S-3 1 s-30704.htm S-3 S-3

As filed with the Securities and Exchange Commission on July 7, 2004
Registration No. ____-________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MEDTOX SCIENTIFIC, INC.
(Name of Registrant as specified in its Charter)

Delaware	95-3863205
(State or other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)


	MEDTOX Scientific, Inc.
	402 West County Road D
	St. Paul, Minnesota 55112
	(651) 636-7466
	(Address and Telephone Number of Registrant’s Principal Executive Offices)


	Richard Braun, CEO
	MEDTOX Scientific, Inc.
	402 West County Road D
	St. Paul, Minnesota 55112
	(651) 636-7466
	(Name, Address and Telephone Number of Agent for Service)

Copies to:
Robert R. Ribeiro, Esq.
Fredrikson & Byron, P.A.
4000 Pillsbury Center
200 South Sixth Street
Minneapolis, Minnesota 55402
(612) 492-7000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors and as Selling Shareholders shall determine.

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 to be offered on a delayed or continuous basis, pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

If this Form is filed to register additional securities of 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, please check the following box and list the Securities Act registration statement 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: [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (2)	Proposed Maximum Offering Price per Share (1)			Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Common Stock (par	804,932 shares	$	10	.40	$	8,371,293	$	1,060	.64
value $0.15 per share)
underlying warrants

Common Stock (par	142,224 shares	$	10	.40	$	1,479,130	$	187	.41
value $0.15 per share)
underlying options

TOTAL	947,156 shares				$	9,850,423	$	1,248	.05

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

(2)	Together with such number of indeterminate number of securities to be offered as a result of any judgment from stock splits, stock dividends, exercise price adjustments or similar events.

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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to aforesaid Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state in which the offer or sale is not permitted.

SUBJECT TO COMPLETION, July 7, 2004

PROSPECTUS

MEDTOX SCIENTIFIC, INC.

947,156 SHARES OF COMMON STOCK

This Prospectus relates to the offer and sale of up to 947,156 shares of Common Stock (the “Shares”), par value $.15 per share, of MEDTOX Scientific, Inc., a Delaware corporation (the “Company,” “MEDTOX,” “we,” “us” and “our”), that may be offered and sold from time to time by the shareholders described herein under “Selling Shareholders.” These Shares include (i) 746,936 shares of Common Stock issuable upon exercise of warrants with an exercise price of $10.125 per share (unless otherwise specified in the Selling Shareholders Table) issued to certain Selling Shareholders in August 2000, (ii) 57,996 shares of Common Stock issuable upon exercise of warrants with an exercise price of $8.7075 per share issued to certain Selling Shareholders in September 2001, and (iii) 142,224 shares of Common Stock underlying options issued in 1998 and 2003. The Selling Shareholders may offer their Shares from time to time through or to brokers or dealers on the American Stock Exchange at market prices prevailing at the time of sale or in one or more negotiated transactions at prices acceptable to the Selling Shareholders. We will not receive any proceeds from the sale of Shares by the Selling Shareholders. See “How the Shares May Be Distributed.”

We will bear all expenses of the offering (estimated at $16,448), except that the Selling Shareholders will pay any applicable underwriter’s commissions and expenses, brokerage fees or transfer taxes.

Our Common Stock is traded on the American Stock Exchange under the symbol of “TOX.” The closing sale price of the MEDTOX Common Stock on July 6, 2004 was $10.40 per share.

The Common Shares offered by this Prospectus are speculative and involve a high degree of risk. See “Risk Factors” beginning on page 3.

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 July 7, 2004.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission. You may read and copy any document we file at the public reference room at Judiciary Plaza Building, 450 Fifth Street, NW, Room 1024, Washington, DC 20549. You should call 1-800-SEC-0330 for more information on the public reference room. The Securities and Exchange Commission maintains an internet site at http://www.sec.gov where information regarding issuers (including MEDTOX) may be found.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Registration No. 333-_______). The registration statement contains more information than this prospectus regarding MEDTOX and our common stock, including exhibits and schedules. You can get a copy of the registration statement at the address listed above or from the internet site.

The Securities and Exchange Commission allows us to “incorporate” into this prospectus information we file with the Securities and Exchange Commission in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information may include documents filed after the date of this prospectus which update and supersede the information you read in this prospectus. We incorporate by reference the documents listed below, except to the extent information in those documents is different from the information contained in this prospectus, and all future documents filed under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we terminate the offering of these shares:

Annual Report on Form 10-K for the year ended December 31, 2003

Quarterly Reports on Form 10-Q for the quarter ended March 31, 2004

The Company’s Forms 8-K dated February 3, 2004, March 2, 2004, March 3, 2004, April 15, 2004, April 20, 2004, and May 21, 2004

You may request a copy of these documents, at no cost, by writing to:


