<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
5B TECHNOLOGIES CORPORATION
(formerly Paramount Financial Corporation)
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 11-3072768
<S> <C>
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
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ONE JERICHO PLAZA
JERICHO, NEW YORK 11753
(516) 938-3400
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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COPY TO:
GLENN NORTMAN DANAL F. ABRAMS, ESQ.
CHIEF EXECUTIVE OFFICER PIPER MARBURY RUDNICK & WOLFE LLP
5B TECHNOLOGIES CORPORATION 1251 AVENUE OF THE AMERICAS
ONE JERICHO PLAZA NEW YORK, NEW YORK 10020
JERICHO, NEW YORK 11753 (212) 835-6000
(516) 938-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 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: / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.04 par value.................. 162,500 $13.00(2) $2,112,500 $ 557.70
50,000(3) $ 0.85 $ 42,500 $ 11.22
50,000(3) $ 1.25 $ 62,500 $ 16.50
33,333(3) $ 1.50 $ 49,999.50 $ 13.20
10,000(3) $ 2.34 $ 23,400 $ 6.18
TOTAL.......................................... 305,833 $2,290,899.50 $ 604.80
</TABLE>
(1) This Registration Statement also includes an indeterminable number of shares
of common stock which may be issued under the antidilution provisions of
warrants held by two of the selling stockholders.
(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended.
(3) Reflects shares of common stock issuable upon exercise of warrants. The
Proposed Maximum Offering Price per share was calcul ated in accordance with
Rule 457(g) of the Securities Act of 1933, as amended.
------------------------------
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.
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<PAGE>
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION
INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATIO N STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
5B TECHNOLOGIES CORPORATION
305,833 SHARES OF COMMON STOCK
------------------
The stockholders selling the shares in this offering have the right to
determine both the number of shares they will offer and the time or times when
they will offer the shares. They may sell the shares at the market price at the
time of sale or at such other prices as they may negotiate.
The 305,833 shares of common stock covered by this prospectus include both
outstanding shares and shares issuable upon exercise of outstanding warrants
held by certain stockholders named within this prospectus. We will not receive
any proceeds from the sale of the shares of this offering, but we will receive
an aggregate of $806,000 and $178,400 if certain promissory notes relating to
the outstanding shares are paid in full and all of the warrants are exercised,
respectively.
Our common stock is quoted on the Nasdaq SmallCap Market under the symbol
"FIVE." On March 22, 2000, the closing sale price of our common stock was $13.00
per share.
------------------------
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this prospectus is March , 2000
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.
------------------------
TABLE OF CONTENTS
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PAGE
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<S> <C>
WHERE YOU CAN FIND MORE INFORMATION......................... 1
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS.................. 2
PROSPECTUS SUMMARY.......................................... 3
THE OFFERING................................................ 4
RISK FACTORS................................................ 5
USE OF PROCEEDS............................................. 13
SELLING STOCKHOLDERS........................................ 13
PLAN OF DISTRIBUTION........................................ 14
LEGAL MATTERS............................................... 15
EXPERTS..................................................... 15
</TABLE>
i
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also
available to the public at the SEC's web site at http://www.sec.gov. Our Common
Stock is quoted on the Nasdaq SmallCap Market. Our reports, proxy statements and
other information are also available to the public at the Nasdaq's web site at
http://www.nasdaq.com.
This prospectus is part of a Registration Statement on Form S-3 filed with
the SEC under the Securities Act of 1933. This prospectus omits some of the
information contained in the Registration Statement. You should refer to the
Registration Statement for further information with respect to 5B Technologies
Corporation and the securities offered by this prospectus. Any statement
contained in this prospectus concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the SEC is not
necessarily complete, and in each case you should refer to the copy of the
document filed for complete information.
The SEC allows us to "incorporate by reference" the information we file with
it, which means we can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be a
part of this prospectus, and later information that we file with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
all of the securities covered by this prospectus are sold by the selling
stockholders.
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
2. Our Current Report on Form 8-K, filed February 15, 2000.
3. The description of our common stock contained in our registration
statement on Form 8-A filed pursuant to Section 12 of the Securities
Exchange Act.
4. The description of our Class A Warrants relating to our common stock
contained in our registration statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
5B Technologies Corporation
One Jericho Plaza
Jericho, New York 11753
Attention: Anthony Fernandez, Director of Finance
Telephone: (516) 938-3400
1
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Some of the statements contained in or incorporated by reference in this
prospectus discuss our plans and strategies for our business or state other
forward-looking statements, as this term is defined in the Private Securities
Litigation Reform Act. The words "anticipates," "believes," "estimates,"
"expects," "plans," "intends" and similar expressions are intended to identify
these forward-looking statements, but are not the exclusive means of identifying
them. These forward-looking statements reflect the current views of our
management; however, various risks, uncertainties and contingencies could cause
our actual results, performance or achievements to differ materially from those
expressed in, or implied by, these statements, including the following:
- the success or failure of our efforts to implement our business strategy
- the other factors discussed under the heading "Risk Factors" and elsewhere
in this prospectus
We assume no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. For a
discussion of important risks of an investment in our securities, including
factors that could cause actual results to differ materially from results
referred to in the forward-looking statements, see "Risk Factors." You should
carefully consider the information set forth under the caption "Risk Factors."
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in or incorporated by reference in this prospectus might not
occur.
2
<PAGE>
PROSPECTUS SUMMARY
5B TECHNOLOGIES CORPORATION
5B Technologies Corporation (formerly Paramount Financial Corporation) and
subsidiaries is a comprehensive business solution provider, offering customers a
wide range of integrated services, including Internet solutions, information
technology ("IT") consulting, systems integration, staffing services and lease
financing. We conduct our operations through three wholly owned subsidiaries:
Paratech Resources, Inc., Deltaforce Personnel Services, Inc. and Paramount
Operations Inc.
On February 14, 2000, we completed a corporate structure reorganization
under Delaware law. As a result of the reorganization, 5B became the new public
parent holding company for the three subsidiaries. The new corporate name and
structure reflect the change, in 1999, of our business focus to our systems
integration and consulting, website development and Internet consulting, and
temporary staffing businesses, and our de-emphasizing of our IT equipment
leasing business.
