As filed with the Securities and Exchange Commission on August 5, 1997
Registration No. 333-01228
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRAEGITZER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0790158
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification
Number)
1270 S.E. Monmouth Cut-Off Road
Dallas, Oregon 97338-9532
(503) 623-9273
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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SCOTT D. GILBERT
Vice President of Finance
Praegitzer Industries, Inc.
1270 S.E. Monmouth Cut-Off Road
Dallas, Oregon 97338-9532
(503) 623-9273
telecopy (503) 623-3403
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy To:
STEPHEN E. BABSON
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204
(503) 224-3380
telecopy (503) 294-9688
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Approximate date of commencement of proposed sale to
the public: From time to time after this Registration
Statement becomes effective.
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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. |_|
<PAGE>
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 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock......................... 1,262,397 $14.875 $18,778,155.38 $5,690.35(2)
=====================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The calculation of the
registration fee is based on the average of the high and low prices for the
Common Stock on July 31, 1997 as reported on the Nasdaq National Market.
(2) Fee of $2,834.03 paid with original filing on April 4, 1997.
</FN>
</TABLE>
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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.
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===============================================================================
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
1,262,397 Shares
PRAEGITZER INDUSTRIES, INC.
Common Stock
---------
The Common Stock of Praegitzer Industries, Inc. ("the Company") offered
hereby (the "Shares") may be sold by certain shareholders of the Company (the
"Selling Shareholders"). The Company will not receive any of the proceeds from
the offering.
The Shares may be offered or sold from time to time by the Selling
Shareholders in transactions in the over-the-counter market through Nasdaq, in
privately negotiated transactions, through the writing of options on the Shares,
or through a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices relating to
such prevailing market prices or at negotiated prices. See "Selling
Shareholders" and "Plan of Distribution."
All the Shares were "restricted securities" under the Securities Act before
their registration hereunder. This Prospectus has been prepared so that future
sales of the Shares will not be restricted under the Securities Act.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"PGTZ". On July 31, 1997, the last sale price for the Common Stock as reported
on the Nasdaq National Market was $14.9375 per share.
See "Risk Factors" starting on page 5 for certain information that should
be carefully considered by prospective investors.
---------
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.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. This Prospectus does not constitute an offering in any
jurisdiction in which such an offering may not lawfully be made. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the respective dates as to which information has
been given herein.
<PAGE>
The date of this Prospectus is August 4, 1997
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.
<PAGE>
TABLE OF CONTENTS
Page
Available Information .............................................. 3
Incorporation of Certain Documents by Reference .................... 4
The Company ........................................................ 4
Risk Factors ....................................................... 5
Selling Shareholders ............................................... 10
Plan of Distribution ............................................... 11
Indemnification of Directors and Officers .......................... 11
Shares Eligible for Future Sale .................................... 12
Experts ............................................................ 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports and other information with the
Commission. The Company has also filed with the Commission a Registration
Statement under the Securities Act with respect to the Shares offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Shares offered hereby, reference
is made to such Registration Statement, exhibits and schedules. Statements
contained in this Prospectus as to the contents of any contract or 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, each such statement being qualified in
all respects by such reference. A copy of the Registration Statement and the
reports and other information filed pursuant to the Exchange Act may be
inspected and copied at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at regional offices of the Commission located at 7
World Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, 500
West Madison Street, Chicago, Illinois 60661. Copies of all or any part of the
Registration Statement and the reports and other information filed pursuant to
the Exchange Act may be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 on the payment of the fees prescribed by the
Commission. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including the Company. Its address is
http://www.sec.gov. Copies of such documents may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street
N.W., Washington, D.C. 20006.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Where any document or part thereof is incorporated by reference in this
Prospectus, but not delivered with it, the Company will provide without charge
to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, on request, a copy of any and all of the information
that has been incorporated by reference in this Prospectus (not including the
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated). Such requests may be directed to
Praegitzer Industries, Inc., 1270 S.E. Monmouth Cut-Off Road, Dallas, Oregon
97338-9532, (503) 623-9273, Attn: Controller.
The following documents previously filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended June
30, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1996, December 31, 1996, and March 31, 1997;
(c) The Company's Current Report on Form 8-K, dated August 28, 1996,
as amended on November 8, 1996; and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, including any amendment or
report filed for the purpose of updating such description, as filed with
the Commission on March 9, 1996.
