As filed with the Securities and Exchange Commission on November 30, 2004
Registration No. 333-120411
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
- ----------------------------------------------------------------- -----------------------------------------------------------------
TREASURE MOUNTAIN HOLDINGS, INC. VYTERIS HOLDINGS, INC.
(Name of small business issuer as specified in its charter) (Name of small business issuer as specified in its charter)
Nevada 84-1394211 Delaware Applied For
(State or 2834 (I.R.S. Employer (State or 2834 (I.R.S. Employer
jurisdiction of (Primary Standard Identification no.) jurisdiction of (Primary Standard Identification no.)
incorporation Industrial Classification incorporation Industrial Classification
or organization) Code Number) or organization) Code Number)
13-01 Pollitt Drive 13-01 Pollitt Drive
Fair Lawn, New Jersey 07410 Fair Lawn, New Jersey 07410
201-703-2299 201-703-2299
(Address and telephone number of (Address and telephone number of
principal executive offices) principal executive offices)
13-01 Pollitt Drive 13-01 Pollitt Drive
Fair Lawn, New Jersey 07410 Fair Lawn, New Jersey 07410
(Address of (Address of
principal place of business or principal place of business or
intended principal place of business) intended principal place of business)
- ----------------------------------------------------------------- -----------------------------------------------------------------
Mr. Michael McGuinness
Chief Financial Officer
Treasure Mountain Holdings, Inc.
13-01 Pollitt Drive
Fair Lawn, New Jersey 07410
201-703-2299
(Name, address and telephone number
of agent for service)
with a copy to
Peter H. Ehrenberg, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
--------------
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
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 this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration 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 OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Registration Statement
on Form SB-2 (No. 333-120411) initially filed with the Securities and Exchange
Commission on November 12, 2004 (the "REGISTRATION STATEMENT") by each of
Treasure Mountain Holdings, Inc. and Vyteris Holdings, Inc., relating to the
registration of (i) shares of Treasure Mountain Holdings common stock that may
be offered for resale by the selling stockholders named therein and their
transferees and (ii) shares of Vyteris Holdings common stock that may be offered
for resale by such selling stockholders and transferees after our
reincorporation merger is effected, in lieu of the resale of Treasure Mountain
shares which would then no longer be outstanding. Terms not otherwise defined
herein shall have the meanings ascribed to them in the Registration Statement.
The sole purpose of this Amendment No. 1 is to amend Item 27.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
VYTERIS HOLDINGS, INC. (DELAWARE)
Under Section 145 of the Delaware General Corporation Law (DGCL), a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances and subject to certain limitations against certain
costs and expenses, including attorneys' fees actually and reasonably incurred
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party by reason of
his being a director or officer of the corporation if it is determined that he
acted in good faith and in a manner he believed to be in (or not opposed to) the
interests of the corporation, and, in the case of a criminal proceeding, he had
no reason to believe his conduct was unlawful. Our certificate of incorporation
provides that we will indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that he is or was a director or officer
of ours, or is or was serving at our request as a director, officer, employee,
manager or agent of another entity, against certain liabilities, costs and
expenses. It further permits us to maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of ours, or is or was
serving at our request as a director, officer, employee or agent of another
entity against any liability asserted against such person and incurred by such
person in any such capacity or arising out of his status as such, whether or not
we would have the power to indemnify such person against such liability under
the DGCL.
Section 102(b)(7) of the DGCL permits a corporation, in its certificate
of incorporation, to limit or eliminate, subject to certain statutory
limitations, the personal liability of directors to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty, as a director
except for liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the DGCL, or (d) for any transaction from which the director
derived an improper personal benefit.
Our Certificate of Incorporation contains the following provision
regarding limitation of liability of our directors and officers:
"A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; PROVIDED, HOWEVER, that this provision
shall not eliminate or limit the liability of a director to the extent
that such elimination or limitation is expressly prohibited by the
Delaware General Corporation Law as in effect at the time of the alleged
breach of duty by such director."
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TREASURE MOUNTAIN HOLDINGS (NEVADA)
The Nevada Corporation Code grants to Treasure Mountain Holdings the
power to indemnify the officers and directors of Treasure Mountain Holdings,
under certain circumstances and subject to certain conditions and limitations as
stated therein, against all expenses and liabilities incurred by or imposed upon
them as a result of suits brought against them as such officers and directors if
they act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of Treasure Mountain Holdings and, with respect to
any criminal action or proceeding, have no reasonable cause to believe their
conduct was unlawful.
