-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1DSuRNe5GDNwLRpMeYb90KFxCxato0ngugomEdIMRRBcvAwTgmFWPpkP24stt4C 3xfJl25/hqO6jDyey6y9Ug== 0000927016-97-002434.txt : 19970912 0000927016-97-002434.hdr.sgml : 19970912 ACCESSION NUMBER: 0000927016-97-002434 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970904 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPACETEC IMC CORP CENTRAL INDEX KEY: 0001002175 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 043116697 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-34445 FILM NUMBER: 97675474 BUSINESS ADDRESS: STREET 1: BOOTT MILL STREET 2: 100 FOOT OF JOHN STREET CITY: LOWELL STATE: MA ZIP: 01852-1126 BUSINESS PHONE: 5082756100 MAIL ADDRESS: STREET 1: BOOTT HILL STREET 2: 100 FOOT OF JOHN STREET CITY: LOWELL STATE: MA ZIP: 01852-1126 S-3/A 1 FORM S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1997 REGISTRATION NO. 333-34445 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- SPACETEC IMC CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-3116697 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION) THE BOOTT MILL, 100 FOOT OF JOHN STREET, LOWELL, MA 01852-1126, (508) 275-6100 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- DENNIS T. GAIN PRESIDENT AND CHIEF EXECUTIVE OFFICER SPACETEC IMC CORPORATION THE BOOTT MILL 100 FOOT OF JOHN STREET LOWELL, MASSACHUSETTS 01852-1126 (508) 275-6100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) WITH COPIES TO: LYNNETTE C. FALLON, ESQ. MARC A. RUBENSTEIN, ESQ. PALMER & DODGE LLP ONE BEACON STREET BOSTON, MASSACHUSETTS 02108 (617) 573-0100 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Registration Statement is declared effective. ---------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with the dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to 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. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION PROSPECTUS PRELIMINARY PROSPECTUS DATED SEPTEMBER 4, 1997 SPACETEC IMC CORPORATION 1,133,332 SHARES OF COMMON STOCK ----------- This Prospectus relates to the offer and sale (the "Offering") of 1,133,332 shares (the "Shares") of Common Stock, $.01 par value per share (the "Common Stock"), of Spacetec IMC Corporation ("Spacetec" or the "Company"). The Shares may be offered by certain stockholders of the Company identified herein and their pledgees, donees, transferees or other successors in interest (the "Selling Stockholders") from time to time in transactions on the Nasdaq National Market, in privately negotiated transactions, or by a combination of such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholders may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders or the purchasers of the Shares for whom such broker-dealer may act as agent or to whom they sell as principal or both (which compensation to a particular broker-dealer might be in excess of customary commissions). See "Selling Stockholders" and "Plan of Distribution." None of the proceeds from the sale of the Shares by the Selling Stockholders will be received by the Company. The Company will bear certain expenses (other than fees and expenses of counsel or advisors to the Selling Stockholders) in connection with the registration and sale of the Shares being offered by the Selling Stockholders. The Common Stock is quoted on the Nasdaq National Market under the symbol "SIMC." On September 3, 1997, the last sale price of the Company's Common Stock was $3 per share. ----------- THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS. ----------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. The date of this Prospectus is September , 1997.
PAGE ---- Available Information...................................................... 3 Incorporation of Certain Documents by Reference............................ 3 The Company................................................................ 5 Risk Factors............................................................... 5 Selling Stockholders....................................................... 10 Plan of Distribution....................................................... 34 Legality of Common Stock................................................... 34 Experts.................................................................... 34
2 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement under the Securities Act of 1933, as amended, with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all of the information set forth in such Registration Statement and the exhibits and schedules thereto. For further information with respect to the Company and the Common Stock offered hereby, reference is made to such Registration Statement and the exhibits and schedules thereto. Statements made in this Prospectus as to the contents of any contract, agreement or other document filed as an exhibit to the Registration Statement are not necessarily complete, and in each such instance reference is made to such document filed as an exhibit to the Registration Statement, each such statement being deemed qualified in its entirety by such reference. 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 Commission. A copy of the Registration Statement of which this Prospectus is a part and reports, proxy statements and other information filed by the Company may be inspected and copied at the public reference facilities of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional offices of the Commission: Suite 1300, 7 World Trade Center, New York, New York 10007 and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies may be obtained at prescribed rates from the Commission's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, certain material filed by the Company should also be available for inspection at the offices of the NASD Reports' Section, 1735 K Street, N.W., Washington, D.C. 20006. Such information can also be reviewed through the Commission's Electronic Data Gathering Analysis and Retrieval System which is publicly available through the Commission's Web site (http://www.sec.gov). ---------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed with the Commission under the Exchange Act are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997 (File No. 0-27302) filed with the Commission on June 27, 1997. (b) The Company's Current Report on Form 8-K, dated August 11, 1997, filed with the Commission on August 11, 1997. (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997 (File No. 0-27302) filed with the Commission on August 11, 1997. (d) All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal quarter covered by the quarterly report referred to in (c) above. (e) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (File No. 0-27302) filed with the Commission on November 29, 1995, including any amendment or report filed hereafter for the purpose of updating such description. All documents filed after the date of this Registration Statement by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment that indicates that all shares of Common Stock offered hereunder have been sold or which deregisters all shares of Common Stock remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein (or in any other subsequently filed document which 3 also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will furnish without charge to each person, including beneficial owners, to whom this Prospectus is delivered, on written or oral request, copies of the documents incorporated in this Prospectus by reference, other than exhibits to such documents. Requests should be directed to Chief Financial Officer, Spacetec IMC Corporation, The Boott Mill, 100 Foot of John Street, Lowell, Massachusetts 01852-1126. Telephone: (508) 275-6100. 