ordinary  brokerage  transactions in the  over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices.  See "Selling  Stockholders" and "Plan
of Distribution" and "Use of Proceeds."                                         

The Company will not receive any proceeds from the registration of the
Common Stock. See "Use of Proceeds".                                            

The Common Stock is listed on the SmallCap Market of the NASDAQ Stock 
Market, Inc. ("NASDAQ") under the symbol: AVIT. On May 29, 1997, the closing    
sale price of the Common Stock as reported by NASDAQ was $0.50.                 

----------------------

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE 
OF RISK AND SHOULD NOT BE PURCHASED BY INVESTORS
WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS." 
------------------------- 

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
 THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
 SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
        UPON THE ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS.  ANY
 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 The date of this Reoffer Prospectus is May 30, 1997

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 AVAILABLE INFORMATION

         Avitar,   Inc.  (the   "Company")  is  subject  to  the   informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith it files reports,  proxy statements and other
information  with the  Commission.  Such  reports,  proxy  statements  and other
information  can be  inspected  and  copied at the public  reference  facilities
maintained by the Commission at 450 Fifth Street,  N.W., Room 1024,  Washington,
D.C. 20549, and its regional  offices located as follows:  7 World Trade Center,
13th Floor,  New York,  New York 10048;  Northwestern  Atrium  Center,  500 West
Madison Street,  Suite 1400,  Chicago,  Illinois  60661-2511;  and 5757 Wilshire
Boulevard,  Suite 500 East, Los Angeles,  California 90036-3648.  Copies of such
material can also be obtained at prescribed  rates by writing to the  Securities
and Exchange Commission,  Public Reference Section , Washington, D.C. 20549. The
Commission  maintains a Web site that contains  reports,  proxy and  information
statements and other information regarding issuers that file electronically with
the Commission. The address of such site is http://www.sec.gov.                 

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 under the Securities Act of 1933 with respect to the securities offered
by this Reoffer  Prospectus.  As permitted by the rules and  regulations  of the
Commission,  this Reoffer Prospectus does not contain all of the information set
forth in such  Registration  Statement.  Copies of the  Registration  Statement,
including the exhibits to the Registration  Statement and other material that is
not included  herein,  may be inspected,  without charge,  at the offices of the
Commission  referred to above,  or obtained at prescribed  rates from the Public
Reference Section of the Commission at the address set forth above.             

         Statements made in this Reoffer  Prospectus  concerning the contents of
any contract or other  documents are not necessarily  complete.  With respect to
each  contract  or other  document  filed  as an  appendix  to the  Registration
Statement,  reference  is  hereby  made to  that  appendix  for a more  complete
description of the matter involved,  and each such statement is hereby qualified
in its entirety by such reference.                                              

         The Company  will  provide  without  charge to any  registered  warrant
holder or stockholder of the Company, upon their written or oral request, a copy
of the  Company's  Annual  Report on Form 10-KSB,  including  audited  financial
statements for the fiscal year ended  September 30, 1996, and Quarterly  Reports
for periods  thereafter on Form 10-QSB.  Written  requests should be directed to
Jay C. Leatherman,  Jr., Secretary,  Avitar,  Inc., 35 Thorpe Avenue, Suite 101,
Wallingford, Connecticut 06492 and oral requests at (203) 265-3594.             

         The  Company  intends to  furnish  upon  request to the  holders of the
Common Stock,  after the close of each fiscal year,  annual  reports  containing
audited  consolidated   financial  statements  with  a  report  thereon  by  its
independent   auditors.   Quarterly  reports  containing   unaudited   financial
information for the first three quarters of each fiscal year may be furnished by
the Company to the holders of the Common  Stock from time to time or as required
by applicable law.                                                              

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         No  person  has been  authorized  to give any  information  or make any
representation  not contained in this Reoffer  Prospectus in connection with the
matters  referred  to  herein  and,  if  given  or  made,  such  information  or
representation must not be relied upon as having been authorized by the Company.
This Reoffer  Prospectus  does not  constitute  an offer to sell any  securities
other than the registered securities to which it relates, or an offer to sell or
a  solicitation  of an  offer  to buy  any  securities  covered  by the  Reoffer
Prospectus  or by any  person in any  jurisdiction  where  such  offer  would be
unlawful.                                                                       

         The  following  is a summary of certain  information  contained in this
Reoffer  Prospectus  and is  qualified  in its entirety by reference to the more
detailed  information and consolidated  financial statements appearing elsewhere
in this  Reoffer  Prospectus,  other  documents  incorporated  herein and in the
Registration  Statement  of  which  this  Reoffer  Prospectus  is a  part.  Each
prospective  investor is urged to read this Reoffer  Prospectus in its entirety.
The Common Stock offered hereby involves a high degree of risk.                 

         Avitar, Inc. (the "Company") is a holding company that operates through
two subsidiaries: Managed Health Benefits Corporation ("MHB") and Avitar        
Technologies, Inc. ("ATI").                                                     

         MHB is in the business of providing cost containment services to assist
employers and other third party payors in controlling the costs of group medical
and disability benefits.  MHB provides its services to employers and third party
payors  which are  located  nationwide  and  which  incur  the  rising  costs of
healthrelated  services  but  frequently  do not  routinely  control  or closely
monitor the payment,  accuracy or  justification  of these  costs.  The services
provided by MHB primarily consist of (i) psychiatric  utilization  review,  (ii)
psychiatric bill review; and (iii) psychiatric disability case management. As of
May 1997,  MHB  furnished  its  services  to over twenty  companies  such as The
Guardian Life Insurance Company, Chubb LifeAmerica,  ReliaStar, Pioneer National
Life  Insurance  Company,  Allmerica  Property  and Casualty  Company,  American
International Group and John Alden.                                             

         ATI has developed proprietary  biomaterials and processing technologies
that it has applied and intends to continue to apply to a variety of medical and
dental  products.  In proceeding  with the commercial  exploitation  of its core
technologies,  ATI has  established  distribution  agreements with large medical
product  companies  to  market  products  designed,   and/or  licensed,   and/or
manufactured  by ATI. ATI  currently has  marketing  relationships  with medical
firms  including  the Convatec  Division of E.R.  Squibb & Sons,  Inc.,  Smith &
Nephew Richards,  Inc., Medi Bayreuth,  Knoll  Pharmaceutical,  Inc. and Simplex
Medical Systems, Inc.                                                           

