-----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, DX0RCnm9w1+xf0MMpn1aYqy17TY5IeqbduKuqmgFPW3DO9mT/bZugb8UBVnIjr8+ yNblPeyX+52liV63bI/q1w== 0000903893-96-000909.txt : 19961104 0000903893-96-000909.hdr.sgml : 19961104 ACCESSION NUMBER: 0000903893-96-000909 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961101 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000919006 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042978400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15405 FILM NUMBER: 96652930 BUSINESS ADDRESS: STREET 1: 37 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 5086700646 MAIL ADDRESS: STREET 1: 37 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on November 1, 1996 Registration No. ___________ -------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED -------------------------------- CENTENNIAL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) -------------------------------- DELAWARE 04-2978400 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) --------------------------------- EMANUEL PINEZ CHIEF EXECUTIVE OFFICER 37 Manning Road Billerica, Massachusetts 01821 (508) 670-0646 (Address and telephone number of principal executive offices and agent for service) Copies to: PAUL D. BROUDE, Esquire ANDREW D. MYERS, Esquire O'Connor, Broude & Aronson Bay Colony Corporate Center 950 Winter Street, Suite 2300 Waltham, Massachusetts 02154 (617) 890-6600 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, 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, as amended, other than securities offered only in connection with 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. [ ] CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Each Class Maximum Maximum Amount of of Securities to Be Amount to Offering Price Aggregate Registration Registered Be Registered(1) Per Share (2) Offering Price(2) Fee - ----------------------- ---------------- --------------- ----------------- --------- Common Stock, $.01 par value per share............. 115,004 $54.875 $6,310,844.50 $2,176.15
- ---------------- (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, also registered hereunder are an indeterminate number of shares of Common Stock that may become issuable pursuant to anti-dilution adjustments or stock splits or similar transactions. (2) Estimated solely for calculation of the amount of the registration fee. All shares of Common Stock are being offered by the Selling Stockholder who are not restricted as to the price or prices at which such securities may be sold. Such securities are anticipated to be offered at prices approximating fluctuating market prices. Therefore, pursuant to Rule 457 of the Securities Act of 1933, as amended, the registration fee has been calculated based upon the average of $57.00 per share and $52 3/4 per share, the high and low prices of the Company's Common Stock, respectively, on October 31, 1996, as reported by the American Stock Exchange. ----------------------- 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 THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. CENTENNIAL TECHNOLOGIES, INC. Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Item Number of Form S-3 Location or Caption in Prospectus ----------------------- --------------------------------- 1. Forepart of Registration Statement and Outside Front Cover of Prospectus................................. Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus................................................ Inside Front Cover Page; Outside Back Cover Page; Available Information; Incorporation of Certain Documents by Reference 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.............................. The Company; Risk Factors 4. Use of Proceeds........................................... Use of Proceeds 5. Determination of Offering Price........................... Not Applicable 6. Dilution.................................................. Not Applicable 7. Selling Securityholders................................... Selling Stockholder 8. Plan of Distribution...................................... Outside Front Cover Page; Plan of Distribution 9. Description of Securities to be Registered................ Not Applicable 10. Interests of Named Experts and Counsel.................... Not Applicable 11. Material Changes.......................................... Not applicable 12. Incorporation of Certain Information by Reference......... Incorporation of Certain Documents by Reference 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities............................ Indemnification
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, DATED NOVEMBER 1, 1996 PROSPECTUS CENTENNIAL TECHNOLOGIES, INC. 115,004 Shares of Common Stock This Prospectus relates to 115,004 shares (the "Shares") of Common Stock, $.01 par value per share of Centennial Technologies, Inc., a Delaware corporation (the "Company"), which were issued in connection with the Company's purchase of an interest in Infos International, Inc. The Shares may be offered for resale from time to time by the selling stockholder (the "Selling Stockholder"). See "Selling Stockholder." The Company's Common Stock is traded on the American Stock Exchange under the symbol "CTN." The shares of Common Stock to be offered for sale pursuant to this Prospectus may be offered for sale on the American Stock Exchange or in privately negotiated transactions. On October 31, 1996, the last reported sale price of the Company's Common Stock was $55 5/8 per share. The Company will assume all of the costs and fees relating to the registration of the Shares except for any discounts, concessions or commissions payable to underwriters, dealers or agents incident to the offering and sale of the Shares, and any fees and disbursements of counsel to the Selling Stockholder. ----------------- THE SECURITIES OFFERED HEREBY INVOLVE CERTAIN RISKS TO THE PURCHASERS OF SUCH SECURITIES. SEE "RISK FACTORS" BEGINNING ON PAGE 4 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 PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------- The date of this Prospectus is November 1, 1996. - 1 - AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission"), a Registration Statement on Form S-3 under the Securities Act, with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information