As filed with the Securities and Exchange Commission on September 6, 1996
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
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
---------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3855697
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1050 Rancho Conejo Boulevard
Thousand Oaks, California 91320-1717
(805) 498-9611
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Dennis D. Doolittle
Vice Chairman
Autologic Information International, Inc.
1050 Rancho Conejo Blvd.
Thousand Oaks, CA 91320-1717
(805) 498-9611
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
Richard A. Rubin, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6130
---------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
(facing page continued on next page)
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
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 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
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SECURITY(2) PRICE(2) FEE
- --------------------------------------------------------------------------------
Common Stock 658,276 shares $7.625 $5,019,355 $1,730.82
$.01 par value
per share
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(b), there is also covered hereby all additional
securities resulting from anti-dilution adjustments prior to the
completion of the distribution of the registered securities.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of, pursuant to Rule 457(c), the average of the high and
low selling prices per share of the Registrant's Common Stock, As
Quoted On The Nasdaq Stock Market's National Market System on
September 4, 1996.
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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.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
658,276 SHARES
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 658,276 shares (the
"Shares") of Common Stock, $.01 par value per share ("Common Stock"), of
Autologic Information International, Inc. (the "Company") which may be offered
and sold from time to time by the Selling Stockholders named herein. See
"Selling Stockholders". The Shares were acquired by the Selling Stockholders as
a result of the merger of Information International, Inc. ("Triple-I") into the
Company on January 29, 1996. The Selling Stockholders were, prior to such
merger, the beneficial owners of 658,276 shares of Triple I.
The Shares may be offered for sale by the Selling Stockholders from
time to time in the over-the-counter market, in privately negotiated
transactions or otherwise at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Shares may be sold directly by the Selling Stockholders or through underwriters,
brokers or dealers. In connection with any such sales, the Selling Stockholders
and brokers or dealers participating in such sales may be deemed "underwriters"
within the meaning of the Securities Act of 1933, as amended ("Securities Act"),
and any discounts, commissions, concessions and any profits realized by them on
the sale of the Shares may be deemed to be underwriting compensation under the
Securities Act. The Shares may be sold under Rule 145 promulgated under the
Securities Act ("Rule 145") instead of under this Prospectus, subject to
compliance with volume limitations and all other requirements of Rule 145 until
January 29, 1998 and, until January 29, 1999, subject to Rule 145's requirement
that the Company is, at the time of sale, current in its periodic reporting
requirements under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). See "Plan of Distribution".
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. The Company will bear all expenses in
connection with the filing of the Registration Statement of which this
Prospectus forms a part, except that the Selling Stockholders will pay all
discounts and commissions payable to underwriters, broker or dealers.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
The Common Stock is traded on The Nasdaq Stock Market's National
Market System ("Nasdaq/NMS") under the symbol "AIII". On September 4, 1996, the
closing price per share of the Common Stock on Nasdaq/NMS was $7.25.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
The date of this Prospectus is September , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and, in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located
at 7 World Trade Center, 13th Floor, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains a Web site (http://www.sec.gov)
that contains reports, proxy and information statements and other information
electronically filed through the Commission's Electronic Data Gathering,
Analysis and Retrieval system ("EDGAR"). The Common Stock is currently quoted on
The Nasdaq Stock Market and such reports and other information can also be
inspected at the offices of Nasdaq Operations, 1735 K Street, N.W., Washington,
D.C. 20006.
The Company has filed with the Commission, Washington, D.C. 20549, a
Registration Statement (No. 333- ) under the Securities Act with respect to
the Shares (the "Registration Statement"). As permitted by the rules of the
Commission, this Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits thereto. For further information
with respect to the Company and the Shares offered hereby, reference is made to
the Registration Statement and the exhibits filed therewith. Statements
contained in this Prospectus, and in any document incorporated herein by
reference, as to the contents of any contract or any other document referred to
are not necessarily complete and, in each instance, reference is made to the
copy of such contract or other document filed as an exhibit to the Registration
Statement or such document, each such statement being qualified in all respects
by such reference. A copy of the Registration Statement may be inspected without
charge at the Commission's principal office, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part of the
Registration Statement may be obtained from such office upon the payment of the
fees prescribed by the Commission. The Registration Statement has been filed
through EDGAR and is also publicly available through the Commission's Web site
(http://www.sec.gov).
INFORMATION INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference: (1) the Company's Registration
Statement under the Securities Act on Form S-4 which became effective on January
22, 1996; (2) the Company's Quarterly Reports on Form 10-Q under the Exchange
Act for the quarters ended February 2, 1996 and May 3, 1996; (3) the Company's
Current Reports on Form 8-K dated January 29, 1996 and September 6, 1996; and
(4) the description of the Company's Common Stock contained in the Company's
Current Report on Form 8-K dated September 6, 1996, and any amendment or report
filed by the Company for the purpose of updating such description. Each document
filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act by the
Company subsequent to the date of this Prospectus but prior to the termination
of this offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY DOCUMENT INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (OTHER THAN EXHIBITS UNLESS SUCH EXHIBITS ARE
EXPRESSLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). REQUESTS SHOULD BE
DIRECTED TO AUTOLOGIC INFORMATION INTERNATIONAL, INC., 1050 RANCHO CONEJO BLVD.,
THOUSAND OAKS, CA 91320-1717 ATTENTION:
JOHN GRIFFIN, CONTROLLER.
