Address : 9 West 57th Street, New York, New York 10019 U.S.A.

Public Company

Incorporated: 1959

Employees: 2,570

Sales: $204 million

Stock Exchanges: American

SICs:

National Patent Development Corporation (NPD), incorporated in Delaware in 1959, is primarily a holding company, a legal entity separate and distinct from its various operating subsidiaries. NPD’s operations comprise three business segments: Physical Science, Distribution, and Optical Plastics. In addition, National Patent has numerous investments in the domestic health care, biopharmaceutical, and environmental technology industries and holds 54 percent of outstanding shares of common stock in a company distributing pharmaceutical products in Russia.

In 1959, three New York City lawyers, Jerome Feldman, Martin M. Pollak, and Jess Larson, began NPD as a scouting service for dormant patents. Their idea originated in 1958 after Feldman and Pollak heard about a new resin plasticizer developed and put on hold by a company unsure about the product’s marketability. The partners believed the resin offered a superior base material for the manufacture of lipstick and they offered to arrange a licensing agreement. Although the partners found a major cosmetics manufacturer, problems arose when each company told them to get their fee from the other.

While the deal ultimately fell through, Feldman and Pollak saw profit potential in the patent exchange business and decided to form a company that could act, under contract, as a middleman. They found a third partner in Jess Larson, an attorney with considerable government experience, having formerly served as Administrator of the General Services Administration, War Assets Administrator, and Brigadier General in the Air Force Reserve. Larson also saw the possibility of reaping substantial profits developing new commercial products from forgotten patents.

From the beginning NPD focused on screening and buying patents on various devices, technologies, and materials, and then licensing them to other companies or trying to market the products themselves. To screen the thousands of patents lying idle in corporate files, the partners formed a consulting board consisting of patent lawyers, scientists, and engineers.

National Patent began gaining momentum in 1961, a year before the Cuban Missile Crisis, after Feldman and Pollak wrote a letter to then-Soviet Premier Nikita Khrushchev asking for rights to Soviet inventions. Surprisingly, despite Cold War tensions, the Soviets were willing to deal to obtain American dollars and invited them to visit. After three weeks in Russia, NPD experts screened Soviet developments by conferring with some 250 Russian scientists and technicians and won patent rights to market 14 innovations in the United States. National Patent then signed an agreement with Amtorg, the U.S.-based Soviet trade wing.

While some Soviet-acquired innovations proved profitable, others flopped. A surgical stapling device that replaced needle-and-thread suturing earned enough for Feldman to start a medical instrument business. That venture—U.S. Surgical—was later sold off and grew into a multi-million dollar corporation. Unfortunately, most products were far less successful, like an electric eyepad touted as inducing a blissful nap.

Using their Kremlin link, NPD made inquiries in other Communist bloc countries; in Czechoslovakia they met Otto Wichterle, polymer chemist at the Czechoslovak Academy of Sciences. Wichterle devised a novel application for a new plastic compound called Hema, which turned soft and pliable when infused with a liquid. Hema was originally intended for making artificial veins and body organs, but Wichterle found that spinning a droplet of Hema in a thimble-size dish could produce a soft contact lens.

In the West, contact lenses were still produced of hard plastic. By purchasing the spinning technology and the rights to make and market Hema, NPD found its first important product. Nevertheless, for two years the company experimented with the compound, prevented by scarce capital from marketing its new product. Then in 1966 NPD concluded a licensing agreement with Bausch & Lomb of Rochester, New York, a major player in the optical business and well aware of the potential market for soft lenses. The agreement gave Bausch & Lomb exclusive license to the new lens material and Wichterle’s spinning and manufacturing technology. In return, NPD would receive a licensing fee plus half of all Bausch & Lomb’s domestic lens profits.

After the Bausch & Lomb agreement, Feldman searched for other uses for Hema, which had been trademarked as Hydron. While National Patent licensed the rights to Hydron for contact lenses, it retained rights to use the compound for other applications and to produce new products. The company’s labs produced a range of new Hydron-based products, including nail polish, burn-wound dressings, dental root-canal fillers, artificial breasts, and algae-resistant boat paint.