	MEDTOX Scientific, Inc.
	Attention: Principal Accounting Officer
	402 West County Road D
	St. Paul, MN 55112
	Phone: (651) 636-7466
	Fax: (651) 628-6105

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else 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 in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

COMPANY SUMMARY

MEDTOX Scientific, Inc., a Delaware corporation, was organized in September 1986. We and our subsidiaries, MEDTOX Laboratories, Inc., MEDTOX Diagnostics, Inc. and New Brighton Business Center, LLC (“NBBC”) are referred to in this document as the “Company,” “we,” “us,” or “our.” MEDTOX Laboratories, Inc. is a toxicology laboratory which provides forensic toxicology, clinical toxicology, and heavy metals analyses. MEDTOX Diagnostics, Inc. develops, manufactures and markets on-site diagnostic and screening tests which are used to detect substances in humans, foodstuffs, animals, feed and the environment. NBBC conducts the Company’s building and rental activities that are not related to the Company’s operations.

RISK FACTORS

You should consider carefully the following risk factors, along with the other information contained in or incorporated by reference in this prospectus, in deciding whether to invest in our securities.

1. We Have Accumulated a Deficit From Net Losses and Cannot Be Certain of Future Profitability. As of March 31, 2004, we had an accumulated deficit of approximately $45.8 million. Although we have earned money in the past, we could lose money in the future.

2. We Have Incurred Debt to Finance Our Operations. We have a Credit Security Agreement (the Wells Fargo Credit Agreement) with Wells Fargo Business Credit, Inc. (Wells Fargo). The Wells Fargo Credit Agreement, as amended, consists of (i) a term loan of $3.185 million bearing interest at prime + 1.5% and (ii) a revolving line of credit, payable on demand, of not more than $8.0 million or 85% of our eligible trade accounts receivable bearing interest at prime + 1%; and (iii) a capex note of up to $3.5 million for the purchase of capital equipment bearing interest at prime + 0.75% to 1.25%. According to the terms of the agreement, the capex note may be amended, supplemented or restated from time to time and is generally done so on an annual basis. In March 2004, we and Wells Fargo amended the Wells Fargo Credit Agreement to allow for borrowing under the capex note of up to $1.5 million for the purchase of capital equipment bearing interest at prime + 1.5%.

There can be no assurance that we can operate profitably in the future. Losses could impair our ability to pay our debts.

3. Our Products Could Become Outdated. Modern biotechnology has changed and continues to change very quickly. We require adequate financial resources in order to maintain a competitive position with respect to our technology and to continue to attract and retain qualified technical personnel. These financial resources may be unavailable. We focus our research and development resources on those products which we believe will most quickly maximize revenue. There can be no guarantee that future technological developments will not cause our existing or proposed products to become outdated.

4. We Face Intense Competition in Both of our Business Segments.

Laboratory Services. As of December 31, 2003, 52 labs, including MEDTOX Laboratories, Inc., were certified by the Department of Health and Human Services as having met the standards for Subpart C of Mandatory Guidelines for Federal Workplace Drug Testing Programs (59 FR 29916, 29925). Competitors and potential competitors include forensic testing units of large clinical laboratories and other independent laboratories, specialized laboratories, and in-house testing facilities maintained by hospitals.

Competitive factors include reliability and accuracy of tests, price structure, service, transportation and collection networks and the ability to establish relationships with hospitals, physicians, and users of drug abuse testing programs. It should be recognized, however, that many of the competitors and potential competitors have substantially greater financial and other resources than us.

The industry in which we compete is characterized by service issues, including; turn-around time of reporting results, price, the quality and reliability of results, and an absence of patent or other proprietary protection. In addition, since tests performed by us are not protected by patents or other proprietary rights, any of these tests could be performed by our competitors.

Our ability to successfully compete in the future and maintain our margins will be based on our ability to maintain our quality and customer service strength while maintaining efficiencies and low cost operations. There can be no assurance that price competitiveness will not increase in importance as a competitive factor in the laboratory testing business.

Product Sales. The diagnostics market has become highly competitive with respect to the price, quality and ease of use of various tests and is characterized by rapid technological and regulatory changes. We have designed our on-site tests as inexpensive, on-site tests for use by unskilled personnel, and have not endeavored to compete with laboratory-based systems. Numerous large companies with greater research and development, marketing, financial, and other capabilities, as well as government-funded institutions and smaller research firms, are engaged in research, development and marketing of diagnostic assays for application in the areas for which we produce our products.

We have experienced increased competition with respect to our immunoassay tests from systems and products developed by others, many of whom compete solely on price. As the number of firms marketing diagnostic tests has grown, we have experienced increased price competition. A further increase in competition may have a material adverse effect on our business and future financial prospects.

5. Protection of Our Patents and Proprietary Information Could be Inadequate. We were issued a second patent on the system that we developed which integrates on-site scientific analysis with state-of-the-art data collection and delivery. The system is currently being utilized with our PROFILE^®-II and VERDICT^®-II product lines.