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<PAGE>
THE COMPANY
The Company and its subsidiaries design, develop, manufacture,
assemble, integrate, market, sell and service computerized image setting and
publication systems equipment and software that automate the various prepress
production steps in the publishing process. The Company's products are primarily
marketed and sold to the newspaper, publishing and commercial printing
industries and to companies and other organizations having internal publishing
facilities.
The Company was incorporated under the laws of the State of Delaware
on September 15, 1995 as Autologic, Incorporated and changed its name to
Autologic Information International Inc. on November 8, 1995. The Company was a
wholly-owned subsidiary of Volt Information Sciences, Inc. (together with its
wholly-owned subsidiary, Nuco I, Ltd., which owns of record the shares of the
Company referred to herein as owned by Volt, are collectively referred to herein
as "Volt") until January 29, 1996 when, pursuant to the terms of an Agreement
and Plan of Merger dated October 5, 1995 (as subsequently amended, the "Merger
Agreement") among Volt, the Company and Triple-I, Volt caused its wholly-owned
California subsidiary, Autologic, Incorporated ("Autologic"), to be merged with
and into the Company and contemporaneously caused all of the capital stock of
certain foreign subsidiaries of Volt (the "Volt Subsidiaries"), which
constituted part of its Autologic operations, to be transferred to the Company
(unless the context otherwise requires, Autologic, Incorporated and the Volt
Subsidiaries are collectively referred to herein as "Autologic"), while Triple-I
was, pursuant to a vote of its stockholders, also merged with and into the
Company (such transactions being collectively referred to herein as the
"Merger"). In consideration for the merger of Triple-I into the Company,
Triple-I stockholders received 2,429,870 shares of Common Stock (including
58,500 shares issued to Volt in exchange for Triple-I common stock owned by Volt
prior to the Merger). In consideration of the merger of Autologic into the
Company and the transfer of the capital stock of the Volt Subsidiaries to the
Company, Volt received 3,333,000 shares of the Common Stock. As part of the
Merger Agreement, the Company assumed all options to purchase Triple-I common
stock held on June 25, 1995 by those who were officers, directors and employees
of Triple-I ("Triple-I Options"), and agreed to a formula to limit the dilution
of Volt's percentage ownership of the Company as a result of the exercise of
Triple-I Options through the issuance to Volt of 100 shares of Common Stock for
every 590 shares of Common Stock issued with respect to Triple-I Options
exercised. After giving effect to Triple-I Options exercised through August 31,
1996, at that date Volt owned 3,400,186 shares (inclusive of the 58,500 shares
it received in exchange for the Triple-I common stock owned by it and 8,686
shares issued or issuable to it as a result of the exercise of Triple-I
Options), or approximately 59% of the Company's outstanding and issuable Common
Stock, while the former Triple-I stockholders (other than Volt) and those who
have exercised Triple-I Options (and transferees of former Triple-I stockholders
and such optionholders) owned 2,391,370 shares, or approximately 41% of the
Company's outstanding and issuable Common Stock. If all remaining Triple-I
Options (to purchase 450,000 shares of Common Stock) were exercised, Volt would
receive an additional 76,271 shares of Common Stock and, assuming no additional
shares were issued by the Company or disposed of by Volt prior thereto, Volt
would own approximately 55% and the former Triple-I stockholders (other than
Volt) and holders of Triple-I Options (and their respective transferees) would
own approximately 45% of the then outstanding Common Stock.
The Company's principal executive offices are located at 1050 Rancho
Conejo Boulevard, Thousand Oaks, California 91360-1717 and its telephone number
is (805) 498-9611.
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RISK FACTORS
In evaluating an investment in the Company, prospective investors
should carefully consider the following risk factors in addition to the other
information included herein and in the information incorporated herein by
reference (see "Information Incorporated By Reference", above). Certain
statements included in this Prospectus (and the information incorporated herein
by reference) concerning the Company's future results, future performance,
intentions, objectives, plans and expectations are forward-looking statements.
Those statements are subject to a number of known and unknown risks and
uncertainties that, in addition to general economic and business conditions
(both in the United States and in the overseas markets where the Company
distributes products), could cause actual results, performance and achievements
to differ materially from those described or implied in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below.
NO ASSURANCE THAT THE COMPANY WILL REALIZE ANTICIPATED BENEFITS FROM THE MERGER
Both Autologic and Triple-I reported losses during the past few
years. While the Board of Directors of the Company believes that the Merger has
produced certain synergies and cost savings, and should continue to provide an
opportunity for additional synergies and cost savings, in addition to the other
risk factors described below, a number of factors, including, but not limited
to, the following, could affect the Company's ability to fully implement the
anticipated synergies and cost savings and could adversely affect the Company's
profitability even if such synergies and cost savings were fully implemented:
(i) the Company's ability to successfully integrate the managements and employee
bases of Autologic and Triple-I that previously operated independently as
competitors; (ii) the Company's ability to successfully combine the facilities
and other aspects of the businesses of Autologic and Triple-I; (iii) the
Company's ability to implement a sufficient number of the intended cost savings
techniques to realize anticipated savings and maximize the anticipated synergies
resulting from the Merger; (iv) the time it will take and costs that will
actually be incurred in combining, and eliminating duplicate, staffs and
facilities of Autologic and Triple-I; (v) the effect which work force reductions
that are being implemented may have on remaining employees, (vi) the reaction of
competitors to the Merger and the plans and programs implemented by competitors
in response to the Merger; and (vii) whether the Company's increased size (over
that of Autologic and Triple-I individually) will actually enable it to increase
its purchasing power. Accordingly, there can be no assurances that the Company
will realize the anticipated synergies or long-term cost savings, that the
Company will ultimately realize the anticipated benefits of the Merger nor that
the Company will be profitable.