with respect to the Company and the Common Stock offered hereby, reference is hereby made to such Registration Statement, exhibits and schedules. Statements contained in this Prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance reference is made to the copy of such contract or document filed as an exhibit to the Registration Statement or such other document, each such statement being qualified in all respects 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 or information statements and other information with the Commission. Such reports, proxy or information statements and other information, as well as the Registration Statement of which this Prospectus is a part and the exhibits and schedules thereto, may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following Regional Offices: 7 World Trade Center, 13th Floor, New York, New York 10048, and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can also be obtained from the Public Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, by mail at prescribed rates. The Common Stock is traded on the American Stock Exchange, and the Company's reports, proxy or information statements and other information filed with the American Stock Exchange may be inspected at the American Stock Exchange's offices at 86 Trinity Place, New York, New York 10006. - 2 - THE COMPANY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information, including the "Risk Factors" section, appearing elsewhere in this Prospectus. Centennial Technologies, Inc. (the "Company") designs, manufactures and markets an extensive line of PC cards. A PC card is a rugged, lightweight, credit card sized device inserted into a dedicated slot in a broad range of electronic equipment that contains microprocessors, such as portable computers, telecommunications equipment, manufacturing equipment and vehicle diagnostic systems. The Company sells its PC cards primarily to original equipment manufacturers ("OEMs") for industrial and commercial applications. The Company's PC cards provide increased storage capacity, communications capabilities and programmed software for specialized applications. These specialized applications include data acquisition and processing, navigation, and information encryption and security. The OEM market served by the Company has rigorous demands for quality products, technical service and support and rapid order turnaround. The Company provides its OEM customers with comprehensive PC card solutions, including in-house design, programming, engineering, manufacturing and private labeling. The Company believes its ability to provide a full range of services, rapid order turnaround and manufacturing flexibility to accommodate both large and small production runs provides a competitive advantage in servicing the OEM market. The Company manufactures PC cards for over 200 customers, including Bay Networks, Inc., Digital Equipment Corporation, Philips Electronics N.V., Sharp Electronics Corporation, Trimble Navigation, Inc. and Xerox Corporation. The Company also provides contract manufacturing services through its majority-owned subsidiary, Design Circuits, Inc. ("DCI"), which the Company acquired in July 1996. DCI manufactures printed circuit boards, cable modems and other computer peripheral products at its manufacturing facility in Southborough, Massachusetts. The principal executive offices of the Company are located at 37 Manning Road, Billerica, Massachusetts 01821. The Company's telephone number is (508) 670-0646. Except where the context otherwise requires, the term the "Company" includes Centennial Technologies, Inc. and its wholly-owned or majority-owned subsidiaries. An investment in the Company involves several risks, including those set forth in the "Risk Factors" section beginning on page 4. - 3 - RISK FACTORS In addition to considering the other information set forth in this Prospectus, prospective investors should carefully consider the risks of investment presented below. HISTORICAL PRODUCT CONCENTRATION PC cards constituted 98% and 86% of the Company's sales in fiscal 1996 and 1995, respectively. The market for PC cards continues to develop and no assurance can be given that computing and electronic equipment which utilize PC cards will not be modified to render the Company's PC cards obsolete or have the effect of reducing demand for the Company's PC cards. Decreased demand for the Company's PC cards as a result of technological change, competition or other factors could have a material adverse effect on the Company's business, financial position and results of operations. EXPANSION INTO NEW MARKETS; RECENT ACQUISITION In July 1996, the Company acquired a majority interest in DCI, a privately held contract manufacturer primarily of printed circuit boards and related products. For its fiscal years ended October 31, 1995 and 1994, DCI reported a net loss of approximately $1,400,000 and a net income of approximately $170,000, respectively, and a net loss of approximately $529,000 for the eight months ended June 30, 1996. No assurance can be given that DCI will operate profitably in future periods. If DCI continues to operate at a loss, or operates below the Company's and/or analysts' expectations, the Company's business, financial position and results from operations, as well as the market price of the Company's Common Stock, could be materially adversely affected. Contract manufacturing represents a new business for the Company. The Company may be subject to new competitive pressures and other risks related to this business. No assurance can be given that the Company will be successful in addressing these risks, or that this business will not take time and management resources away from the Company's other operations, which could have a material adverse effect on the Company's business, financial position and results of operations. RAPID TECHNOLOGICAL CHANGE AND NEED FOR CONTINUED PRODUCT DEVELOPMENT The market for PC cards is characterized by rapid technological change, evolving industry standards and rapid product obsolescence. The Company's growth and future success will depend upon its ability, on a timely basis, to develop and introduce new products, to enhance existing products, to adapt products for various industrial