As filed with the Securities and Exchange Commission on July 28, 2006
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
AMS HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1323256
-------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
711 N.E. 39th Street
Oklahoma City, Oklahoma 73105
(405) 842-0131
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Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Jerry W. Grizzle
Chairman, President and Chief Executive Officer
711 N.E. 39th Street
Oklahoma City, Oklahoma 73105
(405) 842-0131
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
COPIES TO:
David J. Ketelsleger Esq.
McAfee & Taft
A Professional Corporation
211 North Robinson, Suite 1000
Oklahoma City, Oklahoma 73102
(405) 235-9621
____________________
Approximate date of commencement of proposed sale of the securities to the
public:
From time to time after the effective date of this registration statement.
____________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If 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 statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
please check the following box. [ ]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered Per Unit Offering Price Registration Fee
----------------------------------------- ------------- ---------------- ----------------- ----------------
Common stock, par value $0.0001 per share 388,014 $0.57 $221,167.98 $23.66
Common stock, par value $0.0001 per share 495,543 $0.57 $282,459.51 $30.22
Common stock, par value $0.0001 per share 250,000 $0.57 $142,500 $15.25
TOTAL 1,133,557 $0.57 $646,127.49 $69.13
Represents 4.99% of the Company's outstanding common stock, which is currently issuable to Laurus Master Fund, Ltd. upon
(i) the exercise of that certain Common Stock Purchase Warrant dated June 28, 2006, and (ii) the conversion of that
certain Secured Convertible Term Note dated June 28, 2005.
Represents shares issuable upon exercise of a warrant to purchase shares of the Company's common stock issued to
Ascendiant Securities, LLC.
Represents 250,000 shares of restricted stock issued to Ascendiant Capital Group, LLC
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the average of
the high and low prices of AMS Health Sciences, Inc. common stock as reported on the American Stock Exchange on July 24,
2006.
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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
1,133,557 Shares
AMS Health Sciences, Inc.
Common Stock
____________________
The selling shareholders described in the section entitled "Selling
Shareholders" beginning on page 3 of this prospectus may offer from time to time
up to an aggregate of 1,133,557 shares of our common stock consisting of shares
of our common stock that may be issued upon exercise of our outstanding
warrants, that may be issued upon conversion of our secured convertible term
note and of shares of our restricted stock. We will not receive any proceeds
from the sale of shares by the selling shareholders.
____________________
Our common stock is quoted on the American Stock Exchange under the symbol
AMM.
For information on the possible methods of sale that may be used by the
selling shareholders, you should refer to the section entitled "Plan of
Distribution" beginning on page 4 of this prospectus.
Our address is 711 N.E. 39th Street, Oklahoma City, Oklahoma 73105 and our
telephone number is (405) 842-0131.
You should read this prospectus and any prospectus supplement carefully
before you invest.
See "Risk Factors" beginning on page 2 for a discussion of matters that you
should consider before investing in these securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
____________________
The date of this prospectus is ____________, 2006.
TABLE OF CONTENTS
About this Prospectus.....................................................i
Where You Can Find More Information.......................................i
Incorporation of Certain Documents by Reference..........................ii
Prospectus Summary........................................................1
Risk Factors..............................................................2
Forward Looking Statements................................................2
Use of Proceeds...........................................................3
Selling Shareholders......................................................3
Plan of Distribution......................................................4
Indemnification of Directors and Officers.................................7
Legal Matters.............................................................7
Experts...................................................................7
____________________
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information contained in this
prospectus is accurate as of any date other than the date on the front cover of
this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You can inspect and copy these reports, proxy
statements and other information at the public reference facilities of the
Commission, at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain
copies of these materials from the public reference section of the Commission at
prescribed rates. Please call the Commission at 1-800-SEC-0330 for further
information on its public reference rooms. The Commission also maintains a web
site that contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
We have filed with the Commission a registration statement and related
exhibits on Form S-3 under the Securities Act of 1933, as amended. This
prospectus, which is a part of the registration statement, omits certain
information contained in the registration statement. Statements made in this
prospectus as to the contents of any contract, agreement or other document are
not necessarily complete. With respect to each contract, agreement or other
document filed as an exhibit to the registration statement, we refer you to that
exhibit for a more complete description of the matter involved, and each
statement is deemed qualified in its entirety to that reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference in this prospectus the
information we file with the Commission. This means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the Commission will automatically update and
supersede this information. We incorporate by reference the following documents
filed with the Commission pursuant to Section 13 and other Sections of the
Securities Exchange Act of 1934, excluding any information furnished and not
filed with our current reports incorporated herein by reference:
o Annual Report on Form 10-KSB for the year ended December 31, 2005
filed April 3, 2006;
o Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006
filed May 15, 2006;
o Current Reports on Form 8-K filed with the Commission January 5, 2006,
January 17, 2006, January 31, 2006, February 16, 2006, March 20, 2006,
April 12, 2006, May 17, 2006 and July 5, 2006;
o Description of our common stock contained in our registration
statement on Form S-1 filed with the Commission on March 12, 2004,
including the amendments thereto described in our proxy statement
(No.000-50682), filed April 18, 2006, and any amendments or reports
filed for the purpose of updating such description; and
o All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this offering of
securities.