INCONSISTENT HISTORICAL RESULTS OF OPERATIONS
Both Autologic and Triple-I have historically experienced wide
variations in their quarterly and annual results of operations. There can be no
assurance that such variations will not continue in the future or that the
Company will be profitable on an overall basis.
During the first full quarter (ended May 3, 1996) of combined
operations of Triple-I and Autologic, the Company reported net income of
$840,000, or $.15 per share based on a weighted average of 5,775,000 shares
outstanding, on revenues of $25.9 million. For the quarter ended August 2, 1996,
the second full fiscal quarter of combined operations, the Company reported a
net loss of $678,000, or $.12 per share based on a weighted average of 5,788,000
shares outstanding, on revenues of $21.6 million. The loss resulted from slow
domestic sales, primarily due to intense competition. European and Asia/Pacific
sales remained strong with continued profitability.
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<PAGE>
For the nine months ended August 2, 1996 the Company reported a net
loss of $3.6 million, or $.71 per shares based on a weighted average of
5,032,000 shares outstanding, on revenues of $64.1 million. For the nine months
ended July 28, 1995, the Company reported a loss of $4.0 million, or $1.19 per
share based on a weighted average of 3,337,000 shares outstanding, on revenues
of $49.4 million.
Since the mergers of Autologic and Triple-I occurred on January 29,
1996 to form the Company's operations, results for the fiscal 1996 nine month
period reflect only six months of combined operations and results for the three
month and nine month periods of fiscal 1996 are not comparable to results for
the corresponding fiscal 1995 periods which reflect only the results of
operations of Autologic.
PRESSURES ON MARGINS
As a result of increasing competition, direct distribution of
equipment and software by certain dealers who typically discount equipment sales
prices in order to foster their future sale of ancillary products, as well as
changing patterns of customer purchasing which have produced an industry-wide
trend toward the purchase of "open systems" in which customers are able to
assemble component products themselves from several different sources, the
industry, including the Company, has experienced downward pressure on profit
margins on sales of equipment and software (see " -- Competition", below). In
addition, the Company's base models of 3850 imagers, introduced by Triple-I
approximately four years ago, is subject to intense competition from products
developed by competitors, resulting in downward pressures on profit margins. The
Company has begun introducing improved versions of its 3850 imagers and is
otherwise seeking to reduce costs to improve profit margins. However, it is
likely that such competition will continue to increase and that the downward
pressures on gross profit margins on the Company's sales of systems and
equipment will continue. Gross profit margins on customer services for each of
Autologic and Triple-I have likewise been under considerable pressure in recent
years, although steps taken since the Merger have resulted in improved customer
service gross profit margins for the Company. The pressure on customer service
gross profit margins is also attributable to the industry trend towards using
open systems which enable the user to service some equipment in-house and/or,
because such products are more software oriented, obtain some service from the
Company through remote data transfer, rather than on-site.
CONTROL OF THE COMPANY BY VOLT
Volt presently owns 3,395,500 and is entitled to receive an
additional 4,686 (or approximately 59% of the outstanding) shares of Common
Stock. Charles Ying, Leroy Bell, John Kountz and Ralph Roth, former stockholders
of Triple-I and present stockholders of the Company, entered into a
Shareholders' Stock Voting Agreement with Volt (the "Voting Agreement") as a
condition to completion of the Merger, which provides that, until January 28,
1998, Volt and the other parties to the Voting Agreement will vote their shares
of Common Stock to elect Messrs. Ying, Kountz, Roth and Alden Edwards, former
directors of Triple-I (or, if any ceases to be a director, a replacement
selected by Mr. Ying or his successor under the Voting Agreement) and another
director who will be selected by Volt after consultation with (but not subject
to the approval of) Mr. Ying, as well as four nominees of Volt, as the Company's
nine member Board of Directors. Mr. Ying has since resigned as a director and
been replaced by Mr. Leroy Bell pursuant to the Voting Agreement. After January
28, 1998, by virtue of its position as a majority stockholder of the Company,
Volt will be able to elect all of the directors of the Company and direct all
fundamental corporate policy and transactions. Volt's control position will make
third-party attempts to seek mergers, tender offers, proxy contests and/or
changes of management impossible without negotiation with and the approval of
Volt, even if other stockholders consider such a transaction in their best
interest. Accordingly, minority stockholders may be deprived of an opportunity
to sell their shares at a substantial premium over the market price of the
Company Common Stock.