We were issued a patent on a lateral flow test strip and the integration of adulteration strip testing into on-site devices. This is currently being utilized with our PROFILE^®-II A and VERDICT^®-II A product lines.

We hold eight additional United States issued patents. Seven of these patents generally form the basis for the EZ-SCREEN^® and one-step technologies, which include PROFILE^®-II and VERDICT^®-II product lines. The other patent relates to methods of utilizing whole blood as a sample medium on our immunoassay devices. Applications have also been made for additional patents.

Of the seven U.S. patents mentioned above which generally form the basis for the EZ-SCREEN^® and one-step technologies, one expires in 2004, two expire in 2007, one expires in 2009, two expire in 2010 and one expires in 2013. The patent relating to the methods of utilizing whole blood as a sample medium expires in 2012.

There can be no assurance that there will not be a challenge to the validity of the patents. If challenged, we might be required to spend significant funds to defend our patents, and there can be no assurance that we would be successful in any such action.

6. Our Business and Products are Subject to Extensive Government Regulation. Our products and services are subject to the regulations of a number of governmental agencies as listed below. We cannot predict whether future changes in governmental regulations might significantly increase compliance costs or adversely affect the time or cost required to develop and introduce new products. In addition, our products are or may become subject to foreign regulations. Any failure by us to comply with government regulations or requirements could have a material adverse effect on us.

(a) Substance Abuse and Mental Health Services Administration (SAMHSA). MEDTOX Laboratories, Inc. has been certified by SAMHSA since 1988. SAMHSA certifies laboratories meeting strict standards under Subpart C of Mandatory Guidelines for Federal Workplace Drug Testing Programs. Continued certification is accomplished through periodic inspection by SAMHSA to assure compliance with applicable regulations.

(b) United States Food and Drug Administration (FDA). Certain tests for human diagnostic purposes must be cleared by the FDA prior to their marketing for in vitro diagnostic use in the United States. The FDA regulated products produced by us are in vitro diagnostic products subject to FDA clearance through the 510(k) process which requires the submission of information and data to the FDA that demonstrates that the device to be marketed is substantially equivalent to a currently marketed device. This data is generated by performing clinical studies comparing the results obtained using our device to those obtained using an existing test product. Although no maximum statutory response time has been set for review of a 510(k) submission, as a matter of policy the FDA has attempted to complete review of 510(k) submissions within 90 days. To date, we have received 510(k) clearance for 18 different products. Products subject to 510(k) regulations may not be marketed for in vitro diagnostic use until the FDA issues a letter stating that a finding of substantial equivalence has been made.

As a registered manufacturer of FDA regulated products, we are subject to a variety of FDA regulations including the Good Manufacturing Practices (GMP) regulations which define the conditions under which FDA regulated products are to be produced. These regulations are enforced by the FDA and failure to comply with GMP or other FDA regulations can result in the delay of pre-market product reviews, fines, civil penalties, recall, seizures, injunctions and criminal prosecution.

(c) Drug Enforcement Administration (DEA). Our primary business involves either testing for drugs-of-abuse or developing test kits for the detection of drugs/drug metabolites in urine. MEDTOX Laboratories, Inc. is registered with the DEA to conduct chemical analyses with controlled substances. The MEDTOX Diagnostics, Inc. facility in Burlington, North Carolina is registered by the DEA to manufacture and distribute controlled substances and to conduct research with controlled substances. Maintenance of these registrations requires that we comply with applicable DEA regulations.

(d) Canadian Medical Devices Conformity Assessment System (CMDCAS). MEDTOX Diagnostics, Inc. maintains a Quality System which satisfies the requirements for ensuring the safety and effectiveness of MEDTOX products and meeting the customer needs in accordance with FDA requirements as described in 21 CFR part 820 (Quality Systems), and that satisfies the requirements of the Canadian Medical Devices Regulations (CMDR) and CAN/CSA ISO 13485:1998 and ISO 9001:1994.

The policy on the Canadian Medical Devices Conformity Assessment System (CMDCAS) addresses the Quality System requirements found in the CMDR. To sell a medical device in Canada, manufacturers must meet the regulatory requirements as defined in the Medical Devices Regulations. The Quality System implemented by the manufacturer for design and manufacture of medical devices must satisfy the Quality System requirements of ISO 13485 and the manufacturer is required to have its Quality System registered by an approved CMDCAS Registrar. A CMDCAS approved Registrar audits the manufacturer’s Quality System to ISO 13485:1998 and ISO 9001:1994. MEDTOX Diagnostics, Inc. maintains a quality management system fulfilling the requirements of EN ISO 13485 and CMDCAS ISO 13485, Quality Systems – Medical Devices and ISO 9001:2000 — Quality Management Systems – Requirements. MEDTOX Diagnostics, Inc. has been issued the TUV Rheinland Product Safety GmbH quality system certificate to EN ISO 13485:2000 and the TUV Rheinland of North America Inc., quality system certificate to ISO 13485 under CMDCAS.