All reports and other documents later filed by the Company pursuant to
sections 13(a), 13(c), 14, and 15(d) of the Exchange Act before the termination
of this offering shall be deemed to be incorporated by reference herein and to
be a part of this Prospectus from the date of their filing.
THE COMPANY
The Company was incorporated under Oregon law in 1981. The Company's
executive offices are located at 1270 S.E. Monmouth Cut-Off Road, Dallas, Oregon
97338-9532, and its telephone number is (503) 623-9273.
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<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Potential purchasers should consider the following information
carefully, as well as the other information in this Prospectus, in evaluating
the Company, its business and the shares of Common Stock offered hereby.
Fluctuations in Operating Results
The Company's results of operations have fluctuated and may continue to
fluctuate. Variations in quick-turnaround and high volume production orders and
in the average number of layers per printed circuit board have significantly
affected both revenue and gross margins. Operating results may also be affected
by other factors, including the receipt and shipment of large orders, plant use,
manufacturing process yields, the timing of expenditures in anticipation of
future sales, raw material availability, the length of sales cycles and economic
conditions in the electronics industry. Many of these factors are outside the
Company's control. A significant portion of the Company's operating expenses are
fixed. Any inability to adjust spending quickly enough to compensate for any
revenue shortfall would magnify the shortfall's adverse impact on the Company.
The Company's customers generally require short delivery cycles, and a
substantial portion of the Company's backlog is typically scheduled for delivery
within 60 days. Quarterly sales and operating results therefore depend in large
part on the volume and timing of orders received during the quarter, which are
difficult to forecast. The level and timing of orders placed by the Company's
customers vary due to customer inventory management, changes in customer
manufacturing strategy, variation in demands for customer products and other
factors. The Company's lead time for prototype and pre-production runs may be
reduced to as little as one day and, because it depends on customer product
launches and design changes, the Company's operating results from its
quick-turnaround business are particularly volatile. The short lead times
inherent in the Company's backlog also affect its ability to plan production and
inventory levels, which could lead to fluctuations in operating results. As a
result of the acquisitions of Circuit Technology, Inc. ("CTI") in November 1995
and Trend Circuits, Inc. ("Trend") in August 1996, the percentage of the
Company's revenue derived from quick-turnaround business has increased, and the
Company expects it to continue to increase, which could add additional
volatility to its results of operations. In addition, a variety of conditions,
both those specific to individual customers and those generally affecting their
industry segments, may cause customers to cancel, reduce or delay orders that
were previously made or expected. Generally, customers may cancel, reduce or
delay purchase orders and commitments without penalty, except for payment for
work and materials expended through the cancellation date. Significant or
numerous cancellations, reductions or delays in orders by customers could have a
material adverse effect on the Company. Moreover, the Company's business
involves highly complex manufacturing processes that may fail from time to time.
Process failures have occurred in the past and have resulted in delays in
product shipments. There is no assurance that process failures will not occur in
the future, and the loss of revenue as the result of such failures could have a
material adverse effect on the Company. Results of operations in any period
should not be considered indicative of the results to be expected for any future
period.
Dependence on Electronics Industry
The Company's customers include OEMs and contract manufacturers of data
communications and telecommunications equipment, instrumentation and industrial
equipment, computers and peripherals, business systems and consumer electronics.
These industry segments, as well as the electronics industry as a whole, are
subject to rapid technological change and product obsolescence. Discontinuation
or modification of products containing printed circuit boards manufactured by
the Company could have a material adverse effect on the Company. The electronics
industry is subject to economic cycles and has
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<PAGE>
experienced and is likely in the future to experience recessionary periods.
Pricing pressures, a general recession or any other event leading to excess
capacity or a downturn in the electronics industry likely would result in
intensified price competition, reduced gross margins and a decrease in unit
volume, which could have a material adverse effect on the Company.
Technological Change
Technological change in the printed circuit board industry is rapid and
continual. The manufacture of complex printed circuit boards requires increasing
technological and manufacturing expertise. To satisfy customers' needs for
increasingly complex products, printed circuit board manufacturers must continue
to improve manufacturing processes and invest in new facilities and equipment.