Most promising of all was a reactive chemical that showed potential for dissolving tooth decay, thus replacing drilling. Feldman found the compound at Tufts University, bought the patent rights, and offered the product to Warner-Lambert, which anticipated a use for the product as a plaque-removal agent in mouthwash. NPD’s stock shot up from less than $10 in 1971 to $67 a share in 1972, one year after the Food & Drug Administration (FDA) approved Bausch & Lomb’s new soft lens.

NPD shareholders’ rising expectations proved false when the company’s fortunes turned sour. Bausch & Lomb royalties proved disappointing, prompting National Patent to file suit in a protracted legal battle that threatened to end NPD’s royalties entirely. Then Warner-Lambert announced that trial tests on schoolchildren showed their new mouthwash to be a failure as a plaque remover. NPD’s stock collapsed to just $4 a share in 1973. Responding to these disappointments, Feldman diversified the company into gardening supplies, sporting equipment, solar energy, medical instruments, and contact lenses, planning to make NPD more independent. He also recruited a Russian professor to train company chemists in the production of inter-ferons, a group of proteins produced by the body’s immune system to help combat disease. This erratic strategy proved a dismal failure, causing a decade of poor earnings and a blighted reputation for the company. Feldman later recalled this period as the “dark years.”

Through the 1970s, National Patent’s fortunes rested on a $14 million settlement from Bausch & Lomb. Charles Allen, a world-class deal-maker and founder of Allen & Co., also figured prominently in the company’s survival. Allen took Feldman as a client, arranged private infusions of cash, and bought NPD stock even when times appeared bleakest. He soon controlled one of the largest interests in NPD after the combined holdings of Feldman and Pollak. In spite of Allen’s help, NPD continued to be plagued by marketing mishaps and technological failures. For example, a malfunction in an intravenous control system forced an expensive recall, and the company fell more than a year behind schedule in developing and marketing a solar energy cell. As a result, Feldman cut corporate staff and sold off NPD’s medical equipment and solar energy ventures.

Pollak had better luck with American Hydron, NPD’s contact-lens subsidiary. Established in 1979 as International Hydron Corporation to manufacture and sell contact lenses in the United States, the subsidiary produced its first earnings in 1982. A year later industry leader Bausch & Lomb considered American Hydron its major competitor in the sale of daily-wear soft contacts. Pollak’s clever marketing strategy—offering Mercedes-Benzes, videocassette recorders, and gold coins to optometrists who placed large orders—caused the subsidiary’s second-year shipments to double.

Despite intense competition, American Hydron fared well in producing high-quality lenses at a low cost. By the end of 1983, the subsidiary unveiled a new, compact, spincast system that could make lenses similar to Bausch & Lomb’s most popular line. American Hydron also began testing collagen, a protein produced from cowhide, in an attempt to displace Hydron in low-cost lens production. By 1987, American Hydron was producing contact lenses using three distinct methods—lathing, cast molding, and spincasting, each having its own production and marketing advantages. While lens lathing was labor intensive, it proved superior for specialty lenses and low production. Cast molding maintained high optical lens quality but was more efficient in large-volume production. Spincasting was particularly suited for large-volume manufacture with low labor costs.

At the same time, NPD’s Interferon Sciences, Inc. (ISI) subsidiary was moving toward marketing a host of interferon-based treatments for viral diseases. Production problems stemming from inefficiencies in extracting interferon from leukocytes, or white blood cells, were helped by the company’s Czech connection. Pollak was vice-chairman of the Czechoslovak-U.S. Economic Council, a bilateral organization formed to promote trade between the two countries. This role introduced him to council chairman Fred Kuhlmann, vice-president of Anheuser-Busch, a St. Louis-based brewery that used Czechoslovakian hops to make beer. Anheuser’s advanced fermentation technology for cultivating yeast cells proved to be the solution to the interferon production problem. Through the innovative process of “transformation,” DNA molecules containing the genetic code for interferon could be extracted from human white blood cells and inserted into yeast cells, thereby producing interferon on a large scale.

Mutual interest in this process led both companies to embark on a joint production enterprise. ISI would alter individual yeast cells for use by Anheuser to produce billions of offspring. In return for the option of making new interferon products, Anheuser would provide ISI $6 million for research and development. This money aided Interferon Sciences’ clinical trials of an interferon ointment for treating genital herpes—which afflicted an estimated 20 million in the United States alone— and allowed the company to begin testing a treatment for genital warts.