4 THE COMPANY Spacetec IMC Corporation was incorporated in Massachusetts in April 1991. The Company's principal executive offices are located at The Boott Mill, 100 Foot of John Street, Lowell, Massachusetts 01852-1126. The Company's main telephone number is (508) 275-6100. RISK FACTORS An investment in the shares of Common Stock offered hereby involves a high degree of risk. The following factors, in addition to the other information in this Prospectus, should be carefully considered in evaluating the Company and its business before purchasing the shares of Common Stock offered hereby. Reliance on 3D Graphical Interface Market. The Company's future success will continue to depend on sales of its hardware and software products designed to be used with 3D graphical user interfaces. The Company's ability to increase sales of its products depends in part on the continued growth of the development of products incorporating a 3D graphical interface. There can be no assurance that the market for such user interfaces will continue to grow or that the Company will be able to respond effectively to the evolving requirements of such market. Rapid Technological Change; Dependence on New Product Development. The electronics industry in general, and the markets for the Company's products in particular, are characterized by rapidly changing technology, evolving industry standards, frequent new product introductions, short product life cycles and significant competition. The introduction of products embodying new technologies and the emergence of new industry standards present opportunities for current and potential competitors of the Company to gain market share and can quickly render the Company's products less attractive or obsolete and unmarketable. In order to keep pace with this rapidly changing market environment, the Company must continually develop and incorporate into its products new technological advances and features desired by the marketplace at acceptable prices. The successful development and commercialization of new products involves many risks, including the identification of new product opportunities, the timely completion of the development process, the control and recoupment of development and production costs and acceptance by customers of the Company's products. There can be no assurance that the Company will be successful in identifying, developing, manufacturing and marketing new products in a timely and cost effective manner, that the Company's products will be accepted in the marketplace, or that products or technologies developed by others will not render the Company's products or technologies uncompetitive. Reliance on Large Customers. The Company had two customers representing 24.3% and 9.8% of revenues for the fiscal year ended March 31, 1996 and two customers representing 17.0% and 14.8% of revenues for the fiscal year ended March 31, 1997. The Company expects that these customers will continue to represent a significant percentage of its revenues for the foreseeable future, although it expects that sales to them will generally decline as a percentage of total revenues. None of these customers is obligated to purchase any specific amount of the Company's products. There can be no assurance that the Company will be able to retain any of these companies as customers or, in the event of a reduction or loss of business with any such customer, that the Company could establish other satisfactory relationships for sales of its products. Purchases by these customers are governed by the terms of purchase orders submitted to the Company and by written agreements covering other terms of the sale, including pricing, shipping, quality and warranty. Generally, a customer has the right to cancel or modify quantities and deliveries, without cost, subject to notice requirements. In the event of a cancellation or rescheduling of orders by any customer, the Company may not be able to replace such orders with other sales. The occurrence of any such events could have a material adverse effect on the Company's operating results. Reliance on Third-Party Distribution Channels. While the Company currently markets and sells a significant portion of its products directly to end-users, the Company expects that the portion of its product sales 5 through third-party distribution channels, including original equipment manufacturers ("OEMs"), value added resellers ("VARs"), system integrators and distributors, will increase as its products gain market acceptance. Such OEMs and VARs are not under the control of the Company. Although these customers in turn sell to a wide variety of end-users, the Company is subject not only to the risk that its customers will discontinue selling and marketing its products, but also to the risk that the end-users supplied by the Company's customers will alter their preferences in a manner that has a material adverse effect on the Company's operations. There can be no assurance that the Company will be able to retain its current resellers or expand its distribution channels by entering into arrangements with new resellers. Consumer Marketplace. The Company commenced retail shipments of its SpaceOrb 360 during the fiscal year ended March 31, 1997 into the consumer market. Retail distribution channel sales require significantly greater marketing and sales expenditures and post-sale support costs. Penetration of this market is dependent to a significant extent on building relationships with distributors and retailers. An increasing number of vendors compete for access to these distributors and retailers, which generally offer products of several different companies, including products competitive with the Company's products. The Company anticipates that it will commit substantial resources to increase penetration of this distribution channel. In the future, the Company intends to reach the consumer marketplace through three channels strategies: (i) retail sell-through, (ii) sales of turnkey product or core components to OEMs, and (iii) technology licensing and component sales to producers of hardware platforms, such as console game systems and PCs. There can be no assurance that the Company will be successful in implementing any of these marketing strategies in the consumer marketplace or in launching any new products into these markets, or that any negotiations with leading manufacturers, OEMs or distributors in this marketplace will be successfully completed on terms favorable to the Company. If the Company is successful in penetrating this sales channel, the Company believes that its gross margins would decrease due to the anticipated prices for the Company's products in the retail market, where the Company believes it must price its products below certain levels to penetrate this market, and anticipated cost of revenues in the retail market. The Company further anticipates that its results from sales to retail channels will be significantly affected by seasonality due primarily to the increased demand for 3D game and entertainment applications and related products during the year-end holiday buying season. Retail distributors typically expect that they will be permitted to return inventory to the Company for credit against other purchases on negotiated terms. In addition, the Company anticipates that retail distributors will require price protection clauses in agreements with the Company pursuant to which the Company will be obligated to grant credits if the Company reduces selling prices on products previously purchased by the distributor. Moreover, to the extent the Company generates significant sales to retail distribution channels relative to its sales to OEMs, there is a greater risk of increased product returns and warranty claims. The Company has established reserves for product returns and warranty claims based on its previous experience and future expectations. If the Company is successful in penetrating retail distribution channels, there can be no assurance that these reserves will be adequate or that product returns and warranty claims and price protection adjustments will not have a material adverse effect on future operating results. Competition. The market for computer products is intensely competitive and rapidly changing. The Company's products currently compete against established products and no assurance can be given that the Company's products will not be rendered obsolete by technological advances of others. The Company expects that competition from existing competitors will increase and that new competitors will enter the 3D motion control market. Many of the existing and potential competitors have experienced management, larger technical staffs, more established and larger marketing and sales organizations, better developed distribution systems and significantly greater financial resources than the Company. The Company anticipates that its competitors will ultimately develop hardware products based on technology that does not infringe on the patent rights of the Company, which may provide capabilities similar or superior to those of the Company's products. Increased competition could result in price reductions and loss of market share for the Company. There can be no assurance that the Company will be able to compete successfully or that competition will not have a material adverse effect on the Company's business, operating results and financial condition. 