If the Company needs new technologies and equipment to remain competitive, the
acquisition and implementation of such technologies and equipment are likely to
require significant capital investment. There is no assurance that this capital
will be available in the future or that these technological processes will
become or remain commercially viable. There is no assurance the Company will be
able to maintain its current technological position. In addition, the printed
circuit board industry may in the future encounter competition from new
technologies, including ceramic and deposited multichip modules, that may reduce
the number of printed circuit boards required in electronic equipment or may
render existing technology less competitive or obsolete. There is no assurance
the Company's future process development efforts will succeed or that new
technologies, industry standards or customer requirements will not render the
Company's technology, equipment or processes obsolete or uncompetitive.
Uncertain Ability to Manage Growth
The Company has recently expanded significantly, particularly by its
acquisitions of CTI and Trend. The expansion has placed, and is expected to
continue to place, significant demands on the Company's managerial, technical,
financial and other resources. The Company's growth strategy will require
increased personnel throughout the Company, expanded customer service and
support, expanded operational and financial systems and the implementation of
new control procedures. There is no assurance that the Company will be able to
attract qualified personnel, successfully manage expanded operations or
accomplish other measures needed for its successful growth. As the Company
expands, it may from time to time experience constraints that will adversely
affect its ability to meet customer demands in a timely fashion. Failure to
manage growth effectively could have a material adverse effect on the Company.
The Company reported losses of $546,000, or $.04 per share, in the quarter
ended March 31, 1997, and $8.3 million, or $0.68 per share, for the year ended
June 30, 1997. The Company attributes the losses to (i) one time non-cash
charges related to purchased research and development, and impairment of
goodwill in the quarter ended September 30, 1996; (ii) startup costs of the new
inner layer expansion at the Company's Dallas facility and expansion of the
Company's White City facility that were greater than expected; (iii) sales,
general and administrative costs associated with the integration of Trend that
were higher than expected; and (iv) a restructuring of the nationwide and
international sales organization to accommodate recent growth. Although the
Company reported income of $1.7 million, or $0.14 per share in the quarter ended
June 30, 1997, there is no assurance that the costs of integration will continue
to be higher than expected, and the failure to integrate the recently acquired
operations successfully could adversely affect the Company.
Risks Associated with Possible Acquisitions
The Company intends to pursue acquisitions as part of its growth strategy.
Although the Company has no understandings, commitments or agreements with
respect to any acquisition, the Company expects that one or more potential
acquisition opportunities may become available in the future. Acquisitions
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<PAGE>
would require investment of operational and financial resources and could
require integration of dissimilar operations, assimilation of new employees,
diversion of management resources, increases in administrative costs and
additional costs associated with debt or equity financing. If attractive
acquisition opportunities become available, the Company intends to pursue them.
There is no assurance that the Company will complete any acquisition or that a
future acquisition will not materially and adversely affect the Company or will
not result in dilution to current shareholders.
Dependence on Key Personnel
The Company's future success will depend in large part on the continued
service of certain key management, engineering and other personnel, including
Robert Praegitzer and Matthew Bergeron, and on the Company's ability to attract
and retain qualified managerial, engineering, technical, sales and marketing
personnel. Competition for these employees is intense. Although the Company has
granted incentive stock options to its key employees, there is no assurance that
the Company can keep its existing key personnel or that it can attract and
retain sufficient numbers of qualified employees in the future. The loss of key
employees or the inability to hire or keep qualified personnel in the future
could have a material adverse effect on the Company.
Customer Concentration
In fiscal 1997, sales to Hewlett-Packard Company ("Hewlett-Packard")
accounted for approximately 13% of the Company's revenue and the Company's ten
largest customers accounted for approximately 48% of the Company's revenue.
Although there is no assurance the Company's principal customers will continue
to purchase products and services from the Company at past levels and the
acquisitions of Trend and CTI are expected to help broaden the Company's
customer base, the Company expects a significant portion of its revenue will
continue to come from a small number of customers. The loss of, or significant
curtailment of purchases by, one or more of these customers could have a
material adverse effect on the Company.