applications and equipment platforms and to gain customer acceptance of these products, enhancements and adaptations. The Company, having more limited resources than many of its competitors, must restrict its development efforts at any given time to a relatively small number of development projects. No assurance can be given that the Company will select the correct projects for development resources or that the Company's development efforts will be successful. In addition, no assurance can be given that the Company will not experience difficulties that could delay or prevent the successful development, introduction and - 4 - marketing of new products, that new products and product enhancements will meet the requirements of the marketplace and achieve market acceptance, or that the Company's current or future products will conform to applicable industry standards. The inability of the Company to introduce, on a timely basis, new products or enhancements that contribute to profitable sales would have a material adverse effect on the Company's business, financial position and results of operations. In addition, the contract manufacturing market is characterized by rapid technological change. The Company's growth and future success in this market will, in addition to the factors described above, depend on its ability to anticipate and respond to technological changes in manufacturing processes on a cost-effective and timely basis, as to which no assurance can be given. SHORTAGES OF RAW MATERIALS AND SINGLE SOURCE SUPPLIERS The Company has, from time to time, experienced shortages in the supply of computer memory chips and other electronic components used to manufacture PC cards. The Company expects such supply shortages may continue, particularly with respect to computer memory chips and other electronic components used in products targeted at high-growth market segments. Presently, certain memory chips important to the Company's products are subject to industry-wide allocation by suppliers. The Company purchases certain key components from sole or single source vendors for which alternative sources are not currently available. The Company does not maintain long-term supply agreements with any of its vendors. The inability to develop alternative sources for these single or sole source components or to obtain sufficient quantities of components could result in delays or reductions in product shipments which could materially and adversely affect the Company's business, financial position and results of operations. The Company relies on certain sole source suppliers to provide components used in certain Company products. No assurance can be given that such suppliers or one or more of the Company's other vendors will not reduce supplies to the Company. Even where alternative sources of supply are available, if a major vendor were to reduce supplies to the Company, the Company may be forced to spend a significant amount of time to qualify an additional vendor and obtain adequate supplies. The inability to obtain adequate supplies, on a timely basis, could have a material adverse effect on the Company's business, financial position and results of operations. In addition, shortages of electronic components may result in higher prices, which could have a material adverse effect on the Company's business, financial position and results of operations. FLUCTUATIONS IN QUARTERLY RESULTS; POSSIBLE VOLATILITY OF VALUE OF COMMON STOCK The Company's operations may be subject to quarterly fluctuations due to a number of factors, including the timing and delivery of significant orders for the Company's products, competitive pricing pressures, increases in raw material costs, higher costs associated with the expansion of operations, changes in customer and product mix, changes in the Company's distribution channels, production difficulties, quality of the Company's products, increased research and development expenses associated with new product introductions, write-downs or write-offs of - 5 - investments in other companies, exchange rate fluctuations and market acceptance of new or enhanced versions of the Company's products, as well as other factors, some of which are beyond the Company's control. Any future operating results of the Company below the expectations of public market analysts and investors could materially adversely affect the market price of the Company's Common Stock. The market price of the Company's Common Stock could also be subject to wide fluctuations in response to a number of items, such as quarterly variations in operating results, announcements of technological innovations or new products by the Company or its competitors, trading volume, general market trends and other factors. COMPETITION The markets in which the Company competes are characterized by rapid technological change, evolving industry standards, rapid product obsolescence and intense competition. The Company competes with manufacturers of PC cards and related products, including SanDisk Corporation and Smart Modular Technologies, Inc., as well as with electronic component manufacturers who also manufacture PC cards, including Mitsubishi Electric Corporation, Intel Corporation, Epson of America, Inc., Fujitsu Microelectronics, Inc. Certain of these competitors also supply the Company with raw materials, including electronic components currently subject to industry-wide allocation. Such competitors may have the ability to manufacture PC cards at lower costs than the Company as a result of their higher levels of integration. In addition, many of the Company's competitors or potential competitors have greater financial, marketing and technological resources than the Company. The Company expects competition to increase in the future from existing competitors and from other companies that may enter the Company's existing or future markets with similar or alternative products that may be less costly or provide additional features. The Company believes that its ability to compete successfully in its PC card business depends on a number of factors, including product quality and performance, order turnaround, the provision of competitive design capabilities, timely response to advances in technology, adequate manufacturing capacity, efficiency of production, timing of new