(e) Centers for Medicare and Medicaid Services (CMS) formerly Health Care Financing Administration (HCFA). The Clinical Laboratory Improvement Act (CLIA) introduced in 1992 requires that all in vitro diagnostic products be categorized as to level of complexity. A request for CLIA categorization of any new clinical laboratory test system must be made simultaneously with FDA 510(k) submission. The EZ-SCREEN^®, PROFILE^®, PROFILE^®-II, VERDICT^® and VERDICT^®-II drugs-of-abuse tests currently marketed by MEDTOX Diagnostics, Inc. have been categorized as moderately complex. The complexity category to which a clinical laboratory test system is assigned may limit the number of laboratories qualified to use the test system thus impacting product sales. MEDTOX Laboratories, Inc. is a CLIA licensed high complexity laboratory and is accredited by the College of American Pathologists Laboratory Accreditation Program.

(f) Additional Laboratory Regulations. The laboratories of MEDTOX Laboratories, Inc. and certain of our laboratory personnel are licensed or otherwise regulated by certain federal agencies, states, and localities in which we conduct business. Federal, state and local laws and regulations require MEDTOX Laboratories, Inc. among other things, to meet standards governing the qualifications of laboratory owners and personnel, as well as the maintenance of proper records, facilities, equipment, test materials, and quality control programs. In addition, the laboratories are subject to a number of other federal, state, and local requirements which provide for inspection of laboratory facilities and participation in proficiency testing, as well as govern the transportation, packaging, and labeling of specimens tested by either laboratory. The laboratories are also subject to laws and regulations prohibiting the unlawful rebate of fees and limiting the manner in which business may be solicited.

MEDTOX Laboratories, Inc. receives and uses small quantities of hazardous chemicals and radioactive materials in its operations and is licensed to handle and dispose of such chemicals and materials. Any business handling or disposing of hazardous and radioactive waste is subject to potential liabilities under certain of these laws.

7. We Are Dependent on Key Personnel. Our growth is dependent on our ability to continue to attract the services of qualified executive, technical and marketing personnel. We currently do not maintain any life insurance policy on any key personnel. There can be no assurance that we will be able to attract and retain the key personnel we require.

8. Our Stock Price Could Be Volatile. Factors such as announcement of technological innovations or new commercial products by us or our competitors, governmental regulation, patent or proprietary right developments, or public safety and health concerns may have a significant impact on the market price of our securities. In addition, resales of securities by shareholders may add significantly to volatility. Moreover, there has been a history in recent years of significant volatility in the market prices for securities of biotechnology companies.

9. We Have Engaged in Transactions With Insiders. We have in the past engaged in a number of material transactions with our directors and executive officers and may engage in such transactions in the future.

10. We Have Never Paid Cash Dividends. We have never declared or paid cash dividends since our inception and we have no plans to pay a cash dividend in the foreseeable future. Our financial covenants under our debt instrument effectively preclude us from paying cash dividends without approval. On November 9, 2001, we paid a 10% stock dividend to holders of record of our Common Stock on October 26, 2001, and on July 5, 2002, we paid a 10% stock dividend to holders of record of our Common Stock on May 22, 2002. There can be no assurance that any future stock dividend will be declared or paid.

11. We Face Potential Product Liability Claims. Manufacturing and marketing our products entail a risk of product liability claims. On August 13, 1993, we procured insurance coverage against the risk of product liability arising out of events after such date, but such insurance does not cover claims made after that date based on events that occurred prior to that date. Consequently, for uncovered claims, we could be required to pay any and all costs associated with any product liability claims brought against us, the cost of defense whatever the outcome of the action, and possible settlement or damages if a court rendered a judgment in favor of any plaintiff asserting such a claim against us. Damages may include punitive damages, which may substantially exceed actual damages. The obligation to pay such damages could have a material adverse effect on us and exceed our ability to pay such damages.

The MEDTOX laboratory testing services are primarily diagnostic and expose the laboratory to the risk of liability claims. We have maintained continuous professional and general liability insurance coverage since 1984.

RISKS RELATING TO FORWARD LOOKING STATEMENTS

Certain statements contained in this prospectus, including, without limitation, statements containing the words “believes,” “anticipates,” “may,” “intends,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements (or industry results, performance or achievements) expressed or implied by these forward looking statements to be substantially different from those predicted. The factors that could affect our actual results include the following:

increased competition, including price competition

general economic and business conditions, both nationally and internationally

changes in business strategy or development plans

technological, evolving industry standards, or other problems that could delay the sale of our products

risks and uncertainties with respect to our patents and proprietary rights including:

lack of meaningful protection from claims of any patents issued to us

other companies challenging our patents

patents issued to other companies that may harm our ability to do business

other companies designing around technologies we have developed

our inability to obtain appropriate licenses from third parties

our inability to protect our trade secrets

risk of infringement upon the proprietary rights of others

our inability to prevent others from infringing on our proprietary rights

our inability to obtain sufficient financing to continue to expand operations

changes in demand for products and services by our customers

our failure to obtain and retain new customers and alliance partners, or a reduction in tests ordered or specimens submitted by existing customers

adverse results in litigation matters

our ability to attract and retain experienced and qualified personnel

losses due to bad debt

Certain of these factors are discussed in more detail elsewhere in this prospectus, including under the caption “Risk Factors.” You should also consider carefully the risks described in this prospectus or detailed from time to time in our filings with the Securities and Exchange Commission.