Competition
The printed circuit board industry is highly fragmented and characterized
by intense competition, which the Company believes will increase. The Company
competes principally in the market for complex, rigid multilayer printed circuit
boards. The Company's competitors are primarily large domestic manufacturers,
offshore manufacturers located primarily in Asia, small or regional domestic
manufacturers and captive printed circuit board operations of large OEMs such as
International Business Machines Corporation ("IBM"). Some of the Company's
competitors are substantially larger and have substantially greater
manufacturing, financial and marketing resources than the Company. In times of
recession in the electronics industry, increasingly price-sensitive customers
may place less value on the Company's competitive strengths, such as
quick-turnaround manufacturing and responsive customer service. In addition,
OEMs with captive printed circuit board manufacturing operations may seek open
market orders to fill excess capacity, which increases price competition. The
Company may be at a disadvantage in the lower technology segments of the printed
circuit board market when competing with manufacturers with lower cost
structures, particularly those with offshore facilities where labor and other
costs may be lower. Although capital requirements are a significant barrier to
entry for manufacturing technologically complex printed circuit boards, the
basic interconnect technology is generally not protected by patents or
copyrights. There is no assurance that the Company will be able to compete
successfully against present or future competitors or that competitive pressures
faced by the Company will not have a material adverse effect on the Company.
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<PAGE>
Environmental Matters
The Company uses certain materials in its manufacturing processes that are
classified as hazardous substances. Proper waste disposal and environmental
regulation are major considerations for printed circuit board manufacturers
because metals and chemicals are used in the manufacturing process. If
environmental laws are violated, the Company could be liable for damages and for
the costs of remedial actions and could also lose permits needed to conduct its
business. Any such revocation could require the Company to cease or limit
production at one or more of its facilities, which could have a material adverse
effect on the Company. The Company is also subject to laws relating to the
storage, use and disposal of chemicals, solid waste and hazardous materials, and
air quality. As a generator of hazardous materials, the Company is subject to
financial exposure even if it fully complies with these laws. Environmental laws
could become more stringent over time, imposing greater compliance costs and
increasing risks and penalties associated with violations.
Availability and Cost of Materials
The Company has no fixed price contracts or arrangements for some of the
raw materials and supplies it purchases. Shortages of, and price increases for,
certain raw materials used by the Company have occurred in the past and may
occur in the future. As the use of proprietary materials increases, the
potential for shortages in supply also increases. Future shortages or price
fluctuations in raw materials could have a material adverse effect on the
Company. Delays or interruptions in obtaining raw materials would have a
particularly pronounced effect on the Company's quick-turnaround business
because of the short lead times associated with that business.
Intellectual Property
The Company's success depends in part on its proprietary techniques and
manufacturing expertise, particularly in the area of complex multilayer printed
circuit boards. The Company has no patents and relies principally on trade
secret protection of its intellectual property. There is no assurance that the
Company will be able to protect its trade secrets or that others will not
independently develop substantially equivalent proprietary information and
techniques or otherwise gain access to the Company's trade secrets. In addition,
litigation may be necessary to protect the Company's trade secrets, to determine
the validity and scope of the proprietary rights of others or to defend against
claims of patent infringement. The Company is not aware of any pending or
threatened claims that affect any of its intellectual property rights. If any
infringement claim is asserted against the Company, the Company may seek to
obtain a license of the other party's intellectual property rights. There is no
assurance that a license would be available on reasonable terms or at all.
Litigation with respect to patents or other intellectual property matters could
result in substantial costs and diversion of management and other resources and
could have a material adverse effect on the Company.
Possible Volatility of Stock Price
The market for securities of small market capitalization companies has been
highly volatile in recent years, often as a result of factors unrelated to a
company's operations. The Company believes quarterly fluctuations in its
financial results and factors not directly related to its operating performance,
such as announcements of new developments relating to electronic interconnect
technologies and developments in the printed circuit board industry, could
contribute to the volatility of the price of its Common Stock, causing it to
fluctuate significantly. These factors, as well as general economic conditions,
such as recessions or high interest rates, may adversely affect the market price
of the Common Stock.
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<PAGE>
Control by Principal Shareholder
Robert L. Praegitzer, Chairman of the Board, President and Chief Executive
Officer of the Company, beneficially owns approximately 64.2% of the outstanding
Common Stock. As a result, he can control most matters requiring approval by the
shareholders of the Company, including the election of directors, without the
cooperation of any other shareholder. As a shareholder, Mr. Praegitzer will not
be prohibited from acting in his own interest in respect of, among other things,
the voting or disposing of his shares of Common Stock.