Our evolution from a IT equipment leasing and trading company to a full
service Internet and IT business solution provider began in 1996. During the
first quarter of that year, in response to our need to provide our customers
with more-value added services, we created a new wholly owned subsidiary,
Paratech Resources, Inc. Paratech began offering customers full IT service
solutions, including hardware, software, system design, systems integration and
other value-added support services.
In order to further enhance and expand its system integration services and
solutions business, Paratech acquired Comptech Resources, Inc. in October 1998.
Comptech was a systems consulting, software application, Year 2000 compliance
and Internet design and development firm. The acquisition of Comptech brought us
a specialization in client-server accounting, sales-force automation, web
development and e-commerce solutions.
To expand our Internet solutions business and to add the ability to host
clients, Paratech acquired, in March 1999, certain assets of Web Business
Systems Inc., a small New York based web hosting and development company. The
acquisitions of Comptech and Web have enabled us to offer a full complement of
state-of-the-art Internet and IT solutions.
Our strategic diversification and expansion strategy also resulted in two
other acquisitions during 1998. In January 1998, we completed the acquisition of
Deltaforce Personnel Services, Inc., a privately held New York City based
staffing company specializing in legal support staffing. This acquisition
further enhanced our product offerings by including staffing services to our
expanding list of integrated services. The Deltaforce acquisition was followed
in August 1998 by our acquisition of RBW Staffing Services, Inc. (d/b/a
Wordsmiths), a New York City based staffing company also specializing in legal
support staffing. Following this second acquisition, we merged the operations of
Wordsmiths into Deltaforce to form "The DeltaGroup." As a result of the
Deltaforce and Wordsmiths acquisitions, 5B became able to offer not only
temporary legal support staffing, but also temporary and permanent IT
placements.
Throughout this period of strategic expansion and diversification, we
maintained our lease portfolio and in 1999 selectively engaged in new lease
transactions. Our leasing operations are conducted by Paramount Operations Inc.
ADDRESS
Our executive offices are located at One Jericho Plaza, Jericho, New York,
11753, (516) 938-3400.
3
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THE OFFERING
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<S> <C>
Common stock offered........................................ 305,833 shares(1)
Common stock outstanding as of March 22, 2000............... 2,135,500 shares(2)
Nasdaq SmallCap symbol...................................... FIVE
Use of proceeds............................................. We will not receive any
proceeds from the sale of the
common stock sold by the
selling stockholders(1)
</TABLE>
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(1) Of the shares of common stock being offered by the selling stockholders,
(i) 162,500 shares are outstanding, but are subject to the terms of two
promissory notes of the selling stockholder, under which the selling
stockholder owes an aggregate of $806,000 to us before he can complete his
acquisition of such shares and sell them in this offering, and (ii) an
aggregate of 143,333 shares are subject to warrants we issued to three
selling stockholders, under which we will receive $178,400 if all of the
warrants are exercised in full.
(2) This number does not include: (i) 500,000 shares and 12,500 shares reserved
under our stock option and director option plans, respectively (of which
457,766 and 1,000, respectively, are subject to outstanding options),
(ii) 747,500 shares underlying our publicly traded Class A Warrants, and
(iii) 750,000 shares underlying other outstanding warrants.
The purpose of this offering is to register the resale of the shares of
common stock owned by the selling stockholders. The selling stockholders are
required to deliver a copy of this prospectus in connection with any sale of
these shares.
4
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER EACH OF THE FOLLOWING RISKS AND ALL OF THE
OTHER INFORMATION SET FORTH IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR
COMMON STOCK. SOME OF THE FOLLOWING RISKS RELATE PRINCIPALLY TO OUR BUSINESS IN
GENERAL AND THE INDUSTRIES IN WHICH WE OPERATE. OTHER RISKS RELATE PRINCIPALLY
TO THE SECURITIES MARKETS AND OWNERSHIP OF OUR SECURITIES. THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING OUR COMPANY.
ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE
CURRENTLY BELIEVE TO BE IMMATERIAL MAY ALSO ADVERSELY AFFECT OUR BUSINESS. IF
ANY OF THE FOLLOWING RISKS AND UNCERTAINTIES DEVELOP INTO ACTUAL EVENTS, OUR
BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY
ADVERSELY AFFECTED.
WE HAVE CHANGED OUR BUSINESS FOCUS FROM IT EQUIPMENT LEASING TO SYSTEMS
INTEGRATION AND CONSULTING, WEBSITE DEVELOPMENT AND CONSULTING, AND TEMPORARY
STAFFING AND WE MAY BE NOT SUCCESSFUL IN OUR BUSINESS STRATEGIES
In 1999, we changed the focus of our operations from IT equipment leasing,
which was our primary business since 1991, to systems integration and
consulting, website development and consulting, and temporary staffing. Our
strategy is to continue to focus on these lines of business, and our future
success will depend on our ability to grow these businesses. Because we have
focused on these businesses for only a short period of time, we do not have an
historical record upon which to judge our ability to successfully grow these
businesses. If we are not able to successfully operate and grow these
businesses, we will suffer significant adverse results, including losses from
operations, an inability to raise additional capital, and downward pressures on
our stock price.
WE MAY NOT BE ABLE TO OPERATE PROFITABLY
Since our initial public offering in January 1996, we have reported annual
losses of ($804,411), ($496,338), ($1,833,804) and ($261,072). Although our
($261,072) loss in 1999 is significantly less than in 1998, which reflects our
re-focus in our lines of business, our company faces significant challenges in
order to reach profitability. These challenges are discussed in detail in these
Risk Factors. In order for our company to be successful and to grow, we will
need to successfully address these challenges, but, for the reasons explained in
these Risk Factors, we cannot give assurances that we will ever operate
profitably.
WE CURRENTLY HAVE LIMITED CAPITAL RESOURCES AND WE WILL NEED SIGNIFICANT
ADDITIONAL FINANCING TO ENABLE US TO EXPAND OUR BUSINESSES
At December 31, 1999, we had $1.0 million in cash and cash equivalents. We
continue to use our cash balances to fund our operations and, to the extent we
suffer operating losses, we would need our cash reserves to fund these losses.
However, in order to expand our systems integration, website development and
temporary staffing businesses, we will require significant additional cash
resources to make acquisitions of complementary businesses; fund internal growth
through expanding our client base in these business lines and adding
consultants, engineers and temporary employees; expand our sales and marketing
capabilities; and support overall increased expenses attendant to growing a
business. We do not have any current opportunities to raise such significant
additional financing, and we cannot give assurances that any opportunities to
raise financing will arise in the future or that, if they do arise, the terms
thereof would be acceptable to us. If we are not able to raise additional
financing to allow us to grow our businesses, it is likely that our company will
suffer significant adverse effects.