We do not undertake any obligation to publicly update or revise any forward looking statements contained in this prospectus or incorporated by reference, whether as a result of new information, future events or otherwise. Because of these risks and uncertainties, the forward looking events and circumstances discussed in this prospectus might not transpire.

PROCEEDS FROM THE SALE OF SHARES

We will not receive any proceeds from the sale of shares of our Common Stock by the Selling Shareholders. However, we may receive up to $8,067,727 from the exercise of warrants and $988,814 from the exercise of options. Such proceeds, if any, will be used for working capital and other corporate purposes.

We expect to incur expenses of approximately $16,448 in connection with the registration of the Shares.

SELLING SHAREHOLDERS

Set forth below are the names of the Selling Shareholders, the number of shares of our Common Stock beneficially owned by each of them on the date hereof, the percentage of the outstanding Common Stock owned and the number of shares offered hereby.

Name of Selling Shareholder	Securities Beneficially Owned	Percent Common Stock Owned (1)	Number of Shares Registered for Sale Hereby (2)	Securities Beneficially Owned After Completion of the Offering (3)
VLC Properties LP	Warrants(4) 1,436	*	Warrants 1,436	0

Janavee Daniel Trust	Warrants(4) 2,871	*	Warrants 2,871	0

William Randolph & Sara Lynn Creed Piper	Warrants(4) 1,436	*	Warrants 1,436	0

US Bancorp Piper Jaffray, Inc.	Warrants(4) 2,871	*	Warrants 2,871	39,756
Custodian for Brian P. Johnson (6)

Louis Perlman	Warrants(4) 11,484	*	Warrants 11,484	0

Linda Stillman	Warrants(4) 11,484	*	Warrants 11,484	0

Robert W. Baird & CO. Inc. TTEE	Warrants(4) 2,871	*	Warrants 2,871	0

Robert S. & Denise M. Kokales	Warrants(4) 2,298	*	Warrants 2,298	0

Jean Way Schoonover	Warrants(4) 5,742	*	Warrants 5,742	0

Charles D. Schoonover	Warrants(4) 2,871	*	Warrants 2,871	0

Robert Ribeiro & Noreen M. Chervenak	Warrants(4) 1,148	*	Warrants 1,148	0

Richard Braun	Options(7) 61,112	6.52%	Options 61,112	277,601

Samuel C. Powell(8)	Warrants(4) 11,484	3.83%	Warrants 11,484	179,720

David B. Johnson Family Foundation	Warrants(5) 49,382	*	Warrants 49,382	0

John F. Rooney	Warrants(5) 4,938	*	Warrants 4,938	0

Ellis Family Limited Partnership	Warrants(5) 9,259	*	Warrants 9,259	0

Perkins Capital Management, Inc.	Warrants(5) 4,938	*	Warrants 4,938	0
Profit Sharing Plan

Industricorp & Co., Inc FBO Twin	Warrants(5) 30,864	*	Warrants 30,864	0
City Carpenters Pension Plan

Pyramid Partners, L.P.	Warrants(5) 49,382	*	Warrants 49,382	0

Piper Jaffray as Custodian FBO	Warrants(5) 6,173	*	Warrants 6,173	0
Harold Roitenberg IRA

Sandra J. Hale	Warrants(5) 3,087	*	Warrants 3,087	0

USB Piper Jaffray as Custodian	Warrants(5) 3,087	*	Warrants 3,087	0
FBO Mark Halsten IRA

Marla C. Kennedy	Warrants(5) 3,087	*	Warrants 3,087	0

William R. Kennedy	Warrants(5) 3,087	*	Warrants 3,087	0

Margaret Velia Kinney	Warrants(5) 3,087	*	Warrants 3,087	0

E. Robert Kinney	Warrants(5) 3,087	*	Warrants 3,087	0

MB Partnership	Warrants(5) 3,087	*	Warrants 3,087	0

The Miller Family Trust	Warrants(5) 3,087	*	Warrants 3,087	0

Name of Selling Shareholder	Securities Beneficially Owned	Percent Common Stock Owned (1)	Number of Shares Registered for Sale Hereby (2)	Securities Beneficially Owned After Completion of the Offering (3)
Strickland Family Limited Partnership	Warrants(5) 4,938	*	Warrants 4,938	0