Shares Eligible for Future Sale
Sales of a substantial number of shares of the Common Stock in the public
market following this offering could adversely affect the market price of the
Common Stock and the Company's ability to raise capital in the future in the
equity markets. As of July 31, 1997, there were 12,636,268 shares of Common
Stock outstanding. 2,300,000 shares are freely tradeable under the Securities
Act of 1933, as amended (the "Securities Act"), unless purchased by an
"affiliate" of the Company, as that term is defined in Rule 144 under the
Securities Act, and an additional 9,163,022 shares are eligible for immediate
resale subject to the limitations of Rule 144. In addition, holders of 2,160,922
shares, including the Shares offered hereby, are entitled to certain
registration rights. On the satisfaction of applicable exercisability periods
and subject to Rule 144 volume limitations applicable to affiliates, 1,004,050
shares of Common Stock to be issued on exercise of outstanding options granted
pursuant to the Stock Incentive Plan will be available for immediate resale in
the open market. See "Shares Eligible for Future Sale."
Potential Issuance of Preferred Stock; Anti-Takeover Effect of Oregon Law
The Company is authorized to issue up to 500,000 shares of Preferred Stock,
and the Board of Directors may fix the preferences, limitations and relative
rights of those shares without any vote or action by the shareholders. The
potential issuance of Preferred Stock may delay or prevent a change in control
of the Company, may discourage bids for the Common Stock at a premium over the
market price of the Common Stock and may adversely affect the market price of,
and the voting and other rights of the holders of, Common Stock. The Company has
no plans to issue Preferred Stock.
In addition, certain provisions of Oregon law could make it more difficult
for a party to gain control of the Company. The Company is subject to the Oregon
Control Share Act (the "Control Share Act"). The Control Share Act generally
provides that a person (the "Acquiror") who acquires voting stock of an Oregon
corporation in a transaction that results in the Acquiror holding more than 20%,
33 1/3% or 50% of the total voting power of the corporation (a "Control Share
Acquisition") cannot vote the shares it acquires in the Control Share
Acquisition ("control shares") unless the control shares are granted voting
rights by (i) a majority of each voting group entitled to vote and (ii) the
holders of a majority of the outstanding voting shares, excluding the control
shares and shares held by the Company's officers and inside directors. The term
"Acquiror" is broadly defined to include persons acting as a group. If the
Acquiror's control shares are accorded voting rights and represent a majority or
more of all voting power, shareholders who do not vote in favor of voting rights
for the control shares will have the right to receive the appraised "fair value"
of their shares, which may not be less than the highest price paid per share by
the Acquiror for the control shares.
The Company is subject to certain provisions of the Oregon Business
Corporation Act that govern business combinations between corporations and
interested shareholders (the "Business Combination Act"). The Business
Combination Act generally provides that if a person or entity acquires 15% or
more of the voting stock of an Oregon corporation (an "Interested Shareholder"),
the corporation and the Interested Shareholder, or any affiliated entity of the
Interested Shareholder, may not engage in certain
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business combination transactions for three years after the date the person
became an Interested Shareholder. Business combination transactions for this
purpose include (a) a merger or plan of share exchange, (b) any sale, lease,
mortgage or other disposition of 10% or more of the assets of the corporation
and (c) certain transactions that result in the issuance of capital stock of the
corporation to the Interested Shareholder. These restrictions do not apply if
(i) the Interested Shareholder, as a result of the transaction in which such
person became an Interested Shareholder, owns at least 85% of the outstanding
voting stock of the corporation (disregarding shares owned by directors who are
also officers and certain employee benefit plans), (ii) the board of directors
approves the share acquisition or business combination before the Interested
Shareholder acquires 15% or more of the corporation's voting stock or (iii) the
board of directors and the holders of at least two-thirds of the outstanding
voting stock of the corporation (disregarding shares owned by the Interested
Shareholder) approve the transaction after the Interested Shareholder acquires
15% or more of the corporation's voting stock.