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RISK FACTORS

         An  Investment  in shares of Common Stock being offered by this Reoffer
Prospectus  involves  a  material  degree  of  risk.  Accordingly,   prospective
investors should consider  carefully the following risk factors,  in addition to
the  other  information  concerning  the  Company  and  its  business  contained
elsewhere in this Reoffer  Prospectus,  before purchasing shares of Common Stock
offered hereby.                                                                 

         HISTORY OF LOSSES. The Company's Statement of Operations for the fiscal
year ended September 30, 1996 reflects net losses of  ($1,591,250)  and net loss
per share of ($0.28). Each of MHB and ATI has a history of continuing losses. On
a combined basis,  MHB and ATI incurred net losses of  approximately  ($689,000)
for their 1995 fiscal  years.  In addition,  the Company has  continued to incur
significant  operating losses since September 30, 1996. For the six months ended
March 31, 1997, the net loss was ($1,789,266) or net loss per share of ($0.21). 

         There can be no  assurances  that future  revenues of the Company  will
increase  or that its  operations  will ever be  profitable.  See the  financial
statements  of the Company in the Annual Report on Form 10-KSB and the Quarterly
Report on Form  10-QSB for the period  ended March 31,  1997,  both of which are
incorporated herein by reference.                                               

         GOING CONCERN  OPINIONS  ISSUED BY INDEPENDENT  AUDITORS.  Largely as a
result of the factors  discussed  in  "History  of  Losses",  the reports of the
Company's  independent auditors relating to September 30, 1996 and prior reports
with  respect  to  its  subsidiaries  (year-end)  financial  statements  include
paragraphs  expressing  substantial  doubt  respecting the Company's  ability to
continue as a going concern.                                                    

         WORKING CAPITAL DEFICIENCY;  NEED FOR ADDITIONAL FINANCING. As of March
31, 1997 and  September 30, 1996,  there were working  capital  deficiencies  of
approximately  ($887,000) and ($496,000),  respectively.  As of such dates, cash
and cash equivalents were approximately $95,000 and $371,000,  respectively. The
Company  anticipates that cash, together with the funds expected to be generated
from  operations,  net  proceeds  from recent  offerings of its  securities  and
proceeds  from future  offerings  may be adequate to fund  operations  until the
Company achieves  profitability.  However,  these estimates are based on certain
assumptions  and  there can be no  assurance  that the  Company  will be able to
obtain such financing,  that a sufficient  level of revenues will be attained to
fund operations until such time and that unbudgeted and/or unexpected costs will
not be incurred. Future events, including the problems,  expenses,  difficulties
and delays frequently encountered by similar small companies, as well as changes
in economic,  regulatory or competitive  conditions,  may lead to cost increases
that will make the Company's working capital insufficient to fund its operations
in the  immediate or long-term  future.  If any of the above events  occur,  the
Company may need additional  financing earlier than anticipated and there can be
no assurance that it will be able to obtain such additional financing.          

         SUBSTANTIAL  DILUTION.  Some of the shares of Common  Stock held by the
Company's  present holders of Common Stock were purchased for prices lower (some
significantly) than the prices of some of the shares now being offered. At March
31, 1997,  the Company had a negative net tangible  book value of  approximately
$(0.06) per share.  Based on an assumed public offering price of $0.60 per share
of Common Stock (the current exercise price of the Redeemable                   

S-8 POS 6th Page of 19 TOC 1st Previous Next ↓Bottom Just 6th
Warrants),   a  purchaser  in  this  Offering  will  experience   immediate  and
substantial dilution.                                                           

         CONFLICTS OF INTERESTS; EFFECTS OF CONFLICTS ON NON-AFFILIATES. Holders
of Common  Stock  should be aware of certain  conflicts of interest of Phildius,
Kenyon & Scott  ("PKS") and Messrs.  Phildius and Scott as  executive  officers,
directors  and  principal  stockholders  of the Company.  In addition,  PK&S and
Messrs.  Phildius and Scott have provided  significant  funds to MHB pursuant to
bridge financing.  These conflicts of interests could impact and may continue to
impact the business  decisions of Messrs.  Phildius and Scott  relating to their
employment relationships with the Company and repayment of loans to PK&S.       

         ABILITY TO DIRECT MANAGEMENT. Including convertible Preferred Stock and
options and warrants to acquire  additional shares of the Company's Common Stock
which are  presently  exercisable,  the  Company's  officers and  directors  and
affiliates  beneficially  own,  in  the  aggregate,  approximately  29%  of  the
Company's Common Stock, and may be in a position to control the Company.        

         DIVIDEND POLICY. Since its inception, the Company has not paid any cash
dividend on the Common Stock. The Company intends to retain future earnings,  if
any, to provide funds for the operation of its business and,  accordingly,  does
not  anticipate  paying  cash  dividends  on  Common  Stock  in  the  reasonably
foreseeable future.                                                             

         REGULATION S OFFERINGS.  After exploring  various methods for obtaining
funds to meet its capital requirements, from November 1993 through May 1997, the
Company (and its predecessor,  MHB) completed  placements of 6,724,044 shares of
Common Stock  pursuant to Regulation S promulgated  under the  Securities Act of
1933. Such shares were sold to offshore investors at prices  significantly below
the then prevailing market values thereof.  MHB and the Company  determined that
the  Regulation  S  placements,  which  resulted in  proceeds  of  approximately
$3,297,000 to MHB and the Company (net of placement  expenses),  represented its
then most feasible and practical funding solution. As a result of the Regulation
S placements,  the  pre-Regulation  S stockholders  of MHB suffered  substantial
voting right  dilution.  In connection  with the above-  described  Regulation S
offerings,  an aggregate of  approximately  231,000  warrants were issued to the
placement  agents  engaged for such  offerings,  of which  approximately  69,000
remain outstanding. The remaining warrants granted to such placement agents have
exercise prices  significantly below the market value of Company Common Stock on
the dates of such grants.  The  warrants,  which  expire in 1998 pose  potential
additional dilution to the Company's stockholders.                              