Feldman’s typical business strategy was to spin off new technological ventures into separate companies while retaining most of their stock. By doing so, he transformed NPD into a holding company benefitted by the rising asset value of satellite companies taken public. In 1981, Feldman spun off ISI into a public company while retaining 75 percent of the shares. Two years later he spun off NPS Waste Technologies, an innovator in particle-glass filtering mechanisms for radioactive waste.

By 1987, NPD essentially operated through various subsidiaries and affiliates as a manufacturer and distributer of a wide array of products and services. The company’s operations consisted primarily of four business segments, as well as various research and development programs that were not yet commercially viable. The company’s Ophthalmic Products Group produced and marketed soft contact lenses and accessories. The Medical Science Group produced and distributed first aid products, surgical dressings, and various other hospital and medical products primarily through three subsidiaries, Acme Cotton Products, Chaston Medical & Surgical Products, and Abbey Medical, Inc. In addition to its interferon subsidiary, the Medical Group included dental products, such as the Caridex (R) Caries Removal System. An FDA-approved product that showed promise in removing tooth decay without the need for drilling, Caridex was the same failed dental plaque remover that had shown false promise a decade earlier.

NPD’s Consumer and Service Group distributed home and garden products, as well as produced paint, paint specialties, coated and molded plastic products, and electronic components through several subsidiaries: J. Levin & Co., Inc., E. Rabinowe & Co., Inc., acquired in 1985, and Interstate Paint Distributors Inc., acquired in 1986. The Physical Science Group provided training, operations, engineering, and maintenance services to the electrical power industry and the U.S. Navy. In addition, this group also developed, manufactured, and marketed products and services used in the clean-up of low-level radioactive material from waste water at utility-operated nuclear power plants.

In 1987, NPD sold its interest in both International Hydron and Abbey Medical, Inc., a renter and seller of durable medical equipment. In 1989, the Medical Group introduced a new quick-opening adhesive bandage, STAT STRIP, to the hospital and medical markets. Interferon Sciences (ISI), received FDA approval of its Alferon N Injection, an alpha interferon product derived from human leukocytes developed for the treatment of recurring genital warts in patients 18 years or older. This achievement essentially transformed ISI from a research and development firm into an operating pharmaceutical company. An agreement was made with the Purdue Fredrick Company, a privately owned multinational drug company, to market Alferon N Injections in the United States and abroad. In addition, ISI acquired the worldwide rights from Amarillo Cell Culture for the oral administration of natural interferon, apparently effective in boosting the immune system. In addition, NPD’s consumer and service group, collectively known as the Five Star Group, acquired State Leed, a distributor of various paint items. Together these companies, comprising J. Levin, E. Rabinowe, and Interstate Paint Distributors, had become the largest U.S. distributor of paint specialties, including interior and exterior stains, brushes, rollers, and caulking compounds.

By 1995, NPD had developed into three primary business segments: Physical Science, Distribution, and Optical Plastics. The company also had investments in Hydro Med Sciences (HMS), a health care business, and GTS Duratek, Inc., an environmental technology firm, as well as continuing investments in ISI.

The Physical Science Group consisted of SGLG, Inc. (formerly GPS Technologies), of which NPD had a 91 percent controlling interest; and General Physics Corporation, approximately 51 percent owned. General Physics provided numerous services, including personnel training and engineering, environmental, and technical support, to commercial nuclear and power utilities, the U.S. Departments of Defense and Energy, Fortune 500 companies, and other commercial and governmental clients. SGLG was a holding company with a 35 percent interest in GSE Systems, a company specializing in simulator software. In 1995 General Physics acquired Cygna Energy Services, a provider of design engineering, materials management, and safety analysis services to the nuclear power industry. General Physics also acquired all of the assets of SGLG, Inc. for approximately $34 million. In response to federal cutbacks in the Departments of Defense and Energy, General Physics began focusing on expanding its management and technical training services as well as specialized engineering services to manufacturers and federal agencies.

Five Star operated as a wholesale distributor of home decorating, hardware, and finishing products. Through the mid-1990s, Five Star remained the largest distributor in the United States of paint products and accessories, caulking compounds, and other items, despite intense competition from considerably larger hardware franchises, including Servistar and True Value.