Potential investors may obtain a copy of any of the agreements summarized
herein (subject to certain restrictions because of the confidential nature of
the subject matter) or any of our SEC filings without charge by written or oral
request directed to AMS Health Sciences, Inc., Attention: Robin Jacob,
Secretary, 711 N.E. 39th Street, Oklahoma City, Oklahoma 73105.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere or incorporated by
reference into this prospectus. Because it is a summary, it does not contain all
of the information that you should consider before investing in our securities.
You should read this entire prospectus carefully, including the section entitled
"Risk Factors" and the documents that we incorporate by reference into this
prospectus, before making an investment decision.
AMS Health Sciences, Inc., or AMS, began operations in 1987, and through a
corporate reorganization in 1995, became an Oklahoma corporation. In this
prospectus the terms "Company", "us", "we", "our" and "its" are used as
references to AMS. We develop and distribute performance-based nutritional,
weight loss and personal care products. We distribute our products through a
network marketing system using independent distributors that we refer to as
"associates."
Network marketing appeals to a wide cross-section of people, particularly
those seeking to supplement income, start a home-based business, or pursue
entrepreneurial opportunities other than conventional full-time employment. We
consider our attractive compensation plan and monthly cash bonus pools, along
with trips, prizes and incentives, to be attractive components of the AMS
network marketing system.
Our marketing plan is designed to provide associates financial incentives
to build and manage a team of recruited associates in their downline
organization.
On an ongoing basis, we review our product line for duplication and sales
movement and make adjustments accordingly. As of December 31, 2005, our primary
product lines consisted of:
o 24 nutritional products;
o 5 weight management products; and
o 33 personal care products consisting primarily of skin care products.
Our products are manufactured by various manufacturers pursuant to
formulations developed for us and are sold to our independent associates located
in all 50 states, the District of Columbia, Puerto Rico and Canada.
We believe that our network marketing system is ideally suited to market
nutritional, weight management and personal care products because sales of such
products are strengthened by ongoing personal contact between associates and
their customers. Associates are given the opportunity through sponsored events
and training sessions to network with other associates, develop selling skills
and establish personal goals. We supplement monetary incentives with other forms
of recognition in order to further motivate and foster an atmosphere of
excitement throughout our associate network.
Our offices are located at 711 N.E. 39th Street, Oklahoma City, Oklahoma
73105, and our telephone number is (405) 842-0131.
The Offering
On June 28, 2006, we issued a Secured Convertible Term Note to Laurus
Master Fund, Ltd. ("Laurus") in the aggregate principal amount of $2,000,000
(the "Note"). The Note bears interest at a per annum rate equal to the prime
rate (as published in the Wall Street Journal from time to time) plus three
percent (3.0%); provided, however that the interest rate may not be less than
ten percent (10.0%). Both the interest and the principal of the Note are
convertible into shares of our common stock at an initial fixed conversion price
of $0.51 per share (the "Initial Conversion Price").
In connection with the issuance of the Note, we issued Laurus a Common
Stock Purchase Warrant granting Laurus the right to purchase 2,272,727 shares of
our common stock at an exercise price of $0.53 per share.
Laurus is prohibited from converting the Note or exercising its warrants if
such conversion would result in Laurus beneficially owning more than 4.99% of
our common stock. Laurus can waive this restriction upon 61 days notice to us.
Additionally, this restriction becomes automatically null and void upon an event
of default under the Note. As a result, we are registering an aggregate of
388,014 shares of our common stock that is issuable upon conversion of the Note
or exercise of the warrants held by Laurus, which represents 4.99% of our
outstanding common stock.