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<PAGE>
CONFLICTS OF INTEREST
Messrs. William Shaw, Jerome Shaw and James J. Groberg, directors of
the Company, are also directors and officers of Volt. Accordingly, conflicts of
interest could arise for such persons in connection with relationships which are
expected to arise between Volt and the Company. As part of the Merger, on
January 29, 1996, the Company entered into a three-year lease for approximately
134,000 square feet of space in Thousand Oaks, California from a subsidiary of
Volt at a rental based upon prevailing rentals charged in the area. The lease
provides, among other things, that during the first seven months of its term,
the Company's Board of Directors may unilaterally, but acting in good faith and
utilizing certain reasonableness standards, increase or decrease the base
rentals (based on prevailing rents for comparable space in the area) and the
duration of the lease or decrease the amount of space rented (based on the
Company's reasonable needs). The time frame for the Company to make such
decisions has been extended. After January 29, 1998 and during the remaining
term of the lease, the Company's Board of Directors may again, unilaterally, but
in good faith and utilizing the same standards, redetermine whether there should
be a further increase or decrease in the base rent and/or increase (if the space
is then available) or decrease the amount of rented space. Volt has also agreed
to provide to the Company credit facilities of $2,250,000 in such manner as Volt
shall determine in its sole discretion (see " -- Future Capital Requirements and
Financial Risk", below). In addition certain of Volt's divisions or subsidiaries
have in the past purchased equipment from Autologic and, while not obligated to
do so, may in the future purchase equipment from the Company, for integration
into systems for their own use or for sale to their customers. Since the Merger
the Company has retained Volt's internal legal department to perform legal
services for the Company at a fee of $3,000 per month and has retained other
Volt departments to perform foreign currency hedging and certain human resources
functions, the fees for which have not been material. The Company also retained
Volt, after having received bids from Volt and third parties, to perform certain
telecommunications work at a cost of $305,000. The Company may, but is not
obligated to, request Volt to perform other general and administrative services
for the Company depending upon the Company's needs. In addition, Volt has agreed
that, until January 28, 1998, all proposed transactions between Volt or any Volt
affiliate and the Company (except when Volt or a Volt affiliate purchases goods
or services from the Company at the Company's then current market price) shall
be brought to and approved by a majority of the Company's Board of Directors.
Transactions pursuant to which Volt or a Volt affiliate purchases goods or
services from the Company at the Company's then current market price are not
required to be brought to the Company's Board of Directors, because, in
virtually every such instance, the Company would be treating Volt or its
affiliates in the same way as it treats other customers. The Merger Agreement
does not, however, preclude Board review of such situations, all of which, in
any event, would be covered by applicable Delaware law. Under the Delaware
General Corporation Law, contracts or transactions between Volt and the Company
are not void or voidable solely because the corporations have common directors
who vote thereon, so long as the contracts or transactions are fair to the
corporation at the time they are authorized and, accordingly, all directors of
the Company, whether or not they are directors or employees of Volt, may vote
and such votes may be counted toward the requisite minimum for approval. While
it is intended by the Company and Volt management that all transactions will be
negotiated on an arm's length basis, there can be no assurance that such prices
will, in fact, be fair to the Company.
COMPETITION
The Company operates in a highly competitive marketplace with many
competitors. The Company's position in its markets depends largely upon its
reputation, the quality, design and pricing of its products, the timeliness of
its deliveries and its field service. Technological advancements, "open system"
architecture and general market conditions have significantly increased price
competition. While the Merger is expected to improve the Company's ability to
compete with others, a number of firms, some of which are substantially larger
and have substantially greater financial resources than the Company, manufacture
one or more prepress products competing with each of the Company's prepress
products. Some of these competitors sell their products as
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complete prepress systems, for some of which the Company has no competing
systems. Certain competitors grant significant discounts of their products which
compete with the Company's products in order to promote sales of ancillary
products as to which the Company has no competing product. See "--Pressures on
Margins", above. While the Merger has enabled the Company to expand its product
offerings somewhat, there will still be some prepress systems offered by others
for which the Company will still not offer any competing systems.
ABILITY TO EXPAND MARKET BASE
Prior to the Merger, both Autologic and Triple-I had attempted, with
varying degrees of success, to expand their markets to include commercial
printers and other non-traditional customers, in addition to their traditional
newspaper market. One factor in any future success of the Company will be the
degree to which the Company is able to expand the customer base, both
internationally and in the United States, of its predecessor companies. Although
management of the Company believes that the Company should be able to penetrate
the broader market, nevertheless, because there are many competitors in the
broader market, many of whom are better entrenched and have greater financial
resources than the Company, it may prove difficult for the Company to accomplish
this goal and there can be no assurance that such potential customers will
purchase the Company's products in sufficient quantities to justify the
Company's increased selling effort.
POTENTIAL EFFECTS OF REDUCED LEAD TIMES
Because lead times in the industry in filling customer orders are
becoming shorter, manufacturers, including the Company, may experience a greater
dependence than in the past on accurate short-term sales forecasts in order to
avoid carrying an excess of inventory at any given time which could require the
need for additional working capital or, in the event that a product or products
becomes obsolete, could require inventory write-offs. There can be no assurance,
given the rapid pace at which new products are introduced in the market and the
changes in technology, that the Company will not in the future experience either
excess inventory (and a concomitant need for additional liquidity) or
obsolescence of inventory. Any such write-offs or write-downs could have a
material adverse effect on the Company's results of operations for the quarterly
or annual periods in which any such loss occurs, as well as on the Company's
financial position.