SYSTEMS INTEGRATION AND WEBSITE DEVELOPMENT RISK FACTORS
WE GENERALLY DO NOT HAVE LONG-TERM SERVICE CONTRACTS AND OUR NEED TO
ESTABLISH RELATIONSHIPS WITH NEW CLIENTS CREATES AN UNCERTAIN REVENUE STREAM
In the systems integration and website development business, our clients
generally retain us on a project basis, rather than under long-term contracts.
As a result, a client may or may not engage us for
5
<PAGE>
further services once a project is completed. As a result, establishment and
development of relationships with additional companies and other users of
information technology and securing repeat engagements with existing clients are
important components of our business operations. The absence of long-term
contracts and the need for new clients create an uncertain revenue stream. A
client that accounts for a significant portion of our revenues in a given period
may not generate a similar amount of revenue, if any, in subsequent periods. We
cannot assure you that we will be able to add new major clients or to secure new
engagements with existing clients. In addition, some of our existing clients may
unilaterally reduce the scope of, or terminate, existing projects. We cannot
assure you that we will be able to maintain our business relationship with or
avoid a material reduction in the use of our services by any of our significant
existing clients.
WE ARE DEPENDENT ON OUR ABILITY TO RECRUIT, TRAIN AND RETAIN HIGHLY
QUALIFIED SYSTEMS INTEGRATION AND WEBSITE DEVELOPMENT PROFESSIONALS WHO ARE
IN SHORT SUPPLY
We believe continued hiring of new personnel will be required to support our
systems integration and website development businesses. These business
operations depend in large part on our ability to identify, hire, train and
retain highly qualified systems integration and website development
professionals who can provide the technical, strategic consulting, creative and
marketing skills required by clients. There is a shortage of these highly
qualified personnel and we compete with other companies for this limited pool of
persons. We cannot assure you that we will be able to attract, train or retain
qualified personnel. Failure to do so could have a material adverse effect on
our financial condition, operating results and business.
FLUCTUATIONS IN OUR FINANCIAL PERFORMANCE COULD ADVERSELY AFFECT THE TRADING
PRICE OF OUR COMMON STOCK
Our operating results may fluctuate as a result of a variety of factors
affecting our systems integration and website development business, many of
which are outside of our control, including:
- the number, size and scope of our client engagements
- reductions, cancellations or completions of major projects
- the loss of significant clients or a change of scope in a significant
client engagement
- our relative mix of business
- changes in pricing by us or our competitors
- the efficiency with which we utilize our billable professionals, plan and
manage our existing and new client engagements and manage our future
growth
- variability in market demand for Internet services
- our ability to retain and attract qualified professionals
- our ability to complete fixed-fee engagements within the assigned budget
- costs related to expansion of our systems integration and website
development businesses
- increased competition
As a result of these possible fluctuations, period-to-period comparisons of
our operating results may not be reliable indicators of future performance. A
high percentage of our expenses, including those related to employee
compensation and facilities, are fixed. If the number and size of our projects
decreases in any period, then our revenues and operating results may also
decrease. In some quarters, our operating results may fall below the
expectations of securities analysts and investors due to many factors, including
those described above. In such event, the trading price of our common stock
would likely decline and the decline could be significant.
6
<PAGE>
OUR FIXED PRICE CONTRACTS INVOLVE FINANCIAL RISK
Many of our systems integration and website development contracts are
currently on a fixed price basis, rather than a time and materials basis. We
assume greater financial risk on fixed price contracts than on time and
materials engagements because our source of revenue remains fixed while our
costs may be rising. We have only a limited history in estimating our costs for
our engagements, particularly for larger projects. We have had to commit
unanticipated resources to complete some of our projects, resulting in lower
gross margins on such contracts. We may experience similar situations in the
future. If we fail to estimate accurately the resources and time required for an
engagement, to manage client expectations effectively or to complete fixed price
engagements within our budget, on time and to our clients' satisfaction, we
would be exposed to cost overruns, potentially leading to losses on these
engagements.
OUR SYSTEMS INTEGRATION AND WEBSITE DEVELOPMENT REVENUES COULD BE NEGATIVELY
AFFECTED BY THE LOSS OF MAJOR CLIENTS
We derive a significant portion of our systems integration and website
development revenues from a limited number of clients. In 1999, we estimate that
our three largest clients accounted for approximately 21% of our systems
integration and website development revenues. The loss of major clients could
significantly reduce our revenues, which could have a material adverse effect on
our financial condition, operating results and business.
OUR SUCCESS DEPENDS UPON STRATEGIC RELATIONSHIPS
In connection with our systems integration and website development business,
we have established strategic relationships with Microsoft Corporation, Cisco
Systems, Inc. and Intershop which may be terminated at any time. The loss of any
of these or other strategic relationships would deprive us of the opportunity
to:
- gain early access to leading-edge technology
- cooperatively market products with these vendors
- cross-sell additional services
- gain early and enhanced access to vendor training and support
OUR WEBSITE DEVELOPMENT BUSINESS DEPENDS ON THE GROWING DEMAND FOR INTERNET
SOLUTIONS
If the usage and volume of commercial transactions on the Internet does not
continue to increase, demand for our services may decrease and our financial
condition, operating results and business could be materially and adversely
affected. Our future success depends on the continued expansion of, and reliance
of consumers and businesses on, the Internet and related technical solutions.