6 Expansion of Operations and Management of Growth. The Company is in a market segment experiencing rapid growth and therefore has added new personnel in various areas of its business. Due to the level of technical and management expertise necessary to support growth, the Company must recruit and retain highly qualified and well-trained personnel. The number of available persons with the requisite skills to serve in these positions may be limited, and it may become increasingly difficult for the Company to hire such personnel over time. The Company's expansion may also significantly strain operational, management, financial and other resources. To manage growth effectively, the Company must continue to enhance its systems and controls and successfully expand, train and manage its employee base. There can be no assurance that the Company will be able to manage this expansion effectively, including providing a satisfactory level of customer service and technical support under the stresses exerted by continued growth. There can be no assurance that the Company will be able to recruit, train and retain sufficient additional customer service employees to improve its service and satisfactorily respond to the support requests of an increased customer base. Any failure to manage the Company's future growth properly could have a material adverse effect on the Company's operating results. Limited Operating History; Variability of Quarterly Operating Results. The Company was incorporated in April 1991 and began commercial shipments of its products in June 1991. During this time, the Company has experienced fluctuations in quarterly operating results due to factors such as competition, variations in customer demand, changes in average selling prices due to volume discounts, entering new markets and international operations, changes in the mix of products sold, unforeseen production difficulties and the introduction of new products. The Company anticipates that its increased sales in the consumer marketplace will likely result in increasing seasonality of its revenues, reflecting consumer purchasing patterns. In view of the Company's significant growth in the past fiscal years, the Company believes that period-to-period comparisons of its financial results are not necessarily meaningful and should not be relied upon as an indication of future performance. There can be no assurance that revenue growth or profitable operations can be sustained on a quarterly or annual basis in the future. Patents and Proprietary Technology. The Company's success is heavily dependent upon its proprietary hardware and software technology. The Company relies on a combination of patent, trade secret, copyright and trademark law, software license agreements, non-disclosure agreements and technical measures to protect its rights pertaining to its products. Such protection may not preclude competitors from developing products with features similar to the Company's products. The Company's success will depend in part on its ability to obtain and defend United States and foreign patent protection for its products and preserve its trade secrets. There can be no assurance that the Company's issued patents, or any future patents, will provide the Company with significant protection against competitive products or otherwise be commercially valuable. Moreover, there can be no assurance that any patents issued to or licensed by the Company will not be infringed upon by others. In the case of infringement of the Company's technologies, there can be no assurance that the Company would be able to afford the expense of any litigation that may be necessary to enforce its proprietary rights. In addition to seeking patent protection, in some cases the Company may rely on contractual arrangements or trade secrets to protect its proprietary technology. There can be no assurance that trade secrets will be developed and maintained, that secrecy obligations will be honored, or that others will not independently develop similar or superior technology. Disputes as to the ownership of such information may arise if consultants, key employees, or other third parties apply technological information independently developed by them or by others to Company projects, and such disputes may not be resolved in favor of the Company. Due to the importance of patent and trade secret protections and the competitive nature of its industry, the Company may also be subject to claims that its technologies infringe on the proprietary rights of other companies. There can be no assurance that such claims will not arise, that the Company will have sufficient resources to pursue any resulting litigation to a final judgment, or that the Company will prevail in such litigation. Dependence on Suppliers. The Company relies on outside suppliers for substantially all of its parts, components and manufacturing supplies. The microprocessor currently used in the manufacture of one of the Company's hardware products is obtained from a single source supplier. The disruption or termination of the 7 supply of microprocessors from this source would have a material adverse effect on the Company's operations and could cause delays in the delivery of such products. Further, even with respect to "off-the-shelf" components which are available from a large number of suppliers, there can be no assurance that the Company's suppliers will continue to meet all of the Company's needs on a timely basis. Dependence on Contract Manufacturers, Including Overseas Manufacturers. The Company has and will continue to rely on outside vendors to manufacture hardware devices among the Companies products. Although the Company's hardware devices are relatively simple devices to manufacture, and the Company has not encountered any delays in obtaining adequate products from its outside contracting organizations, there can be no assurance that delays incurred or quality problems caused by any of the contract manufacturing organizations will not have a material adverse effect on the Company's ability to fill customer orders. In 1996, the Company entered into a manufacturing contract with a entity located in the People's Republic of China. The Company's reliance on outside manufacturers involves several risks, including a potential inability to obtain an adequate supply of required products, and reduced control over the price, timeliness of delivery, reliability and quality of finished products. Certain of the Company's contract manufacturers have relatively limited financial and other resources. Any inability to obtain timely deliveries of products and services having acceptable qualities or any other circumstance that would require the Company to seek alternative sources of contract manufacturing services or to manufacture its own hardware devices internally, could delay the Company's ability to ship its products. Any such delay could damage relationships with customers and such delay could have a material adverse effect on the Company. The use of a foreign manufacturer, most significantly in a country with an emerging commercial base, subjects the Company to additional risks, including unexpected changes in regulatory requirements and tariffs and difficulties in communications with such foreign entity. Finally, the laws of certain countries do not protect the Company's products and intellectual property rights to the same extent as do the laws of the United States. There can be no assurance that these factors will not have a material adverse effect on the Company. Finally, to the extent that such foreign manufacturer fails to perform in accordance with its contract with the Company or to the extent the Company has other claims against such manufacture, it may be difficult to enforce such claims in the Peoples Republic of China. Attraction and Retention of Key Employees. The Company is dependent on the principal members of its management, including Dennis Gain, President and Chief Executive Officer, John Hilton, Vice President and Chief Technology Scientist, and James Wick, Senior Vice President and Chief Software Scientist. The loss of the services of one or more key employees could have a material adverse effect on the Company. The Company believes that its future success will be affected by its ability to attract and retain skilled technical, managerial and marketing personnel. Although the Company has not experienced difficulty to date, there can be no assurance that the Company will be successful in attracting or retaining the personnel it requires to continue to grow and operate profitably. The Company maintains life insurance on the lives of Messrs. Gain, Hilton and Wick in the amounts of $2,250,000, $500,000 and $500,000, respectively. Future Capital Needs. The Company's capital requirements will depend on many factors, including the rate at which the Company can develop its products, the market acceptance of such products, the levels of promotion and advertising required to launch such products and attain a competitive position in the marketplace, the response of competitors to the products based on the Company's technology, and capital necessary for potential acquisitions. Changes in technology or a growth of sales beyond currently established capabilities will also require further investment. To the extent that internally generated funds are insufficient to fund the Company's operating requirements, it may be necessary for the Company to seek additional funding through public or private financing. There can be no assurance that additional financing will be available on acceptable terms or at all. If additional funds are raised by issuing equity securities, further dilution to the existing stockholders may result. If adequate funds are not available, the Company's business would be materially adversely affected, and, as a result, the Company may be required to curtail its operations significantly. 