Christopher T. Dahl	Warrants(5) 3,087	*	Warrants 3,087	0

Edward E. Strickland	Warrants(5) 4,938	*	Warrants 4,938	0

Richard W. Perkins Trustee FBO	Warrants(5) 6,173	*	Warrants 6,173	0
Richard W. Perkins Trust

Pamela L. Brown, Trustee FBO	Warrants(5) 3,087	*	Warrants 3,087	0
Pamela L. Brown, Trust

Perkins Foundation	Warrants(5) 3,087	*	Warrants 3,087	0

Perkins and Partners Profit Sharing	Warrants(5) 6,173	*	Warrants 6,173	0
Plan & Trust

Danton S. Char	Warrants(5) 3,087	*	Warrants 3,087	0

Donald M. & Pauline H. Roux JT	Warrants(5) 3,087	*	Warrants 3,087	0

Piper Jaffray as Custodian FBO	Warrants(5) 3,087	*	Warrants 3,087	0
James H. Lehr SEG/IRA

Rockford, Inc. Pension & Profit	Warrants(5) 3,087	*	Warrants 3,087	0
Sharing Plan & Trust

Daniel W. O'Brien	Warrants(5) 3,087	*	Warrants 3,087	0

Elliot A. and Jean E. Cobb Joint Account	Warrants(5) 3,087	*	Warrants 3,087	0

Dorsey & Whitney Retirement	Warrants(5) 3,087	*	Warrants 3,087	0
Trust FBO Thomas O. Moe

USB Piper Jaffray as Custodian	Warrants(5) 3,087	*	Warrants 3,087	0
Gary B. Davis SEG/IRA

USB Piper Jaffray as Custodian	Warrants(5) 2,469	*	Warrants 2,469	0
FBO Daniel S. Perkins IRA

Daniel S. Perkins, Trustee FBO	Warrants(5) 4,321	*	Warrants 4,321	0
Daniel S. Perkins

USB Piper Jaffray as Custodian	Warrants(5) 1,852	*	Warrants 1,852	0
FBO Patrice M. Perkins IRA

Patrice M. Perkins Trust	Warrants(5) 4,321	*	Warrants 4,321	0

USB Piper Jaffray as Custodian	Warrants(5) 4,321	*	Warrants 4,321	0
FBO James G. Peters, Sr. IRA

USB Piper Jaffray as Custodian	Warrants(5) 5,556	*	Warrants 5,556	0
FBO David H. Potter IRA

Robert G. Allison	Warrants(5) 12,346	*	Warrants 12,346	0

Gary A. Bergren	Warrants(5) 3,703	*	Warrants 3,703	0

Craig L. Campbell	Warrants(5) 3,703	*	Warrants 3,703	0

USB Piper Jaffray as Custodian	Warrants(5) 12,346	*	Warrants 12,346	0
FBO Bradly A. Erickson IRA

Name of Selling Shareholder	Securities Beneficially Owned	Percent Common Stock Owned (1)	Number of Shares Registered for Sale Hereby (2)	Securities Beneficially Owned After Completion of the Offering (3)
Dennis D. Gonyea	Warrants(5) 6,173	*	Warrants 6,173	0

Dorothy J. Hoel	Warrants(5) 6,173	*	Warrants 6,173	0

USB Piper Jaffray as Custodian	Warrants(5) 3,087	*	Warrants 3,087	0
FBO Charles W. Pappas IRA

USB Piper Jaffray as Custodian	Warrants(5) 16,297	*	Warrants 16,297	0
FBO Richard C. Perkins IRA

Richard C. Perkins	Warrants(5) 6,173	*	Warrants 6,173	0

John T. Potter	Warrants(5) 3,703	*	Warrants 3,703	0

Scott E. and Mary T. Strickland	Warrants(5) 3,703	*	Warrants 3,703	0

David M. Westrum, TTEE FBO David	Warrants(5) 3,703	*	Warrants 3,703	0
M Westrum Revocable Living Trust

Shawn P. Weinand	Warrants(5) 3,457	*	Warrants 3,457	0

Stephen E. Kairies	Warrants(5) 3,087	*	Warrants 3,087	0

Jeff Dobbs	Warrants(5) 6,173	*	Warrants 6,173	0

Dan Dryer	Warrants(5) 6,173	*	Warrants 6,173	0

Dr. Paul C. and Nancy S. Seel	Warrants(5) 3,087	*	Warrants 3,087	0

Luke W. Vidor	Warrants(5) 3,087	*	Warrants 3,087	0

USB Piper Jaffray as Custodian	Warrants(5) 3,087	*	Warrants 3,087	0
FBO James B. Wallace