The Internet may not be able to support an increased number of users or an
increase in the volume of data transmitted over it. As a result, the performance
or reliability of the Internet may be adversely affected as use increases. The
improvement of the Internet in response to increased demands will require timely
improvement of the high speed modems and other communications equipment that
form the Internet infrastructure. The Internet has already experienced outages
and delays as a result of damage to portions of its infrastructure. The
effectiveness of the Internet may also decline due to delays in the development
or adoption of new technical standards and protocols designed to support
increased levels of activity. We cannot assure you that the infrastructure,
products or services necessary to maintain and expand the Internet will be
developed. Other factors that may adversely affect Internet usage or e-commerce
adoption include:
- actual or perceived lack of security of information
- congestion of Internet traffic or other usage delays
7
<PAGE>
- inconsistent quality of service
- increases in Internet access costs
- increases in government regulation of the Internet
- uncertainty regarding intellectual property ownership
- reluctance to adopt new business methods
- costs associated with the obsolescence of existing infrastructure
- economic viability of e-commerce models
OUR SYSTEMS INTEGRATION AND WEBSITE DEVELOPMENT BUSINESS OPERATIONS DEPEND
ON OUR ABILITY TO ADAPT TO TECHNOLOGICAL INNOVATIONS
Our systems integration and website development business operations depend,
in part, on our ability to keep pace with rapid technological change, new
products and services embodying new processes and technologies and industry
standards and practices. Failure to respond to these changes could render our
existing service practices and methodologies obsolete. We cannot assure you that
we will be able to respond quickly, cost-effectively or sufficiently to these
developments.
OTHER PARTIES MAY CLAIM THAT OUR SYSTEMS INTEGRATION AND WEBSITE DEVELOPMENT
PRODUCTS MAY HAVE INFRINGED UPON THEIR INTELLECTUAL PROPERTY RIGHTS,
RESULTING IN SUBSTANTIAL COSTS TO US AND A DIVERSION OF OUR RESOURCES
It is possible that third parties, including our clients, may claim our
systems integration and website development products may have infringed upon
their intellectual property rights. While we believe that currently there is no
basis for such a claim, we cannot assure you that an infringement claim will not
be brought against us in the future. The material and adverse consequences of a
successful infringement claim against us are as follows:
- liability for litigation costs and damages
- we may be enjoined from using specific intellectual property in the future
- we may incur costs for licensing specific intellectual property from
others
- we may incur significant costs associated with the development of
non-infringing alternatives
- we may have to indemnify clients with respect to losses as a result of our
infringement of the intellectual property
Even if we are successful in defending against an infringement claim, we may
incur substantial costs defending ourselves. Additionally, these claims could
divert needed resources, management's attention and could harm our reputation.
WE MAY BE SUBJECT TO LEGAL LIABILITY TO OUR SYSTEMS INTEGRATION AND WEBSITE
DEVELOPMENT CLIENTS
Many of our systems integration and website development engagements involve
the development and implementation of services that are important to our
clients' businesses. Our failure or inability to meet a client's expectations in
the performance of services could injure our business reputation or result in a
claim for substantial damages against us regardless of our responsibility for
such failure. In addition, the services we provide for our clients may include
confidential or proprietary client information. Although we have implemented
policies to prevent such client information from being disclosed to unauthorized
parties or used inappropriately, any such unauthorized disclosure or use could
result in a claim against us for
8
<PAGE>
substantial damages. Our contractual provisions attempting to limit such damages
may not be enforceable in all instances or may otherwise fail to protect us from
liability for damages.
OUR SYSTEMS INTEGRATION AND WEBSITE DEVELOPMENT BUSINESSES COULD BE
ADVERSELY AFFECTED BY YEAR 2000 ISSUES
Year 2000 risks exist because of the potential occurrence of computer system
or related processing failures caused by the inability of the computers to
recognize date-related data arising from the use of two digits rather than four
digits to define a particular year. Currently, our systems have functioned
properly with respect to dates starting in the Year 2000 and our clients have
not reported experiencing any Year 2000 problems. However, there may still be
Year 2000 problems that affect us or our clients, and any potential future Year
2000 problem may cause us to incur material financial losses, liability to our
clients or damage to our reputation.
GOVERNMENTAL REGULATION OF THE INTERNET COULD IMPACT OUR WEBSITE DEVELOPMENT
BUSINESS
Currently, our website development business is not subject to any direct
governmental regulation other than laws and regulations applicable to businesses
generally. Few laws or regulations are directly applicable to access to, or
commerce on, the Internet. Due to the increasing popularity and use of the
Internet, it is likely that a number of laws and regulations may be adopted at
the local, state, national or international levels with respect to the Internet,
including the possible levying of tax on e-commerce transactions. Any new
legislation could inhibit the growth in use of the Internet and decrease the
acceptance of the Internet as a communications and commercial medium, which
could in turn decrease the demand for our services or otherwise have a material
adverse effect on our future operating performance and business.
STAFFING BUSINESS RISK FACTORS
OUR STAFFING BUSINESS HAS SIGNIFICANT DEPENDENCE ON MAJOR CUSTOMERS AND WE
WOULD BE ADVERSELY EFFECTED IF WE LOST OUR MAJOR CUSTOMERS
Approximately 28% percent of our staffing revenues for 1999 came from, and a
significant portion of our staffing resources have been devoted to, our largest
three customers. The loss of one or more of these customers or a substantial
reduction in the hiring activities of these customers through us would have a
material adverse effect on our financial performance. In addition, the
termination of employees with whom we have a strong relationship by these
customers could also adversely affect our financial performance. Further, there
is no assurance that our staffing business will not continue to be dependent
upon a small number of major customers for a significant portion of our staffing
business revenues and earnings.
OUR STAFFING BUSINESS IS DEPENDENT ON RECRUITMENT OF TEMPORARY EMPLOYEES
Our staffing business, similar to other staffing businesses, requires that
we have at all times an active roster of qualified temporary employees to place
with our law firm clients. Competition in the New York City metropolitan area to
obtain and retain these persons is intense, particularly during periods of high
demand. Our ability to grow our staffing business will depend on our ability to
not only attract more law firm clients, which we may not be able to do, but also
to obtain and retain greater numbers of temporary personnel.
OUR STAFFING BUSINESS IS DEPENDENT ON RECRUITMENT AND PLACEMENT COUNSELORS
Our staffing business's revenues and future success also are very dependent
on the skills of our recruitment and placement counselors in attracting clients,
matching their needs to appropriate candidates in each recruiting opportunity
and in establishing successful long-term relationships with these clients. The
failure to attract and retain qualified recruitment and placement counselors, or
the failure of recruitment
9
<PAGE>
and placement counselors to effectively perform these tasks, may have a material
adverse effect on our staffing business's revenues, profitability and growth.