ATTRACTION AND RETENTION OF SKILLED PERSONNEL
The Company's success is dependent upon its ability to attract and
retain technologically qualified personnel who possess the specialized skills
required by the Company, particularly in the areas of research and development
and customer service, for which there is substantial competition. Following the
Merger, the loss of certain key employees in specialized fields has caused some
delay in completing certain new products. There is no assurance that the Company
will be successful in recruiting or retaining personnel of the requisite caliber
or in adequate numbers.
FUTURE CAPITAL REQUIREMENTS AND FINANCIAL RISK
Volt has agreed to provide the Company credit facilities of
$2,250,000 until January 28, 1998 in such manner as Volt shall determine in its
sole discretion, with such credit to be extended at the prime rate in effect
from time to time at Chemical Bank. No portion of this credit facility has been
drawn upon through the date of this Prospectus. The foregoing limit on the
amount of the credit facilities was established by negotiation between the
parties to the Merger Agreement and reflected their mutual estimate at the time
of cash requirements for the business of the Company during the first two years
following the Merger. The Company believes that cash flows which it will be able
to generate from its operations, together with such credit facilities, should be
sufficient to support its operations and growth through January 28, 1998; and
that, should additional financing be needed, it
7
<PAGE>
could be obtained from outside sources. Nevertheless, there is no assurance that
such cash flows and credit facilities will be sufficient to support the
Company's operations and growth, or, despite its present intention to provide
the Company with financial support, that Volt will continue the credit
facilities after the expiration of such two-year period. Moreover, there is no
assurance that the Company will be able to obtain such additional financing or
replacement financing or that, if it is available to the Company, such financing
will be on acceptable terms. The failure to generate sufficient cash flows, the
termination of Volt's credit facilities and/or the inability to obtain such
financing could have a material adverse effect on the Company's business,
financial condition and results of operations.
TECHNOLOGICAL CHANGE
The Company's success will continue to be dependent, in part, upon
its ability to maintain a superior technological capability, foresee changes and
continue to identify, develop and commercialize innovative and competitive
products and systems. One of the reasons of both Triple-I and Autologic for the
Merger was their desire to increase the amount available for expenditure for
research, product development and engineering on a combined basis over the
amount which could be spent by either of them alone (while reducing their
aggregate expenditures). Nevertheless, there can be no assurance that the
Company will be successful in developing new products to address changing
technological requirements, that the Company can introduce such products on a
timely basis or that the Company's existing products will continue to be
competitive, that the Company will be able to adapt existing products to
technological change and competition, or that products that are developed can be
successfully and profitably marketed. Any or all of such factors could have a
material adverse effect on the Company's business. Furthermore, technology
changes may affect the Company's ability to sell its inventories at appropriate
margins and/or require write-offs or write-downs of inventories..
NO ASSURANCE OF PAYMENT OF DIVIDENDS
The Company does not anticipate paying cash dividends in the near
term, but intends instead to retain any future earnings for reinvestment in its
business. Any future determination to pay cash dividends will be at the
discretion of the Company's Board of Directors and will be dependent upon the
Company's financial condition, results of operations, capital requirements,
terms of any debt instruments then in effect and such other factors as the
Company's Board of Directors may deem relevant.
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS
Sales of substantial amounts of Common Stock in the public market, or
the perception that such sales could occur, could adversely affect the
prevailing market price for the Common Stock. As at August 31, 1996, the Company
had outstanding (or issuable) 5,798,556 shares of Common Stock, of which
1,722,594 shares were freely tradeable. Of the 4,075,962 remaining shares, (i)
658,276 are being registered hereunder and will be freely tradeable subject to
meeting applicable Prospectus delivery requirements (see "Selling Stockholders"
and "Plan of Distribution", below), (ii) 58,500 shares owned by Volt and
approximately 17,500 shares owned by directors of the Company are presently
eligible for sale under Rules 144 under the Securities Act ("Rule 144") and Rule
145, (iii) 3,333,000 shares owned by Volt will become eligible for resale under
Rule 144 on January 29, 1998 (one year earlier if a proposal being considered by
the Commission to reduce the Rule 144 holding period from two years to one year
is adopted) and (iv) 8,686 shares owned by Volt will become eligible for sale
under Rule 144 at various times thereafter, in the case of Rule 144 and Rule 145
sales, subject to compliance with the volume and other requirements of the
applicable rule. As part of the Merger, the Company entered into a Registration
Rights Agreement with Volt affording Volt the right to require the Company to
file registration statements under the Securities Act on one or more occasions
with respect to, and (subject to certain conditions) to include on a "piggyback"
basis in any other registration statement filed by the Company, any Common Stock
owned by Volt
8
<PAGE>
or any of its affiliates. Volt's rights are not subject to any time or (in most
cases) "standstill" period restricting Volt's exercises of the rights afforded
to it.
SELLING STOCKHOLDERS
The following table sets forth information, as at August 31, 1996,
with respect to (i) each Selling Stockholder's beneficial ownership of the
Company's Common Stock prior to the offering of any Shares hereunder by such
Selling Stockholder, (ii) the number of Shares which may be offered for sale
hereunder and (iii) the number shares of the Company's Common Stock to be
beneficially owned by each Selling Stockholder after the offering (assuming the
sale of all Shares being offered hereunder).