Article IX of the Treasure Mountain Holdings Certificate of
Incorporation provides as follows:
"To the fullest extent allowed by law, the directors and executive
officers of the Corporation shall be entitled to indemnification from
the Corporation for acts and omissions taking place in connection with
their activities in such capacities."
The registration rights agreement contains provisions pursuant to which
each selling stockholder severally agrees to indemnify us, any person
controlling us within the meaning of Section 15 of the Securities Act of 1933,
or Section 20 of the Securities Exchange Act of 1934, each of our directors, and
each officer of our company who signs this registration statement with respect
to information relating to such selling stockholder furnished in writing to us
by or on behalf of such selling stockholder specifically for inclusion in this
registration statement.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses expected to be
incurred in connection with the issuance and distribution of the securities
being registered:
Item Amount
---- ----------
SEC registration fee......................... $ 5,691
Printing and engraving expenses.............. 20,000
Legal fees and expenses...................... 175,000
Accounting fees and expenses................. 50,000
Transfer agent and registrar fees............ 5,000
Miscellaneous................................ 24,309
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Total...................................... $ 280,000
==========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
During the three years preceding the filing of this registration
statement, Treasure Mountain Holdings sold shares of its capital stock in the
following transactions, each of which was intended to be exempt from the
registration requirements of the Securities Act of 1933 pursuant to Section 4(2)
of that Act:
(1) During the past three years, Treasure Mountain Holdings issued a
total of 2,444,570 shares of its common stock (the equivalent of 244,457 shares
of Vyteris Holdings common stock) to Lane Clissold and
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George Norman, both of whom were directors of Treasure Mountain Holdings at the
time. These shares were issued to reimburse Messrs. Clissold and Norman for cash
payments which were made to Treasure Mountain Capital to sustain Treasure
Mountain Holdings during periods when Treasure Mountain Holdings essentially had
no other sources of capital. The shares were issued in the following years for
the following purposes:
Year Ended Number of Shares Purpose
- ---------- ---------------- -------
December 31,
- ------------
2002 284,570 Repayment of amounts loaned by Messrs.
Clissold and Norman
2002 640,000 Repayment of expenses paid by Messrs.
Clissold and Norman
2002 320,000 Repayment of expenses paid by Messrs.
Clissold and Norman
2003 1,200,000 Repayment of expenses paid by Messrs.
Clissold and Norman
2004 10,000 Reimbursement for services rendered by
Messrs. Clissold and Norman
The stock certificates representing all such shares bore restrictive legends.
(2) On September 29, 2004, a wholly-owned subsidiary of Treasure
Mountain Holdings merged with and into Vyteris, Inc. (the "Merger") pursuant to
a Merger Agreement and Plan of Reorganization, dated as of July 8, 2004, as
amended, by and among Treasure Mountain Holdings, its wholly-owned subsidiary
and Vyteris, Inc. (the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement: (i) each outsanding share of Vyteris' Common Stock was automatically
converted into the right to receive 4.19 shares of Treasure Mountain Holdings
Common Stock, each outstanding share of Vyteris' Series C Convertible Preferred
Stock, was automatically converted into the right to receive one share of
Treasure Mountain's Series B Convertible Preferred Stock, par value $.0001 per
share, and each option and warrant to purchase one or more shares of Vyteris
Common Stock (an "Existing Option" or an "Existing Warrant") has been converted
into an option or warrant to purchase one or more shares of Treasure Mountain
Common Stock (a "New Option" or a "New Warrant"). The number of shares of
Treasure Mountain Common Stock covered by each New Option or New Warrant will
equal the number of shares of Vyteris Common Stock covered by the corresponding
Existing Option or Existing Warrant multiplied by 4.19. The exercise price of
each New Option or New Warrant will equal the exercise price of the
corresponding Existing Option or Existing Warrant divided by 4.19.
Pursuant to the Merger Agreement, Treasure Mountain Holdings issued
45,087,883 shares of its common stock, issued rights certificates ("Common
Rights Certificates") entitling holders to receive an additional 144,454,297
shares of Treasure Mountain common stock and issued rights certificates ("Series
B Rights Certificates") entitling holders to receive 7,500,000 shares of Series
B Preferred Stock. Upon consummation of the reincorporation merger pursuant to
which Treasure Mountain Holdings will merge into Vyteris Holdings, such
45,087,883 shares will convert into 4,508,788 shares of Vyteris Holdings Common
Stock and Vyteris Holdings will issue 14,445,429 shares of common stock to the
holders of the Common Rights Certificates and Vyteris Holdings will issue
7,500,000 shares of Series B Preferred Stock to the holders of the Series B
Rights Certificates.