OUR STAFFING BUSINESS WOULD SUFFER IF LAW FIRM INDUSTRY CONDITIONS WERE TO
DETERIORATE
Our staffing business offers services primarily to the law firms. During
periods of poor performance by the economy or the capital markets, law firm
business decreases, and the law firms do not expand existing services and
operations and do not employ new personnel or require the services of temporary
employees. Accordingly, during these periods of poor performance, the demand for
our staffing business's services may decrease, which would adversely affect our
operations. Since we intend to continue our emphasis on the law firm industry,
we expect that our staffing business's results of operations for any given year
will depend on the performance of the law firm industry.
THE RESIDUAL VALUE INVESTMENTS IN OUR IT EQUIPMENT PORTFOLIO CREATES RISK OF
LOSSES
We have made significant residual value investments in the IT equipment in
our lease portfolio. Because this involves making a current cash investment in
leased IT equipment based upon our expectation of the value of such equipment at
a time in the future (typically upon lease expiration), if the value of the
equipment at such point proves to be less than our expectations, we would not be
able to recoup some or all of our residual value investment. If we were to be
unable to recoup our residual value investment with respect to a significant
portion of our lease portfolio, we would experience significant and adverse
consequences, including the requirement to write-down a substantial portion of
our assets and the incurrence of substantial losses.
WE FACE SIGNIFICANT COMPETITION IN ALL OF OUR LINES OF BUSINESS
SYSTEMS INTEGRATION COMPETITION
Competition in the systems integration business is intense. We directly
compete with local, regional and national systems integrators, value added
resellers and distributors, as well as with certain computer manufacturers that
market through direct sales forces. We also expect to face further competition
from new market entrants. In our systems integration business, we compete
primarily on the basis of quality and reliability of services, breadth of
product and service offerings and product and service pricing. In order to be
competitive, we also have to maintain systems integrators and other technically
trained consultants and personnel to compete for customers and to respond to the
demands of our customers. Most of our current and potential competitors in the
systems integration business have greater financial, technical, marketing and
other resources than we have. As a result, these competitors may be able to
better attract customers, respond more quickly to new or emerging technologies
and changes in customer requirements, to devote greater resources to the
development, promotion and sales of their services and products, and to attract
the required systems integrators and other technically trained personnel on
which our systems integration business depends. There can be no assurance that
we will be able to compete effectively against such competitors in the future.
WEBSITE DEVELOPMENT COMPETITION
The market for Internet services is relatively new, intensely competitive,
rapidly evolving and subject to rapid technology change. While relatively new,
this market is already highly competitive and characterized by an increasing
number of entrants who have introduced or developed products and services
similar to those offered by us. We expect competition not only to persist but to
increase. Increased competition may result in price reductions, reduced margins
and loss of customers.
Our competitors in website development include:
- Internet services providers
10
<PAGE>
- large systems integrators
- specialty systems integrators
- strategic consulting firms
- interactive marketing firms
Many of our current and potential competitors in website development have
longer operating histories, larger installed customer bases, greater name
recognition, longer relationships with clients and significantly greater
financial, technical, marketing and public relations resources than we do. We
expect to face additional competition from new market entrants in the future as
the barriers to entry into our business are also relatively low. Our current or
future competitors in web site development may also be better positioned to
address technological and market developments or may react more favorably to
technological changes. We compete on the basis of a number of factors, including
the attractiveness of the Internet services we offer, the breadth and quality of
these services, creative design and systems engineering expertise, pricing,
technological innovation and understanding clients' strategies and needs.
Existing or future competitors may develop or offer strategic Internet services
that provide significant technological, creative, performance, price or other
advantages over the services offered by us. There can be no assurance that we
will be able to compete effectively against such competitors in the future.
STAFFING BUSINESS COMPETITION
Competition in the temporary staffing business is intense. We are in
competition with numerous firms, many of which have far greater financial
resources and more extensive industry relationships than we have. In addition,
many of such organizations have longer operating histories in temporary staffing
than we have, which may afford these firms significant advantages in obtaining
future clients, arranging financing and attracting skilled personnel. We compete
on the basis of client service and responsiveness, and there can be no assurance
that this strategy can continue to be successfully implemented. The human
resource management industry is highly fragmented, with a very large number of
companies providing similar employment services. In addition, we may encounter
substantial competition from new market entrants. Some of our current and future
competitors may be significantly larger, have greater recognition and have
greater financial marketing and other resources than we have. There can be no
assurance that we will be able to compete effectively against such competitors
in the future.
WE ARE DEPENDENT ON OUR TWO EXECUTIVE OFFICERS AND WE WILL NEED MORE PARENT
COMPANY OFFICERS IN THE FUTURE
Our success is dependent upon the continued active participation of
Messrs. Glenn Nortman and Jeffrey Nortman, our Chief Executive Officer and Chief
Operating Officer, respectively. In the event the services of either of these
two individuals is lost for any reason whatsoever, our business, financial
condition and results of operation would be materially adversely effected. We
will also require additional executive-level personnel if we are successful in
growing our businesses. Competition for qualified individuals to fill
executive-level positions, particularly with experience in systems integration,
website development and financial management, can be significant, and we will be
adversely impacted if we cannot add executive-level personnel when our business
requires their services.
OUR STOCK PRICE HAS GONE UP GREATLY RECENTLY AND THERE MAY BE SIGNIFICANT
VOLATILITY IN OUR STOCK PRICE
During 2000 the market price of our common stock has ranged from $1.43 to
$18.875, and may continue to experience significant fluctuations. The stock
market in general, and the market for technology companies in particular, has
experienced significant volume and price fluctuations. The trading price of our
common stock has reached historical highs during 2000 and has reflected relative
valuations substantially above historical levels. You may not be able to resell
your shares following periods of volatility
11
<PAGE>
because of the market's adverse reaction to that volatility. We cannot assure
that our stock will continue to trade at the same levels as it has during 2000.
OUR PRINCIPAL STOCKHOLDERS CONTROL A SIGNIFICANT AMOUNT OF OUR VOTING STOCK AND
OUR CERTIFICATE OF INCORPORATION CONTAINS PROVISIONS WHICH COULD LIMIT A CHANGE
IN CONTROL OF 5B TECHNOLOGIES
Our principal stockholders, Glenn Nortman and Jeffrey Nortman, control
approximately 35% of our outstanding common stock. Accordingly, Messrs. Nortman
have a substantial influence on the election all of our directors, and therefore
substantial control of the direction of the affairs of 5B Technologies. In
addition, our stockholders do not have the right to cumulative voting in the
election of directors, which has the effect of making it unlikely that our
public stockholders will be able to cause any director (other than those
nominated by our principal stockholders) to be elected to our Board of
Directors. Our Board of Directors has the authority, without further approval of
our stockholders, to issue shares of our preferred stock, having such rights,
preferences and privileges as our Board of Directors may determine. Any such
issuance of additional shares of preferred stock could, under certain
circumstances, have the effect of delaying or preventing a change in control of
5B Technologies and may adversely affect the rights of our stockholders. In
addition, we are subject to a Delaware statute regulating business combinations
which may also hinder or delay a change in control of the Company.
THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE OF OPTIONS AND WARRANTS
WILL CAUSE DILUTION TO OUR CURRENT STOCKHOLDERS
We are authorized to issue 17,500,000 shares of common stock, of which
2,135,500 shares are outstanding. In addition:
- 512,500 shares are issuable upon the exercise of options under our stock
option plans, and we intend to register the sale of these shares on a
registration statement on Form S-8
- 747,500 shares are issuable upon the exercise of our outstanding publicly
traded class A warrants
- 750,000 shares are issuable upon exercise of other outstanding warrants
If and when we issue these shares, the percentage of common stock owned by
each holder of common stock would be diluted. Moreover, the prevailing market
price for the common stock may be materially and adversely affected by the
addition of a substantial number of shares, including the shares offered by this
prospectus, into the market.
WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR STOCK
We have not paid any cash or other dividends on our common stock and do not
expect to declare or pay any cash dividends in the foreseeable future. In
addition, our current credit agreement with our bank restricts the payment of
any dividends without the bank's prior consent.
USE OF PROCEEDS
We will not realize any proceeds from the sale of the shares pursuant to
this prospectus, but will derive proceeds of $806,000 if certain promissory
notes relating to some of the shares being offered by this prospectus are paid
in full and $178,400 if all of the warrants under which the remainder of the
shares being offered by this prospectus may be purchased are exercised. Such
proceeds will be available to us for working capital and general corporate
purposes.
SELLING STOCKHOLDERS
The following table sets forth:
(1) the name of each selling stockholder,
12
<PAGE>
(2) the nature of any position, office or other material relationship which
each such selling stockholder has had with us or any of our affiliates
within the last three years,
(3) the number of shares of common stock owned by each such selling
stockholder prior to the offering,
(4) the number of shares of common stock offered for each such selling
stockholder's account, and
(5) the number of shares of common stock and the percentage owned by each
such selling stockholder after completion of the offering.
<TABLE>
<CAPTION>
NUMBER
NUMBER OF NUMBER OF SHARES
SHARES OF OWNED PERCENTAGE
RELATIONSHIP TO OWNED PRIOR TO SHARES AFTER OWNED AFTER
SELLING STOCKHOLDER COMPANY OFFERING TO BE SOLD OFFERING OFFERING
- ------------------- ----------------------- -------------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
Robert Klein........... Executive Officer of 162,500 162,500 0 --
Deltaforce Personnel
Services, Inc./sold
business to 5B
Technologies
Harold D. McCormick.... Sold business to 5B 10,000 10,000 0 --
Technologies
M.H. Meyerson & Co..... Provided financial 33,333 33,333 0 --
consulting services
Capital Provides financial 100,000 100,000(1) 0 --
Communications....... consulting services
</TABLE>
- ------------------------
(1) Capital Communications has agreed with us that the maximum number of shares
they will sell in this offering during any quarter is 25,000 shares.
PLAN OF DISTRIBUTION
We will receive no part of the proceeds of any sales made hereunder. We will
pay all expenses of registration incurred in connection with this offering and
in connection with the offering and sale of the shares, other than commissions,
discounts and fees of underwriters, dealers or agents. All selling and other
expenses incurred by the selling stockholders will be borne by the selling
stockholders.
The selling stockholders and any broker-dealers participating in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, and any commissions or discounts given to any
such broker-dealer may be regarded as underwriting commissions or discounts
under that Act.
The selling stockholders may from time to time sell all or a portion of the
shares on the Nasdaq SmallCap Market or on any national securities exchange on
which our common stock may be listed or traded, in negotiated transactions or
otherwise, at prices then prevailing or related to the then current market price
or at negotiated prices. The shares will not be sold in an underwritten public
offering. The shares may be sold directly or through brokers or dealers. The
methods by which the shares may be sold include:
(1) a block trade (which may involve crosses) in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(2) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
13
<PAGE>
(3) ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
(4) privately negotiated transactions.
In effecting sales, brokers and dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the selling stockholders (or, if any such
broker-dealer acts as agent for the purchaser of such shares, from such
purchaser) in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
the selling stockholders to sell a specified number of such shares at a
stipulated price per share, and, to the extent such broker-dealer is unable to
do so acting as agent for a selling stockholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
such selling stockholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may receive from
the purchasers of such shares commissions as described above.
In connection with the distribution of the shares, the selling stockholders
may enter into hedging transactions with broker-dealers. In connection with such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholders. The
selling stockholders may also sell the shares short and redeliver the shares to
close out the short positions. The selling stockholders may also enter into
option or other transactions with broker-dealers, which require the delivery to
the broker-dealer of the shares. The selling stockholders may also loan or
pledge the shares to a broker-dealer and the broker-dealer may sell the shares
so loaned or upon a default the broker-dealer may effect sales of the pledged
shares. In addition to the foregoing, the selling stockholders may enter into,
from time to time, other types of hedging transactions.
The selling stockholders and any broker-dealers participating in the
distributions of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933 and any profit on the
sale of shares by the selling stockholders and any commissions or discounts
given to any such broker-dealer may be deemed to be underwriting commissions or
discounts under that Act.
The shares may also be sold pursuant to Rule 144 under the Securities Act of
1933 beginning one year after the shares were issued, provided such date is at
least 90 days after the date of this prospectus.
LEGAL MATTERS
Our counsel, Piper Marbury Rudnick & Wolfe LLP, New York, New York, will
issue an opinion to us on certain legal matters relating to the shares of common
stock.
EXPERTS
Our consolidated financial statements for the year ended December 31, 1999,
incorporated by reference in this prospectus, have been audited by BDO Seidman,
LLP, independent certified public accountants, to the extent and for the period
set forth in their report incorporated herein by reference, and is incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in accounting and auditing.