         POTENTIAL   DILUTIVE   EFFECT  OF  OUTSTANDING   WARRANTS,   RESTRICTED
SECURITIES  AND  OPTIONS;  POSSIBLE  IMPACT  ON  FUTURE  FINANCING.   There  are
outstanding a substantial  amount of warrants and options to purchase  Company's
Common  Stock.  While  such  warrants  and  options  are  outstanding,  they may
adversely affect the ability of the Company to obtain  additional equity capital
or debt financing and adversely  affect the market price of the Common Stock. In
addition,  because the  exercise  prices of some of the warrants and options are
below the current market price of the Common Stock, if such warrants and options
were exercised,  additional  substantial dilution to the Company's  stockholders
could eventually result.  Moreover, a significant number of shares of the Common
Stock,  including those issuable upon conversion of Preferred Stock and exercise
of options, will be "restricted  securities" under the Securities Act and may be
sold under the Securities Act under certain circumstances (including the passage
of time) without  registration  pursuant to Rule 144 under the  Securities  Act.
Also,  certain  shares of the  Company's  Common Stock  outstanding  or issuable
pursuant to warrants have been registered pursuant to                           

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demand or piggy-back  registration  rights granted by or assumed by the Company.
The sale or availability for sale of substantial amounts of the Company's Common
Stock or other securities  convertible into Company's Common Stock,  pursuant to
Rule 144,  registration  rights or otherwise,  could adversely affect the market
prices of the outstanding Company's Common Stock and Redeemable Warrants.       

         LOSS OF NASDAQ  LISTING.  In order to qualify for continued  listing on
Nasdaq,  a company must have,  among other things,  at least $2,000,000 in total
assets,  $1,000,000 in capital and surplus,  a public float of 100,000 shares, a
market value of public float equal to $200,000,  two market makers and a minimum
bid price of $1.00 per share of  common  stock.  If an issuer  does not meet the
$1.00 minimum bid price standard,  it may,  however,  remain listed on Nasdaq if
the market value of its public float is at least  $1,000,000  and the issuer has
at least $2,000,000 in equity. Currently, the NASD is considering elimination of
this alternative listing criteria,  however, no final decision has been reached.
There can be no assurance  that the Company will continue to satisfy the listing
criteria.  Nasdaq has no minimum bid price  standard for warrants.  Although the
Company  had,  at  March  31,  1997,  assets  of  approximately   $5,654,000  (a
substantial amount of which is intangible assets), if the Company becomes unable
to meet the  continued  listing  criteria of Nasdaq and is  delisted  therefrom,
trading,  if any, in the  Company's  Common Stock and the  Company's  Redeemable
Warrants,  would thereafter have to be conducted in the over-the-counter  market
in the  so-called  "pink  sheets" or, if  available,  the  "Electronic  Bulletin
Board".  As a result, an investor likely would find it more difficult to dispose
of,  and to  obtain  accurate  quotations  as to  the  value  of  the  Company's
securities and the absence of a more liquid trading market may adversely  affect
the prices thereof.                                                             

         RISKS OF LOW-PRICED  STOCKS. If the Company's  securities were delisted
from  Nasdaq,  they may  become  subject to the "penny  stock"  rules  under the
Exchange  Act,   which  impose   additional   sale  practice   requirements   on
broker-dealers which sell securities to persons other than established customers
and "accredited investors" (generally,  individuals with net worths in excess of
$1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their
spouses).  For  transactions  covered by this Rule, a broker-dealer  must make a
special  suitability  determination for the purchaser and must have received the
purchaser's written consent to the transaction prior to sale. Consequently,  the
Rule may adversely affect the ability and/or  willingness of  broker-dealers  to
sell the Company's securities and may adversely affect the ability of holders to
sell the Company's securities.                                                  

         The Commission has adopted  regulations which define a "penny stock" as
any equity  security  that has a market price (as therein  defined) of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require  the  delivery,  prior to any
transaction in a penny stock, of a disclosure  schedule  prepared by the Company
in accordance  with  guidelines  established by the  Commission  relating to the
penny  stock  market,   including   information   regarding  a   broker-dealer's
obligations  to a customer  under the penny stock rules under the Exchange  Act.
Disclosure must also be made about commissions payable to both the broker-dealer
and the registered  representative  and setting forth current quotations for the
securities.  Finally,  monthly  statements must be sent disclosing recent market
value  information  for the penny stock held in the  account.  If the  foregoing
rules  were  applicable  to the  Company's  securities,  they could make it more
difficult  to trade such  securities  in that  compliance  with such rules could
delay and/or preclude certain trading transactions. As a result, this could have
an adverse effect on the liquidity and/or price of such securities.             

        The foregoing penny stock restrictions will not apply to the Company's

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securities  if such  securities  are (i)  listed on the Nasdaq  National  Market
System or are otherwise  listed on Nasdaq and have price and volume  information
with  respect to  transactions  in such  securities  provided  on a current  and
continuing  basis or (ii) meet certain  minimum net  tangible  assets or average
revenues  criteria.  Although the Company's  securities  currently are generally
exempt from such  restrictions,  there can be no  assurance  that the  Company's
securities  would likely  qualify for exemption from these  restrictions  in the
future.                                                                         

         UNCERTAINTIES  FROM  HEALTH  CARE  REFORM AND  EVOLVING  INDUSTRY.  The
Company is subject to  industry  conditions,  regulatory  changes  and  economic
conditions  affecting the industry in general.  Over the last two years, a large
number of Federal healthcare reform bills have been proposed.  However,  none of
these bills have achieved broad-based  Congressional  support, and the potential
benefits or harms of any further reform legislation cannot be determined at this
time. In addition,  the health care industry is undergoing  substantial  changes
many of which  result from  technological  advances  and  regulatory  efforts to
respond to these developments.  The Company cannot accurately predict the extent
to which future changes in health care costs,  treatment technology and industry
regulations will affect the Company's operations or financial condition.        