8 Risks Associated with International Operations. Export sales accounted for 26.0% and 35.8% of revenues for the fiscal years ended March 31, 1997 and 1996 respectively, and the Company expects that export sales will continue to represent a significant portion of its net sales. While most of the Company's export sales are U.S. dollar-denominated, decreases in the value of foreign currencies relative to the U.S. dollar could make the Company's products less price competitive. Export sales and operations may also be materially adversely affected by the imposition of government controls, export license requirements, restrictions on the export of critical technology, political and economic instability, trade restrictions, changes in tariffs and taxes, difficulties in staffing and managing international operations and general economic conditions. Any inability to meet foreign regulatory approvals on a timely basis could have a material adverse effect on the Company's operating results. In addition, the Company's business may be affected by lower sales levels which typically occur during the summer months in Europe and other parts of the world. Absence of Dividends. The Company has never declared or paid cash dividends on its capital stock. The Company currently intends to retain all of its earnings to finance future growth and therefore does not anticipate paying any cash dividends in the foreseeable future. Volatility of Share Price. The market price of the Common Stock has been highly volatile. Publicity regarding actual or potential results relating to products under development by the Company and market conditions for emerging growth companies have had and may continue to have a significant impact on the price of the Common Stock. Announcements of technological innovations or new commercial products by the Company or its competitors, developments or disputes concerning patent or proprietary rights, general regulatory developments affecting the Company's products, period-to-period fluctuations in financial results, and economic and other internal and external factors may also have a significant impact on the price of the Common Stock. 9 SELLING STOCKHOLDERS The Shares being offered hereby were acquired by the persons listed in the table below (the "Selling Stockholders") in private placements of the Company's Common Stock. 1,133,332 Shares were acquired on August 8, 1997. All of the Shares are being registered for resale pursuant to a Registration Statement on Form S-3, of which this Prospectus is a part. Selling Stockholders may offer the Shares for resale from time to time after the date hereof. See "Plan of Distribution." Certain of the Selling Stockholders hold positions with the Company. Dennis T. Gain is the Chairman, President and Chief Executive Officer of the Company. John A. Hilton is the Company's Senior Vice President and Chief Technology Scientist. J. Grant Jagelman is a director of the Company. The following table sets forth the name of each Selling Stockholder and the number of Shares beneficially owned by each such holder as of August 8, 1997. All of such Shares indicated in the column entitled "Number of Shares Being Offered" may be offered and sold by the Selling Stockholders in this offering.
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Andrew McQueen Pty Ltd.. 1,600 * 1,600 0 -- (Superannuation Fund A/C) 56 Elizabeth Street Malvern VIC 3144 Anz Nominees Limited.... 14,267 * 14,267 0 -- GPO Box 2842AA Melbourne VIC 3001 Peter Barta and......... 667 * 667 0 -- Marianne Barta PO Box 58 Balgowlah NSW 2093 BB Nominees Pty Ltd..... 31,200 * 31,200 0 -- Level 33 101 Collins Street Melbourne VIC 3000 Catholic Church 13,333 * 13,333 0 -- Insurances Limited...... GPO Box 180B Melbourne VIC 3001 Catholic Church 61,333 * 61,333 0 -- Insurances Limited...... ATTN: J.J.W. Pollock GPO Box 180B Melbourne VIC 3001 Lyndon Catzel........... 667 * 667 0 -- 2 Charlton Avenue Turramurra NSW 2074 Gary Michael Connolly... 533 * 533 0 -- PO Box 10-121 Dominion Road Auckland, New Zealand
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Corcarr Nominees Pty 14,867 * 14,867 0 -- Ltd..................... C/O Prudential Bache Securities (Australia) Limited GPO Box 1668N Melbourne VIC 3001 Corran Pty Ltd.......... 667 * 667 0 -- 326 Murray Street Perth WA 6000 Corran Pty Ltd.......... 667 * 667 0 -- C/O John Hawkins 42 Ryrie Avenue Como WA 6152 Patrick Gerard 133 * 133 0 -- Coughlan................ Cudal Park Cudal NSW 2864 Deborah Anne Dale....... 267 * 267 0 -- 138 Burrum Street Burrum Heads QLD 4659 E.C. Narudne Pty Ltd.... 267 * 267 0 -- 4 Kiora Avenue Mosman NSW 2088 Suzy Caroline Flowers... 2,667 * 2,667 0 -- 18 Tiley Street Cammeray NSW 2062 Galah (Nominees) Pty 4,560 * 4,560 0 -- Ltd..................... Level 42 120 Collins Street Melbourne VIC 3000 Andrew John Geddes and.. 267 * 267 0 -- Mrs. Bernadette Marie Geddes Box 31 Wirrabara SA 5481 Grosvenor Pirie 17,253 * 17,253 0 -- Management Limited...... GPO Box 263 Sydney NSW 2001 Grosvenor Pirie Management Limited...... 3,073 * 3,073 0 -- (GPIF A/C) C/O Hubert Rast GPO Box 263 Sydney NSW 2001 Hamin Holdings Pty Ltd.. 533 * 533 0 -- PO Box 217 Pennant Hills NSW 2120
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Handsome Yield Ltd...... 11,333 * 11,333 0 -- C/O Claude Primrose & Assoc. Ltd. Room 1202, 12th Floor 133 Argyle Street Kowloon, Hong Kong Charles Milne Healy..... 933 * 933 0 -- P.O. Box 17 Ultima VIC 3544 Mike Heilprin........... 760 * 760 0 -- 1/17 Ocean Street Bondi NSW 2026 HKBA Nominees Limited... 5,333 * 5,333 0 -- GPO Box 5302 Sydney NSW 2001 Hodpoint Pty Ltd........ 1,333 * 1,333 0 -- (Boucher Family Super A/C) 4682 The Parkway Sanctuary Cove QLD 4212 Hubert East Pty Limit- ed..................... 1,333 * 1,333 0 -- GPO Box 263 Sydney NSW 2001 Benjamin Peter Lapin Hurst.................. 67 * 67 0 -- 45 Hastings Road Frankston VIC 3199 William Berkeley Hurst.. 6,867 * 6,867 0 -- (William B. Hurst Super A/C) 45 Hastings Road Frankston VIC 3199 William Berkeley Hurst.. 533 * 533 0 -- 45 Hastings Road Frankston VIC 3199 IOOF Australia Trustees (NSW) Limited.......... 13,967 * 13,967 0 -- (Grosvenor Pirie WT A/C) PO Box R748 Royal Exchange Sydney NSW 2000 Jahleel Pty Ltd......... 1,600 * 1,600 0 -- 4 Kiora Avenue Mosman NSW 2088 JAMCAP Nominees Pty Lim- ited................... 573 * 573 0 -- GPO Box 4086 Sydney NSW 2001 KHOO Krishna & Associ- ates P/L............... 1,333 * 1,333 0 -- PO Box 1172 Mountain Gate VIC 3156
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Kiddisafe Products Pty Ltd.................... 533 * 533 0 -- (Employees Super Fund A/C) PO Box 217 Pennant Hills NSW 2120 Mary Lane............... 400 * 400 0 -- 4A Merrivale Road Pymble NSW 2073 Brian Arthur Law........ 3,067 * 3,067 0 -- PO Box 291 Avalon NSW 2107 Jan Alison Lees......... 667 * 667 0 -- 1 Bilga Avenue Bilgola Plateau NSW 2107 Leftone Nominees Pty Ltd.................... 6,000 * 6,000 0 -- (CJ Lourey Super Fund A/C) 25 Hastings Road Frankston VIC 3199 Liaf Pty Limited........ 2,400 * 2,400 0 -- C/O Mr. B.C. Hudson PO Box 606 Edgecliff NSW 2027 Ian James Litchfield.... 133 * 133 0 -- 10 Ocean Grove Collaroy NSW 2097 Rodger Jia Luo.......... 1,400 * 1,400 0 -- 6A Main North Road Gawler SA 5118 Marion Joyce Marriott... 1,600 * 1,600 0 -- 82 Springfield Road Catherine Field NSW 2171 Meadgate Pty Ltd........ 3,133 * 3,133 0 -- PO Box 302 Richmond VIC 3121 Merrill Lynch (Austra- lia)................... 2,267 * 2,267 0 -- Nominees Pty Limited GPO Box 5299 Sydney NSW 2001 Nestos Holdings Pty Ltd.................... 1,200 * 1,200 0 -- PO Box 93 Toorak VIC 3142 Nomad Industries of Aus- tralia Pty Ltd......... 10,400 * 10,400 0 -- C/O Brian Law PO Box 291 Avalon NSW 2107
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Orchid Development Pty Ltd.................... 800 * 800 0 -- PO Box 1172 Mountain Gate VIC 3156 Permanent Trustee Com- pany Limited........... 1,333 * 1,333 0 -- (Yorksupe A/C) GPO Box 4270 Sydney NSW 2001 Perpetual Custodians Limited................ 17,533 * 17,533 0 -- 39 Hunter Street Sydney NSW 2000 Norman Pindar and....... 5,333 * 5,333 0 -- Mrs. Beryl Pindar 9 Victoria Avenue Middle Cove NSW 2068 Benjamin John Pollock... 400 * 400 0 -- 4 Kiora Avenue Mosman NSW 2088 Dianne Joan May Pol- lock................... 2,667 * 2,667 0 -- 4 Kiora Avenue Mosman NSW 2088 Geoffrey Harold Pol- lock................... 6,800 * 6,800 0 -- 4 Kiora Avenue Mosman NSW 2088 Quotidian No. 2 Pty Ltd.................... 2,667 * 2,667 0 -- GPO Box 38 Sydney NSW 2001 Ian Edward Reichelt and.................... 400 * 400 0 -- Mrs. Katrine Andrea Lee (Ian Edward Reichelt PPP A/C) 18 Galtum Avenue Bentleigh VIC 3204 Reynolds (Nominees) Pty Ltd.................... 67 * 67 0 -- GPO Box 4237 Sydney NSW 2001 RJ and P Chilcott Pty Limited................ 1,187 * 1,187 0 -- 19 Wallace Street Burwood NSW 2134 Russellan Pty Ltd....... 1,333 * 1,333 0 -- 21 Euroka Street Northbridge NSW 2063 Francis Samson and...... 3,267 * 3,267 0 -- Mr. Joe Bolaffi (Samson Group Super Fund A/C) PO Box 38 Ashton SA 5138