SELLING SHAREHOLDERS
Of the Shares offered by this Prospectus, 675,000 were originally issued to
Messrs. Baldridge and Hall, 46,333 are shares underlying common stock purchase
warrants held by Messrs. Baldridge and Hall, and 30,689 are shares underlying
the vested portions of stock options held by Messrs. Baldridge and Hall. Messrs.
Baldridge and Hall became officers and directors of the Company at the time of
its acquisition of CTI; Mr. Hall retired as an officer effective December 31,
1996 and Mr. Baldridge retired as an officer effective March 15, 1997.
Also offered by this Prospectus are 10,000 shares issued in December 1996
to certain shareholders of TravTech, Inc. in connection with the Company's
acquisition of TravTech, Inc.; 90,000 shares issued in February 1997 to the
shareholders of Off-Site Solutions, Inc., in connection with the Company's
acquisition of Off-Site Solutions, Inc., 230,000 shares issued by the Company in
March 1997 to Darrel L. Pfeifer, Darrel L. Pfeifer and Teresa M. Pfeifer as
joint tenants, David Helms, David Rohrer, Paul Madden, and Freddy L. Hughes and
Norma J. Hughes as joint tenants, in exchange for their shares in PCB West,
Inc.; and 200,000 shares issued in July 1997 to Ronald L. Mosher, Carolyn M.
Mosher, and Lauren M. Primmer in exchange for their shares in Mosher Design
Services, Inc.
Other than Mr. Hall's and Mr Baldridge's positions described above, no
Selling Shareholder has had any position, office, or other relationship with the
Company in the past three years.
The following table sets forth certain information given to the Company by
the Selling Shareholders as of July 31, 1997:
Shares of
Common Stock Shares Offered
Selling Shareholder Beneficially Owned for Sale
- -------------------- ------------------ --------
Robert G. Baldridge 385,365 (1)(2) 385,365 (1)(2)
Charles N. Hall 347,032 (1)(2) 347,032 (1)(2)
Douglas P. Seward 35,000 35,000
Rocco E. Calvello 30,000 30,000
Frank E. Frank 25,000 25,000
Darrel L. Pfeifer 43,700 43,700
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Darrel L. Pfeifer and 73,600 73,600
Teresa M. Pfeifer as joint
tenants
David R. Helms 39,100 39,100
David C. Rohrer 17,250 17,250
Paul Madden 39,100 39,100
Freddy L. Hughes and 17,250 17,250
Norma J. Hughes as joint
tenants
Wright 1992 Family Limited 6,252 6,252
Partnership
R.J. Wright Family Limited 3,748 3,748
Partnership
Ronald L. Mosher 70,000 70,000
Carolyn M. Mosher 70,000 70,000
Lauren M. Primmer 60,000 60,000
TOTAL 1,262,397 1,262,397
(1) Includes shares underlying currently exercisable warrant to acquire
23,166.5 shares
(2) Includes 11,666 shares subject to a vested stock option.
If all of the Shares being offered are sold, none of the Selling
Shareholders will own any shares of Common Stock after the completion of the
Offering. However, the Selling Shareholders are not obliged to sell the Shares
offered by them hereunder.
PLAN OF DISTRIBUTION
Each Selling Shareholder has represented to the Company that he or she
purchased the Shares for investment, with no present intention of distribution.
However, because such investors, even though buying the Shares for investment,
may wish to be legally permitted to sell their Shares when they deem
appropriate, the Company has filed the Registration Statement under the
Securities Act with the Commission with respect to the resale of the Shares
according to the plan of distribution described below.