John Albers	Warrants(5) 9,259	*	Warrants 9,259	0

Kevin McHale	Warrants(5) 3,087	*	Warrants 3,087	0

Donald A. Johnson	Warrants(5) 6,173	*	Warrants 6,173	0

John & Catherine Oglesby Ten Com	Warrants(5) 28,396	*	Warrants 28,396	0

Jeffrey E. O'Neil	Warrants(5) 2,469	*	Warrants 2,469	0

First Trust Assoc. as TTEE	Warrants(5) 3,087	*	Warrants 3,087	0
Jon G. Nelson IRA

Jeff Walker and Susan E. Walker	Warrants(5) 3,087	*	Warrants 3,087	0

Kenneth G. Benson	Warrants(5) 3,703	*	Warrants 3,703	0

William A. Strenglis & Kalliope	Warrants(5) 3,087	*	Warrants 3,087	0
Strenglis TTEES of the Family Trust

John J. Altmann SR	Warrants(5) 3,087	*	Warrants 3,087	0

Jeffrey D. Rahm & Stanley D. Rahm, JTWROS	Warrants(5) 3,087	*	Warrants 3,087	0

J. Mark Lathers IRA	Warrants(5) 3,087	*	Warrants 3,087	0

Name of Selling Shareholder	Securities Beneficially Owned	Percent Common Stock Owned (1)	Number of Shares Registered for Sale Hereby (2)	Securities Beneficially Owned After Completion of the Offering (3)
Kyle Mansfield	Warrants(5) 3,087	*	Warrants 3,087	0

Steven J. Bateman	Warrants(5) 3,087	*	Warrants 3,087	0

Brian R. & Jennifer Johnson	Warrants(5) 3,087	*	Warrants 3,087	0

Joseph Hendrickson	Warrants(5) 3,087	*	Warrants 3,087	0

William H. Riviere & Renee Riviere	Warrants(5) 1,852	*	Warrants 1,852	0

First Trust Natl. Assoc. TTEE	Warrants(5) 3,087	*	Warrants 3,087	0
Thomas Tsatsos IRA

Jeffrey D. Rahm & Susan Rahm	Warrants(5) 3,087	*	Warrants 3,087	0

David E. Riviere	Warrants(5) 3,087	*	Warrants 3,087	0

Gary Kohler	Warrants(5) 3,087	*	Warrants 3,087	0

Pyramid Trading Ltd. Partnership	Warrants(5) 172,839	3.37%	Warrants 172,839	0

Paul Forsberg	Warrants(5) 37,037	*	Warrants 37,037	0

Ann S. Chudnofsky	Warrants(5) 3,087	*	Warrants 3,087	0

Miller, Johnson & Kuehn, Inc.	Warrants(5) 11,662	*	Warrants 11,662	0

Miller, Johnson & Kuehn, Inc.	Warrants(5) 6,173	*	Warrants 6,173	0
Investment Pool

Joseph D. Leach	Warrants(5) 14,259	*	Warrants 14,259	0

David B. Johnson	Warrants(5) 13,429	*	Warrants 13,429	0

Paul R. Kuehn	Warrants(5) 13,429	*	Warrants 13,429	0

Stanley D. Rahm	Warrants(5) 4,476	*	Warrants 4,476	0

Eldon C. Miller	Warrants(5) 4,476	*	Warrants 4,476	0

Robert Bohannon	Options (10) 20,000	*	Options 20,000	0

Harry McCoy	Options (9) 61,112	1.22%	Options 61,112	0

* Less than 1.0%

(1)	Based on 4,961,449 shares of Common Stock issued and outstanding as of the date of this Prospectus.

(2)	Does not constitute a commitment to sell any or all of the stated number of shares of Common Stock. The number of shares of Common Stock offered will be determined from time to time by the Selling Shareholder in his or her discretion.

(3)	Assumes all the shares of Common Stock are sold pursuant to this Prospectus and that no other shares of Common Stock are acquired or disposed of by the Selling Shareholders prior to the termination of this Prospectus.

(4)	All warrants have an exercise price of $8.7075 unless otherwise noted.

(5)	All warrants have an exercise price of $10.125 unless otherwise noted.

(6)	Mr. Johnson is a director of our Company.

(7)	Mr. Braun is our Chairman and Chief Executive Officer. Includes 61,112 options registered hereunder having an exercise price of $7.1591 per share.

(8)	Dr. Powell is a director of our Company.

(9)	Mr. McCoy was our Chairman and President until October 2000. Includes 61,112 options registered hereunder having an exercise price of $7.1591 per share.

(10)	Mr. Bohannon is the Vice President of Technology, Research and Development for MEDTOX Diagnostics. Includes 20,000 options registered hereunder having an exercise price of $5.69 per share

We have agreed with certain of the Selling Shareholders to file with the Securities and Exchange Commission, under the Securities Act, a Registration Statement of which this Prospectus forms a part, with respect to the resale of the Shares.

