-----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, VNEjgbirlyZzhsNNMtis58wn4/th+KRXF00pZTEpuBmK4GgyvFx7dosF9KtDRhhT mN04ZQlDfcBXH4EXegwH+g== 0000910680-96-000201.txt : 19960814 0000910680-96-000201.hdr.sgml : 19960814 ACCESSION NUMBER: 0000910680-96-000201 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROFRAME INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 222413505 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-09507 FILM NUMBER: 96609166 BUSINESS ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 S-3/A 1 AMENDMENT NO.1 TO FORM S-3 As filed with the Securities and Exchange Commission on August 13, 1996 Registration No. 333-09507 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MICROFRAME, INC. ---------------- (Exact name of registrant as specified in its charter) New Jersey 22-2413505 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 21 Meridian Road Edison, New Jersey 08820 (908) 494-4440 -------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Stephen B. Gray President and Chief Operating Officer MicroFrame, Inc. 21 Meridian Road Edison, New Jersey 08820 (908) 494-4440 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: James Alterbaum, Esq. Parker Chapin Flattau & Klimpl, LLP 1211 Avenue of the Americas New York, New York 10036 --------------------------------------- Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement as determined by market conditions. --------------------------------------- INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits Exhibit No. Description of Exhibit --- ---------------------- 4.1 Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.2 of the Form 10-K for the fiscal year ended March 31, 1992. 4.2 By-Laws of the Company. Incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Company's Registration Statement on Form SB-2 (No. 33-66688) dated October 26, 1993 ("Amendment No. 1 to the Registration Statement"). 4.3 Amendment No. 2 of the Company's By-Laws. Incorporated by reference to Exhibit 3.3 to the Form 10-KSB for the fiscal year ended March 31, 1996. 4.4 Amendment to Certificate of Incorporation filed September 14, 1992. Incorporated by reference to Exhibit 3.3 of the Form 10-KSB for the fiscal year ended March 31, 1993. 4.5 Amendment to Certificate of Incorporation filed September 20, 1993. Incorporated by reference to Exhibit 3.4 of Amendment No. 1 to the Registration Statement. 5 Opinion of Parker Chapin Flattau & Klimpl, LLP.** 23.1 Consent of Coopers and Lybrand L.L.P.* 23.2 Consent of Price Waterhouse LLP.* 23.3 Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit 5). 24.1 Power of Attorney * - -------------------- * Previously filed. ** Filed herewith. II - 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Form S-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Edison, New Jersey on the 13th day of August, 1996. MICROFRAME, INC. By: /s/ Stephen B. Gray ---------------------------- Stephen B. Gray, President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Form S-3 registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Stephen B. Gray President and Chief August 13, 1996 - ---------------------------- Operating Officer Stephen B. Gray (Principal Executive Officer) /s/ Mark A. Simmons Vice President - Operations, August 13, 1996 - ---------------------------- Chief Financial Officer Mark A. Simmons (Principal Financial Officer and Principal Accounting Officer) /s/ Stephen M. Deixler Chairman of the Board of August 13, 1996 - ---------------------------- Directors, Chief Executive Stephen M. Deixler Officer, Treasurer /s/ Michael Radomsky Executive Vice President, August 13, 1996 - ---------------------------- Secretary and Director Michael Radomsky /s/ William H. Whitney Vice President-Chief August 13, 1996 - ---------------------------- Technology Officer, Assistant William H. Whitney Secretary, Director II - 2 MICHEHL R. GENT * Director August 13, 1996 - ---------------------------- Michehl R. Gent Stephen P. Roma * Director August 13, 1996 - ---------------------------- Stephen P. Roma DAVID I. GOULD * Director August 13, 1996 - ---------------------------- David I. Gould By: /s/ Stephen B. Gray -------------------------- *Stephen B. Gray Attorney-in-fact II - 3 EXHIBIT INDEX Exhibit No. Description of Exhibit --- ---------------------- 4.1 Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.2 of the Form 10-K for the fiscal year ended March 31, 1992. 4.2 By-Laws of the Company. Incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Company's Registration Statement on Form SB-2 (No. 33-66688) dated October 26, 1993 ("Amendment No. 1 to the Registration Statement"). 4.3 Amendment No. 2 of the Company's By-Laws. Incorporated by reference to Exhibit 3.3 to the Form 10-KSB for the fiscal year ended March 31, 1996. 4.4 Amendment to Certificate of Incorporation filed September 14, 1992. Incorporated by reference to Exhibit 3.3 of the Form 10-KSB for the fiscal year ended March 31, 1993. 4.5 Amendment to Certificate of Incorporation filed September 20, 1993. Incorporated by reference to Exhibit 3.4 of Amendment No. 1 to the Registration Statement. 5 Opinion of Parker Chapin Flattau & Klimpl, LLP.** 23.1 Consent of Coopers and Lybrand L.L.P.* 23.2 Consent of Price Waterhouse LLP.* 23.3 Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit 5). 24.1 Power of Attorney.* - -------------------- * Previously filed. ** Filed herewith. EX-5 2 EX.5 - OPINION OF PCFK PARKER CHAPIN FLATTAU & KLIMPL, LLP LETTERHEAD August 12, 1996 MicroFrame, Inc. 21 Meridian Road Edison, New Jersey 08820 Gentlemen: We have acted as counsel to MicroFrame, Inc. (the "Company") in connection with a Registration Statement on Form S-3 (file no. 333-9507) filed by the Company with the Securities and Exchange Commission (the "Registration Statement") relating to up to 4,104,401 shares (the "Shares") of the Company's Common Stock, par value $.001 per share (the "Common Stock"). Of such Shares: (a) 1,101,467 were issued in a private placement of the Company's securities in April 1996 (the "1996 Private Placement"), (b) 2,202,934 may be issued upon the exercise of the Class A Warrants and Class B Warrants which were issued in the 1996 Private Placement (collectively, the Class A Warrants and Class B Warrants are hereafter referred to as the "Warrants") and (c) 800,000 shares of Common Stock which were issued in connection with a private placement (the "1993 Private Placement") of the Company's securities in May 1993. In connection with the foregoing, we have examined, among other things, the Registration Statement, the Warrants and originals or copies, satisfactory to us, of all such corporate records and of all such agreements, certificates and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies. As to any facts material to such opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates, oaths and declarations of officers or other representatives of the Company. MicroFrame, Inc. - 2 - August 12, 1996 Based upon the foregoing, we are of the opinion that (i) the Shares issued in the 1996 Private Placement and the 1993 Private Placement have been legally issued and are fully paid and non-assessable; and (ii) the Shares issuable upon the exercise of the Warrants (when such Shares are paid for and issued in accordance with the terms of the Warrants) will be legally issued, fully paid and non-assessable. We hereby consent to the use of our name under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement and to the filing of a copy of this opinion as an exhibit thereto. Very truly yours, /s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP PARKER CHAPIN FLATTAU & KLIMPL, LLP -----END PRIVACY-ENHANCED MESSAGE-----