         DEPENDENCE  UPON  PERSONNEL.   The  Company  relies  heavily  upon  the
experience  and  abilities of its senior  management  and the loss of any one or
more of such  individuals,  particularly  the Chairman of the Board of Directors
and  Chief  Executive  Officer,  Peter  P.  Phildius,  and the  Company's  Chief
Operating Officer and President,  Douglas W. Scott, would likely have a material
adverse effect on the Company and its financial condition.                      

         BARRIERS TO  TAKEOVER.  The Company is  governed by the  provisions  of
Section  203 of the  Delaware  General  Corporation  Law, an  anti-takeover  law
enacted in 1988.  In general,  the law prohibits a public  Delaware  corporation
from engaging in a "business combination" with an "interested stockholder" for a
period of three  years  after the date of the  transaction  in which the  person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. "Business combination" is defined to include mergers, asset
sales and certain  other  transactions  resulting in a financial  benefit to the
stockholders.  An "interested  stockholder" is defined as a person who, together
with affiliates and associates,  owns (or within the prior three years, did own)
15% or more of a  corporation's  voting stock. As a result of the application of
Section  203,  potential  acquirers  of  the  Company  may be  discouraged  from
attempting  to effect  an  acquisition  transaction  with the  Company,  thereby
possibly depriving holders of the Company's securities of certain  opportunities
to sell or otherwise  dispose of such securities at above market prices pursuant
to such transactions. In addition, in the event of certain changes of control of
the  Company (as  defined in the  Company's  Equity  Plan)  outstanding  options
granted  pursuant  to  the  Company's   Equity  Plan  will  become   immediately
exercisable in full.  Such  acceleration of  exercisability  may also discourage
potential acquirers of the Company.                                             

RISKS RELATING TO MHB'S BUSINESS                                                

         DEPENDENCE ON KEY CLIENTS AND PSYCHIATRIC  REVIEW SERVICE AREA.  During
fiscal year 1996,  MHB's largest  client,  Guardian,  accounted for 22% of MHB's
revenues  in that  year.  During  the first six  months  of  fiscal  year  1997,
ReliaStar  was MHB's largest  client and accounted for 22% of MHB's  revenues in
that six month period. MHB has become highly dependent on its Psychiatric Review
Services business in relationship to the other services it provides.  Therefore,
MHB could be  materially  affected  by adverse  developments  in such  area,  as
compared to a more diversified company. During fiscal year 1996,                

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MHB's second largest client,  Chubb,  accounted for 21% of MHB's revenues during
that year.  As a result,  for fiscal year 1996,  the two largest  clients of MHB
accounted for approximately 43% of MHB's total revenues and 18% of the Company's
total  revenues.  During  the first six months of fiscal  year  1997,  Chubb and
ReliaStar  accounted  for 41% of MHB's total  revenues and 24% of the  Company's
total revenues.  MHB's  arrangements  with Chubb and ReliaStar are terminable at
any time without  liability by such clients.  The Company believes that the loss
of  either  of  these  clients  could  have a  material  adverse  effect  on the
operations and financial condition of MHB. All of the services provided to Chubb
and Guardian were Psychiatric Review Services.                                  

         UNCERTAIN  MARKET FOR MHB'S  SERVICES.  Even if  sufficient  funds were
available  to implement  the  Company's  future  plans for MHB,  there can be no
assurance  that the  Company  will be able to  locate  and  reach  and  maintain
agreements  with  sufficient  purchasers  or users of its services to attain and
sustain  a  profitable  level of  operations.  Correspondingly,  there can be no
assurances that MHB's programs will be successfully marketed and administered or
that MHB's  operations  will ever become or remain  profitable.  See "Increasing
Competition" below.                                                             

         PERFORMANCE-BASED   PRICING.   For  MHB's   principal   service   area,
Psychiatric  Bill Review,  remuneration  is based  primarily  on actual  dollars
recovered by audits of psychiatric hospital bills. MHB is separately  reimbursed
by almost all its Psychiatric  Review  Services  clients for medical records and
physician  review  expenses.  However,  MHB assumes the risk for the  personnel,
systems and administrative  expenses involved in conducting bill reviews with no
assurance of the actual savings and,  therefore,  the actual revenues which will
be generated.  To date, MHB has been successful in achieving  profitable margins
with  performance-based  pricing but there can be no assurance that such margins
will continue to be realized.  Further,  MHB is  experimenting  with alternative
remuneration arrangements, and has established with two customers an arrangement
based on the dollar value of the bills reviewed.  There can be no assurance that
alternative remuneration  arrangements can be implemented with other clients, or
that  such  alternative   approaches  will  be  more  or  less  profitable  than
performance-based pricing.                                                      

         LACK OF  OPERATING  HISTORY;  CHANGES IN MHB.  MHB changed its original
business focus in 1989 from being a preferred  provider  organization  to a cost
containment service  organization.  As such, MHB generally commenced its present
type of  operations  in January  1989 and,  therefore,  has a  somewhat  limited
operating history for such operations.  In addition,  MHB has, over the last few
years, attempted to establish (at significant cost and effort) services, such as
workers'  compensation  injury management and retrospective  Medical Bill Review
conducted in-house, which it subsequently found to be unprofitable. On the other
hand,  while MHB has  established  its  Psychiatric  Bill Review and Utilization
Review Services,  which have recently become both marketable and profitable,  it
has become  increasingly  dependent on such service areas and, as a result, less
diversified.  See  "Dependence  on Key Clients and  Psychiatric  Review  Service
Area".  In light of this  limited  and  evolving  operating  history,  and MHB's
operating losses, the likelihood of the future success of MHB must be considered
in  light of the  problems,  expenses,  difficulties,  risks  and  complications
frequently  encountered  in  connection  with  a  relatively  new  and  changing
business.                                                                       

         INCREASING  COMPETITION.  While the  industry in which MHB  competes is
relatively young, many other companies,  some in related  industries,  presently
provide  services similar to those provided by MHB. Many of these companies have
and/or  will  have  greater  financial,  marketing,   administrative  and  other
resources  than MHB. In an industry and  environment  that is  characterized  by
rapid change, in addition to probable regulatory changes of unknown scope and   