The shares and rights certificates issued in the Merger were issued in a
private placement of securities exempt from registration under the Securities
Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act..
Treasure Mountain's reliance upon the exemption from registration afforded by
Section 4(2) of the Act is premised on the following (covering all stockholders
of Vyteris immediately prior to the consummation of the Merger):
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o In connection with Vyteris' approval of the Merger Agreement, a
special meeting of Vyteris' stockholders was held. At that time, there were a
total of 18 stockholders of record, consisting solely of five accredited
investors and 13 employees and former employees (excluding employees who are
accredited investors). Such accredited investors owned approximately 99% of the
Vyteris Common Stock outstanding at the time of the special meeting and all of
the Vyteris preferred stock outstanding at the time of the special meeting. Each
of such former stockholders has been advised, among other things, that (i) the
shares of Treasure Mountain capital stock issuable pursuant to the Merger would
not, upon consummation of the Merger, be registered under the Act and may not be
transferred in the absence of registration under the Act or an effective
exemption from the registration requirements of the Act, (ii) the certificates
representing the shares of Treasure Mountain capital stock issuable pursuant to
the Merger would bear a legend referring to such transfer restrictions and (iii)
Treasure Mountain's transfer agent would be instructed to enter stop transfer
notations on its records with respect to the shares of Treasure Mountain capital
stock issuable pursuant to the Merger. At least twenty days prior to such
special meeting, Vyteris delivered to all of its stockholders of record a notice
of meeting and information statement containing detailed information regarding
Vyteris, Treasure Mountain and the Merger.
o Subsequent to the special meeting, seven current and former
employees exercised stock options covering a total of 15,908 shares of Vyteris
common stock. Each of such employees has been advised that (i) the shares of
Treasure Mountain capital stock issuable pursuant to the Merger would not, upon
consummation of the Merger, be registered under the Act and may not be
transferred in the absence of registration under the Act or an effective
exemption from the registration requirements of the Act, (ii) the certificates
representing the shares of Treasure Mountain capital stock issuable pursuant to
the Merger would bear a legend referring to such transfer restrictions and (iii)
Treasure Mountain's transfer agent would be instructed to enter stop transfer
notations on its records with respect to the shares of Treasure Mountain capital
stock issuable pursuant to the Merger.
o Subsequent to the special meeting, Vyteris issued a total of
8,497,500 hares of Vyteris Common Stock to the former holders of Bridge Notes
issued during 2004. Each of such holders is an accredited investor. Each of such
holders was advised, among other things, that (i) the shares of Treasure
Mountain capital stock issuable pursuant to the Merger would not, upon
consummation of the Merger, be registered under the Act and may not be
transferred in the absence of registration under the Act or an effective
exemption from the registration requirements of the Act, (ii) the certificates
representing the shares of Treasure Mountain capital stock issuable pursuant to
the Merger would bear a legend referring to such transfer restrictions and (iii)
Treasure Mountain's transfer agent would be instructed to enter stop transfer
notations on its records with respect to the shares of Treasure Mountain capital
stock issuable pursuant to the Merger. Such holders also received memoranda
containing detailed information regarding Vyteris, Treasure Mountain and the
Merger.
o Subsequent to the special meeting, Vyteris issued a total of
10,040,076 shares of Vyteris Common Stock and warrants covering an additional
5,020038 shares of Vyteris Common Stock to investors and placement agents in a
private placement of securities (the "Offering") that was consummated
immediately prior to the consummation of the Merger. Each of the investors in
the Offering and each of the placement agents is an accredited investor. Each of
the investors and placement agents executed an agreement in which they
acknowledged, among other things, that (i) the securities issuable pursuant to
the Offering would not, upon consummation of the Offering, be registered under
the Act and may not be transferred in the absence of registration under the Act
or an effective exemption from the registration requirements of the Act, (ii)
the certificates representing the shares of capital stock issuable pursuant to
the Offering would bear a legend referring to such transfer restrictions and
(iii), in the case of the investors, the transfer agent would be instructed
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to enter stop transfer notations on its records with respect to the shares of
capital stock issuable pursuant to the Offering. In connection with providing
such agreements, the investors and placement agents received a memorandum
containing detailed information regarding Vyteris, Treasure Mountain, the
Offering and the Merger.