product introductions by the Company, its customers and its competitors, the number and nature of the Company's competitors in a given market, price and general market and economic conditions. In addition, increased competitive pressure may lead to intensified price competition for both PC cards and contract manufacturing services, resulting in lower prices and gross margins, which could materially adversely affect the Company's business, financial position and results of operations. No assurance can be given that the Company will compete successfully in the future. MAJOR CUSTOMERS; CONCENTRATION OF CREDIT RISK In fiscal 1996, two customers, whose individual sales exceed 10% of total sales, accounted for an aggregate of approximately 25% of the Company's sales. If either of these customers were to reduce significantly the amount of business they conduct with the Company, it could have a material, adverse effect on the Company's business, financial position and results of operations. At June 30, 1996, two customers of the Company accounted for approximately $4.7 million, or 38%, of the Company's accounts receivable balance. If any of the Company's major customers fail to pay - 6 - the Company on a timely basis, it could have a material adverse effect on the Company's business, financial position and results of operations. INTERNATIONAL SALES During fiscal 1996, 1995 and 1994, the Company derived approximately 12%, 23% and 22%, respectively, of its total sales from outside the United States. Although the Company's sales are denominated primarily in United States dollars, fluctuations in currency exchange rates could cause the Company's products to become less price competitive in a particular country, leading to a reduction in sales or profitability in that country. Manufacturing and sales of the Company's products may also be materially, adversely affected by factors such as unexpected changes in, or imposition of, regulatory requirements, tariffs, import and export restrictions and other barriers and restrictions, longer payment cycles, greater difficulty in accounts receivable collection, potentially adverse tax consequences, the burdens of complying with a variety of foreign laws and other factors beyond the Company's control. No assurance can be given that these factors will not have a material adverse effect on the Company's business, financial position and results of operations. FAILURE TO MAINTAIN QUALITY CONTROL STANDARDS AND DELIVER PRODUCTS ON A TIMELY BASIS Many of the Company's products and services must meet exacting OEM specifications. As a result, the Company must adopt and adhere to stringent quality control standards for its products and manufacturing processes. No assurance can be given that the quality of the Company's products and services will meet customer requirements in the future. If quality problems occur, the Company could experience increased costs, reschedulings or cancellations of orders and shipments, delays in collecting accounts receivable, increases in product returns and reductions in new purchase orders, any of which could have a material adverse effect on the Company's business, financial position and results of operations. The Company may have a portion of its production manufactured at other facilities, including DCI and Centennial Thailand. No assurance can be given that such facilities, or other manufacturers to whom the Company may subcontract a portion of its production, will produce products for the Company that meet the quality requirements of the Company's customers. The Company believes its ability to deliver products rapidly represents an important competitive advantage. No assurance can be given, however, that future delays or interruptions in production caused by problems with product quality, supply shortages, facilities expansion, equipment failure, the subcontracting of a portion of production, human error or other factors, some of which may be beyond the control of the Company, will not result in the failure to meet delivery schedules. Any such failure could harm the Company's reputation in the marketplace and have a material adverse effect on the Company's business, financial position and results of operations. MANUFACTURING OPERATIONS The Company has invested, and intends to continue to invest, in facilities and equipment in order to increase, expand and update its manufacturing capabilities and equipment at its facilities in - 7 - Billerica, Massachusetts, and at its recently acquired contract manufacturing facility in Southborough, Massachusetts and the facility in Thailand that is expected to commence operations in January 1997. Changes in technology or sales growth beyond currently established manufacturing capabilities will require further investment. In particular, the future success of the Company's contract manufacturing operations will depend on the Company's ability to utilize its manufacturing capacity in an efficient manner, as to which no assurances can be given. The inability of the Company to generate additional sales necessary to utilize its contract manufacturing capacity in an efficient manner could have a material adverse effect on the Company's business, financial position and results of operations. In addition, no assurance can be given that Centennial Thailand will not experience significant expenses, costs and delays that could result in postponement in the commencement of its operations. As a new facility, Centennial Thailand may also be more prone to experience production and quality control difficulties, which could have a material adverse effect on the Company's business, financial position and results of operations. Substantially all of the Company's manufacturing operations for the production of PC cards are presently conducted at its main office and manufacturing facility in Billerica, Massachusetts. A disruption of the Company's PC card manufacturing operations for any reason, including interruptions in production, theft, government intervention or a natural disaster such as fire, earthquake, flood or other casualty could cause the Company to limit or cease its PC card manufacturing operations, which would have a material adverse effect on the Company's business, financial position and results of operations. Although the Company maintains