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extent, entities with greater financial wherewithal and other resources than the
Company  will be better  able to adapt to such  changes  and  prosper in such an
environment.  See "Uncertainties  from Health Care Reform and Evolving Industry"
above and "Governmental  Regulation" below.  Moreover, the Company believes that
competition in the health care  cost-containment  industry is likely to increase
as the industry  matures and as more  companies both enter the market and expand
the services which they offer. The Company believes that as the industry matures
price will become an increasingly important competitive factor. As a result, the
revenues  generated from, and the potential  profitability of, certain or all of
MHB's  services  may be  reduced,  possibly  drastically,  as price  competition
intensifies,  and such  reduction  could have a material  adverse  effect on the
business and financial condition of MHB.                                        

         GOVERNMENTAL  REGULATION.  Since  1992,  several  states  have  enacted
legislation  requiring  licensure of  companies  conducting  utilization  review
services.   In  January  1993,  MHB  became  licensed  to  conduct   Psychiatric
Utilization  Review  Services  in the State of  Connecticut  which  license  was
renewed,  most recently in October 1995. MHB intends, to the extent possible, to
renew such license  annually.  MHB believes that a total of 27 states (including
Connecticut) presently regulate the type of utilization and bill review services
conducted by MHB in its Psychiatric  Review Services area. MHB believes that the
nature  and  scope  of its  services  in this  area  should  not  subject  it to
regulation  by any  state  other  than  Connecticut,  the  location  of its only
offices. However, in June 1994, two of MHB's principal clients required that MHB
fulfill  the  licensing  requirements  imposed  by any state  before  performing
services for them in that state. In order to eliminate any perceived risk by any
of its clients,  MHB has applied for  licensure in 24 of the states that require
licensing and has obtained licenses in 21 of such states. MHB has found that the
regulations governing licensure in the remaining three states would prohibit MHB
from using  performance-based  pricing,  which would be unprofitable to MHB and,
therefore,  has opted not to pursue  licenses in such states.  Although the laws
regulating  utilization  management  firms,  like MHB, vary from state to state,
MHB's  experience  has  been  that  the  requirements  for  obtaining  licensure
generally  address  reviewers'  qualifications,  review criteria,  timeliness of
reviews and the appeal process.  Based upon these factors,  the Company believes
that MHB is reasonably  likely to be able to meet the licensure  requirements of
most or all of the  remaining  three  states in which it has not yet  obtained a
desired  license.  There  can be,  however,  no  assurance  that it will  obtain
licenses in each of these states and maintain licenses in such states and/or the
other states in which it presently has licenses,  and the failure to do so could
cause one or both of the  above-mentioned  principal clients of MHB to terminate
or reduce the level of their  relationships  with MHB. In any event, the Company
expects to incur  significant  expenses of time and money in  applying  for such
licenses  and in  maintaining  its status by  complying  with  applicable  state
regulatory requirements.                                                        

         Regulation  of  the  health  care  field  generally  and  the  area  of
costcontainment,  in particular, has been increasing and is evolving.  Stringent
regulation of this service area and/or an increase in  governmental  involvement
which lead to regulation of MHB's other operations  (and/or its customers,  such
as  insurance  companies)  could  have a  material  adverse  effect on MHB,  its
financial  condition and  operations.  In  particular,  MHB's  business could be
materially adversely affected by its failure to obtain any required licenses and
governmental  approvals,  its failure to comply with  applicable  regulations or
significant changes in regulations applicable to its clients. MHB cannot predict
the effect various health care reform proposals  submitted to Congress will have
on  its  business.   Finally,  although  cost-containment  is  not  believed  to
constitute the practice of medicine under any state law, if a state should      

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determine  cost-containment  to  be  the  practice  of  medicine,  any  business
conducted by MHB in that state could be materially adversely affected.          

         MALPRACTICE AND OTHER  LIABILITY.  MHB is not itself  rendering  health
services and,  accordingly,  believes  that it is  ineligible to obtain  medical
malpractice insurance. MHB maintains general liability insurance coverage in the
amount of $1,000,000.  MHB also has professional liability insurance coverage of
up to  $5,000,000  per claim and  $5,000,000 in the  aggregate.  There can be no
assurances  that MHB will not be subject to lawsuits or  proceedings as a result
of its activities, or that any such lawsuits or proceedings will not result in a
recovery  against MHB in excess of its liability  insurance  coverage or involve
matters not  covered by its  insurance  coverage.  While MHB  believes  that its
insurance  coverage is presently  adequate,  there can be no assurances  that it
will  not  incur  losses  in  excess  of such  coverage  or in  connection  with
activities for which it may be uninsured.  In addition,  in providing certain of
its services, MHB may be deemed to have influenced the treatment of patients and
thereby become liable,  in whole or in part, for damages incurred as a result of
patient  mistreatment.  While MHB does not believe that the services it provides
involve  an  aggressive  intervention  in  patient  treatment,  there  can be no
assurances  that MHB would not be found liable for  negatively  influencing  the
treatment of patients and, if so, in substantial amounts.                       

RISKS RELATING TO ATI'S BUSINESS                                                

         INCURRED AND EXPECTED LOSSES;  UNCERTAINTY OF PRODUCT REVENUES. ATI has
incurred  significant  operating  losses for the last several  years,  and it is
expected  that ATI will incur  continued  operating  losses as it  continues  to
change its focus from  providing  product  design and  development  services  to
manufacturing,  marketing and selling products. As ATI shifts its focus, it must
also  increase  its  development  expenditures  for  new  products  and  product
improvements.  No assurance can be given that ATI's existing and future products
will  be  successfully  developed  for  commercialization  or  accepted  by  the
marketplace  or that  sufficient  revenues  will be realized  to support  future
research and development programs. Delays in the realization of product revenues
may  prevent  or   substantially   delay   continuing   research,   development,
manufacturing  and marketing efforts and could have a material adverse effect on
the Company,  particularly if the Company is unable to raise additional  capital
to fund such activities.                                                        

         LIMITED EXPOSURE TO MEDICAL COMMUNITY. In terms of its present business
operations,  ATI is essentially a start-up  entity in a health care climate that
is difficult  even for  established  companies.  To date, the medical and dental
communities have had limited exposure to ATI and its  technologies.  Because the
medical  and  dental   communities  are  skeptical  of  new  companies  and  new
technologies, ATI might be unable to gain access to potential customers in order
to  demonstrate  the  operation  and  possible  efficacy of its  products.  Some
purchasers  might be  reluctant  to  purchase  devices  manufactured  by a small
company,  like ATI , for fear that such  company  will be unable to supply  such
product or to continue in existence  in the future.  Even if ATI gains access to
potential  customers,  no assurance can be given that members of the medical and
dental communities will perceive a need for or accept ATI's products.           