<TABLE>
<CAPTION>
Shares of
Shares of Common Stock Common Shares of Common Stock
Name of Selling Beneficially Owned Prior Stock to be Beneficially Owned
Stockholder (1) to Offering Offered Hereunder After Offering
- --------------- ------------------------ ----------------- ----------------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Fidelity International
Limited . . . . . . . . . . . 372,057 6.4% 372,057 0 0
FMR Corp. . . . . . . . . . . 189,671 3.3% 189,671 0 0
Fidelity American Special
Situations Trust . . . . . . . 96,548 1.7% 96,548 0 0
------- ---- ------- --- ---
Total 658,276 11.4% 658,276 0 0
======= ===== ------- --- ---
</TABLE>
- ----------------
(1) Fidelity International Limited ("FIL"), whose address is Pembroke
Hall, 42 Crow Lane, Hamilton, Bermuda, owns 372,057 Shares for its
own account. FMR Corp. ("FMR"), whose address is 82 Devonshire
Street, Boston, Massachusetts 02109, owns 189,671 Shares for its own
account. Fidelity American Special Situations Trust ("FASST"), whose
address is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, owns
96,548 Shares for its own account. A subsidiary of FIL and a
subsidiary of FMR are the advisor and sub-advisor, respectively, of
FASST. FIL and FMR own beneficially, for purposes of Section 13(d) of
the Exchange Act, the Shares owned by FASST. While there is
significant common ownership of the voting stock of FIL and FMR and
some common directors, FIL and FMR is each of the view that it is not
acting together with the other as a "group" regarding the Shares
beneficially owned by it and it is not required to include in the
number of Shares it beneficially owns for purposes of Section 13(d)
of the Exchange Act the Shares beneficially owned by the other.
The Shares were acquired by the Selling Stockholders in the Merger in
exchange for their shares of common stock of Triple I and represent all of the
Common Stock issued to the Selling Stockholders in the Merger. The Selling
Stockholders, as a group, by virtue of their ownership of 27.2% of the
outstanding common stock of Triple-I prior to the Merger, may have been deemed
to have been an "affiliate" (within the meaning of the Securities Act) of
Triple-I prior to the Merger. Absent sales under a registration statement, Rule
145 under the Securities Act places certain restrictions on the transfer of the
Shares. Among other restrictions, Rule 145 places a limitation on the number of
shares which affiliates of Triple-I may sell during any three-month period
(which limitation lapses two years after the Merger as to persons who did not
become affiliates of the Company) to the greater of 1% of the Company's
outstanding Common Stock or the average weekly trading volume in the Company's
Common Stock during the four calendar week preceding the sale.
The Registration Statement of which this Prospectus forms a part was
filed with the Commission pursuant to a Registration Rights Agreement between
the Company and the Selling Stockholders (the "Fidelity
9
<PAGE>
Registration Rights Agreement") entered into in connection with the Merger in
which the Company agreed to file a "shelf" registration statement under the
Securities Act to enable the Selling Stockholders to offer and sell, from time
to time, the Shares. The Fidelity Registration Rights Agreement requires the
Company to keep the Registration Statement continuously effective until all of
the Shares may be sold without such registration. The Fidelity Registration
Rights Agreement also affords the Selling Stockholders the right (subject to
certain limitations) to require the Company to file one registration statement
under the Securities Act in connection with an underwritten public offering of
the Shares for the Selling Stockholders and to "piggyback," on two occasions,
the Shares in any other registration statement filed by the Company under the
Securities Act in connection with an underwritten public offering of Common
Stock, whether for the account of the Company or a third party. The Company is
to bear all costs of registration, other than underwriting discounts and
commissions and brokerage commissions and fees and expenses of any counsel or
accountants retained by the Selling Stockholders. The registration rights
afforded the Selling Stockholders cease at such time as the Shares may be sold
without any restriction or limitation on the number that may be sold under Rule
145 under the Securities Act (in general, January 29, 1998) or have been sold
pursuant to a registration statement or Rule 144 under the Securities Act. The
Fidelity Registration Rights Agreement also contains provisions by which the
Company is to indemnify the Selling Stockholders (and persons who control them)
with respect to misstatements and omissions contained in any such filed
registration statements (including this Registration Statement) except those
made in reliance upon information furnished by the Selling Stockholders (as to
which the Company is to be indemnified). The Selling Stockholders may assign
their rights under the Fidelity Registration Rights Agreement, provided the
assignee enters into a written agreement with the Company agreeing to be bound
by the terms of the Fidelity Registration Rights Agreement and further provided
that all decisions as to demanding or requesting registration shall remain with
the Selling Stockholders.
PLAN OF DISTRIBUTION
The Shares may be offered for sale by the Selling Stockholders from
time to time in the over-the-counter market, in privately negotiated
transactions or otherwise at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Shares may be sold by one or more of the following methods: (a) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(b) purchases by a broker or dealer as principal, and the resale by such broker
or dealer for its account pursuant to this Prospectus, including resale to
another broker or dealer; (c) a block trade 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 in order to facilitate the transaction; or (d)
negotiated transactions between one or more Selling Stockholders and purchasers
without a broker or dealer. In connection with any sales, a Selling Stockholder
and broker or dealer participating in such sales may be deemed "underwriters"
within the meaning of the Securities Act.