The Optical Plastics Group operated through NPD’s wholly owned subsidiary MXL Industries, a producer of molded and coated optical and non-optical products. MXL also made state-of-the-art injection molding tools, using polycarbonate resin to make shields, face masks, and lenses for over 55 clients in the safety, recreation, and military industries.

NPD’s Hydro Med Sciences subsidiary manufactured medical devices, drugs, and cosmetic polymer products. HMS was established to explore the application of HydronR polymers for biomedical purposes. Since the 1970s HMS was involved in the development of human and veterinary drugs and dental and medical devices. The company developed the Syncro-Mate BR implant for the synchronized breeding of bovine heifers, the first veterinary implant drug to be approved by the FDA. HMS also produced a water-soluble HydronR polymer for commercial applications in cosmetic products, including body lotions, moisturizers, and sunscreens.

ISI, a biopharmaceutical company, continued to be involved principally in the production and sale of Alferon N Injections. In 1995, the product still represented the only FDA-approved drug based on a natural source for the treatment of certain types of genital warts. ISI also explored new applications for its injectable, topical, and oral formulations of natural alpha interferon for the treatment of HIV, hepatitis C, hepatitis B, multiple sclerosis, cancers, and other diseases. In the biomedical industry, various alpha interferon drugs have been approved for 17 different medical uses in more than 60 countries. As a group, sales of these biopharmaceuticals approached $2 billion in 1994. Gaining approval to sell the product in Mexico in the mid-1990s, ISI also sought regulatory approval to market Alferon N Injections in Austria, Canada, Hong Kong, Israel, Singapore, and the United Kingdom.

ISI’s other products under development included Alferon N Gel and Alferon LDO. Alferon N Gel, a topical application, had potential for treating cervical dysplasia, recurrent genital herpes, other viral diseases, and cancers. Alferon LDO constituted a low oral dose of liquid alpha interferon, possibly proving beneficial in treating HIV and other viral diseases. These products were undergoing clinical trials during the mid-1990s.

NPD organized its American Drug Company (ADC) subsidiary in 1993 to distribute general Pharmaceuticals and medical products in Russia and the Commonwealth of Independent States (CIS), the former Soviet republic. ADC was formed from NPD Trading (USA), Inc., which had been set up in 1990 to provide consulting services to Western businesses in Russia and Eastern Europe. NPD Trading would continue to operate as a subsidiary of the newly formed ADC, providing a broad range of business services to many American and Western corporations. Through NPD Trading, ADC’s various activities involved developing and assisting Western businesses to create trading, manufacturing, and investment opportunities in Russia, the Czech and Slovak Republics, and other countries in Eastern Europe and the CIS. ADC also focused on marketing American-made pharmaceuticals and health care products—antibiotic ointments, pain-relief medication, vitamins, bandages, prescription injectable anti-cancer drugs, antibiotics, and other prescription drugs— under its own label in Russia and the CIS. To distribute these products, ADC initiated marketing ventures with hospitals, pharmacies, and clinics throughout Russia and the CIS.

NPD’s interests in environmental technology centered on GTS Duratek, Inc. As of March 1, 1995, NPD decreased its holdings of Duratek’s outstanding shares of common stock from 61 to 40 percent. Incorporated in Delaware in December 1982, Duratek’s operations comprised two principal groups: the Technology Group converted radioactive and hazardous waste to glass by means of in-furnace vitrification processes, as well as specializing in removing radioactive and hazardous contaminants from waste water through a filtration and ion process. The Services Group provided consulting, engineering, and training services, as well as technical personnel, assistance with nuclear power outages and operations, and Department of Energy environmental restoration projects. As of 1995, major customers for these services included Duke Power Company, Vermont Yankee Nuclear Power Corporation, New York Power Authority, Tennessee Valley Authority, GPU Nuclear Corporation, PECO Energy Company, and FERMCO.

Principal Subsidiaries

GPS Technologies; GTS Duratek, Inc.; General Physics Corporation; Interferon Sciences, Inc.; Five Star Group, Inc.; MXL Industries, Inc.; American Drug Company.

Further Reading

Curan, John J., “National Patent Rises Again,” Fortune, August 8, 1983, pp. 98-102.

Marcial, Gene G., and Jeffery M. Laderman, “Why National Patent Is Feeling No Pain,” Business Week, January 13, 1986.