o Vyteris entered into agreements relating to a working capital
credit facility immediately prior to the consummation of the Merger. In
connection with that facility, Vyteris issued a total of 1,000,000 shares of
Vyteris Common Stock to Spencer Trask Specialty Group, an accredited investor
which was aware of all material aspects of the Offering and the Merger. Spencer
Trask Specialty Group was advised, among other things, that (i) the shares of
Treasure Mountain capital stock issuable pursuant to the Merger would not, upon
consummation of the Merger, be registered under the Act and may not be
transferred in the absence of registration under the Act or an effective
exemption from the registration requirements of the Act, (ii) the certificates
representing the shares of Treasure Mountain capital stock issuable pursuant to
the Merger would bear a legend referring to such transfer restrictions and (iii)
Treasure Mountain's transfer agent would be instructed to enter stop transfer
notations on its records with respect to the shares of Treasure Mountain capital
stock issuable pursuant to the Merger. Spencer Trask Specialty Group received
memoranda containing detailed information regarding Vyteris, Treasure Mountain
and the Merger.
o Similarly, prior to the consummation of the Merger, the holder
of the outstanding Vyteris Series A Convertible Preferred Stock exchanged those
shares for Vyteris Common Stock and warrants. That holder, an accredited
investor, executed an exchange agreement in which it acknowledged that (i) the
shares of Treasure Mountain capital stock issuable pursuant to the Merger would
not, upon consummation of the Merger, be registered under the Act and may not be
transferred in the absence of registration under the Act or an effective
exemption from the registration requirements of the Act, (ii) the certificates
representing the shares of Treasure Mountain capital stock issuable pursuant to
the Merger would bear a legend referring to such transfer restrictions and (iii)
Treasure Mountain's transfer agent would be instructed to enter stop transfer
notations on its records with respect to the shares of Treasure Mountain capital
stock issuable pursuant to the Merger. Such holder had received a copy of the
proxy statement relating to the special meeting containing detailed information
regarding Vyteris, Treasure Mountain and the Merger.
o All communications with Vyteris stockholders regarding the
above-mentioned matters were effected without any general solicitation or public
advertising
ITEM 27. EXHIBITS
2.1 Merger Agreement and Plan of Reorganization, dated as of July 8,
2004, by and among Treasure Mountain Holdings, Inc.("Treasure
Mountain Holdings"), TMH Acquisition Corp. and Vyteris, Inc.
("Vyteris")***
2.2 Amendment No. 1, dated as of September 29, 2004, to the Merger
Agreement and Plan of Reorganization, dated as of July 8, 2004,
by and among Treasure Mountain Holdings, TMH Acquisition Corp.
and Vyteris.***
2.3 Plan of merger merging Treasure Mountain Holdings into Vyteris
Holdings, Inc. ("Vyteris Holdings")***
3.1 Articles of Incorporation, as amended, of Treasure Mountain
Holdings***
3.2 By-laws, as amended, of Treasure Mountain Holdings***
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3.3 Certificate of Incorporation of Vyteris Holdings***
3.4 By-laws, as amended, of Vyteris Holdings***
5.1 Opinion of Lowenstein Sandler PC**
5.2 Opinion of Nevada counsel**
10.1 Employment Agreement between Vyteris, Inc. and Vincent De
Caprio***
10.2 Employment Agreement between Vyteris, Inc. and James Garrison***
10.3 Vyteris Holdings Stock Option Plan***
10.4 Sublease Agreement between Vyteris, Inc. and Becton Dickinson,
dated November 10, 2000***
10.5 License, Development and Distribution Agreement, dated as of
September 20, 2002*(Y)
10.6 License and Development Agreement, dated as of September 27,
2004*(Y)
10.7 Supply Agreement, dated as of September 27, 2004*(Y)
10.8 Registration Rights Agreement, dated as of September 29, 2004***
10.9 Securities Purchase Agreement, dated as of September 28, 2004,
between Vyteris, Inc. and Spencer Trask Specialty Group, LLC***
10.10 Security Agreement, dated as of September 28, 2004***
10.11 Finder's Agreement, dated as of March 31, 2004, between Vyteris,
Inc. and Spencer Trask Ventures, Inc.***
10.12 Right of First Refusal Agreement, dated as of March 31, 2004,
between Vyteris, Inc. and Spencer Trask Ventures, Inc.***
10.13 Placement Agency Agreement, dated as of March 19, 2004, between
Vyteris, Inc. and Spencer Trask Ventures, Inc.***
10.14 Placement Agency Agreement, dated as of June 18, 2004, among