14
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Samson Developments Pty Ltd.................... 5,200 * 5,200 0 -- PO Box 38 Ashton SA 5138 Christopher Charles Sherlock............... 267 * 267 0 -- 7 Harbourne Street Wembley WA 6014 Sandor Siro............. 267 * 267 0 -- 10/69 Moore Park Road Paddington NSW 2021 Caroline Storch......... 2,000 * 2,000 0 -- 5 Cooper Park Road Bellevue Hill NSW 2023 Frederick Storch........ 13,333 * 13,333 0 -- 5 Cooper Park Road Bellevue Hill NSW 2023 Storch Holdings Pty Ltd.................... 2,000 * 2,000 0 -- (Storch Super Fund A/C) 5 Cooper Park Road Bellevue Hill NSW 2023 Elisabeth Sturges....... 667 * 667 0 -- 19/17 Albert Street Edgecliff NSW 2027 Suzgra Pty Ltd.......... 6,667 * 6,667 0 -- 2 Roslyndale Ave. Woollahra NSW 2025 Taurus Entrepot Nominees Pty Ltd................ 733 * 733 0 -- PO Box Z5324 Perth St. Georges Ter- race WA 6831 Wai Tai Tong............ 667 * 667 0 -- (Private Super Fund A/C) C/O Super Support Admin- istrator PO Box 332 West Perth WA 6872 Andrew Town............. 2,455 * 2,455 0 -- 29 Keston Avenue Mosman NSW 2088 Ronald James Tyler...... 1,333 * 1,333 0 -- 326 Murray Street Perth WA 6000 Nick Tzerbos............ 200 * 200 0 -- 38 Fourth Street Ashbury NSW 2193 Leonard Winston Vine.... 10,000 * 10,000 0 -- 21 Kulgoa Road Bellevue Hill NSW 2023
15
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Ellen Joy Wells......... 533 * 533 0 -- PO Box 228 St. Ives NSW 2075 Adam Hood Adair......... 533 * 533 0 -- C/O Info Med Ltd 10/F Allied Kajima Building 138 Gloucester Road Hong Kong Diane Penelope Mary Adair.................. 533 * 533 0 -- 1 Raper Street Surry Hills NSW 2010 Nicholas Ross Adair..... 533 * 533 0 -- 18 Kent Road Rose Bay NSW 2029 Adoks Pty Ltd........... 2,667 * 2,667 0 -- (Superannuation Fund A/C) 6 Marshall Avenue St. Leonards NSW 2065 Alihaze Pty Ltd......... 2,667 * 2,667 0 -- 34 Olola Avenue Vaucluse NSW 2030 Carole Alldis........... 800 * 800 0 -- PO Box 576 Double Bay NSW 2028 Priscilla Edith Allen... 667 * 667 0 -- 9/12 Billyard Avenue Elizabeth Bay NSW 2011 Priscilla Allen......... 1,333 * 1,333 0 -- 9/12 Billyard Avenue Elizabeth Bay NSW 2011 Almark Developments Pty Ltd.................... 2,667 * 2,667 0 -- 'Forest Glen' 558 Grandview Road Pullenvale QLD 4069 Vivian Annette Anderson............... 1,333 * 1,333 0 -- 26 Wilberforce Avenue Rose Bay NSW 2029 Stephen Robert Anstice and Ruth Andrea Anstice..... 533 * 533 0 -- 31 Raglan Street Mosman NSW 2088 Margaret Archer......... 533 * 533 0 -- 3 Cranbrook Road Rose Bay NSW 2029
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Auluba Investments Pty Ltd.................... 827 * 827 0 -- (Super Fund A/C) C/O C.S. Moser & Co. PO Box 4224 Sydney NSW 2001 Gordon Barrington....... 1,067 * 1,067 0 -- 19 Winnipeg Street Seven Hills NSW 2147 Barry's New Cars Pty Limited................ 667 * 667 0 -- 211/25 Best Street Lane Cove NSW 2066 Sean James Bartlett and Mrs. Frances Elizabeth Bartlett................ 800 * 800 0 -- (The Bartlett Super A/C) 37 Swanbourne Street Fremantle WA 6160 Sean James Bartlett and Frances Elizabeth Bart- lett.................... 267 * 267 0 -- (Bartlett Super A/C) 37 Swanbourne Street Fremantle WA 6160 Robin Bennett........... 1,333 * 1,333 0 -- 1/10 Rosemont Avenue Woollahra NSW 2025 Beronne Investments Pty Ltd.................... 667 * 667 0 -- Level 5 71 York Street Sydney 2001 Albert Terence Birss.... 667 * 667 0 -- A/C Birss Super Fund 14 Park Road Kenthurst NSW 2156 Michael Blake........... 267 * 267 0 -- 44 Wodner Circuit Hawkner ACT 2614 Bowpine Pty Ltd......... 67 * 67 0 -- Attn: Anne Joyce Level 41, The Gateway 1 Macquarie Place Sydney NSW 2000 Breezair Pty Limited.... 667 * 667 0 -- PO Box 174 Bondi Junction NSW 2022 Bromyard Pty Limited.... 333 * 333 0 -- PO Box 61 Guildford NSW 2161
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Barry Charles Brown..... 1,067 * 1,067 0 -- A/C Barry Brown Superfund 481 Payne Road The Gap QLD 4061 Stuart Browne........... 3,000 * 3,000 0 -- PO Box 371 Broadway NSW 2007 Phong Minh Bui.......... 173 * 173 0 -- 32 Tessman Street Riverview QLD 4303 Letham Arlington Burns.. 67 * 67 0 -- 30 Griver Street Cottesloe WA 6011 Burwood Donuts Pty Lim- ited................... 533 * 533 0 -- (Anne Gordon Holdings S/F A/C) PO Box 270 Drummoyne NSW 2047 Burwood Donuts Pty Ltd.. 2,133 * 2,133 0 -- (Anne Gordon Holdings SUPN Fund A/C) PO Box 270 Drummoyne NSW 2047 Pamela E. Byrne......... 667 * 667 0 -- PO Box 150 Double Bay NSW 2028 Richard Campbell........ 533 * 533 0 -- C/O Diarmid Holdings Pty Ltd 20 Berry Street North Sydney NSW 2060 Joan Catto.............. 267 * 267 0 -- 67 Tourist Road Toowoomba QLD 4350 Edwin Paul Cayzer and Loraine Helen Cayzer.... 800 * 800 0 -- PO Box 382 Cremorne NSW 2090 Edwin Paul Cayzer and Mrs. Lorraine Helen Cayzer................. 2,667 * 2,667 0 -- (Mineral & Traders Super A/C) PO Box 382 Cremorne NSW 2090 Cayzer Corporation Pty Ltd.................... 10,000 * 10,000 0 -- 200C Raglan Street Mosman NSW 2088
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Mrs. Joan Winifred Charlton............... 267 * 267 0 -- 34 Oaklands Crescent Frankston VIC 3199 Chesalon Pty Ltd........ 400 * 400 0 -- (Wardlaw Pension Ac- count) 19 Warren Road Double Bay NSW 2028 Darren Churchill........ 267 * 267 0 -- 9 Lynden Avenue Carlingford NSW 2118 Allan Clark............. 400 * 400 0 -- 42 Chemin De La Cote CH-1282 Dardagny Switzerland Michael Fitzgerald Clarkin................ 2,667 * 2,667 0 -- A/C Superannuation Fund 28 Tabalum Road Clontarf NSW 2093 Andrew Collier.......... 533 * 533 0 -- 75 Manning Road Woollahra NSW 2025 Trude Collier........... 533 * 533 0 -- 75 Manning Road Woollahra NSW 2025 Stephen Collins......... 400 * 400 0 -- (Collins Family Account) Level 7 70 Phillip Street Sydney NSW 2000 Steven Anthony Colman... 267 * 267 0 -- 5 Koola Avenue Killara NSW 2071 Com-Fin & Leasing Pty Ltd.................... 267 * 267 0 -- C/O W & K Lee 11 Miller Street Highett VIC 3190 Stephanie Craig......... 533 * 533 0 -- 8 Almondbush Street Somerville VIC 3912 Caroline Jann Crane..... 533 * 533 0 -- 1/58 Wunulla Road Point Piper NSW 2027
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- John William Longworth Crane and John Glenn Crane........ 533 * 533 0 -- (Estate of P.M. Crane A/C) Unit 4/442 Edgecliff Road Edgecliff NSW 2027 John William Longworth Crane.................. 533 * 533 0 -- 4/442 Edgecliff Road Edgecliff NSW 2027 Danna Nominees Pty Ltd.. 667 * 667 0 -- C/O J.A. Santa Maria PO Box 263 Somers VC 3927 Daryl Vince & Co. Pty Ltd.................... 267 * 267 0 -- (Super Fund A/C) PO Box 56 Elsternick VIC 3185 Isabel Davidson......... 1,333 * 1,333 0 -- PO Box 41 Northbridge NSW 2063 Peter John Davison...... 2,667 * 2,667 0 -- PO Box 41 Northbridge NSW 2063 Susanna Magdalena De Leeuw.................. 333 * 333 0 -- 47A McDonald Street Harbord NSW 3096 Di Darke Pty Ltd........ 533 * 533 0 -- 3 Cranbrook Road Rose Bay NSW 2029 Diamond Holdings Pty Ltd.................... 2,267 * 2,267 0 -- Level 3 20 Berry Street North Sydney 2060 Diamond Holdings Pty Ltd.................... 933 * 933 0 -- Level 3 20 Berry Street North Sydney NSW 2060 James Douglas........... 267 * 267 0 -- Began Began Harden NSW 2587 William Dowell and Patricia Dowell......... 480 * 480 0 -- 1990 Calle Yucca Thousand Oaks, CA 91360 USA
20
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES ------------------ SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- ------------------ Dreyfus & Co. (Aust) Pty Limited................ 5,333 * 5,333 0 -- 18 Kent Road Rose Bay NSW 2029 Dreyfus & Co. (Aust) Pty Ltd.................... 1,333 * 1,333 0 -- 18 Kent Road Rose Bay NSW 2029 Elontat Pty Ltd......... 1,333 * 1,333 0 -- 100 Raglan Street Mosman NSW 2088 Environmental Remediation Pty Ltd.... 533 * 533 0 -- Level 7 80 Clarence Street Sydney NSW 2000 Evaz Pty Limited........ 133 * 133 0 -- Attn: Stephen Dick PO Box 144 North Sydney NSW 2060 David Eyles............. 133 * 133 0 -- 8 Cumberland Street Epping NSW 2121 Barry John Fawcett...... 1,333 * 1,333 0 -- 159 Gibbes Street Chatswood NSW 2067 Brett C. Fawcett........ 800 * 800 0 -- 159 Gibbes Street Chatswood NSW 2067 Scott B. Fawcett........ 800 * 800 0 -- 159 Gibbes Street Chatswood NSW 2067 Robert Felgenner........ 1,333 * 1,333 0 -- 30/23 Baden Street Coogee NSW 2034 Fifty Four Liora Hold- ings P/L............... 347 * 347 0 -- PO Box 77 Glen Waverley VIC 3150 Financial Services Secu- rities Pty Limited..... 5,667 * 5,667 0 -- GPO Box 263 Sydney NSW 2001 Fordern Criling Holdings Pty Ltd................ 1,333 * 1,333 0 -- (Super Fund Account) PO Box 250 Caulfield East VIC 3145