Our consolidated financial statements for the years ended December 31, 1998
and 1997, incorporated by reference in this prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and have been incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
and giving said report.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth our estimates (other than the Securities and
Exchange Commission registration fee and the Nasdaq SmallCap Market additional
shares listing fee) of the expenses to be incurred in connection with the
issuance and distribution of the shares of Common Stock being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 604.80
Printing and engraving expenses............................. 2,000.00*
Legal fees and expenses..................................... 15,000.00*
Accounting fees and expenses................................ 5,000.00*
Transfer agent and registrar fees........................... 2,000.00*
Miscellaneous expenses...................................... 2,895.20*
----------
Total................................................... $27,500.00*
==========
</TABLE>
- ------------------------
* estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation includes a provision that eliminates the
personal liability of its directors to us or our stockholders for monetary
damages for breach of fiduciary duty as a director to the maximum extent
permitted by the Delaware General Corporation Law ("DGCL"). The DGCL does not
permit liability to be eliminated (i) for any breach of one of our director's
duty of loyalty to 5B Technologies or our stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174 of the DGCL, or (iv) for
any transaction for which one of our directors derived an improper personal
benefit. Our Certificate of Incorporation also provides that 5B Technologies
shall indemnify our directors and executive officers to the fullest extent
permitted by the DGCL, including those circumstances in which indemnification
would otherwise be discretionary, subject to certain exceptions. Our Certificate
of Incorporation also provides that 5B Technologies will advance expenses to
directors and executive officers incurred in connection with an action or
proceeding as to which they may be entitled to indemnification, subject to
certain exceptions.
Section 145 of the DGCL 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 or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of 5B Technologies or is or was serving at
our request in such capacity in another corporation or business association,
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 he
reasonably believed to be in or not opposed to the best interests of 5B
Technologies, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
We have entered into indemnification agreements with certain of our
directors and executive officers that provide the maximum indemnity allowed to
directors and executive officers by the DGCL and our Certificate of
Incorporation, subject to certain exceptions, as well as certain additional
procedural protections. In addition, the indemnification agreements provide
generally that we will advance expenses incurred by directors and executives
officers in any action or proceeding as to which they may be entitled to
indemnification, subject to certain exceptions.
15
<PAGE>
The indemnification provisions in our Certificate of Incorporation and the
indemnity agreements entered into between us and certain of our directors and
executive officers may permit indemnification for liabilities arising under the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officer and
controlling persons of 5B Technologies pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------
<C> <S>
****2.1 --Agreement and Plan of Merger, dated as of February 11,
2000, by and among Paramount Financial Corporation, 5B
Technologies Corporation and Paramount Merger Corporation
*****3.1 --Certificate of Incorporation of the Registrant
*****3.2 --By-laws of the Registrant
*4.1 --Specimen Common Stock Certificate
*4.2 --Form of Underwriter's Unit Purchase Option, as amended
*4.3 -- Form of Class A and Class B Warrant Agreement, as amended
*4.4 --Specimen Class A Warrant Certificate
*4.5 --Specimen Class B Warrant Certificate
+5.1 --Opinion of Piper Marbury Rudnick & Wolfe LLP
*10.1 --Employment Agreement between Registrant and Jeffrey
Nortman dated as of January 22, 1996
*10.2 --Employment Agreement between Registrant and Glenn Nortman
dated as of January 22, 1996
10.3 --Intentionally Omitted
*10.4 --Form of Master Lease Agreement relating to Computer
Equipment Leases
*10.5 --1995 Stock Option Plan
**10.6 --Stock Purchase Agreement dated January 6, 1998 by and
among Paramount Financial Corporation and Lawrence P.
Kagan and Steven Lippel relating to Deltaforce Personnel
Services, Inc.
*10.7 --Form of Indemnification Agreement
*10.8 --Sublease Agreement, dated September 15, 1995, between the
Company and Lehman Brothers Inc.
*10.9 --Consent to Sublease, dated September 15, 1995, among
Chasco Company, Lehman Brothers Inc. and the Company
*10.10 --1995 Director Option Plan
***10.11 --Stock Purchase Agreement dated October 23, 1998 between
the Registrant and Abbey, Garrett & Seth, Ltd. relating to
Comptech Resources, Inc.
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------
<C> <S>
***10.12 --Asset Purchase Agreement dated July 28, 1998 between the
Registrant and RBW Staffing Services, Inc. relating to
WordSmiths
*****21 --List of Subsidiaries
+23.1 --Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1)
+23.2 --Consent of BDO Seidman, LLP
+23.3 --Consent of Arthur Andersen LLP
+24 --Power of attorney (included on the signature page to this
registration statement).
</TABLE>
- ------------------------
<TABLE>
<CAPTION>
+ Filed herewith.
<S> <C>
* Incorporated by Reference from the Registrant's Registration
Statement on Form S-1, Registration No. 33-96382.
** Incorporated by reference from the Registrant's Form 10-K
for the year ended December 31, 1997.
*** Incorporated by reference from the Registrant's Form 10-K
for the year ended December 31, 1998.
**** Incorporated by reference from the Registrant's Form 8-K
filed on February 15, 2000.
***** Incorporated by reference from the Registrant's Form 10-K
for the year ended December 31, 1999.
</TABLE>
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 the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the 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 with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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
17
<PAGE>
offered 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 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 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.
(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 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.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Jericho, State of New York, on this 27th day of
March, 2000.
