-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oU3yw7+ql/VQTu6nTQAqFu2IFwjdo2b8xPCZ/sraQ2em1jD8iztvwg2usFdHo2mI gcLueVuHJrYfzHC3NdF8dg== 0000890566-95-000331.txt : 19950601 0000890566-95-000331.hdr.sgml : 19950601 ACCESSION NUMBER: 0000890566-95-000331 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950531 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECH SYM CORP CENTRAL INDEX KEY: 0000096669 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 741509818 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-59491 FILM NUMBER: 95543500 BUSINESS ADDRESS: STREET 1: 10500 WESTOFFICE DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77042-5391 BUSINESS PHONE: 7137857790 MAIL ADDRESS: STREET 1: 10500 WESTOFFICE DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77042-5391 FORMER COMPANY: FORMER CONFORMED NAME: WESTEC CORP DATE OF NAME CHANGE: 19700721 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN EQUITIES INC DATE OF NAME CHANGE: 19660921 S-4/A 1 AMEND. #1 TO REGISTRATION STATEMENT ON FORM S-4 REGISTRATION NO. 33-59491 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- TECH-SYM CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------
NEVADA 3829 74-1509818 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
------------------------ 10500 WESTOFFICE DRIVE HOUSTON, TEXAS 77042 (713) 785-7790 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) WENDELL W. GAMEL CHAIRMAN OF THE BOARD AND PRESIDENT TECH-SYM CORPORATION 10500 WESTOFFICE DRIVE HOUSTON, TEXAS 77042 (713) 785-7790 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------
COPIES TO: ANDREWS & KURTH L.L.P. J. RANKIN TIPPINS BAKER & BOTTS, L.L.P. 4200 TEXAS COMMERCE TOWER GENERAL COUNSEL 3000 ONE SHELL PLAZA HOUSTON, TEXAS 77002 TECH-SYM CORPORATION 910 LOUISIANA ATTN: THOMAS P. MASON, ESQ. 10500 WESTOFFICE DRIVE HOUSTON, TEXAS 77002 (713) 220-4200 HOUSTON, TEXAS 77042 ATTN: J. DAVID KIRKLAND, JR., ESQ. (713) 785-7790 (713) 229-1234
------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective and the conditions to consummation of the Merger have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 SAID SECTION 8(A), MAY DETERMINE. ============================================================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 78.751 of the Nevada Business Corporation Act (the "Act") provides that a corporation may indemnify any person who was or is a 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, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect of any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Further, such Act provides that a corporation may indemnify any person was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is a fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 35 of Tech-Sym's Bylaws provides, in general, that Tech-Sym shall indemnify its officers an directors to the fullest extent permissible under Nevada law. Tech-Sym provides liability insurance for each director or officer for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of Tech-Sym. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following is a complete list of Exhibits filed as part of this Registration Statement:
EXHIBIT - ------------------------ 2.1 -- Agreement and Plan of Merger dated as of May 11, 1995 (the "Merger Agreement"), among Tech-Sym Corporation ("Tech-Sym"), CSD, Inc. ("CSD") and CogniSeis Development, Inc. ("CogniSeis") (included as Appendix A to the Joint Proxy Statement/Prospectus included herein). 3.1 -- Articles of Incorporation of Tech-Sym, as amended (filed as Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 3.3 -- Bylaws of Tech-Sym, as amended (filed as Exhibit 3(b) to Tech-Sym's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). II-1 4.1 -- Amended and Restated Rights Agreement dated as of June 1, 1988, between Tech-Sym and Continental Stock Transfer and Trust Company, as Rights Agent (filed as Exhibit 4(a) to Tech-Sym's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). *5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered. *8.1 -- Opinion of Baker & Botts, L.L.P. as to certain federal income tax matters. *23.1 -- Consent of Ernst & Young LLP, Independent Auditors *23.2 -- Consent of Independent Accountants *23.3 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). *23.4 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 8.1). *24.1 -- Powers of Attorney (included in Part II of this Registration Statement).
