S-8 1 doc1.txt As filed with the Securities and Exchange Commission on September 7, 2001 Registration No. 33-________ ======================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ NEW BRUNSWICK SCIENTIFIC CO., INC. (Exact name of registrant as specified in its charter) _______________ New Jersey (State or other Jurisdiction of 22-1630072 incorporation or organization) (I.R.S. Employer Identification No.) 44 Talmadge Road, P.O. Box 4005 Edison, New Jersey 08818-4005 (732) 287-1200 (Address, including zip code, including area code, of registrant's principal executive offices) NEW BRUNSWICK SCIENTIFIC CO., INC. 2001 NONQUALIFIED STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES (FULL TITLE OF THE PLAN) DAVID FREEDMAN, CHAIRMAN 44 TALMADGE ROAD, P.O. BOX 4005 EDISON, NEW JERSEY 08818-4005 (732) 287-1200 (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER INCLUDING AREA CODE, OF AGENT FOR SERVICE) ___________________ COPIES TO: PETER D. HUTCHEON, ESQ. NORRIS, MCLAUGHLIN & MARCUS, P.A. 721 ROUTE 202-206 P.O. BOX 1018 SOMERVILLE, NJ 08876-1018 (908) 722-0700 CALCULATION OF REGISTRATION FEE Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (3) Amount Amount of Registration Fees Title of Securities to be Registered(1) to be Registered Common Stock,$.0625 par value per Share 200,000 $4.25 $870,000 $217.50 shares ------ (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of securities to be offered or sold pursuant to the employee benefit plan(s) described herein. (2) Based upon the last reported sale price on The Nasdaq Stock Market, Inc. National Market System on September 7, 2001. (3) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is the product resulting from multiplying 200,000, the number of shares registered by this Registration Statement by $4.35 per share, the last reported sale price on The Nasdaq Stock Market, Inc. National Market System on September 7, 2001. TABLE OF CONTENTS Item 1. Plan Information * Item 2. Registrant Information and Plan Annual Information * Item 2A. Reoffer Prospectus I-1 Item 3. Incorporation of Documents by Reference II-1 Item 4. Description of Securities II-1 Item 5. Interests of Named Experts and Counsel II-1 Item 6. Indemnification of Directors and Officers II-1 Item 7. Exemption from Registration Claimed II-2 Item 8. Exhibits II-2 Item 9. Undertakings II-2 * Separately given to participants. Pursuant to the rules for filing a Registration Statement on Form S-8, such information is contained in a document which does not constitute a part of this Registration Statement but which shall, together with the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, constitute a prospectus under Section 10(a) of the Securities Act of 1933. I-1 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATIONITEM 1. PLAN INFORMATION Omitted. ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATIONITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION Omitted. ITEM 2A. REOFFER PROSPECTUSITEM 2A. REOFFER PROSPECTUS A prospectus relating to the reoffer of control securities and restricted securities acquired by participants under the Plan follows below. I-1 ------ REOFFER PROSPECTUS ------------------ 200,000 Shares of Common Stock (Par Value $0.0625 per Share ) NEW BRUNSWICK SCIENTIFIC CO., INC. _______________ This prospectus has been prepared for use in connection with the proposed sales by the stockholders named herein (the "Selling Stockholders") of an aggregate of 200,000 shares of Common Stock (par value $0.0625 share) of New Brunswick Scientific Co., Inc. (the "Company") acquired by the Selling Stockholders upon the exercise of options granted to them under the Company's 2001 Nonqualified Stock Option Plan for Officers and Key Employees. It is contemplated that offerings and/or sales by the Selling Stockholders will be made from time to time pursuant to this Registration Statement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A A CRIMINAL OFFENSE. The date of this Prospectus is September 10, 2001. 1 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and Seven World Trade, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. at prescribed rates. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the Commission's web site is INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents are hereby incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2000; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; (c) The description of the Company's Common Stock set forth under the caption "Capital Stock to be Registered" in the Company's Registration Statement on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934 filed with the Commission on April 13, 1973, which incorporates by reference the information under "Common Stock" in the prospectus constituting a part of the Company's Registration Statement on Form S-1, as amended and effective on March 14, 1972 (File No. 2-42505) ; and (d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal year referred to in (a) above. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date hereof to the termination of the offering of the securities covered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing such documents. Copies of documents incorporated herein by reference may be obtained upon written or oral request without charge (other than exhibits thereto) from the headquarters office of the Company, New Brunswick Scientific Co., Inc., 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005, (732) 287-1200, Attn: Vice President, Finance. THE COMPANY New Brunswick Scientific Co., Inc. and its subsidiaries ("the Company") design, manufacture and market a variety of equipment used in biotechnology to create, maintain, measure and control the physical and biochemical conditions required for the growth and detection of microorganisms. This equipment is used in medical, biological, chemical, and environmental research and for the commercial development of antibiotics, proteins, hormones, enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines and other substances. The equipment sold by the Company includes fermentation equipment, bioreactors, biological shakers, nutrient sterilizing and dispensing equipment, ultra-low temperature freezers and tissue culture apparatus. In late 1999, the Company acquired DJM Cryo-Research Limited, the manufacturer of the ultra-low temperature freezers which the Company has been marketing. The Company also owns a minority interest in DGI BioTechnologies, Inc. (DGI), which was established in 1995 by the