<TABLE>
<S> <C> <C>
5B TECHOLOGIES CORPORATION
By: /s/ GLENN NORTMAN
-----------------------------------------
Glenn Nortman
CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Glenn
Nortman and Jeffrey Nortman, or either of them, each with the power of
substitution and re-substitution, his or her attorney-in-fact, to sign any
amendments (including post-effective amendments) to this registration statement
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his or her substitute, may
do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ GLENN NORTMAN Chief Executive Officer and
------------------------------------------- Director (Principal March 27, 2000
Glenn Nortman Executive Officer)
/s/ JEFFREY NORTMAN
------------------------------------------- Chief Operating Officer and March 27, 2000
Jeffrey Nortman Director
Director of Finance (Principal
/s/ ANTHONY FERNANDEZ Financial Officer and
------------------------------------------- Principal Accounting March 27, 2000
Anthony Fernandez Officer)
/s/ WILLIAM H. KELLY
------------------------------------------- Director March 27, 2000
William H. Kelly
/s/ LARRY AUSTIN
------------------------------------------- Director March 27, 2000
Larry Austin
</TABLE>
19
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- --------
<C> <S> <C>
****2.1 --Agreement and Plan of Merger, dated as of February 11,
2000, by and among Paramount Financial Corporation, 5B
Technologies Corporation and Paramount Merger Corporation
*****3.1 --Certificate of Incorporation of the Registrant
*****3.2 --By-laws of the Registrant
*4.1 --Specimen Common Stock Certificate
*4.2 --Form of Underwriter's Unit Purchase Option, as amended
*4.3 -- Form of Class A and Class B Warrant Agreement, as amended
*4.4 --Specimen Class A Warrant Certificate
*4.5 --Specimen Class B Warrant Certificate
+5.1 --Opinion of Piper Marbury Rudnick & Wolfe LLP
*10.1 --Employment Agreement between Registrant and Jeffrey
Nortman dated as of January 22, 1996
*10.2 --Employment Agreement between Registrant and Glenn Nortman
dated as of January 22, 1996
10.3 --Intentionally Omitted
*10.4 --Form of Master Lease Agreement relating to Computer
Equipment Leases
*10.5 --1995 Stock Option Plan
**10.6 --Stock Purchase Agreement dated January 6, 1998 by and
among Paramount Financial Corporation and Lawrence P.
Kagan and Steven Lippel relating to Deltaforce Personnel
Services, Inc.
*10.7 --Form of Indemnification Agreement
*10.8 --Sublease Agreement, dated September 15, 1995, between the
Company and Lehman Brothers Inc.
*10.9 --Consent to Sublease, dated September 15, 1995, among
Chasco Company, Lehman Brothers Inc. and the Company
*10.10 --1995 Director Option Plan
***10.11 --Stock Purchase Agreement dated October 23, 1998 between
the Registrant and Abbey, Garrett & Seth, Ltd. relating to
Comptech Resources, Inc.
***10.12 --Asset Purchase Agreement dated July 28, 1998 between the
Registrant and RBW Staffing Services, Inc. relating to
WordSmiths
*****21 --List of Subsidiaries
+23.1 --Consent of Piper Marbury Rudnick & Wolfe LLP (included in
Exhibit 5.1)
+23.2 --Consent of BDO Seidman, LLP
+23.3 --Consent of Arthur Andersen LLP
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- --------
<C> <S> <C>
+24 --Power of attorney (included on the signature page to this
registration statement).
</TABLE>
- ------------------------
<TABLE>
<CAPTION>
+ Filed herewith.
<S> <C>
* Incorporated by Reference from the Registrant's Registration
Statement on Form S-1, Registration No. 33-96382.
** Incorporated by reference from the Registrant's Form 10-K
for the year ended December 31, 1997.
*** Incorporated by reference from the Registrant's Form 10-K
for the year ended December 31, 1998.
**** Incorporated by reference from the Registrant's Form 8-K
filed on February 15, 2000.
***** Incorporated by reference from the Registrant's Form 10-K
for the year ended December 31, 1999.
</TABLE>
<PAGE>
EXHIBIT 5.1
PIPER MARBURY RUDNICK & WOLFE LLP
1251 Avenue of the Americas
New York, New York 10020-1104
www.piperrudnick.com
PHONE (212) 835-6000
FAX (212) 835-6001
March 27, 2000
5B Technologies Corporation
One Jericho Plaza
Jericho, New York 11753
Re: 5B Technologies Corporation Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to 5B Technologies Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 of the Company (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") on March , 2000, pursuant to the Securities Act of 1933, as
amended. The Registration Statement relates to the sale of an aggregate of
305,833 shares of the Company's Common Stock, $0.04 par value (the "Common
Stock"), consisting of 143,333 shares of Common Stock issuable upon exercise of
certain warrants (the "Warrant Shares") and 162,500 shares of Common Stock (the
"Outstanding Shares") which have been issued pursuant to certain promissory
notes (the "Notes").
In connection therewith we have examined the Registration Statement, the
Certificate of Incorporation, and Bylaws of the Company, the records of
corporate proceedings of the Company and such other statutes, certificates,
instruments and documents relating to the Company and matters of law as we have
deemed necessary to the issuance of this opinion. In such examination, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and all public records reviewed
are accurate and complete. As to factual matters, we have relied upon statements
or representations of officers and other representatives of the Company, public
officials or others and have not independently verified the matters stated
therein.
Based upon the foregoing, we are of the opinion (a) that the Outstanding
Shares are duly authorized, validly issued and, that upon payment of the Notes
in compliance with the terms thereof, will be fully paid and non-assessable
shares of Common Stock, and (b) that the Warrant Shares are duly authorized, and
that upon the issuance of and the payment for the Warrant Shares as provided for
in the warrant agreements, the Warrant Shares will be validly issued, fully paid
and non-assessable.
We call your attention to the fact that the members of this firm who worked
on the transactions contemplated herein are not licensed to practice law in any
jurisdiction other than the State of New York. To the extent the laws of
Delaware are or may be applicable in rendering the foregoing opinion, our
opinion is based solely upon a review of the General Corporation Law of the
State of Delaware. Accordingly, except as provided in the preceding sentence, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States typically applicable
to transactions of the type contemplated by the Registration Statement. Without
limiting the generality of the foregoing, we also express no opinion concerning
compliance with the laws or regulations of any other jurisdiction or
jurisdictions. We assume no obligation to supplement this opinion if any
applicable laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.
<PAGE>
The opinion expressed in this letter is solely for the use of the Company in
connection with the Registration Statement. This opinion may not be relied on by
any other person or in any other connection without our prior written approval.
The opinion expressed in this letter is limited to the matters set forth herein,
and no other opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Registration Statement. In giving the foregoing consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
5B Technologies Corporation
One Jericho Plaza
Jericho, New York 11753
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of 5B Technologies
Corporation (the "Company") on Form S-3 of our report dated March 6, 2000,
relating to the consolidated financial statements of the Company appearing in
the Company's Annual Report on Form 10-K as of and for the year ended
December 31, 1999.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO SEIDMAN, LLP
Melville, New York
March 24, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
5B Technologies Corporation
One Jericho Plaza
Jericho, New York 11753
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 12, 1999
included in 5B Technologies Corporation's (formerly Paramount Financial
Corporation) Form 10-K for the year ended December 31, 1998, and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
March 20, 2000