Brokers or dealers selling under this Prospectus may receive
discounts, commissions or concessions from a Selling Stockholder and/or
purchasers of the Shares for whom such broker or dealers may act as agents, or
to whom they may sell as principal, or both (which compensation as to a
particular broker or dealer may be in excess of customary commissions). Any such
discounts, commissions and concessions and any profits realized on the sale of
Shares may be deemed to be underwriting compensation under the Securities Act.
The Shares may be sold under Rule 145 instead of under this
Prospectus subject to compliance with volume limitations and all other
requirements of Rule 145 until January 29, 1998 and, until January 29, 1999,
subject to Rule 145's requirement that the Company is, at the time, of sale
current in its periodic reporting requirements under the Exchange Act.
The Selling Stockholders have been advised by the Company that during
the time each is engaged in distributing Shares covered by this Prospectus, each
must comply with Rules 10b-5 and 10b-6 under the
10
<PAGE>
Exchange Act, and pursuant thereto: (i) may not engage in any stabilization
activity in connection with the Company's securities; (ii) must furnish each
broker through which Common Stock covered by this Prospectus may be offered the
number of copies of this Prospectus which are required by such broker; and (iii)
may not bid for or purchase any securities of the Company or attempt to induce
any person to purchase any of the Company's securities other than as permitted
under the Exchange Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
by Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York,
New York 10036.
EXPERTS
The consolidated financial statements and schedules of the Company
and Autologic and those of Triple-I, incorporated by reference from the
Company's Registration Statement on Form S-4, have been audited, respectively,
by Ernst & Young, LLP and Arthur Andersen, LLP, independent public accountants,
as set forth in their reports thereon included therein and incorporated herein
by reference. Such financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
11
<PAGE>
====================================== =======================================
NO PERSON HAS BEEN AUTHORIZED
IN CONNECTION WITH THE OFFERING
MADE HEREBY TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE
SELLING STOCKHOLDERS OR ANY OTHER
PERSON. NEITHER THIS PROSPECTUS NOR
ANY SUPPLEMENT TO THIS PROSPECTUS
CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY,
ANY SECURITIES IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT
IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY 658,276 SHARES
SUPPLEMENT TO THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE AUTOLOGIC INFORMATION
COMPANY SINCE THE DATE HEREOF OR INTERNATIONAL, INC.
THEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF COMMON STOCK
ANY TIME SUBSEQUENT TO THE DATE AS
OF WHICH SUCH INFORMATION IS
FURNISHED.
-------------------
------------
TABLE OF CONTENTS PROSPECTUS
------------
Page
----
Available Information.............2
Information Incorporated
by Reference.....................2
The Company.......................3
Risk Factors......................4
Selling Stockholders..............9
Plan of Distribution.............10
Legal Matters....................11
Experts..........................11 September , 1996
====================================== =======================================
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses (all of which are being borne by the Company)
in connection with the issuance and distribution of the securities being
registered are:
Filing Fee for Registration Statement ............... $ 1,730.82
Legal and Accounting Fees and Expenses .............. 5,000.00
Miscellaneous ....................................... 769.18
------------
TOTAL .......................................... $ 7,500.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in general, 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 (other than a "derivative" action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of such corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such persons conduct was
unlawful. A similar standard is applicable under Section 145 of the DGCL in the
case of derivative actions, except that no indemnification shall be made where
the person is adjudged to be liable to such corporation unless and only to the
extent that the Court of Chancery of the State of Delaware, or the court in
which such action was brought, determines that such person is fairly and
reasonably entitled to indemnity for such expenses.
The Company's Certificate of Incorporation and Bylaws, Exhibit 4.1
and 4.2, respectively, to this Registration Statement, provide for the
indemnification of the Company's directors and officers to the fullest extent
permitted by the DGCL.
The Company's officers and directors are covered by directors' and
officers' liability insurance policies, maintained by Volt Information Sciences,
Inc., the majority stockholder of the Company.
ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
2.1+ Restated Agreement and Plan of Merger, dated as of October 5,
1995, as amended as of November 11, 1995, among Volt
Information Sciences, Inc., Autologic Information
International, Inc. (formerly, Autologic, Incorporated) and
Information International, Inc. (Included as Appendix I to the
Consent Statement/Prospectus).
4.1+ Restated Certificate of Incorporation of the Company.
4.2+ Amended and Restated Bylaws of the Company.
<PAGE>
5.1* Opinion of Parker Chapin Flattau & Klimpl, LLP.
15.1* Letter from Ernst & Young LLP re: unaudited interim financial
information.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Parker Chapin Flattau & Klimpl, LLP (included in
their opinion filed as Exhibit 5.1).
99.1 Shareholders' Stock Voting Agreement among Volt, Charles Ying,
Leroy Bell, John Kountz and Ralph Roth. Incorporated herein by
reference to Exhibit 10.4 to the Company's Registration
Statement on Form S-4 (No. 33-99278).
99.2 Registration Rights Agreement among Fidelity International
Limited, FMR Corp., American and Fidelity Special Situations
Trust and the Company. Incorporated herein by reference to
Exhibit 10.6 to the Company's Registration Statement on Form
S-4 (No. 33-99278).
- -------------------
* Filed herewith.
+ Incorporated by reference to the similarly-numbered Exhibit to the
Company's Registration Statement on Form S-4 (File No. 33-99278).