The Shares may be sold from time to time by the Selling Shareholders or by
their pledgees, donees, transferees or other successors in interest. Such sales
may be made on stock exchanges (including the Nasdaq National Market) or
otherwise at prices and at terms then prevailing or at prices related to the
then-current market price, through the writing of options, or in privately
negotiated transactions. The Shares may be sold by one or more of the following
methods: (a) block trades 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; (b) purchases by a broker or dealer
as principal, in a market maker capacity or otherwise, and resale by such broker
or dealer for its account
11
<PAGE>
pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from the Selling Shareholders in amounts to be negotiated
immediately before sale. The Selling Shareholders, such brokers or dealers, and
any other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales and any
commissions received by them and profit on any resale of the Shares as
principals may be deemed to be underwriting discounts and commissions under the
Securities Act. The Company has agreed to pay all expenses (other than any
underwriting costs, selling commission and fees and certain expenses of counsel
and other advisors to the Selling Shareholders) in connection with the
registration and sale of the Shares by the Selling Shareholders. The Company has
agreed to indemnify the Selling Shareholders against certain liabilities,
including certain liabilities under the Securities Act. In addition, any Shares
that qualify for sale pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather than pursuant to this Prospectus.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Second Amended and Restated Articles of Incorporation limit
the personal liability of directors to the Company and its shareholders for
monetary damages for conduct as directors to the fullest extent permitted by
Oregon law. The Articles also provide that the Company will indemnify to the
fullest extent not prohibited by law any current or former director of the
Corporation who is made, or threatened to be made, a party to an action, suit or
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation or a fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with respect to any employee
benefit plan of the Corporation, or serves or served at the request of the
Corporation as a director, officer, employee or agent, or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint venture, trust
or other enterprise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
SHARES ELIGIBLE FOR FUTURE SALE
As of July 31, 1997, 12,636,268 shares of Common Stock were outstanding. Of
these shares, 2,300,000 shares are freely tradeable without restriction under
the Securities Act, unless purchased by an "affiliate" of the Company, as that
term is defined in Rule 144, and an additional 9,163,022 shares are eligible for
immediate resale in the public market subject to the limitations of Rule 144.
The remaining shares are "restricted securities" as defined in Rule 144 and may
be sold in the public market only if registered under the Securities Act or if
they qualify for an exemption from registration, including an exemption pursuant
to Rule 144.
Exercisable warrants to purchase a total of 46,333 shares of Common Stock
for $12.00 per share are held by two of the Selling Shareholders. The shares of
Common Stock issuable on exercise of these warrants are included in the
Registration Statement containing this Prospectus.
On the satisfaction of applicable exercisability periods and subject to
Rule 144 volume limitations applicable to affiliates, up to 1,500,000 shares of
Common Stock to be issued on exercise of outstanding options granted pursuant to
the Stock Incentive Plan may be available for immediate resale in the open
market. Options to acquire 1,004,050 shares are currently outstanding.
12
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In general under Rule 144, a person, including an affiliate of the Company,
who has beneficially owned restricted shares for at least one year is entitled
to sell within any three-month period a number of shares that does not exceed
the greater of 1% of the then-outstanding shares of Common Stock (approximately
126,363 shares) or the average weekly trading volume of the Common Stock during
the four calendar weeks preceding such sale. Sales under Rule 144 are subject to
certain manner of sale limitations, notice requirements and the availability of
current public information about the Company. Rule 144(k) provides that a person
who is not an "affiliate" of the issuer at any time during the three months
preceding a sale and who has beneficially owned shares for at least two years
may sell those shares at any time without compliance with the public
information, volume limitation, manner of sale and notice provisions of Rule
144.
Robert L. Praegitzer and the Selling Shareholders are entitled to certain
rights with respect to the registration of a total of 2,160,922 shares of Common
Stock under the Securities Act. Under the terms of an agreement between the
Company and these holders, if the Company proposes to register any of its
securities under the Securities Act for its own account or for the account of
other security holders at any time before November 15, 2005, the holders are
entitled to notice of such registration and to include in such registration any
shares of Common Stock they own, subject to cutback limitations that may be
imposed by the underwriter of any underwritten public offering of the Common
Stock.