We also issued a common stock purchase warrant to Ascendiant Securities,
LLC to purchase 495,543 shares of our common stock at an exercise price of $0.51
per share. Additionally, we issued Ascendiant Capital Group, LLC 250,000 shares
of our common stock. We are registering all of the shares issued or issuable to
the Ascendiant companies in the registration statement of which prospectus is a
part.
We are registering the shares to permit the selling shareholders to offer
these shares for resale from time to time.
RISK FACTORS
A discussion of the risk factors relating to an investment in us is
included in our Annual Report on Form 10-KSB filed with the Commission on April
03, 2006, which is incorporated herein by reference. You should carefully
consider the risk factors discussed in the Annual Report, together with all of
the other information included in this prospectus, before you decide to purchase
shares of our common stock.
FORWARD-LOOKING STATEMENTS
We believe that certain information contained, or incorporated by
reference, in this prospectus constitutes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Certain, but not
necessarily all, of such forward-looking statements can be identified by the use
of forward-looking terminology such as "anticipates", "believes", "expects",
"may", "will", or "should" or other variations thereon, or by discussions of
strategies that involve risks and uncertainties. Our actual results or industry
results may be materially different from any future results expressed or implied
by such forward-looking statements. Factors that could cause actual results to
differ materially include general economic and business conditions; our ability
to implement our business and acquisition strategies; changes in the network
marketing industry and changes in consumer preferences; competition;
availability of key personnel; increasing operating costs; unsuccessful
advertising and promotional efforts; changes in brand awareness; acceptance of
new product offerings; changes in, or the failure to comply with, government
regulations (especially food and drug laws and regulations); our ability to
obtain financing for future acquisitions and other factors. We do not undertake
to update forward-looking statements to reflect the impact of circumstances or
events that arise after the date the forward-looking statement was made.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of our common stock
by the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth the name of the selling shareholders, the
number of shares of our common stock beneficially owned by the selling
shareholders as of the date of this prospectus and following the offering and
the percentage of our outstanding shares common stock beneficially owned by the
selling shareholders as of the date of this prospectus and following the
offering.
We are registering all of the shares covered by this prospectus on behalf
of the selling shareholders in accordance with a registration rights agreement.
This prospectus also covers any additional shares of common stock that become
issuable in connection with the shares being registered by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration that results in an increase in the number
of outstanding shares of our common stock. We are registering the shares to
permit the selling shareholders to offer these shares for resale from time to
time. Because the selling shareholder may sell all, some or no part of their
respective shares of our common stock covered by this prospectus, we cannot
determine with certainty the number of shares of our common stock that will be
held by the selling shareholder upon the termination of this offering. For more
information, see "Plan of Distribution."
Shares Beneficially Owned Shares Beneficially Owned
Before Offering After Offering
---------------------------- ----------------------------
Percent Percent
Selling Shareholders Number of Class Number of Class
-------------------- ----------- -------- ---------- ---------
Laurus Master Fund, Ltd. 388,014 4.99% 0 0%
Ascendiant Securities, LLC 495,543 6.37% 0 0%
Ascendiant Capital Group, LLC 250,000 3.22% 0 0%
Total 1,133,557 14.58% 0 0%
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Assumes either the conversion of the Note or the exercise of warrants for up to 4.99% of the Company's
common stock, which is the fullest extent currently permitted to be exercised or converted by Laurus.
Assumes the exercise of the warrant for the maximum amount of shares issuable under the warrant.
Assumes that all of the shares registered in this prospectus are sold by the selling shareholders.
None of the selling shareholders listed above has, or within the past three
years, has had, any position, office or other material relationship with us or
any of our predecessors or affiliates. In addition, the selling shareholders
identified above may have sold, transferred or otherwise disposed of all or a
portion of such securities since the date indicated in transactions exempt from
the registration requirements of the Securities Act. The selling shareholders
may sell all, part or none of the securities listed above.
PLAN OF DISTRIBUTION
Any selling shareholder may sell any of the securities being offered under
this prospectus in any one or more of the following ways from time to time:
o through agents;
o to or through underwriters;
o through dealers; and
o directly to one or more purchasers.
The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Securities may also be offered or sold
through depositary receipts issued by a depositary institution.
Agents
Offers to purchase securities may be solicited by agents designated by any
selling shareholder from time to time. Unless otherwise indicated in a
prospectus supplement, any agent will be acting on a reasonable best efforts
basis for the period of its appointment. Any agent may be deemed to be an
underwriter, as that term is defined in the Securities Act, of the securities so
offered and sold.