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) ---------------------NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ----------- ------------------------- ----------- --------- Fordern Criling Holdings Pty Ltd................ 1,467 * 1,467 0 -- (Super Fund Account) PO Box 250 Caulfield East VIC 3145 Keith William Forsyth... 667 * 667 0 -- PO Box 299 Turramurra NSW 2074 Marjorie Joan Fraser.... 533 * 533 0 -- 35 Third Avenue St. Peters SA 5069 Dennis T. Gain(4)....... 1,668,441 22.5 49,351 1,619,090 21.9 C/O Spacetec IMC Corpo- ration The Boott Mill 100 Foot of John Street Lowell, MA 01852-1126 USA Rick Tuheita Gain and Dennis Terrance Gain.... 37,600 * 37,600 0 -- (Gain Family A/C) 2B Bristol Crescent Palmerston North, New Zealand Rod Gale................ 267 * 267 0 -- C/O Gale Force Level 50 101 Collins Street Melbourne VIC 3000 Gavsol Investments Pty Limited................ 2,933 * 2,933 0 -- A/C THA DT Level 7, 80 Clarence Street Sydney NSW 2000 Gavsol Investments Pty Limited................ 2,667 * 2,667 0 -- 7th Floor 80 Clarence Street Sydney NSW 2000 Gavsol Investments Pty Limited................ 2,527 * 2,527 0 -- 7th Floor 80 Clarence Street Sydney NSW 2000 Lorraine Goh............ 533 * 533 0 -- 11 Yuruga Road Kenthurst NSW 2156 Annice Gay Goodchild.... 533 * 533 0 -- 5 Fifth Avenue St. Peters SA 5069
22
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ----------- --------- ---------------- ----------- --------- Dennis James Graham..... 2,267 * 2,267 0 -- 18 Bulkara Road Bellevue Hill NSW 2023 Grosvenor Pirie Manage- ment Limited........... 1,667 * 1,667 0 -- GPO Box 263 Sydney NSW 2001 Hambella Pty Limited.... 400 * 400 0 -- C/O The Taxation Manager Perpetual Trustee Co. Ltd. GPO Box 4172 Sydney NSW 2001 Catherine Hartley....... 187 * 187 0 -- 49 Station Street Naremburn NSW 2065 John A. Hilton(5)....... 186,311 2.5 49,911 136,400 1.8 C/O Spacetec IMC Corpo- ration The Boott Mill 100 Foot of John Street Lowell, MA 01852-1126 USA Lorraine Hipkins........ 267 * 267 0 -- 82 Heytesbury Road Subiaco WA 6008 Mr. Richard Alan Hock- ing.................... 533 * 533 0 -- PO Box 250 Caulfield East VIC 3145 Steven John Hollings- worth.................. 133 * 133 0 -- 38 Royalty Avenue Highett VIC 3190 Richard Stuart Hughes... 400 * 400 0 -- 17 Kokoda Avenue Wahroonga NSW 2076 Suzanne Hughes.......... 1,067 * 1,067 0 -- 17 Kokoda Avenue Wahroonga NSW 2076 Stephen Hunt............ 267 * 267 0 -- C/O CCI Insurance Ltd. GPO Box 180D Melbourne VIC 3001 Graham Perrin Hurst..... 1,333 * 1,333 0 -- C/O Bell Securities Limited Level 33 225 George Street Sydney NSW 2000
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Estate Late Joyce Hurst.................. 667 * 667 0 -- C/O Thompson Norrie PO Box 9 Maitland NSW 2320 Joyce Hurst............. 1,333 * 1,333 0 -- C/O Graham Hurst Level 33 225 George Street Sydney NSW 2000 Joyce Hurst............. 7,467 * 7,467 0 -- C/O Hambros Equities Ltd. Level 16 167 Macquarie Street Sydney NSW 2000 Hurst Pollock Nominees Pty Limited............ 13,400 * 13,400 0 -- PO Box R354 Royal Exchange Sydney NSW 2000 Hurst Pollock Nominees Pty Ltd................ 5,067 * 5,067 0 -- 16th Floor 167 Macquarie Street Sydney NSW 2000 Hurst Pollock Noms Pty Ltd.................... 13,407 * 13,407 0 -- C/O PO Box 354 Royal Exchange Sydney NSW 2000 Hurst Pollock Noms Pty Ltd.................... 1,080 * 1,080 0 -- C/O PO Box 354 Royal Exchange Sydney NSW 2000 IOOP Australia Trustees (NSW) Ltd.............. 1,333 * 1,333 0 -- (GPWT Equity A/C) Level 2 7 Macquarie Place Sydney NSW 2000 Peter John Done and Dianne L. Jagelman(3)... 2,667 * 2,667 0 -- (TJT A/C) 15th Level 45 Clarence Street Sydney NSW 2000 Dianne Jagelman & Peter Done(3)................ 333 * 333 0 -- (Matthew Darke A/C) C/O Peter Done KPMG Peat Marwick 45 Clarence Street Sydney NSW 2000
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) ---------------------NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ----------- ------------------------- ----------- --------- Dianne Jagelman & Peter Done(3)................ 333 * 333 0 -- (Edwina Jagelman A/C) C/O Peter Done KPMG Peat Marwick 45 Clarence Street Sydney NSW 2000 Dianne Jagelman & Peter Done(3)................ 333 * 333 0 -- (Tatiana Jagelman A/C) C/O Peter Done KPMG Peat Marwick 45 Clarence Street Sydney NSW 2000 Dianne Jagelman & Peter Done(3)................ 333 * 333 0 -- (John Darke A/C) C/O Peter Done KPMG Peat Marwick 45 Clarence Street Sydney NSW 2000 Dianne Lesley Jagelman(3)............ 1,550 * 1,550 0 -- 3 Cranbrook Road Rose Bay NSW 2029 I.C. Jagelman(3)........ 3,333 * 3,333 0 -- 3 Coolaroo Road Lane Cove NSW 2066 J. Grant Jagelman(6).... 1,760,441 23.8 533 1,759,908 23.8 3 Cranbrook Road Rose Bay NSW 2029 Patricia Gwena Jagelman(3)............ 533 * 533 0 -- 5 Smithy Street Killcare NSW 2257 Jean Dann Johnson....... 1,067 * 1,067 0 -- 13 Cambridge Avenue Vaucluse NSW 2030 Judith Kathleen John- son.................... 533 * 533 0 -- 5 Futuna Lane Hunters Hill 2110 Judicial Nominees Pty Ltd.................... 2,400 * 2,400 0 -- 139 Riverton Drive Rossmoyne WA 6148 James William Roger Kel- ly..................... 267 * 267 0 -- C/O Kelly Burrell & Co. Level 8 139 Macquarie Street Sydney NSW 2000
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- James William Kelly..... 667 * 667 0 -- Level 8 139 Macquarie Street Sydney NSW 2000 Susan Jane Kelly........ 667 * 667 0 -- 46 Rawson Avenue Bondi Junction NSW 2022 Kelly Burrell & Co. Pty Ltd.................... 667 * 667 0 -- Level 8 139 Macquarie Street Sydney NSW 2000 Kelly Burrell & Co. Pty Ltd.................... 667 * 667 0 -- Level 8 139 Macquarie Street Sydney NSW 2000 Susan Margaret Kennedy.. 1,240 * 1,240 0 -- 2 Roslyndale Avenue Woollahra NSW 2025 Suzi Kennedy............ 1,160 * 1,160 0 -- 7/8 Wentworth Street Point Piper NSW 2027 Kaye Kent............... 147 * 147 0 -- 137 Marriage Road East Bridghton VIC 3187 L.J. Foster & Co. (VIC) Pty Ltd................ 533 * 533 0 -- 5 Futuna Street Hunters Hill NSW 2110 L.J. Foster (VIC) Pty Ltd.................... 667 * 667 0 -- (Super A/C) 5 Futuna Street Hunters Hill NSW 2110 Lahara Pty Limited...... 533 * 533 0 -- 4/442 Edgecliff Road Edgecliff NSW 2027 Ian Laing............... 667 * 667 0 -- 6 Walter Road Ingleside NSW 2101 Langney Pty Limited..... 28,580 * 28,580 0 -- Level 7 80 Clarence Street Sydney NSW 2000 Larkan Pty Ltd.......... 1,333 * 1,333 0 -- C/O Bob Smith 30 Ramsay Street Collaroy NSW 2097
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) -------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Adam Law................ 133 * 133 0 -- PO Box 291 Avalon Beach 2107 Leptone Nominees Pty Ltd.................... 6,000 * 6,000 0 -- (CJ Lourey Super A/C) 25 Hastings Road Frankston VIC 3199 James Douglas Lenehan... 133 * 133 0 -- Began Began Harden NSW 2587 James Kenneth Lenehan and.................... 1,800 * 1,800 0 -- Susan Gai Lenehan "Began Began" Harden NSW 2587 Julia Louise Lenehan.... 133 * 133 0 -- "Began Began" Harden NSW 2587 Sam Alexander Lenehan... 267 * 267 0 -- Began Began Harden NSW 2587 Sophie Nicola Lenehan... 133 * 133 0 -- Began Began Harden NSW 2587 Emg Lim................. 25,067 * 25,067 0 -- PO Box 388 Kumeu Auckland New Zealand Linkbay Pty Limited..... 667 * 667 0 -- PO Box R5 Royal Exchange Sydney NSW 2000 Norman James Longworth.. 1,200 * 1,200 0 -- 142B Bellevue Road Bellevue Hill NSW 2023 Norman James Longworth.. 1,013 * 1,013 0 -- 142 "B" Bellevue Road Bellevue Hill NSW 2023 Caroline Margaret Mar- tin.................... 400 * 400 0 -- 20/19 Flood Street Bondi NSW 2026 Katherine Jane Mathwen.. 133 * 133 0 -- RMP 314 Kojonop WA 6395 Joanne Ethel May........ 667 * 667 0 -- 140 Paddington Street Paddington NSW 2021
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Alan Francis McCormack.. 133 * 133 0 -- 1/28 Lower Wycombe Road Neutral Bay NSW 2089 Christine Mary Medway... 300 * 300 0 -- 90 Shirley Road Roseville NSW 2069 Harry Merrett........... 267 * 267 0 -- C/O Frank Small & Asso- ciates 144 Riley Street East Sydney NSW 2010 Peggy Elizabeth Molden.. 667 * 667 0 -- 156 Walter Road Ingleside NSW 2101 Libby Moline............ 667 * 667 0 -- C/O GP Hurst Hambros Eq- uities Ltd Level 10, 167 Macquarie Street Sydney NSW 2000 Phillip Reginald Mur- ray.................... 133 * 133 0 -- 19 Pine Street Cammbray NSW 2062 Nytece Pty Ltd.......... 3,553 * 3,553 0 -- (Nytece Super Fund Ac- count) C/O Star Mining Corpora- tion Level 26 60 Margaret Street Sydney NSW 2000 Douglas R.G. Neild...... 267 * 267 0 -- 65 Tourist Road Toowoomba QLD 4350 Rosalind Mary Nicolai... 200 * 200 0 -- 6 Riesling Crescent Wattle Park SA 5066 P.G. Howarth Pty Limited................ 533 * 533 0 -- PO Box 270 Drummcyne NSW 2047 P.G. Howarth Pty Ltd.... 2,133 * 2,133 0 -- PO Box 270 Drummcyne NSW 2047 P.G. Howarth Pty Ltd.... 867 * 867 0 -- PO Box 270 PANCHC (NSW) Pty Limited................ 6,007 * 6,007 0 -- Level 7 80 Clarence Street Sydney NSW 2000 Drummcyne NSW 2047