business interruption insurance to cover natural disasters, no assurance can be given that such insurance would be sufficient to compensate the Company for damages resulting from a casualty, or that such insurance will continue to be available to the Company on commercially reasonable terms, if at all. Although no assurance can be given, the Company believes that DCI and Centennial Thailand may be able to manufacture certain of the Company's PC cards if market conditions warrant or there is a sustained interruption of its manufacturing operations at its Billerica, Massachusetts facility. MANAGEMENT OF GROWTH The Company has experienced a period of rapid growth due primarily to strong demand for the Company's PC cards. The Company's ability to manage continued growth, including growth through the Company's acquisition of DCI and other possible acquisitions (as to which there can be no assurance), will require the continued improvement of operational, financial and management information systems and the effective management of employees, as to which no assurance can be given. If the Company's management is unable to manage growth effectively, the Company's business, financial position and results of operations would be materially adversely affected. ACQUISITIONS AND INVESTMENTS From time to time, the Company considers acquisitions of companies and technologies, which may require the Company to secure additional financing and could result in dilution to the Company's existing stockholders. No assurance can be given that such financing will be available - 8 - or, if available, will be on terms acceptable to the Company. The Company may also incur significant expenditures in connection with acquisitions that are not completed, which would result in the Company having to expense such costs in its then current financial period. In the event the Company incurs indebtedness in connection with an acquisition, the Company may be subject to various risks, including interest rate fluctuations and insufficient cash flow. In addition, the process of acquiring businesses or technologies frequently results in unforeseen expenses, difficulties, complications and delays, which could have a material adverse effect on the Company's business, financial position and results of operations. The Company has invested and intends to continue to invest in companies that have technologies or capabilities complementary to those of the Company. Because these companies are typically privately held, the Company may not have the ability to liquidate readily such investments. No assurance can be given that the companies in which the Company has invested or may invest in the future will develop successful products or technologies beneficial to the Company or that such investments will be economically justified. In addition, if companies in which the Company invests are not successful, the Company would have to write-off or write-down such investments, which could result in the Company recognizing a material expense in the period in which such adjustment occurs. In addition, the Company has guaranteed payment obligations totaling approximately $950,000 under two leases entered into by one of the companies in which the Company has invested. If the Company were required to pay either of the obligations under its guarantees, it could have a material adverse effect on the Company's business, financial position and results of operations. PROTECTION OF PROPRIETARY INFORMATION The Company's products require technical know-how to engineer and manufacture. To the extent proprietary technology is involved, the Company relies on trade secrets that it seeks to protect, in part, through confidentiality agreements with certain employees, consultants and other parties. No assurance can be given that these agreements will not be breached, that the Company will have adequate remedies for any breach, or that the Company's trade secrets will not otherwise become known to, or independently developed by, existing or potential competitors of the Company. The Company generally does not seek to protect its proprietary information through patents or registered trademarks, although it may seek to do so in the future. The Company may be involved from time to time in litigation to determine the enforceability, scope and validity of its rights. In addition, no assurance can be given that the Company's products will not infringe any patents of others. Litigation could result in substantial cost to the Company and diversion of effort by the Company's management and technical personnel. The Company currently licenses certain proprietary and patented technology from third parties. No assurance can be given that any patented technology licensed by the Company will provide meaningful protection from competitors. Even if a competitor's products were to infringe on patents licensed by the Company, it would be costly for the Company to enforce its rights in an infringement action and would divert funds and management resources from the Company's operations. - 9 - DEPENDENCE ON KEY PERSONNEL The Company's success depends to a significant degree upon the continued contributions of members of its senior management and other key personnel. The loss of any of these people could have a material adverse effect on the Company's business and results of operations. Certain members of senior management have entered into employment and non-compete agreements with the Company. POSSIBLE DILUTIVE EFFECT OF FUTURE SALES OF COMMON STOCK The sale, or availability for sale, of substantial amounts of shares of Common Stock in the public market subsequent to this offering pursuant to Rule 144 under the Securities Act, or otherwise, could materially adversely affect the market price of the Common Stock. On the date of this Prospectus, in addition to the 115,004 shares of Common Stock offered hereby, 7,867,768 shares will be freely tradeable. In addition, as of October 31, 1996, stock options to purchase a total of 482,900 shares of Common Stock were outstanding. The Company has registered all of these shares, along with 113,850 shares of Common Stock available for future issuance under the Company's stock option plans. The sale of such shares of Common Stock over the American Stock Exchange or otherwise could have a