HOW THE SHARES MAY BE DISTRIBUTED

The Selling Shareholders have advised us that they may from time to time sell all or a portion of the Shares offered in one or more transactions on the American Stock Exchange, or on any other exchange on which MEDTOX common stock may then be listed, in privately negotiated transactions or otherwise, or a combination of such methods of sale, at market prices prevailing at the time of sale or prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Shareholders and/or purchasers of the Shares for whom they may act as agent (which compensation may be in excess of customary commissions). The Selling Shareholders and any participating broker-dealers may be deemed to be “underwriters” within the meaning of Section 2(4) of the Securities Act of 1933.

Neither the Selling Shareholders nor we can estimate at the present time the amount of commissions or discounts, if any, that will be paid by the Selling Shareholders on account of their sales of the Shares from time to time.

Because the Selling Shareholders may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, the Selling Shareholders will be subject to prospectus delivery requirements under the Securities Act of 1933. Furthermore, in the event of a “distribution” of securities, the Selling Shareholders, any selling broker-dealer, and any “affiliated purchasers” may be subject to Regulation M under the Securities Exchange Act of 1934, as amended, which prohibits certain activities for the purpose of pegging, fixing or stabilizing the price of securities in connection with an offering.

Under the securities laws of certain states, the Shares may be sold only through registered or licensed broker-dealers or pursuant to available exemptions from such requirements. In addition, in certain states the Shares may not be sold unless the Shares have been registered or qualified for sale or an exemption from such requirement is available and is complied with.

We will pay certain expenses in connection with this offering, estimated to be approximately $16,448 but we will not pay for any underwriting commissions and discounts, if any, or other expenses of the Selling Shareholders.

LEGAL MATTERS

Certain legal matters associated with the Shares being offered hereby will be passed upon for us by Fredrikson & Byron, P.A., Minneapolis, Minnesota.

EXPERTS

The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

		Page
	Where You Can Find More Information	2
	Company Summary	3
	Risk Factors	3
	Risks Relating to Forward Looking Statements	7
	Proceeds From the Sale of Shares	8
	Selling Shareholders	8
	How the Shares May Be Distributed	13

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The estimated expenses in connection with this offering are as follows:


Securities and Exchange Commission Filing Fee	$	1,248
Legal Fees and Expenses		6,000
Accounting Fees and Expenses		9,000
Miscellaneous		200

Total Expenses	$	16,448

Item 15. Indemnification of Directors and Officers

Our Certificate of Incorporation and Bylaws include provisions that (i) eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware and (ii) indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, including circumstances in which indemnification is otherwise discretionary.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 16. Exhibits

5.1	Opinion of Fredrikson & Byron, P.A. (“F&B”)

23.1	Consent of Deloitte &Touche LLP

23.2	Consent of Fredrikson & Byron, P.A. (included in the opinion of F&B filed as Exhibit 5.1)

24.1	Power of Attorney (included on pages II-4 of this registration statement).

II-1

Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which we offer or sell securities, a post-effective amendment to this registration statement to:

(i)

Include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)

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; and

(iii)

Include any additional 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 (a)(1)(i) and (a)(1)(ii) do not apply if the 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 section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That for determining 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.

(3) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering.

(b) 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 Securities Act of 1933 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 our 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-2

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

(d) 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.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on July 7, 2004.


	MEDTOX Scientific, Inc.


	By: /s/ Richard J. Braun
	Richard J. Braun
	Chief Executive Officer
	(Principal Executive Officer)

POWER OF ATTORNEY

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. Each person whose signature to this Registration Statement appears below hereby constitutes and appoints Richard J. Braun and Kevin J. Weirsma, and each of them, as his or her true and lawful attorney-in fact and agent, with full power and substitution, to sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his or her substitutes, shall do or cause to be done by virtue hereof.

Signatures	Title	Date

/s/ Richard J. Braun	President, Chief Executive Officer, and	July 7, 2004
Richard J. Braun	Chairman of the Board of Directors

/s/ Kevin J. Wiersma	Chief Financial Officer and Principal	July 7, 2004
Kevin J. Wiersma	Accounting Officer

/s/ Samuel C. Powell, Ph.D.	Director	July 7, 2004
Samuel C. Powell, Ph.D

/s/ Robert J. Marzec	Director	July 7, 2004
Robert J. Marzec

/s/ Robert A. Rudell	Director	July 7, 2004
Robert A. Rudell

/s/ Brian P. Johnson	Director	July 7, 2004
Brian P. Johnson

II-4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
MEDTOX SCIENTIFIC, INC.
EXHIBIT INDEX TO FORM S-3

Exhibit Number	Description
5.1	Opinion of Fredrikson & Byron, P.A. ("F&B")
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Fredrikson & Byron, P.A. (included in the opinion of F&B filed as Exhibit 5.1)
24.1	Power of Attorney (included on page II-4 of this registration statement)

II-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MEDTOX SCIENTIFIC, INC. (Name of Registrant as specified in its Charter)