“National Patent Development Corp: Soft Lenses Now Mean Hard Profits for This Fallen Angel,” Financial World, February 1, 1976, p. 3.

“Russian Grab Bag,” Newsweek, July 31, 1961, pp. 60-63.

“The Riches in Dormant Patents,” Business Week, April 15, 1961, p. 96.

Washington investors old enough to remember when the stock market sometimes went down as well as up may also recall National Patent Development Corp.

Back in the days when high technology meant pocket calculators, NPD was a hot tech stock. In the 1960s and 1970s the firm made a bundle from its investment in the development of soft contact lenses and another bundle when it financed U.S. Surgical Corp., the pioneer in surgical staples.

But NPD's last big hits were in the early 1980s. Then a $100-a-share-plus stock, it hasn't seen triple digits in more than a decade. The stock, traded on the American Stock Exchange as NPD, sank to a record low of $6.12 1/2 last April but regained altitude over the summer.

At least one Wall Street analyst sees the potential for substantial future gains in the stock of National Patent, which plans to sell half a dozen businesses and concentrate on its primary subsidiary, General Physics Corp. of Columbia.

Since its glory days, NPD has become a major player in the Washington tech community by making investments in three companies, all based in Columbia.

General Physics, best known for training nuclear power plant operators, is owned outright by NPD, which bought out shareholders in January. NPD also owns a 15 percent stake in GTS Duratek Inc., a hazardous-waste disposal firm, and 22 percent of the stock of GSE Systems Inc., a simulation and training software company.

Besides its Washington investments, NPD also owns Five Star Group Inc., a New Jersey distributor of decorative hardware and painting products, and MXL Industries, a Pennsylvania maker of safety glasses. It also holds 15 percent of the stock of Interferon Sciences Inc. a New Jersey biopharmaceutical firm, and 30 percent of Avenue Entertainment, a New York movie production company.

Acquired over the years, none of these companies proved to be a big success, leaving NPD with a conglomeration of second-string players in disparate industries that didn't add up to much as far as Wall Street was concerned.

Five Star and MXL are privately held companies and General Physics is a wholly owned subsidiary of NPD. The other firms are publicly traded.

GSE shares trade as GSES on the Nasdaq Stock Market and closed Friday at $4.25. GTS Duratek is DRTK on Nasdaq, closing Friday at $14.18 3/4. Interferon Sciences is IFSC on Nasdaq, $8.87 1/2 at Friday's close. Avenue trades as PIX on the American Stock Exchange, where it closed at $9.50 Friday.

National Patent's founder and chairman, Jerome Feldman, now spends more time in Howard County than he does at the conglomerate's headquarters in New York. Feldman, 68, divides his time between the offices of General Physics, NPDs biggest division, and those of GSE, where he took over as chairman in April, replacing William Kuhlmann.

In a recent interview, Feldman said his main short-term goal is to turn around GSE, a General Physics spinoff that specializes in simulation software and programs that handle manufacturing and distributions systems.

In the long term, Feldman wants to convert NPD from an investment firm into an operating company built around General Physics. In the process, the company plans to methodically dispose of most of the rest of NPD's diverse portfolio of companies, he said. "The only one I don't know if we're going to sell is GSE. That's so close to what General Physics is doing."

GSE reported a loss of slightly more than $1 million in the three months ended June 30 compared with a profit $426,000 in the same period a year earlier. The loss of some key contracts pared almost 20 percent from GSE's revenue for the first half of the year, prompting Feldman to implement a plan aimed at trimming overhead by $4 million a year.

GSE stock, trading for more than $10 a share at the beginning of this year, hit a 52-week low of $4 last month and has only recovered a little.

Fixing problems has become a way of life for Feldman. He spent most of the past decade digging NPD out from under a mountain of debt that the company accumulated in the early 1980s. When its soft contact lens patents ran out and with them a steady stream of revenue, the company invested in several businesses, among them General Physics. A lot of those companies couldn't be sold for a price high enough to pay off their debts, so NPD had to hold on to them.

To make matters worse, NPD borrowed heavily from Swiss banks. The loans were in Swiss francs. When the value of the dollar dropped compared with the Swiss currency, NPD had to pay back millions more than it had borrowed.

Feldman has whittled NPD's long-term debt from $277 million to about $6 million as of the company's last financial statement. He now wants to become debt free. "There's nothing like $300 million in debt to make you learn your lesson," he rues. "Never again."