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SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ----------- --------- ---------------- ----------- --------- PANCHC (NSW) Pty Limited................ 3,760 * 3,760 0 -- 7th Floor 80 Clarence Street Sydney NSW 2000 Pella Dreaming Superannuation Pty Ltd.................... 180 * 180 0 -- GPO Box 4622 Sydney NSW 2001 Virginia Margaret Phillips............... 667 * 667 0 -- 27 Ann Street Balmain NSW 2041 Mark Pinhon............. 107 * 107 0 -- A/C FT PO Box 76 Cronulla SA 2230 Pinnaroo (Parramatta) Pty Ltd................ 6,667 * 6,667 0 -- PO Box 270 Drummoyne NSW 2047 Benjamin John Pollock... 533 * 533 0 -- 4 Kiora Avenue Mosman NSW 2088 Edwina Jan Pollock...... 533 * 533 0 -- 4 Kiora Avenue Mosman NSW 2088 Geoffrey Harold Pollock................ 533 * 533 0 -- 4 Kiora Avenue Mosman NSW 2088 John Joseph Wesley Pollock................ 333 * 333 0 -- C/O CCI Insurance Ltd GPO Box 185 Melbourne VIC 3000 Rasheda Nominees Pty Ltd.................... 533 * 533 0 -- 7 Lemprier Avenue East St. Kilda VIC 3183 Rhetford Pty Limited(7)............. 516,420 7.0 377,144 139,276 1.9 3 Haldane Street Asquith NSW 2077 David R.G. Ross......... 1,333 * 1,333 0 -- 105 Worburn Road Lower Hutt New Zealand Barbara Roe............. 533 * 533 0 -- A/C Camill Crane Level 7 80 Clarence Street Sydney NSW 2000
29
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Anne Walton Salkeld and Mr. Keith William Forsyth................. 333 * 333 0 -- PO Box 299 Turramurra NSW 2074 Sanubi Pty Limited...... 667 * 667 0 -- 22 Dudley Road Rose Bay NSW 2029 Saxal Holdings Pty Limited................ 1,333 * 1,333 0 -- 52 Kings Langley Road Greenwich NSW 2065 Saxal Holdings Pty Ltd.. 1,420 * 1,420 0 -- 52 Kings Langley Road Greenwich NSW 2065 Saxal Holdings Pty Ltd.. 580 * 580 0 -- 52 Kings Langley Road Greenwich NSW 2065 Rosemary Schnurer....... 200 * 200 0 -- Unit 9 23 Baden Street Coogee NSW 2034 Seabloom Investments Pty Limited................ 667 * 667 0 -- PO Box 4622 Sydney NSW 2001 Michael Shagrin......... 333 * 333 0 -- Unit 1 149 Bellevue Road Bellevue Hill NSW 2023 Isaac Shulman........... 667 * 667 0 -- PO Box 144 North Sydney NSW 2059 Caroline Jane Simpson... 267 * 267 0 -- 6 Kiora Avenue Mosman NSW 2088 James Francis Smith..... 1,067 * 1,067 0 -- Unit 6 6 Kynaston Avenue Randwick NSW 2031 Catherine Jane Solomon.. 533 * 533 0 -- Level 7 80 Clarence Street Sydney NSW 2000 Herbert Gavin Solomon and Gregory Andrew Solomon.. 2,667 * 2,667 0 -- (The Gavsol Super Fund A/C) Level 7/80 Clarence Street Sydney NSW 2000
30
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Glen Stevens............ 4,650 * 4,650 0 -- 8 Mill Hill Road Bondi Junction NSW 2022 Subiaco Pty Limited..... 1,600 * 1,600 0 -- (Trading A/C) 6 Marathon Lane Darling Point NSW 2027 Talg Pty Limited........ 267 * 267 0 -- Lot 6 Regent Street Riverstone NSW 2765 Tancraft Pty Ltd........ 80 * 80 0 -- PO Box 264 Drummoyne New South Wales 2047 David Thompson.......... 2,667 * 2,667 0 -- 7030 220th Street S.W. Mounlake Terrace, WA 98043 USA Peter Robert Tipney..... 400 * 400 0 -- 10 Langlands Road Annangrove NSW 2156 Richard Morton Tippett.. 800 * 800 0 -- PO Box 576 Double Bay NSW 2028 Zoran Tomasevic......... 1,067 * 1,067 0 -- 14/19 Warringah Road Mosman NSW 2088 Wai-Sin Tong............ 267 * 267 0 -- C/O 139 Riverton Drive Rossmoyne WA 6158 Andrew Town............. 212 * 212 0 -- 29 Keston Avenue Mosman NSW 2088 Towo Pty Limited........ 1,600 * 1,600 0 -- 200C Haglan Street Mosman NSW 2088 Van Der Vegt & Co....... 667 * 667 0 -- (Superannuation) Pty Ltd PO Box 20 Hunters Hill NSW 2110 John Herrma Van Voss.... 800 * 800 0 -- PO Box 618 Karratha WA 6714
31
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Len Vine................ 267 * 267 0 -- (Executive Super Fund A/C) PO Box 86 Bondi Junction NSW 2022 Aron Moshe Wakil........ 667 * 667 0 -- 420 George Street Sydney NSW 2000 Ray Wan................. 667 * 667 0 -- PO Box 22 IAE Papua, New Guinea Jacob Manner............ 800 * 800 0 -- 3 Daphne Close Wyoming NSW 2251 Malcolm Hamilton Wat- son.................... 133 * 133 0 -- C/O National Aust Bank 424 St. Kilda Road Melbourne VIC 3004 Ellen Wells............. 533 * 533 0 -- PO Box 228 St. Ives NSW 2075 Ellen Wells............. 800 * 800 0 -- PO Box 228 St. Ives NSW 2075 Heidi Leslie Wells...... 533 * 533 0 -- PO Box 228 St. Ives 2075 Neville Wells........... 2,000 * 2,000 0 -- PO Box 228 St. Ives 2075 Neville Wells........... 3,333 * 3,333 0 -- PO Box 228 St. Ives NSW 2075 Michael Wheeler......... 133 * 133 0 -- 21/32 Power Street Hawthorn VIC 3122 Graham Allan Whiting.... 667 * 667 0 -- PO Box 150 Double Bay NSW 2028 Arabella Whyte.......... 533 * 533 0 -- Level 4 111 Harrington Street Sydney NSW 2000
32
SHARES OWNED PRIOR SHARES OWNED AFTER TO OFFERING(1) OFFERING(2) --------------------- NUMBER OF SHARES --------------------- SELLING STOCKHOLDER NUMBER PERCENT BEING OFFERED NUMBER PERCENT ------------------- ---------- --------- ---------------- --------- --------- Clementine Whyte........ 533 * 533 0 -- GPO Box 38 Sydney NSW 2001 Jemima Whyte............ 533 * 533 0 -- GPO Box 38 Sydney NSW 2001 Robert Michael Whyte.... 533 * 533 0 -- Level 4 111 Harrington Street Sydney NSW 2000 Sarah Juliet Whyte...... 533 * 533 0 -- Level 4 111 Harrington Street Sydney NSW 2000 Winister Pty Limited.... 800 * 800 0 -- 159 Gibbes Street Chatswood NSW 2067 Winister Pty Ltd........ 1,333 * 1,333 0 -- 159 Gibbes Street Chatswood NSW 2067 Isabela Wolsey.......... 133 * 133 0 -- PO Box 1337 Katherine NT 0851 J.G. Crane.............. 3,333 * 3,333 0 -- Level 7 80 Clarence Street Sydney NSW 2000 P.J. Davidson........... 3,333 * 3,333 0 -- 6 Kameruka Road Northbridge Sydney NSW 2000 M.M. Brugman............ 1,667 * 1,667 0 -- 43 Kokoda Avenue Wabroonga NSW 2076 B.A. Rowe............... 1,667 * 1,667 0 -- PO Box 2101 Orange NSW 2800
- -------- * Less than one percent. (1) Except as otherwise noted, each of the entities named in the table has sole voting and investment power with respect to the shares beneficially owned by it. (2) Assumes all Shares offered by each of the Selling Stockholders are sold in the offering. (3) Shares held by, or in trust for, family members of J. Grant Jagelman. (4) Includes (i) 1,242,590 shares held by the Gain Family Trust, a trust for the benefit of certain members of the family of Dennis T. Gain and of which Mr. Gain is the sole trustee, (ii) 34,000 shares of Common Stock subject to options held by Mr. Gain exercisable as of August 8, 1997 or within 60 days thereafter, (iii) 110,500 shares held by Mr. Gain's wife and children and (iv) 37,600 shares held jointly with Mr. Gain's brother. 33 (5) Includes 26,400 shares of Common Stock subject to options held by Mr. Hilton exercisable as of August 8, 1997 or within 60 days thereafter. (6) Includes (i) 516,420 shares held by Rhetford Pty. Ltd., an Australian corporation of which Mr. Jagelman is Chief Executive Officer and of which his family members own 100% of the stock, (ii) 27,396 shares held by the Group Superannuation Fund, an Australian retirement trust of which Mr. Jagelman holds a 100% interest, (iii) 42,757 shares of Common Stock held by Mr. Jagelman's wife and children and (iv) 40,534 shares of Common Stock subject to options held by Mr. Jagelman exercisable as of August 8, 1997 or within 60 days thereafter. (7) An Australian corporation of which J. Grant Jagelman is Chief Executive Officer and of which his family members own 100% of the stock. PLAN OF DISTRIBUTION The Company has filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), a Registration Statement on Form S-3, of which this Prospectus is a part, with respect to the resale of the Shares from time to time on the Nasdaq National Market or in privately-negotiated transactions. The 1,133,332 Shares were issued to the Selling Stockholders on August 8, 1997. The Company has been advised that the Selling Stockholders may sell the Shares from time to time in transactions on the Nasdaq National Market, in privately negotiated transactions, or by a combination of such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholders may effect such transactions by selling the Shares to or through broker-dealers and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders or the purchasers of the Shares for whom such broker- dealer may act as agent or to whom they sell as principal or both (which compensation to a particular broker-dealer might be in excess of customary commissions). The Selling Stockholders and any broker-dealer who acts in connection with the sale of Shares hereunder may be deemed to be "underwriters" as that term is defined in the Securities Act, and any commissions received by them and profit on any resale of the Shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. The Selling Stockholders may also sell Shares from time to time in accordance with Rule 144 under the Securities Act. The Company has agreed to indemnify the Selling Stockholders against certain liabilities, including certain liabilities under the Securities Act. LEGALITY OF COMMON STOCK The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts. Lynnette Fallon, an Assistant Secretary of the Company, is a partner of Palmer & Dodge LLP. EXPERTS The consolidated financial statements of Spacetec IMC Corporation appearing in Spacetec's Annual Report (Form 10-K) for the year ended March 31, 1997, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 34 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following expenses incurring in connection with the sale of the securities being registered will be borne by the Company. Other than the registration fee, the amounts stated below are estimates. Registration Fee..................................................... $ 1,165 Legal Fees and Expenses.............................................. $ 5,000 Printing............................................................. $10,000 Other................................................................ $ 2,000 ------- Total.............................................................. $18,165