Underwriters
If securities are sold by any selling shareholder by means of an
underwritten offering, the selling shareholder will execute an underwriting
agreement with an underwriter or underwriters at the time an agreement for such
sale is reached, and the names of the specific managing underwriter or
underwriters, as well as any other underwriters, the respective amounts
underwritten and the terms of the transaction, including commissions, discounts
and any other compensation of the underwriters and dealers, if any, will be set
forth in a related prospectus supplement. That prospectus supplement and this
prospectus will be used by the underwriters to make resales of the securities.
If underwriters are used in the sale of any securities in connection with this
prospectus, those securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed prices or at varying prices
determined by the underwriters and the selling shareholders at the time of sale.
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more underwriters. If
any underwriter or underwriters are used in the sale of securities, unless
otherwise indicated in a related prospectus supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
some conditions precedent and that with respect to a sale of these securities
the underwriters will be obligated to purchase all such securities if any are
purchased.
The selling shareholders may grant to the underwriters options to purchase
additional securities to cover over-allotments, if any, at the offering price,
with additional underwriting commissions or discounts, as may be set forth in a
related prospectus supplement. The terms of any over-allotment option will be
set forth in the prospectus supplement for those securities.
Dealers
If a dealer is utilized by any selling shareholder in the sale of the
securities in respect of which this prospectus is delivered, the selling
shareholder, as applicable, will sell these securities to the dealer as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale. Any such dealer
may be deemed to be an underwriter, as such term is defined in the Securities
Act, of the securities so offered and sold. The name of the dealer and the terms
of the transaction will be set forth in the prospectus supplement relating to
those offers and sales.
Direct Sales
The selling shareholders may also sell offered securities directly to
institutional investors or others, who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale of those
securities. The terms of any sales of this type will be described in a
prospectus supplement.
Securities may also be offered and sold, if so indicated in the related
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment in connection with their terms, or
otherwise, by one or more "remarketing firms," acting as principals for their
own accounts or as agents for any selling shareholder. Any remarketing firm will
be identified and the terms of its agreement, if any, with us and/or any selling
shareholders and its compensation will be described in a related prospectus
supplement. Remarketing firms may be deemed to be underwriters, as that term is
defined in the Securities Act, in connection with the securities remarketed by
them.
Delayed Delivery Contracts
If so indicated in a related prospectus supplement, any selling shareholder
may authorize agents and underwriters to solicit offers by certain institutions
to purchase securities from the selling shareholder at the offering price set
forth in a related prospectus supplement as part of delayed delivery contracts
providing for payment and delivery on the date or dates stated in a related
prospectus supplement. Such delayed delivery contracts will be subject to only
those conditions set forth in a related prospectus supplement. A commission
indicated in a related prospectus supplement will be paid to underwriters and
agents soliciting purchases of securities pursuant to delayed delivery contracts
accepted by the selling shareholders.
General Information
The selling shareholders may have agreements with the agents, underwriters,
dealers and remarketing firms to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, or to contribute
with respect to payments that the agents, underwriters, dealers and remarketing
firms may be required to make.
Agents, underwriters, dealers and remarketing firms may be customers of,
engage in transactions with, or perform services for, any selling shareholders
in the ordinary course of their businesses.
The place, time of delivery and other terms of the sale of the offered
securities will be described in the applicable prospectus supplement.
In order to comply with the securities laws of some states, if applicable,
the securities offered hereby will be sold in those jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states
securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and complied with.
Any underwriter may engage in over-allotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act. Over-allotment involves sales in excess of
the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Short-covering transactions involve purchases
of the securities in the open market after the distribution is completed to
cover short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be.
If commenced, the underwriters may discontinue any of the activities at any
time.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1031 of the Oklahoma General Corporation Act, under which act we
are incorporated, authorizes the indemnification of officers and directors in
certain circumstances. Article Twelfth of our Amended and Restated Certificate
of Incorporation, as well as Article IX of our Bylaws, provide indemnification
of directors, officers and agents to the extent permitted by Oklahoma General
Corporation Act. These provisions may be sufficiently broad to indemnify such
persons for liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
McAfee & Taft A Professional Corporation, Oklahoma City, Oklahoma will
issue an opinion to us about certain legal matters relating to the securities.