To eliminate the debt, the company has sold off several investments, some at painfully low prices. One of those companies was GTS Duratek, an NPD subsidiary before it went public in 1986.

National Patent remained the principal owner of Duratek until early 1995 when it sold 1.6 million shares to Washington's Carlyle Group, which agreed to pump $16 million into the firm. NPD gave up its seats on the Duratek board, turning control of the business over to the prominent investment banking firm.

Carlyle paid only $3 a share for NPD's Duratek stock, which is now worth almost five times that much. The stock sank to about $5 in April after Duratek posted a $4.7 million first-quarter loss, but has recovered steadily since.

Since giving up control of Duratek, NPD has been methodically reducing its stake in the company. It sold 26,000 shares in June, 16,000 in July and another 27,000 in August, according to insider-trading reports filed with the Securities and Exchange Commission.

While those stock sales are expected to continue at a regular pace, the liquidation of NPD's other investments will depend on finding buyers willing to look at the companies at the right price. "Opportunistic" is the word Feldman uses.

How much money can the company raise by monetizing its holdings? That's the kind of question that causes investment bankers and securities analysts to crank up their spreadsheets and start crunching numbers.

Analyst David Kardell of New York's Oppenheimer & Co. has done the calculations. He figures NPD's assets are worth at least $20 a share. With the stock selling for $12, there's money to be made, said Kardell, who issued a "buy" recommendation in mid-August.

Though the stock of many companies sells for much more than the value of their assets, the market won't pay full price -- let alone a premium -- for an out-of-favor outfit like NPD. Kardell estimated the company's shares could move up to $15 within a year. The stock was trading at less than $10 when the Oppenheimer research report came out and already is almost halfway to Kardell's goal.

Feldman said if he can successfully cash in NPD's other investments the holding company may merge into General Physics. He shrugs off questions about what the company would be named but waxes enthusiastic about the future of GP, as lots of people call it.

Launched to train nuclear power plant operators, including engine-room crews on U.S. nuclear submarines, GP had to reinvent itself when the industry went into decline.

What has emerged is a "performance improvement" company that has accelerated its growth since longtime employee John McAuliffe worked his way up to the president's job. Revenue has grown from $108 million in 1995 to $117 million in 1996, and hit $69 million in the first half of this year, putting the company on track toward its 1997 revenue goal of $140 million. The company's profits are growing along with revenues, but are not broken out from NPD's.

As GP has grown, so has the share of its business generated by private-sector clients, which rose by 36 percent last year and accounted for more than half of revenue. Profit from private-sector business is substantially better than that from work for government agencies.

Training workers to do their jobs more efficiently and use new technology has become GP's specialty, McAuliffe explained. A lot of it is "mistake and error proofing," which involves not only teaching workers techniques that avoid flaws, but adopting processes to improve quality control.

Oppenheimer analyst Kardell projects that GP will be able to continue growing by 20 percent a year and that if it were a separate company, General Physics stock could be worth $11 to $14 a share.

With the parent company's shares already selling in that range, and the potential to turn the conglomerate's other assets into cash, NPD could have one more chance to become a hot tech company again. A LOOK AT . . . NATIONAL PATENT DEVELOPMENT The holding company owns stakes in three Maryland companies. National Patent Development Corp. General Physics Headquarters: Columbia Business: Provides "performance improvement" training for business and government. 1996 sales: $117 million 1996 profit: $6.5 million Ownership: Wholly owned by National Patent Development. GSE Systems Inc. Headquarters: Columbia Business: Makes enterprise-wide software. 1996 sales: $96 million 1996 profit: $4.1 million Ownership: 22 percent owned by National Patent Development. GTS Duratek Headquarters: Columbia Business: nuclear waste disposal service 1996 sales: $44 million 1996 profit: $2.1 million Ownership: 15 percent owned by National Patent Development. Other NPD investments

• Five Star Group Inc.: Owns 100 percent of the New Jersey distributor of hardware and painting products.
• Avenue Entertainment: Owns 30 percent of the New York film producer.
• Interferon Sciences Inc.: Owns 15 percent stake in the New Jersey biotech firm.
• MXL Industries: Owns 100 percent of the plastic lens manufacturer.