The Selling Stockholders will bear the expense of their own legal counsel and miscellaneous fees and expenses, if any. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 67 of chapter 156B of the Massachusetts Business Corporation Law grants the Registrant the power to indemnify any director, officer, employee or agent to whatever extent permitted by the Registrant's Articles of Organization, By-Laws or a vote adopted by the holders of a majority of the shares entitled to vote thereon, unless the proposed indemnitee has been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her actions were in the best interests of the corporation or, to the extent that the matter for which indemnification is sought relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Such indemnification may include payment by the Registrant of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under the statute. Article VI of the Registrant's By-Laws provides that the Registrant shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the corporation or of any of its subsidiaries, or who at the request of the corporation may serve or at any time has served as a director, officer or trustee of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct). Such indemnification shall include payment by the Registrant of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under Article VI, which undertaking may be accepted without regard to the financial ability of such person to make repayment. The indemnification provided for in Article VI is a contract right inuring to the benefit of the directors, officers and others entitled to indemnification. In addition, the indemnification is expressly not exclusive of any other rights to which such director, officer or other person may be entitled by contract or otherwise under law, and inures to the benefit of the heirs, executors and administrators of such a person. The Registrant also has in place agreements with certain officers and directors which affirm the Registrant's obligation to indemnify them to the fullest extent permitted by law and contain various procedural and other provisions which expand the protection afforded by the Registrant's By-Laws. II-1 Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business Corporation Law provides that a corporation may, in its articles of organization, eliminate a director's personal liability to the corporation and its stockholders for monetary damages for breaches of fiduciary duty, except in circumstances involving (i) a breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unauthorized distributions and loans to insiders and (iv) transactions from which the director derived an improper personal benefit. Section VI.C.5. of the Registrant's Articles of Organization provides that no director shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent that such exculpation is not permitted under the Massachusetts Business Corporation Law as in effect when such liability is determined. ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Restated Articles of Organization of the Registrant. Filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 33-98064) and incorporated herein by reference. 4.2 By-laws of the Registrant. Filed as Exhibit 3.3 to the Registrant's Registration Statement on Form S-1 (File No. 33-98064) and incorporated herein by reference. 4.3 Specimen Certificate of the Registrant's Common Stock. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File No. 33-98064) and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith. 23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith. 23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP, filed as Exhibit 5.1 hereto). 24 Power of Attorney (set forth on the signature page to this Registration Statement).
ITEM 17. 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 this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 this Registration Statement. (2) 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 II-2 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 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 that is incorporated by reference in this 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 provisions referred to in Item 15 hereof, 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 COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED ON THIS 4TH DAY OF SEPTEMBER, 1997. SPACETEC IMC CORPORATION Dennis T. Gain* By: _________________________________ DENNIS T. GAIN PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED: SIGNATURE TITLE DATE Dennis T. Gain* President and Chief - ------------------------------------- Executive Officer September 4, DENNIS T. GAIN (Principal 1997 Executive Officer) Neil M. Rossen* Chief Financial - ------------------------------------- Officer (Principal September 4, NEIL M. ROSSEN Financial Officer) 1997 Dennis T. Gain* Director - ------------------------------------- September 4, DENNIS T. GAIN 1997 Morton E. Goulder* Director - ------------------------------------- September 4, MORTON E. GOULDER 1997 II-4 SIGNATURE TITLE DATE J. Grant Jagelman* Director - ------------------------------------- September 4, J. GRANT JAGELMAN 1997 Jerry H. Loyd* Director September 4, - ------------------------------------- 1997 JERRY H. LOYD Director - ------------------------------------- September 4, PATRICK J. SULLIVAN 1997 /s/ Lynnette C. Fallon *By: ________________________________ LYNNETTE C. FALLON ATTORNEY-IN-FACT II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Restated Articles of Organization of the Registrant. Filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 33-98064) and incorporated herein by reference. 4.2 By-laws of the Registrant. Filed as Exhibit 3.3 to the Registrant's Registration Statement on Form S-1 (File No. 33-98064) and incorporated herein by reference. 4.3 Specimen Certificate of the Registrant's Common Stock. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File No. 33-98064) and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith. 23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith. 23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP, filed as Exhibit 5.1 hereto). 24 Power of Attorney (set forth on the signature page to this Registration Statement).
EX-5.1 2 OPINION OF PALMER & DODGE LLP EXHIBIT 5.1 PALMER & DODGE LLP ONE BEACON STREET BOSTON, MASSACHUSETTS 02108 TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420 September 4, 1997 Spacetec IMC Corporation The Boott Mill 100 Foot of John Street Lowell, MA 01852 Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by Spacetec IMC Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to 1,133,332 shares of the Company's Common Stock, $0.01 par value per share (the "Shares") for resale by certain stockholders of the Company listed therein. We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with the authorization of the issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and that the Shares have been validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under Item 5 thereof. Very truly yours, /s/ Palmer & Dodge LLP Palmer & Dodge LLP EX-23.1 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related Prospectus of Spacetec IMC Corporation on Form S-3 for the registration of 1,133,332 shares of its common stock and to the incorporation by reference therein of our report dated May 22, 1997 with respect to the consolidated financial statements and schedule of Spacetec IMC Corporation included in its Annual Report (Form 10-K) for the year ended March 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Boston, Massachusetts August 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----