EXPERTS
The financial statements of Praegitzer Industries, Inc. as of June 30, 1995
and 1996, and for each of the three years in the period ended June 30, 1996, and
the financial statements of Trend Circuits, Inc. for the years ended December
31, 1995 and 1994, incorporated in this Prospectus by reference have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports with respect thereto and are incorporated in reliance on the reports of
such firm given on their authority as experts in accounting and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All expenses in connection with the issuance and distribution of the
securities being registered will be paid by the Company. The following is an
itemized statement of the estimated expenses:
Securities and Exchange Commission registration fee............... $5,690.35
Accounting fees and expenses...................................... $10,000.00
Legal fees and expenses........................................... $10,000.00
Transfer agent and registrar fee.................................. $1,000.00
Miscellaneous..................................................... $500.00
----------
Total.......................................................... $27,190.35
==========
Item 15. Indemnification of Officers and Directors
Article IV of the Registrant's Second Amended and Restated Articles of
Incorporation, as amended (the "Articles"), requires indemnification of current
or former directors of the Registrant to the fullest extent not prohibited by
the Oregon Business Corporation Act (the "Act"). The Act permits or requires
indemnification of directors and officers in certain circumstances. The effects
of the Articles and the Act (the "Indemnification Provisions") are summarized as
follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding (other than an action by or in the right of the
Company), if the person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Company, was not adjudged liable on the basis of receipt of an improper personal
benefit and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination of a
proceeding by judgment, order, settlement, conviction or plea of nolo
contendere, or its equivalent, is not, of itself, determinative that the person
did not meet the required standards of conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding by or in the right of the Company against the expenses
(including attorney fees) actually and reasonably incurred if the person
concerned acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the Company, except that no right
of indemnification will be granted if the person is adjudged to be liable to the
Company.
(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.
(d) Because the limits of permissible indemnification under Oregon law are
not clearly defined, the Indemnification Provisions may provide indemnification
broader than that described in (a) and (b).
(e) The Registrant may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if the
director or officer affirms in writing in good faith that he or she has met the
standard of conduct to be entitled to indemnification as described in (a) or (b)
above and undertakes to repay any amount advanced if it is determined that the
person did not meet the required standard of conduct.
14
<PAGE>
The Registrant may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.
Item 16. Exhibits
5.1 Opinion of Stoel Rives LLP*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1)*
24.1 Powers of Attorney
* Filed as an Exhibit to the Registration Statement on Form S-3 filed with
the Commission on April 4, 1997.
** Included on signature page of Registration Statement on Form S-3 as filed
with the Commission on April 4, 1997.
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 a 20% 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) of this section 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 section
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
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the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To 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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(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 provisions described in Item 14, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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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 Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Oregon, on August 1,
1997.
PRAEGITZER INDUSTRIES, INC.
By /s/ Matthew J. Bergeron
-------------------------------------
Matthew J. Bergeron
Chief Operating Officer,
Executive Vice President and Director
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.
Signature Date Title
--------- ---- -----
Principal Executive Officer:
/s/ Robert L. Praegitzer* August 1, 1997 Chief Executive Officer,
- ------------------------------ Chairman, and President
Matthew J. Bergeron
Principal Financial and Accounting Officer:
/s/ William J. Thale August 1, 1997 Vice President and Chief
- ------------------------------ Financial Officer
William J. Thale
/s/ Matthew J. Bergeron August 1, 1997 Chief Operating Officer,
- ------------------------------ Executive Vice President,
Matthew J. Bergeron and Director
/s/ Robert G. Baldridge* August 1, 1997 Senior Vice President
- ------------------------------ and Director
Robert G. Baldridge
/s/ Daniel J. Barnett* August 1, 1997 Senior Vice President
- ------------------------------ and Director
Daniel J. Barnett
/s/ Charles N. Hall* August 1, 1997 Director
- ------------------------------
Charles N. Hall
/s/ William L. Healy* August 1, 1997 Director
- ------------------------------
William L. Healy
- ------------------------------ Director
Merrill A. McPeak
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/s/ Sally Praegitzer* August 1, 1997 Director
- ------------------------------
Sally Praegitzer
/s/ T.L. Stebbins* August 1, 1997 Director
- ------------------------------
T.L. Stebbins
*By /s/ Matthew J. Bergeron August 1, 1997
---------------------------
Matthew J. Bergeron
(Attorney-in-fact)
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EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Stoel Rives LLP*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1)*
24.1 Powers of Attorney**
* Filed as an Exhibit to the Registration Statement on Form S-3 filed with
the Commission on April 4, 1997
** Included on signature page of the Registration Statement on Form S-3 filed
with the Commission on April 4, 1997
19
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement of Praegitzer Industries, Inc. on Form S-3 of our report
No. 333-01228 dated August 16, 1996, appearing in the Annual Report on Form 10-K
of Praegitzer Industries, Inc. for the year ended June 30, 1996 and our report
on the financial statements of Trend Circuits, Inc. dated August 16, 1996,
appearing in Form 8-K dated August 28, 1996 as amended on November 8, 1996 and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
August 5, 1997