material adverse effect on the market price of the Company's Common Stock. In addition, 655,752 of the outstanding shares of Common Stock of the Company are "restricted securities," as that term is defined under Rule 144 promulgated under the Securities Act, and may be sold over the American Stock Exchange in accordance with Rule 144. The availability for sale of shares of Common Stock under Rule 144 or otherwise could have a material adverse effect on the market price of the Company's Common Stock. CONTROL BY MANAGEMENT; EFFECTS OF CERTAIN ANTI-TAKEOVER PROVISIONS The Company's Certificate of Incorporation authorizes the Board of Directors to issue up to 1,000,000 shares of preferred stock, $0.01 par value per share (the "Preferred Stock"). No shares of Preferred Stock are currently outstanding, and the Company has no present plans for the issuance thereof. The Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors, without further action by stockholders, and may include voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, conversion and redemption rights and sinking fund provisions. The issuance of any such shares of Preferred Stock could adversely affect the rights of holders of Common Stock and, therefore, could reduce the value of the Common Stock. In addition, the ability of the Board of Directors to issue Preferred Stock could discourage, delay, or prevent a takeover of the Company. In addition, the Company, as a Delaware corporation, is subject to the General Corporation Law of the State of Delaware, including Section 203 thereof. In general, the law restricts the ability of a public Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became - 10 - an interested stockholder, unless certain conditions are met. As a result of the application of Section 203 and certain provisions in the Company's Certificate of Incorporation, potential acquirors of the Company may find it more difficult or be discouraged from attempting to effect an acquisition transaction with the Company, thereby possibly depriving holders of the Company's securities of certain opportunities to sell or otherwise dispose of such securities at above-market prices. USE OF PROCEEDS The Company will not receive any part of the proceeds of any sale or transactions made by the Selling Stockholder. SELLING STOCKHOLDER The following table sets forth, as of November 1, 1996, the number of shares beneficially owned prior to the Offering, the number of shares of Common Stock offered hereby, and the number of shares beneficially owned after the Offering (assuming sale of all shares of Common Stock being offered hereby) by the Selling Stockholder. Common Stock Common Stock Beneficially Common Beneficially Owned Stock Owned After Prior to Being Completion of Selling Stockholder(1) Offering Offered Offering - ---------------------- --------- -------- -------- Infos International, S.A. 115,004 115,004 0 Total 115,004 115,004 0 ======= ======= = - ---------------------------- (1) Infos International, S.A., the Selling Stockholder, was the sole stockholder of Infos International, Inc. On October 2, 1996, Infos International, S.A. sold a thirty-eight percent (38%) interest in Infos International, Inc. to the Company (the "Transaction"). The Selling Stockholder received shares of Common Stock of the Company as partial consideration in connection with the Transaction. The shares of Common Stock are being registered to permit public sales of the Shares from time to time by the Selling Stockholder. The Selling Stockholder was issued the Shares in connection with the Transaction. Such securities are being registered pursuant to the terms of the Statement of Registration Rights by and between the Company and Infos International, S.A., dated October 2, 1996, at the expense of the Company, exclusive of fees and expenses of the Selling - 11 - Stockholder's attorneys or other representatives and selling or brokerage commissions, if any, as the result of the sale of such securities. The Selling Stockholder is not restricted as to the price or prices at which it may sell the Shares. Sales of the Shares at less than the market price may depress the market price of the Company's Common Stock. It is anticipated that the sale of the Shares when made, will be made over the American Stock Exchange, either through broker-dealers acting as agents or brokers for the seller, or through broker-dealers acting as principals, who may then resell the Shares over the American Stock Exchange, or through private sales, at negotiated prices related to prevailing market prices at the time of the sales, or by a combination of such methods. Thus, the sale of the Shares by the Selling Stockholder may occur over an extended period of time. PLAN OF DISTRIBUTION The shares of Common Stock covered hereby may be offered and sold from time to time by the Selling Stockholder listed above. The Selling Stockholder will act independently of the Company in making decisions with respect to the timing, market, or otherwise at prices related to the then current market price or in negotiated transactions. The shares of Common Stock may be sold from time to time by the Selling Stockholder, or by pledgees, donees, transferees or other successors in interest. The shares of Common Stock covered by this Prospectus may be sold by the Selling Stockholder in one or more transactions on the American Stock Exchange, or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The shares of Common Stock may be sold by one or more of the following: (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares of Common Stock as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; and (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers. Thus, the period of distribution of such shares of Common Stock may occur over an extended period of time. The Company is paying all of the other expenses of registering the securities offered hereby under the Securities Act estimated to be $10,000.00 for filing, legal, and miscellaneous fees and expenses, and has agreed to indemnify the Selling Stockholder against certain liabilities, including liabilities under the Securities Act. In effecting sales, broker-dealers engaged by the Selling Stockholder may arrange for other broker-dealers to participate. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Stockholder in connection with such sales. The Company will not receive any proceeds from any sales of the Shares by the Selling Stockholder. In offering the securities, the Selling Stockholder and any broker-dealers and any other participating broker-dealers who execute sales for the Selling Stockholder may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales, and any profits realized by the Selling Stockholder and the compensation of such broker-dealer may be - 12 - deemed to be underwriting discounts and commissions. In addition, any shares covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. The Company has advised the Selling Stockholder that during such time as it may be engaged in a distribution of Shares it is required to comply with Rules 10b-6 and 10b-7 under the Exchange Act (as those Rules are described in more detail below) and, in connection therewith, that it may not engage in any stabilization activity, except as permitted under the Exchange Act, are required to furnish each broker-dealer through which Shares included herein may be offered copies of this Prospectus, and may not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities except as permitted under the Exchange Act. Rule 10b-6 under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Rule 10b-7 governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. TRANSFER AGENT The transfer agent for the Company's Common Stock is American Securities Transfer, Inc., 938 Quail Street, Suite 101, Lakewood, Colorado 80215. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996; (2) the Company's Current Report on Form 8-K, dated October 17, 1996; (3) the Company's Current Report on Form 8-K/A, dated September 23, 1996; (4) the Company's Registration Statement No. 33- 74862-NY on Form 8-A declared effective by the Commission on April 12, 1994 registering the Company's Common Stock under Section 12(g) of the Exchange Act; and (5) the Company's Registration Statement No. 333-1008 on Form S-3 declared effective by the Commission on March 19, 1996. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the termination of the offering of the Common Stock registered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statements contained in a 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 is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is - 13 - delivered, upon a written request of such person, a copy of any or all of the foregoing documents incorporated by reference into this Prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to the Chief Financial Officer of the Company, 37 Manning Road, Billerica, Massachusetts 01821, Telephone: (508) 670-0646. INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Delaware General Corporation Law, Section 102(b)(7), enables a corporation in its original certificate of incorporation or an amendment thereto validly approved by stockholders to eliminate or limit personal liability of members of its Board of Directors for violations of a director's fiduciary duty of care. However, the elimination or limitation shall not apply where there has been a breach of the duty of loyalty, failure to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase which is deemed illegal or obtaining an improper personal benefit. The Company's Certificate of Incorporation includes the following language: To the maximum extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware, a director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. Delaware General Corporation Law, Section 145, permits a corporation organized under Delaware law to indemnify directors and officers with respect to any matter in which the director or officer acted in good faith and in a manner he reasonably believed to be not opposed to the best interests of the Company, and, with respect to any criminal action, had reasonable cause to believe his conduct was lawful. The Bylaws of the Company include the following provision: Reference is made to Section 145 and any other relevant provisions of the General Corporation Law of the State of Delaware. Particular reference is made to the class of persons, hereinafter called "Indemnitees," who may be indemnified by a Delaware corporation pursuant to the provisions of such Section 145, namely, any person, or the heirs, executors, or administrators of such person, who was or is a - 14 - party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. The Corporation shall, and is hereby obligated to, in addition to any obligation incurred pursuant to the Corporation's Certificate of Incorporation, indemnify the Indemnitees, and each of them, in each and every situation where the Corporation is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Corporation shall indemnify the Indemnitees, and each of them, in each and every situation where, under the aforesaid statutory provisions, the Corporation is not obligated, but is nevertheless permitted or empowered, to make such indemnification, it being understood that, before making such indemnification, with respect to any situation covered under this sentence, (i) the Corporation shall promptly make or cause to be made, by any of the methods referred to in Subsection (d) of such Section 145, a determination as to whether each Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful, and (ii) that no such indemnification shall be made unless it is determined that such Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. - 15 - ======================================== =================================== No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in 115,004 Shares connection with the offer made by this Prospectus. If given or made, such information or representation must not be relied upon as having been authorized by the Company or any Selling Stockholder. This Prospectus does not constitute an offer to sell or a CENTENNIAL TECHNOLOGIES, INC. solicitation of an offer to buy any securities other than shares of Common Stock to which this Prospectus relates, or an offer in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not Common Stock qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any offer or sale made hereunder shall, under any circumstances, create any implication ---------- that there has been no change in the PROSPECTUS affairs of the