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes, 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, that 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 of 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:
(1) To file, during any period in which offers of 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-2
<PAGE>
(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; and
(iii) To include any material information with respect to
the plan of distribution 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 offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from the Registration Statement by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Thousand Oaks, California on the 30th day of August, 1996.
AUTOLOGIC INFORMATION INTERNATIONAL, INC.
By: /s/ Dennis D. Doolittle
------------------------
Dennis D. Doolittle, Vice Chairman
SIGNATURE TITLE DATE
/s/ William Shaw Chairman of the Board, Chief August 30, 1996
- ------------------------ Executive Officer and Director
William Shaw
/s/ John Griffin Controller and Principal August 30, 1996
- ------------------------ Accounting Officer
John Griffin
/s/ Leroy Bell Director August 30, 1996
- ------------------------
Leroy Bell
/s/ Alden Edwards Director August 30, 1996
- ------------------------
Alden Edwards
/s/ Dennis D. Doolittle Director August 30, 1996
- ------------------------
Dennis D. Doolittle
/s/ James J. Groberg Director August 30, 1996
- ------------------------
James J. Groberg
/s/ John R. Kountz Director August 30, 1996
- ------------------------
John R. Kountz
/s/ Paul Mcgarrell Director August 30, 1996
- ------------------------
Paul McGarrell
/s/ Ralph S. Roth Director August 30, 1996
- ------------------------
Ralph S. Roth
/s/ Jerome Shaw Director August 30, 1996
- ------------------------
Jerome Shaw
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1+ Restated Agreement and Plan of Merger, dated as of October 5,
1995, as amended as of November 11, 1995, among Volt
Information Sciences, Inc., Autologic Information
International, Inc. (formerly, Autologic, Incorporated) and
Information International, Inc. (Included as Appendix I to the
Consent Statement/Prospectus).
4.1+ Restated Certificate of Incorporation of the Company.
4.2+ Amended and Restated Bylaws of the Company.
5.1* Opinion of Parker Chapin Flattau & Klimpl, LLP.
15.1* Letter from Ernst & Young LLP re: unaudited interim financial
information.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Parker Chapin Flattau & Klimpl, LLP (included in
their opinion filed as Exhibit 5.1).
99.1 Shareholders' Stock Voting Agreement among Volt, Charles Ying,
Leroy Bell, John Kountz and Ralph Roth. Incorporated herein by
reference to Exhibit 10.4 to the Company's Registration
Statement on Form S-4 (No. 33-99278).
99.2 Registration Rights Agreement among Fidelity International
Limited, FMR Corp., American and Fidelity Special Situations
Trust and the Company. Incorporated herein by reference to
Exhibit 10.6 to the Company's Registration Statement on Form
S-4 (No. 33-99278).
- -------------------
* Filed herewith.
+ Incorporated by reference to the similarly-numbered Exhibit to the
Company's Registration Statement on Form S-4 (File No. 33-99278).
II-5
[Letterhead]
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
September 6, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have acted as counsel to Autologic Information International, Inc.
(the "Company") in connection with the filing with the Securities and Exchange
Commission of the Registration Statement on Form S-3 to which this opinion is an
exhibit (the "Registration Statement") covering 658,276 shares of common stock,
par value $.01 per share, of the Company which the Selling Stockholders named in
the Registration Statement propose to sell pursuant to the Registration
Statement (the "Shares").
In connection with the foregoing, we have examined, among other
things, the Registration Statement and original or copies, satisfactory to us,
of all such corporate records and of all such agreements, certificates and other
documents as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original documents of documents submitted to us as
copies. As to any facts material to such opinion, we have, to the extent that
relevant facts were not independently established by us, relied on certificates
of public officials and certificates, oaths and declarations of officers or
other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that
the Shares were duly issued and are fully paid and non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of a copy of this opinion as an exhibit thereto.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
Shareholders and Board of Directors
Autologic Information International, Inc.
We are aware of the incorporation by reference in the S-3 Registration Statement
of Autologic Information International, Inc. for registration of 658,276 shares
of Common Stock of our report dated March 13, 1996 and June 2, 1996 related to
the unaudited condensed consolidated interim financial statements of Autologic
Information International, Inc. that are included in its Form 10-Q for the
quarters ended February 2, 1996 and May 3, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
September 3, 1996
Woodland Hills, California
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the S-3
Registration Statement pertaining to the registration of 658,276 shares of
Common Stock of Autologic Information International, Inc. and to the
incorporation by reference therein of our reports dated November 10, 1995 with
respect to the balance sheet of Autologic Information International, Inc. and
January 2, 1996 with respect to the combined financial statements and schedule
of Autologic, Incorporated and Affiliates included in the Registration Statement
(Form S-4 No. 33- 99278), of Autologic Information International, Inc. filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
September 4, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-3) of our reports dated March
2, 1995 with respect to the consolidated financial statements of Information
International, Inc. (and to all references to our Firm) included in or made a
part of the Consent Statement/Prospectus of Autologic Information International,
Inc. which is part of the Registration Statement (Form S-4, File No. 33-99278)
of Autologic Information International, Inc. for the registration of 2,966,120
shares of its common stock.
/s/ ARTHUR ANDERSEN LLP
--------------------------
Arthur Andersen LLP
Los Angeles, California
September 4, 1996