         LACK OF MARKETING EXPERIENCE:  DEPENDENCE ON THIRD-PARTY  DISTRIBUTORS.
ATI has only limited  experience  in the direct  marketing of medical and dental
devices,  and its sales  and  marketing  staff  currently  consists  of only one
employee.  ATI is marketing its products through distribution  arrangements with
established health care companies and has entered into distribution arrangements
with other companies for geographical marketing rights to certain               

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products developed by ATI. In such cases, ATI is substantially  dependent on the
efforts of its  distributors to generate  product revenues for ATI. There can be
no assurance  that such  distributors  will be  successful.  If ATI is unable to
engage  qualified  independent  distributors  or  strategic  partners to sell or
distribute its products,  its market  penetration  will be  restricted,  and its
ability to commercialize its products will correspondingly be restricted, if not
entirely eliminated.                                                            

         EFFECTS OF BREACH OF CONVATEC  AGREEMENTS.  The terms of ATI's  License
and Supply Agreements with Convatec with respect to ATI's Hydrasorb(TM) products
provide that if ATI were to materially breach such agreements, become subject to
a bankruptcy  proceeding  or suspend its  business  operations,  Convatec  would
thereupon have the right to manufacture and sell  Hydrasorb(TM)  products in the
territory  covered by such  agreements  on its own  behalf.  Such an event could
result in ATI having a significant  competitor for its  Hydrasorb(TM)  products,
which  could have a  material  adverse  effect on ATI's  operating  results  and
financial condition.                                                            

         RELIANCE ON LIMITED PRODUCT LINES.  To date,  ATI's sales revenues have
been derived from a limited  number of product  lines,  the  continued  sales of
which cannot be assured.  Although ATI is  attempting  to expand the markets for
its existing product lines and to develop and market additional products,  there
can be no assurance that ATI will be successful in doing so.                    

         POSSIBLE DEMAND DECREASE. The current health care reimbursement climate
as well as the uncertainties caused by the proposed health care reform plans are
imposing great pressures on such providers to defer capital purchases and reduce
the number and variety of inventories that they may have maintained  previously.
It is  possible,  therefore,  that the demand for ATI products may decrease as a
result  of  hospitals  and  other  health  care  providers   streamlining  their
respective  inventories.  Because the medical and dental  communities  are often
skeptical of new  companies  and new  technologies  and  products,  ATI might be
unable to gain access to potential  customers in order to attempt to demonstrate
what ATI believes to be the benefits of its  products.  Even if ATI gains access
to potential customers, no assurance can be given that members of the medical or
dental communities will perceive a need for or accept its products.  Even if ATI
or its product  distributors  are successful in convincing  doctors,  hospitals,
clinics  and  other  potential  users  of ATI's  products  of the  benefits  and
advantages of such products,  these potential users might be unwilling or unable
to commit  funds to the purchase of  Hydrasorb(TM)  or other ATI products due to
institutional constraints.                                                      

         OBSOLESCENCE OF PRODUCTS;  UNCERTAINTIES  ASSOCIATED  WITH  DEVELOPMENT
ACTIVITIES.  It is expected that  technological  developments will continue at a
rapid pace in the medical and dental  products  industries,  and there can be no
assurance that technological  developments will not cause ATI's technologies and
products to be rendered  obsolete.  ATI's future  success will be dependent upon
its ability to be  competitive  in the  development  and  delivery of  effective
medical and dental products. Many companies with substantially greater resources
than ATI are actively engaged in research and development of new products and in
the manufacture and sale of products which compete with ATI's products.  Present
or  future  products  of ATI  could  be  rendered  obsolete  or  obsolescent  by
technological  advances  by others.  Development  activities,  by their  nature,
preclude  definitive  statements as to the time  required and costs  involved in
reaching  certain  objectives.  Due to the limited amount of funds  available to
ATI,  ATI has reduced and may have to  continue  to reduce  product  development
efforts and/or the Company may seek  additional  financing.  In particular,  the
Company has limited funds to acquire  technologies  and equipment  used in ATI's
development activities.                                                         

S-8 POS 13th Page of 19 TOC 1st Previous Next ↓Bottom Just 13th
         DEPENDENCE  UPON SUPPLIERS.  ATI does not have written  agreements with
any of its  suppliers,  and acquires the key  components  for its  Hydrasorb(TM)
wound care from a single supplier. ATI's current supplier of such key components
is the only vendor  presently  meeting  ATI's  qualifications.  The loss of this
supplier would, at a minimum,  require ATI to locate another satisfactory vendor
and/or pay increased costs and experience  disruptive  delays.  If ATI could not
identify a substitute  vendor or establish a commercial  relationship  if such a
vendor is  identified,  ATI may be required to cease further  manufacturing  and
sales of its  Hydrasorb(TM)  products.  Such  cessation  could  have a  material
adverse effect on ATI, its operations and financial condition and could possibly
result in the termination of ATI's business.                                    