Company to develop and commercialize a novel technology that facilitates the discovery of new drugs. Prior to June 14, 2001, the Company owned a controlling interest in DGI and consolidated the operations of DGI with that of the Company, however following the closing on such date by DGI of an investment transaction with an 2 institutional investor, the Company's ownership percentage in DGI was reduced to 47%. Accordingly, the Company now reports its percentage of income or loss in DGI's operations on the equity method of accounting based upon its continued ability to exercise significant influence over DGI. The Company was incorporated in 1958 as the successor to a business founded in 1946 by David and Sigmund Freedman, its principal stockholders and two of its directors and executive officers. The Company owns its 243,000 square foot headquarters and primary production facility located on 17 acres of land in Edison, New Jersey. SELLING STOCKHOLDERS The table below sets forth the names and present positions held by the Selling Stockholders, all of whose addresses are care of the Company at 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005. The shares that the Selling Stockholders may offer from time to time are shares acquired or to be acquired by them upon the exercise of awards that have been or may in the future be granted to them by the Company pursuant to the Company's 2001 Nonqualified Stock Option Plan for Officers and Key Employees (the "Plan"). The following table lists all persons holding awards, who, because of their position with the Company or amount of stock of the Company owned by them, may be deemed to be "affiliates" and persons who are nonaffiliates who have acquired shares under the Plan prior to the filing of the registration statement of which this prospectus is a part. The Selling Stockholders may from time to time offer all or part of the shares acquired by them upon the exercise of options now held or which may be granted to them in the future by the Company in any trading markets. The Company will pay all expenses of preparing and reproducing this Prospectus, but will not receive any part of the proceeds of the sale of any such shares. The Selling Stockholders will pay any and all brokerage commissions charged to sellers in connection with such sales. Name Present Position with Company No. of Shares ---- -------------------------------- ------------- [AS OF THE DATE HEREOF, NO AWARDS HAVE BEEN MADE UNDER THE PLAN.] 3 LEGAL MATTERS The legality of the shares of Common Stock being offered hereby will be passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, P.O. Box 1018, Somerville, New Jersey 08876-1018. EXPERTS AND MISCELLANEOUS The financial statements and schedule of New Brunswick Scientific Co., Inc. as of December 31, 2000 and 1999 and for each of the years in the three year period ended December 31, 2000 have been incorporated by reference herein and in the Registration Statement in reliance upon the report of KPMG LLP, independent certified public accountants incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The Common stock of the Company, including the shares offered hereby, is designated for quotation on the Nasdaq Stock Market, Inc. National Market System under the symbol: NBSC. USE OF PROCEEDS The Company will not receive any proceeds from the reoffer and resale of securities by the Selling Stockholders hereunder. INDEMNIFICATION Under the laws of New Jersey, the By-Laws of the Company and certain contractual arrangements between the Company and its directors, the directors, officers, employees and agents of the Company are entitled to be indemnified by the Company against all expenses and liabilities incurred by them by reason of any proceeding involving the corporate agent by reason of his being or having been a corporate agent, if such corporate agent acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the Company and in the case of directors, in addition to the foregoing, if such director did not breach his duty of loyalty to the Company or its shareholders and did not receive and improper personal benefit. In addition to such other rights of indemnification as they may have as corporate agents of the Company, the Company shall defend, indemnify and hold harmless the members of the Board of Directors against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid or payable by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith on the part of the member of the Board of Directors seeking indemnification; provided that upon the institution of any such action, suit or proceeding, the member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such member undertakes to handle and defend it on his or her own behalf. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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. 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by New Brunswick Scientific Co., Inc. (the "Company") with the Commission are also incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2000; and (b) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; (c) The description of the Company's Common Stock set forth under the caption "Capital Stock to be Registered" in the Company's Registration Statement on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934 filed with the Commission on April 13, 1973, which incorporates by reference the information under "Common Stock" in the prospectus constituting a part of the Company's Registration Statement on Form S-1, as amended and effective on March 14, 1972 (File No. 2-42505). In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIESITEM Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSELITEM Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under the laws of New Jersey, the By-Laws of the Company and certain contractual arrangements between the Company and its directors, the directors, officers, employees and agents of the Company are entitled to be indemnified by the Company against all expenses and liabilities incurred by them by reason of any proceeding involving the corporate agent by reason of his being or having been a corporate agent, if such corporate agent acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the Company and in the case of directors, in addition to the foregoing, if such director did not breach his duty of loyalty to the Company or its shareholders and did not receive and improper personal benefit. In addition to such other rights of indemnification as they may have as corporate agents of the Company, the Company shall defend, indemnify and hold harmless the members of the Board of Directors against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid or payable by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgement based upon a finding of bad faith on the part of the member of the Board of Directors seeking indemnification; provided that upon the institution of any such action, suit or proceeding, the member shall, II-1 in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such member undertakes to handle and defend it on his or her own behalf. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provision, the Company has been informed 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Offers and sales of Common Stock pursuant to the Plan are exempt from registration under the Securities Act of 1933, as amended, by virtue of Sections 4(2) and/or 2(11) of such Act and Rule 504 promulgated by the Commission as a part of Regulation D. ITEM 8. EXHIBITSITEM 8. EXHIBITS 4(a) New Brunswick Scientific Co., Inc. 2001 Nonqualified Stock Option Plan for Officers and Key Employees, is incorporated herein by reference to Exhibit A attached to the Company's definitive proxy materials with respect to its 2001 Annual Meeting of Shareholders, filed with the Commission on April 17, 2001. *5 Opinion of Norris, McLaughlin & Marcus, P.A. *23(a) Consent of KPMG LLP 23(b) Consent of Norris, McLaughlin & Marcus, P.A. (included in Exhibit 5) 24 Power of Attorney (included on signature page) __________________________________________________________________________ *Filed herewith ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, 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 arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs 1(i) and 1(ii) do not apply if the II-2 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (iv) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (v) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant 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. II-3 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 Township of Edison, State of New Jersey on the 10th day of September, 2001. NEW BRUNSWICK SCIENTIFIC CO., INC. By: /s/ David Freedman -------------------------- David Freedman, Chairman KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Freedman (with full power in each to act alone), his true and lawful attorneys-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and 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 that all said attorneys-in-fact, or their substitute or substitutes, 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 dates indicated below. Person Capacity Date ------ -------- ---- /s/ David Freedman Chairman of the Board September 10, 2001 -------------------- David Freedman and Director /s/ Sigmund Freedman Treasurer September 10, 2001 ---------------------- Sigmund Freedman and Director /s/ Samuel Eichenbaum Vice President, Finance September 10, 2001 ----------------------- Samuel Eichenbaum and Chief Financial Officer /s/ Peter Schkeeper Director September 10, 2001 --------------------- Peter Schkeeper /s/ Kiyoshi Masuda Director September 10, 2001 -------------------- Kiyoshi Masuda /s/ Ernest Gross Director September 10, 2001 ------------------ Ernest Gross /s/ Kenneth Freedman Director September 10, 2001 ---------------------- Kenneth Freedman /s/ Dr. Jerome Birnbaum Director September 10, 2001 -------------------------- Dr. Jerome Birnbaum /s/ Dr. David Pramer Director September 10, 2001 ----------------------- Dr. David Pramer /s/ Daniel S. Van Riper Director September 10, 2001 --------------------------- Daniel S. Van Riper Exhibit 5 September 10, 2001 New Brunswick Scientific Co., Inc. 44 Talmadge Road Edison, New Jersey 08818-4005 Re: New Brunswick Scientific Co., Inc. 2001 Nonqualified Stock Option Plan for Officers and Key Employees --------------------------------------------------------------------------- Ladies and Gentlemen: We refer you to the proposed Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1993, of New Brunswick Scientific Co., Inc. (the "Company") pertaining to the offer and sale by the Company of 200,000 shares of the Company's Common Stock, $0.0625 par value (the "Common Shares") pursuant to options granted from time to time under the Company's 2001 Nonqualified Stock Option Plan for Officers and Key Employees (the "Plan"). We have acted as counsel to the Company in connection with the Registration Statement. In such capacity, we have examined the Registration Statement, copies of the Company's Certificate of Incorporation and amendments thereto, the Plan, certificates of officers of the Company and of public officials and such other corporate records and documents as we have deemed necessary in order to express the opinion set forth below. Based upon the foregoing examination, it is our opinion that upon the issuance of certificates evidencing the Common Shares and delivery thereof in exchange for payment of the option prices set forth under the Plan from time to time, and upon satisfaction of all other conditions, if any, applicable to such issuance, then the Common Shares shall be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and the reference to our firm in the prospectus included in such Registration Statement under the heading "Legal Matters." Very truly yours, NORRIS, McLAUGHLIN & MARCUS, P.A. /s/ PETER D. HUTCHEON PETER D. HUTCHEON, A Member of the Firm PDH: Exhibit 23(a) CONSENT OF INDEPENDENT AUDITOR'S The Board of Directors and Shareholders New Brunswick Scientific Co., Inc. We consent to incorporation by reference in the registration statement related to the New Brunswick Scientific Co., Inc., 2001 Nonqualified Stock Option Plan for Officers and Key Employees on Form S-8 of New Brunswick Scientific Co., Inc., of our report dated February 12, 2001, except as to the second paragraph of note 6, which is as of March 27, 2001, relating to the consolidated balance sheets of New Brunswick Scientific Co., Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, shareholders' equity, cash flows and comprehensive loss for each of the years in the three-year period ended December 31, 2000, and the related financial statement schedule, which report appears in the December 31, 2000 Annual Report on Form 10-K of New Brunswick Scientific Co., Inc. and to the reference to our firm under the heading "Experts and Miscellaneous" in the registration statement. KPMG LLP /s/ KPMG LLP Short Hills, New Jersey September 10, 2001