EXPERTS
The consolidated balance sheets of AMS Health Sciences, Inc. as of December
31, 2005 and the related consolidated statements of operations, stockholder's
equity and cash flows for the year ended December 31, 2005 have been
incorporated by reference in this prospectus in reliance upon the report of Cole
& Reed P.C. independent public accountants, incorporated herein by reference and
upon the authority of said firm as experts in accounting and auditing.
The consolidated balance sheet of AMS Health Sciences, Inc. as of December
31, 2004 and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the two years in the period ended December 31,
2004 appearing in the Annual Report on Form 10-KSB for the year ended December
31, 2005 have been audited by Grant Thornton LLP, independent registered public
accounting firm, as set forth in their report with respect thereto. Such
financial statements have been incorporated herein by reference in reliance upon
the authority of such firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses to be paid by the registrant in connection with the
distribution of the securities being registered are as set forth in the
following table:
Securities and Exchange Commission Fee................... $69.13
*Legal Fees and Expenses................................. $5,000
*Accounting Fees and Expenses............................ $1,000
*Total...................................................$6,069.13
_______________
* Estimated.
Item 15. Indemnification of Directors and Officers
The information contained under the heading "Indemnification" in the
prospectus is incorporated herein by reference.
Item 16. Exhibits
Exhibit
Number Description
----------------- ---------------------------------------------------------
3(i) Amended and Restated Certificate of Incorporation
filed as Exhibit 3.1 to the registration statement on
Form SB-2 (Registration No. 333-47801) filed with the
Commission on March 11, 1998, incorporated herein by
reference
3(ii) Bylaws, filed as Exhibit 3.2 to the registration statement
on Form SB-2 (Registration No. 333-47801) filed with the
Commission on March 11, 1998, incorporated herein by
reference
5* Opinion of McAfee & Taft A Professional Corporation
23.1* Consent of Cole & Reed, P.C.
23.2* Consent of Grant Thornton LLP
23.3* Consent of McAfee & Taft A Professional Corporation
(included in Exhibit 5)
24* Power of Attorney (included on signature page)
__________________
* Filed herewith
Item 17. Undertakings
Pursuant to Item 512(a) of Regulation S-B, the undersigned small business
issuer hereby undertakes to:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in the registration statement. 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 volume and price represent
no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) Include any additional or changed material on the plan of
distribution;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is a part of the registration statement.
(2) For the purpose of determining any liability under the Securities
Act, treat each 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.
(3) File a post-effective amendment to remove from registration any of
the securities being registered which remain unsold at the end of the
offering.
Pursuant to Item 512(e) of Regulation S-B:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
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 the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on the 28th day of
July, 2006.
(Registrant) AMS HEALTH SCIENCES, INC.
By: /s/ Jerry W. Grizzle
Name: Jerry W. Grizzle
Title: Chairman, President and
Chief Executive Officer
By: /s/ Robin L. Jacob
Name: Robin L. Jacob
Title: Chief Financial Officer, Vice President,
Secretary and Treasurer
(Principal Accounting Officer)
We, the undersigned officers and directors of AMS Health Sciences, Inc.
(hereinafter the "Company"), hereby severally constitute Jerry W. Grizzle and
Robin L. Jacob, and each of them, our true and lawful attorneys-in-fact with
full power to them and each of them to sign for us, and in our names as officers
or directors, or both, of the Company, this registration statement on Form S-3
(and any and all amendments thereto, including post-effective amendments) to be
filed with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Jerry W. Grizzle Director July 28, 2006
Jerry W. Grizzle
/s/ Robin L. Jacob Director July 28, 2006
Robin L. Jacob
/s/ M. Thomas Buxton III Director July 28, 2006
M. Thomas Buxton III
/s/ Steven M. Dickey Director July 28, 2006
Steven M. Dickey
Director
Stephen E. Jones
INDEX TO EXHIBITS
Exhibit
Number Description Method of Filing
--------- ------------------------------------------------------- -----------------------------
3(i) Amended and Restated Certificate of Incorporation Incorporated by reference
3(ii) Bylaws Incorporated by reference
5 Opinion of McAfee & Taft A Professional Corporation Filed electronically herewith
23.1 Consent of Cole & Reed, P.C. Filed electronically herewith
23.2 Consent of Grant Thornton LLP Filed electronically herewith
23.3 Consent of McAfee & Taft A Professional Corporation Filed electronically herewith
(included in Exhibit 5)
24 Power of Attorney (included on signature page) Filed electronically herewith