Company since the date hereof or that the information contained ---------- herein is correct as of any time subsequent to the date hereof. ----------- TABLE OF CONTENTS Page Available Information................2 The Company .........................3 Risk Factors.........................4 Use of Proceeds ....................11 Selling Stockholder ................11 November 1, 1996 Plan of Distribution................12 Transfer Agent .....................13 Incorporation of Certain Documents by Reference..............13 Indemnification.....................14 ====================================== ====================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following is an itemization of all expenses (subject to future contingencies) incurred or expected to be incurred by the Company in connection with the issuance and distribution of the securities being offered hereby other than underwriting discounts and commissions (items marked with an asterisk (*) represent estimated expenses): Registration Fee (SEC) $ 2,176.15 Legal Fees* $ 4,000.00 Miscellaneous* $ 3,823.85 -------- TOTAL* $ 10,000.00 ========= ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS See "Indemnification" contained in Part I hereof, which is incorporated by reference. ITEM 16. EXHIBITS (a) The following is a list of exhibits filed herewith as part of this Registration Statement: Exhibit No. Title - ------------ ------- 5 Opinion Letter of O'Connor, Broude & Aronson as to legality of shares being registered. 23a Consent of O'Connor, Broude & Aronson (contained in opinion filed as Exhibit 5). 23b Consent of Coopers and Lybrand L.L.P. II-1 (b) The following exhibits were filed as part of the Company's Form SB-2 Registration Statement (33-74862-NY) declared effective by the Commission on April 12, 1994 and are herein incorporated by reference: Exhibit No. Title 3a Certificate of Incorporation. 3b Bylaws. 4a Included in Exhibits 3a and 3b. ITEM 17. UNDERTAKINGS 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; (ii) To reflect in the prospectus any facts or events which, individually or together , represent a fundamental change in the information set forth in the registration statement; and (iii) To include any additional or material information on the plan of distribution. (2) For the purpose of determining any liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time as the initial bona fide offering. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the Offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer, or controlling person of 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, 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 Securities Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BILLERICA, COMMONWEALTH OF MASSACHUSETTS, ON THE 1st DAY OF NOVEMBER, 1996. CENTENNIAL TECHNOLOGIES, INC. By:/s/ Emanuel Pinez ----------------- Emanuel Pinez, Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date - --------- ----- ---- /s/Emanuel Pinez Chairman of the Board, Chief November 1, 1996 - -------------------------------------------- Executive Officer, and Secretary Emanuel Pinez /s/ James M. Murphy Chief Financial Officer (Principal November 1, 1996 James M. Murphy financial and accounting officer), Treasurer, and Director /s/ John J. McDonald President and Director November 1, 1996 - ------------------------------------------- John J. McDonald /s/ John J. Shields Vice-Chairman of the Board November 1, 1996 - ------------------------------------------- John J. Shields /s/ J.P. Luc Beaubien Director November 1, 1996 J. P. Luc Beaubien /s/ William M. Kinch Director November 1, 1996 - ------------------------------------------- William M. Kinch Director , 1996 - ------------------------------------------- William Shea
II-3 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Centennial Technologies, Inc. on Form S-3 of our report dated August 21, 1996, except for notes 4 and 17 as to which the date is September 9, 1996, on our audits of the financial statements of Centennial Technologies, Inc. as of June 30, 1996 and 1995, and for the years ended June 30, 1996, 1995 and 1994, which report is included in the Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. ----------------------------- Coopers & Lybrand, L.L.P. Boston, Massachusetts October 31, 1996 EX-5 3 OPINION OF COUNSEL O'CONNOR, BROUDE & ARONSON ATTORNEYS AT LAW THE BAY COLONY CORPORATE CENTER ROUTE 128 AND WINTER STREET 950 WINTER STREET, SUITE 2300 WALTHAM, MASSACHU5ETT5 02154 ----- 617-890-6600 FACSIMILE:617-890-9261 October 31, 1996 Board of Directors of Centennial Technologies, Inc Re: Centennial Technologies Gentlemen: This firm has represented Centennial Technologies, Inc., a Delaware corporation (hereinafter called the "Corporation), as special counsel in connection with the registration of 115,004 shares (hereinafter called the "Shares") of the Corporation's Common Stock described below. In our capacity as special counsel to the Corporation, we are familiar with the Certificate of Incorporation, as amended, and the Bylaws of the Corporation. We are also familiar with the corporate proceedings taken by the Corporation in connection with the issuance of Shares and the preparation and filing of a Registration Statement on Form S-3 (hereinafter called the "Registration Statement") covering the offering of the Shares held by Infos International, S.A. hereinafter referred to as the "Selling Securityholder." Based upon the foregoing, we are of the opinion that: 1. The Corporation is duly organized and validly existing under the laws of the State of Delaware. 2. The 115,OO4 Shares which may be sold by the Selling Securityholder have been duly authorized and are legally issued. O'CONNOR, BROUDE & ARONSON Board of Directors of Centennial Technologies, Inc. Re: Centennial Technologies, Inc. October 31, 1996 Page 2 This opinion is provided solely for the benefit of the addressee hereof and is not to be relied upon by any other person or party. Nevertheless, we hereby consent to the use of this opinion and to all references to our firm in or made part of the Registration Statement and any amendments thereto. Very truly yours, O'CONNOR, BROUDE & ARONSON By: /s/ Paul D. Broude ------------------------- Paul D. Broude PDB:VAG:anr -----END PRIVACY-ENHANCED MESSAGE-----