         SUBSTANTIAL  REGULATION BY GOVERNMENT AGENCIES.  Many of ATI's products
are subject to  regulation by the Food and Drug  Administration  (the "FDA") and
comparable  agencies in various states and foreign  countries  requiring,  among
other things, pre-market approval or clearance of new medical or dental devices.
In addition,  ATI is subject to inspections by the FDA at all times,  and may be
subject to inspections by state and foreign  agencies.  If the FDA believes that
its legal  requirements  have not been fulfilled,  it has extensive  enforcement
powers,  including the ability to initiate  action to physically  seize products
and/or to enjoin  their  manufacture  and  distribution,  to require  recalls of
certain  types of  products,  and to impose or seek to impose  civil or criminal
sanctions against  individuals or companies.  Such submissions and review by the
FDA could take  several  years,  after which there  could be no  assurance  that
approval  would be  granted.  In February  1994,  as a result of a FDA GMP (Good
Management  Practices) facility  inspection,  ATI received a warning letter from
the FDA regarding certain GMP violations. ATI responded to this letter by taking
necessary  corrective  actions  and  notifying  the  FDA  in  writing  of  these
corrective  steps. The FDA has informed ATI that its subsequent  inspection,  in
December  1994,  confirmed  that  the  corrective  actions  taken  by  ATI  were
satisfactorily implemented.                                                     

         COMPETITION.  The medical and dental products  businesses are intensely
competitive.  Most of  ATI's  present  competitors  have  substantially  greater
financial, marketing,  administrative and other resources and larger development
staffs than ATI and the Company.  In addition,  many of such  competitors sell a
broader range of dental and medical products than ATI and may be less vulnerable
to changes in the market for such  products and changes in regulatory or general
economic conditions.                                                            

         DEPENDENCE ON INTELLECTUAL  PROPERTY;  NO ASSURANCE AS TO PROTECTION OF
INTELLECTUAL PROPERTY. ATI's ability to compete effectively with other companies
will depend,  in part, on its ability to maintain the proprietary  nature of its
technologies.  ATI  intends  to rely  substantially  on  unpatented  proprietary
information  and  know-how,  and there can be no assurance  that others will not
develop such  information and know-how  independently or otherwise obtain access
to ATI's technology. Similarly, there can be no assurance that ATI's proprietary
technology will not infringe  patents or other rights owned by others,  licenses
to which may not be available to ATI. Certain of ATI's  scientific  advisors may
develop   portions  of  ATI's   proprietary   technology  at  their   respective
universities,  and  there can be no  assurance  that the  universities  will not
assert rights to intellectual property arising out of university-based  research
conducted  by ATI's  consultants  or  scientific  advisors.  If ATI is unable to
adequately  safeguard and exploit its methods and  technologies,  its ability to
compete  with other  companies,  a majority  of which  have  greater  financial,
technological,  human and other resources than the Company,  would be materially
adversely affected.                                                             

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         RISK OF PRODUCT  LIABILITY;  LIMITED INSURANCE  COVERAGE.  The testing,
marketing  and sale of  medical  and dental  products  entails a risk of product
liability  claims by consumers and others.  Since June 1990,  ATI has maintained
product  liability  insurance  coverage and currently has such  insurance in the
amount of up to $5,000,000.  This insurance will not cover liabilities caused by
events occurring prior to the time such policy was purchased by ATI, liabilities
caused by events  occurring after such policy is terminated or claims made after
60 days  following  termination  of the policy or in respect of events  excluded
from coverage.  There can be no assurances  that such insurance will continue to
be available at a reasonable cost, if at all, or will be sufficient to cover all
possible  liabilities.  In the event of a successful  suit against ATI,  lack or
insufficiency of insurance coverage would have a material adverse effect on ATI.
Further,  certain  distributors of medical and dental  products  require minimum
product liability  insurance coverage as a condition  precedent to purchasing or
accepting   products  for  distribution.   Failure  to  satisfy  such  insurance
requirements  could impede the ability of ATI to achieve broad  distribution  of
its products which would have a material adverse effect on ATI.                 

USE OF PROCEEDS   

         The Company  will not receive any  proceeds  from the sale of shares of
Common Stock offered hereby.                                                    

SELLING STOCKHOLDERS

         The Selling  Stockholders  are listed below together with the number of
shares now owned by each,  the number of shares to be offered and the percentage
of class to be owned by each after the offering is complete.                    

                                               COMMON STOCK         PERCENTAGE
                               OWNERSHIP OF     THAT COULD BE       OWNERSHIP OF
                                  COMMON      OFFERED FOR SELLING   COMMON STOCK
                               STOCK PRIOR     STOCKHOLDERS'       POST OFFERING
NAME(1)                       TO OFFERING(2)       ACCOUNT              (3)     
-------------------         --------------  -------------------  -------------  

William A. Martin               53,025              28,025              (4)     

Peter P. Phildius            2,005,561             185,000              14.3%   

Douglas W. Scott             1,935,003             185,000              13.7%   

Carl M. Good III               133,075              33,075              (4)     

John McCambridge               142,970              42,970              (4)     

J.C. Leatherman, Jr.            91,325              38,825              (4)     

Jane Freeman                    66,461              33,450              (4)     
        ----------           ---------
Total                                              546,345                      

--------                                                                        
(1) The Selling  Stockholders  are directors  and/or  executive  officers of the
Company or its affiliates.                                                      

(2) Includes all Common Stock issuable upon exercise of outstanding stock       
options or conversion of Preferred Stock                                        

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(3)  Assumes  that all the shares of Common  Stock that could be offered for the
Selling Stockholder's account are actually sold.                                

(4) Less than 1% of the Company's issued and outstanding Common Stock.          
--------                                                                        

PLAN OF DISTRIBUTION

         The Selling Stockholders may offer their respective shares from time to
time in regular brokerage transactions on Nasdaq or to dealers, in private sales
or  negotiated  transactions,  or  otherwise,  at  prices  related  to the  then
prevailing  market  prices.  The Company will not receive any of the proceeds of
the sale of Common Stock by the Selling  Stockholders.  The Company, and not the
Selling  Stockholders,  will pay all applicable  brokerage  commissions or other
costs for sale as may be incurred in the sale of such  securities by issuance of
additional shares of Common Stock to each of the Selling Stockholders.          