* Filed herewith. ITEM 22. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. The undersigned registrant hereby undertakes as follows: (1) that, prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form; (2) that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes 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 therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof; (3) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, II-2 and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request; and (4) to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 30th DAY OF MAY, 1995. TECH-SYM CORPORATION By: J. RANKIN TIPPINS SECRETARY AND GENERAL COUNSEL PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE ------------------------------ ------------------------------------- -------------- * ------------------------------ Chairman of the Board, President May 30, 1995 Wendell W. Gamel and Chief Executive Officer; Director (Principal Executive Officer) * ------------------------------ Vice President, Treasurer, Controller May 30, 1995 Ray F. Thompson and Chief Financial Officer (Principal Financial and Accounting Officer) * ------------------------------ Vice President, Director May 30, 1995 Coy J. Scribner * ------------------------------ Director May 30, 1995 W. L. Creech * ------------------------------ Director May 30, 1995 A. A. Gallotta, Jr. * ------------------------------ Director May 30, 1995 Christopher C. Kraft, Jr. * ------------------------------ Director May 30, 1995 Robert E. Moore * ------------------------------ Director May 30, 1995 Rollin J. Sloan * ------------------------------ Director May 30, 1995 Joal A. Teresko * ------------------------------ Director May 30, 1995 Charles K. Watt *By: J. RANKIN TIPPINS Attorney in Fact
II-4 INDEX TO EXHIBITS EXHIBIT NUMBER IDENTIFICATION OF EXHIBITS --------- -------------------------- 2.1 -- Agreement and Plan of Merger dated as of May 11, 1995 (the "Merger Agreement"), among Tech-Sym Corporation ("Tech-Sym"), CSD, Inc. ("CSD") and CogniSeis Development, Inc. ("CogniSeis") (included as Appendix A to the Joint Proxy Statement/Prospectus included herein). 3.1 -- Articles of Incorporation of Tech-Sym, as amended (filed as Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 3.3 -- Bylaws of Tech-Sym, as amended (filed as Exhibit 3(b) to Tech-Sym's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). 4.1 -- Amended and Restated Rights Agreement dated as of June 1, 1988, between Tech-Sym and Continental Stock Transfer and Trust Company, as Rights Agent (filed as Exhibit 4(a) to Tech-Sym's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). *5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered. *8.1 -- Opinion of Baker & Botts, L.L.P. as to certain federal income tax matters. *23.1 -- Consent of Ernst & Young LLP, Independent Auditors *23.2 -- Consent of Independent Accountants *23.3 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). *23.4 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 8.1). 24.1 -- Powers of Attorney (included in Part II of this Registration Statement as originally filed). - ------------ * Filed herewith. EX-5.1 2 OPINION OF ANDREWS & KURTH L.L.P. EXHIBIT 5.1 ANDREWS & KURTH L.L.P. ATTORNEYS TEXAS COMMERCE TOWER HOUSTON, TEXAS 77002 OTHER OFFICES: WASHINGTON, D.C. TELEPHONE: (713)220-4200 DALLAS TELECOPIER: (713)220-4285 LOS ANGELES TELEX: 79-1208 NEW YORK May 30, 1995 Board of Directors Tech-Sym Corporation 10500 Westoffice Drive Houston, Texas 77042 Gentlemen: We have acted as counsel for Tech-Sym Corporation (the "Company" in connection with the Company's Registration Statement on Form S-4 (the "Registration Statement") relating to the registration of the issuance under the Securities Act of 1993, as amended, of an aggregate of 964,000 shares of Common Stock, par value $0.10 per share (the "Shares"), together with associated Common Stock Purchase Rights, of the Company. As the basis for the opinions hereinafter expressed, we have examined such statutes, regulations, corporate records and documents, certificates of public officials and other instruments as we have deemed necessary or advisable for purposes of this opinion. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that: (1) The 964,000 Shares of the Company to be issued as described in the Registration Statement, are duly and validly authorized. (2) Upon the issuance by the Company of the Shares as described in the Registration Statement, such Shares will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Opinions" therein. Very truly yours, ANDREWS & KURTH L.L.P. EX-8.1 3 OPINION OF BAKER & BOTTS, L.L.P. EXHIBIT 8.1 BAKER & BOTTS L.L.P. ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 AUSTIN TELEPHONE: (713)229-1234 DALLAS TELECOPIER: (713)229-1522 MOSCOW TELEX: 76-2779 NEW YORK WASHINGTON, D.C. May 30, 1995 CogniSeis Development, Inc. 2401 Portsmouth Houston, Texas 77098 Gentlemen: We are acting as counsel to CogniSeis Development, Inc. ("CogniSeis") in connection with the proposed merger (the "Merger") of CSD Merger, Inc. ("CSD"), a direct, wholly owned subsidiary of Tech-Sym Corporation ("Tech-Sym"), with and into CogniSeis pursuant to an Agreement and Plan of Merger dated as of May 11, 1995 among Tech-Sym, CSD, and CogniSeis (the ("Merger Agreement"). The following opinion is based on our review of the Merger Agreement, the Registration Statement on Form S-4 (Registration No. 33-59491), as amended by Amendment No. 1 thereto, including the form of Proxy Statement/Prospectus with respect to the Merger, as filed with the Securities and Exchange Commission on the date hereof (the "Registration Statement"), and such other materials and documents as we have deemed appropriate. In rendering our opinion, we have assumed that the Merger will be consummated as described in the Merger Agreement and the Registration Statement, that the facts, representations, and warranties set forth in the Merger Agreement and the Registration Statement are accurate, and that the covenants, conditions, and obligations set forth in the Merger Agreement have been and will be fulfilled. On the basis of the foregoing, we are of the opinion, based on existing law and regulations, that the discussion set forth in the form of Proxy Statement/Prospectus included in the Registration Statement under the caption "The Merger -- Certain Federal Income tax Consequences," to the extent it sets forth conclusions of law, is an accurate summary of the principal United States federal income tax consequences of the Merger. We hereby consent to the use of our name under the captions "The Merger -- Certain Federal Income Tax Consequences" and "Legal Opinions" in the form of Proxy Statement/Prospectus included in the Registration Statement and to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, BAKER & BOTTS, L.L.P. By: /s/ STUART F. SCHAFFER Stuart F. Schaffer EX-23.1 4 CONSENT ERNST & YOUNG EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Experts" and "CogniSeis Selected Financial Data" and to the use of our report dated September 9, 1994, except for Note 9 as to which the date is May 19, 1995, with respect to the consolidated financial statements of CogniSeis Development, Inc. included in the Registration Statement (Form S-4 No. 33-59491) of Tech-Sym Corporation for the registration of up to 964,000 shares of its common stock. ERNST & YOUNG LLP Houston, Texas May 30, 1995 EX-23.2 5 CONSENT PRICE WATERHOUSE EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-4 of Tech-Sym Corporation of our report dated February 23, 1995, which appears on page 36 of the issuer's 1994 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page S-2 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Houston, Texas May 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----