Vyteris, Inc, Spencer Trask Ventures, Inc. and Rodman & Renshaw,
LLC***
10.15 Amendment No. 1, dated July 8, 2004, to Placement Agency
Agreement, dated as of June 18, 2004, among Vyteris, Inc,
Spencer Trask Ventures, Inc. and Rodman & Renshaw, LLC***
10.16 Amendment No. 2, dated September 13, 2004, to Placement Agency
Agreement, dated as of June 18, 2004, among Vyteris, Inc,
Spencer Trask Ventures, Inc. and Rodman & Renshaw, LLC***
21.1 Subsidiaries of Treasure Mountain***
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23.1 Consent of Ernst & Young LLP***
23.2 Consent of Madsen & Associates, CPA's Inc.***
23.3 Consent of Lowenstein Sandler PC (to be included in Exhibit 5.1)
23.4 Consent of Nevada counsel (to be included in Exhibit 5.2)
24.1 Power of Attorney of Treasure Mountain Holdings***
24.2 Power of Attorney of Vyteris Holdings***
* Filed herewith
** To be filed by amendment
*** Previously filed as an exhibit to the Registration Statement on Form
SB-2 (333-120411) filed November 12, 2004
(Y) Portions of this document have been omitted and filed separately with
the SEC pursuant to a request for confidential treatment in accordance
with Rule 406 of the Securities Act.
ITEM 28. UNDERTAKINGS
(a) Each of the undersigned small business issuers hereby undertakes that it
will:
(1) File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change
in the information in the registration statement; and
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in the volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any additional or changed material
information on the plan of distribution;
(2) That, for determining liability under the Securities Act of
1933, treat each such post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering thereof.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
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(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuers pursuant to the foregoing provisions, or
otherwise, the small business issuers have 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 small business issuers of expenses incurred or paid by a
director, officer or controlling person of the small business issuers in the
successful defense of any action, suit or proceeding) is asserted by such a
director, officer or controlling person in connection with the securities being
registered, the small business issuers 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.
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SIGNATURES
In accordance with 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 SB-2 and authorized this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Fair Lawn, State of New Jersey, on
this 30th day of November, 2004.
TREASURE MOUNTAIN HOLDINGS, INC.
By: /s/ Michael McGuinness
----------------------
Michael McGuinness, Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on this 30th day of November, 2004.
Name Capacity
- ---- --------
/s/ Vincent De Caprio President and Chief Executive Officer
- ---------------------
Vincent De Caprio
/s/ Paul Citron* Director
- ---------------
Paul Citron
/s/ Donald F. Farley* Director
- ---------------------
Donald F. Farley
/s/ David Digiacinto* Director
- --------------------
David DiGiacinto
- -------------------- Director
Jack Reich
/s/ Solomon Steiner* Director
- -------------------
Solomon Steiner
/s/ Michael McGuinness Principal Accounting and Financial Officer
- ----------------------
Michael McGuinness
*By: /s/ Michael McGuinness
------------------
Attorney-in-fact
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SIGNATURES
In accordance with 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 SB-2 and authorized this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Fair Lawn, State of New Jersey, on
this 30th day of November, 2004.
VYTERIS HOLDINGS, INC.
By: /s/ Michael McGuinness
----------------------
Michael McGuinness, Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on this 30th day of November, 2004.
Name Capacity
- ---- --------
/s/ Vincent De Caprio President and Chief Executive Officer
- ---------------------
Vincent De Caprio
/s/ Paul Citron* Director
- ---------------
Paul Citron
/s/ Donald F. Farley* Director
- ---------------------
Donald F. Farley
/s/ David Digiacinto* Director
- --------------------
David DiGiacinto
- -------------------- Director
Jack Reich
/s/ Solomon Steiner* Director
- -------------------
Solomon Steiner
/s/ Michael McGuinness Principal Accounting and Financial Officer
- ----------------------
Michael McGuinness
*By: /s/ Michael McGuinness
------------------
Attorney-in-fact
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