 LEGAL MATTERS

         The validity of the Common Stock being  offered  hereby has been passed
upon for the Company by Dolgenos  Newman & Cronin  LLP,  96 Spring  Street,  New
York, New York 10012.                                                           

STATEMENT OF INDEMNIFICATION

         The Company's Certificate of Incorporation, as amended, provides that a
director will not be personally  liable to the Company or its  stockholders  for
monetary  damages  for  the  breach  of his or her  fiduciary  duty of care as a
director, including breaches which constitute gross negligence. By its terms and
in accordance with the Delaware General Corporation Law ("DGCL"),  however, this
provision does not eliminate or limit the liability of a director of the Company
(i)  for  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  DGCL  (relating  to  unlawful  payments  of  dividends  or  unlawful  stock
repurchases or redemptions) or (iv) for any improper benefit.                   

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the  "1933  Act")  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 1933 Act and is, therefore, unenforceable.                     

 EXPERTS

         The consolidated financial statements incorporated by reference in this
Reoffer Prospectus have been audited by BDO Seidman,  LLP, independent certified
public accountants,  to the extent and for the periods set forth in their report
(which contains an explanatory paragraph expressing  substantial doubt about the
Company's  ability  to  continue  as a going  concern)  incorporated  herein  by
reference,  and are incorporated  herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.               

 INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  previously  filed  with the  Commission  are
incorporated herein by reference:                                               

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         (a) The  Company's  Annual  Report on Form  10-KSB  for the year  ended
September 30, 1996.                                           

         (b) The  Company's  Quarterly  Reports on Form 10-QSB for the  quarters
ended December 31, 1996 and March 31, 1997; and               

         (c) In addition to the foregoing,  all documents  subsequently filed by
         the Company  pursuant to Section 13(a),  13(c), 14 and 15(d) of the Act
         (prior to the filing of a post-effective amendment which indicates that
         all securities  offered hereby have been sold or which  deregisters all
         securities  remaining  unsold),  shall be deemed to be  incorporated by
         reference herein and to be a part hereof from the date of the filing of
such reports and documents.                                   

ADDITIONAL INFORMATION

         As of May 30, 1997,  the Company had an aggregate of 30,000,000  shares
of stock  authorized,  of which 25,000,000 shares are Common Stock and 5,000,000
shares are Preferred  Stock.  As of the same date,  12,760,263  shares of Common
Stock were issued and  outstanding  and 817,256  shares of Preferred  Stock were
issued and outstanding.  Further information  concerning the Common Stock of the
Company may be found in the documents incorporated by reference above.          

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No dealer,  salesman or other person                                            
has been authorized to give any information                                     
or to make any  representation  not                                             
contained in this  Prospectus in connection                                     
with  the  offering  made  hereby.                                              
If  given  or  made,  such  information  or                                     
representation must  not  be relied upon                                        
as having                                             AVITAR, INC.              
been authorized by the Company.                                                 
Neither  the delivery of this                                                   
Prospectus nor any sale made hereunder                                          
shall  under  any  circumstances                                                
create  any implication that the                                                
information contained  herein  is                                               
correct  as of any time subsequent                                              
to the date hereof. This  Prospectus                                            
does not  constitute an offer to sell                                           
or a  solicitation  of an offer to buy any                                      
securities  in any  jurisdiction  to any                                        
person to whom it would be  unlawful to                                         
make such an offer or solicitation in such jurisdiction.                        

------------------                                                

TABLE OF CONTENTS                                  COMMON STOCK   

                                                ------------------

      PAGE
Available Information                                                           
Risk Factors                                                                    
Use of Proceeds                                              REOFFER            
Selling Stockholders                                        PROSPECTUS          
Plan of Distribution                                                            
Legal Matters                                                                   
Indemnification                                                                 
Experts                                                                         
Incorporation of Certain  Documents                                             
by Reference                                                                  
Additional Information                                                          
                                                  ------------------

                                                  May 30, 1997

S-8 POS 18th Page of 19 TOC 1st Previous Next ↓Bottom Just 18th
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 Wallingford,  State of Connecticut,  on this 28th day
of May 1997.                                                                    

AVITAR, INC.                                                                    

By:/s/ Peter P. Phildius                                                        
Name:  Peter P. Phildius                                                        
Title: Chief Executive Officer                                                  

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following persons in the capacities and  
on the dates indicated.                                                         

Signature                   Title                                  Date         

/S/ PETER P. PHILDIUS      Chairman of the Board               May 28, 1997     
- ---------------------      and Chief Executive                                
Peter P. Phildius          Officer (Principal                                   
Executive Officer)        

/S/ DOUGLAS W. SCOTT       President and Chief                 May 28, 1997     
- --------------------       Operating Officer;                                 
Douglas W. Scott           Director                                             

/S/ GEORGE WITT, PH.D.     Director                            May 28, 1997     
---------------------                                                           
George Witt, Ph.D.                                                              

/S/ JAMES GROTH            Director                            May 28, 1997     
--------------------                                                            
James Groth                                                                     

/S/ JAY LEATHERMAN         Controller, Secretary,              May 28, 1997     
- ------------------         and Chief Financial and                            
Jay Leatherman             Accounting Officer,                                  
(Principal Accounting     
and Financial Officer)    

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 EXHIBIT INDEX

Exhibit No.                                                                     

5.1      Opinion of Dolgenos Newman & Cronin LLP re legality                    

23.1     Consent of BDO Seidman, LLP                                            

23.2     Consent of Dolgenos Newman & Cronin LLP (contained in the opinion      
filed as Exhibit 5.1)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	6/2/97
	5/30/97	1	17
	5/29/97	2
	5/28/97	18
	5/9/97	2		S-8
	3/31/97	5	16	10QSB
	12/31/96	16		10QSB
	9/30/96	3	16	10KSB, NT 10-K
				List all Filings

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Filing Submission 0000943763-97-000038 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Avitar Inc/DE – ‘S-8 POS’ on 6/2/97

As of: Monday, 6/2/97 · Effective: 6/2/97 · Accession #: 943763-97-38 · File #: 333-26787

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

S-8 POS — Post Effective Amendment No. 1Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

S-8 POS — Post Effective Amendment No. 1
Document Table of Contents