<PAGE>
As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE JPM COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1702908
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Route 15 North
Lewisburg, PA 17837
(717) 524-8200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
John H. Mathias
Route 15 North
Lewisburg, PA 17837
(717) 524-8200
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copies of all communications to:
Scott C. Penwell, Esq.
Duane, Morris & Heckscher LLP
P.O. Box 1003
305 North Front Street
Harrisburg, PA 17108-1003
(717) 237-5500
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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. [_]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Proposed Maximum
Title of Each Class of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share (1) Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par value 791,170 Shares $25.75 $20,372,627.50 $6,173.52
$.000067
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
------------------------
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 that 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>
DATED ______________, 1997
791,170 Shares
[LOGO OF JPM APPEARS HERE]
Common Stock
--------------------
The shares of common stock, par value $.000067 (the "Common Stock"), offered
hereby (the "Shares"), are being sold by certain stockholders (the "Selling
Stockholders") of The JPM Company (the "Company"). The Company will not receive
any proceeds from the sale of Shares by the Selling Stockholders. See "Selling
Stockholders."
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol JPMX. On September __, 1997, the last reported sale price of the Common
Stock on the Nasdaq National Market was $____ per share.
--------------------
Prospective investors should carefully consider the factors set forth under
"Risk Factors" beginning on page 3.
--------------------
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.
<PAGE>
<TABLE>
<CAPTION>
=================================================================================================================
Underwriting Discounts Proceeds to Proceeds to Selling
Price to Public and Commissions Company (1) Stockholders (2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per share.................. $_____ $0 $0 $_____
Total...................... $_____ $0 $0 $_____
=================================================================================================================
</TABLE>
(1) As of the date of this Registration Statement, no underwriting discounts or
commissions are expected to be paid. However, in the event that the Selling
Stockholders utilize the services of broker-dealers in connection with the sale
of the Shares, such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholders. The
Company will not incur any of these costs. To the extent that such compensation
is paid to broker-dealers by the Selling Stockholders in connection with the
sale of the Shares, the amount of such compensation is not calculable at this
time.
(2) Before deducting estimated expenses of approximately $32,000 payable by the
Company. The Company will not receive any of the proceeds from the sales of the
Shares offered hereby.
--------------------
The date of this Prospectus is _______________, 1997.
ii
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company with the Commission in accordance
with the Exchange Act may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and may be available at the following
Regional Offices of the Commission: Chicago Regional Office, Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such materials can be obtained at prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company makes filings of reports, proxy statements
and other information pursuant to the Exchange Act with the Commission
electronically, and such materials may be inspected and copied at the
Commission's Web site (http://www.sec.gov). In addition, material filed by the
Company can be inspected at the offices of the Nasdaq Stock Market, 1735 K St.,
NW, Washington, DC 20006, on which the shares of Common Stock are listed.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete and, in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. Copies of the Registration Statement, including all exhibits thereto,
may be obtained from the Commission's principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission, or may be examined without
charge at the offices of the Commission described above.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1996, March 31, 1997, and June 30, 1997;
3. The Company's Current Reports on Form 8-K dated March 12, June 4,
August 20, and August 29, 1997;
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act on
April 29, 1996; and
5. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1996.
In addition, all reports and other documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents. Any statement
contained herein or in a document incorporated or
iii
<PAGE>
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (in the case of any statement in an incorporated document filed
with the Commission prior to the date of this Prospectus) or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such 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 or all of the
documents referred to above which have been incorporated by reference herein
(other than exhibits to such documents which are not specifically incorporated
by reference into such documents). Such requests should be directed to William
D. Baker, Vice President, Chief Financial Officer & Treasurer, The JPM Company,
Route 15 North, Lewisburg, Pennsylvania 17837; telephone: (717) 524-8200.
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION.................................................. iii
INCORPORATION OF DOCUMENTS BY REFERENCE................................ iii
THE COMPANY............................................................ 1
RECENT DEVELOPMENTS.................................................... 2
RISK FACTORS........................................................... 3
USE OF PROCEEDS........................................................ 6
DIVIDEND POLICY........................................................ 6
SELLING STOCKHOLDERS................................................... 7
PLAN OF DISTRIBUTION................................................... 8
LEGAL MATTERS.......................................................... 8
INDEMNIFICATION........................................................ 8
</TABLE>
iv
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THE COMPANY
The Company is a leading independent manufacturer of cable assemblies and
wire harnesses for original equipment manufacturers ("OEMs") in the computer,
networking and telecommunications sectors of the global electronics industry.
Its principal executive offices are located at Route 15 North, Lewisburg,
Pennsylvania, 17387 with a telephone number of (717) 524-8200. The Company has
operated continuously since 1949 and today manufactures a wide spectrum of
products which transfer power or transmit voice, data or video within the OEMs
equipment or to external connections. Principal applications of the Company's
products include computers, network bridges and routers, self-service terminals
(including automatic teller machines), PBX switching equipment, cellular digital
switching equipment, industrial electrical controls and medical electronic
equipment. By integrating its design and engineering capabilities with its
customers' product development activities, the Company customizes its products
to satisfy its customers' particular needs in a price-competitive manner.
As a result of international expansion, the Company now has manufacturing
facilities in several important geographic markets. The North American market is
served by facilities in Lewisburg and Beaver Springs, Pennsylvania, Winnsboro,
South Carolina, and San Jose, California. With the April 1995 acquisition of
Electronica Pantera, S.A. de C.V. ("Pantera") located in Guadalajara, Mexico,
(the "Guadalajara Facility") the Company further expanded its North American
production operations. In June 1997, the Company acquired all of the common
stock of Denron, Inc. ("Denron"), which manufactures cable assemblies and wire
harnesses in San Jose, California (the "San Jose Facility"). As a result of the
merger with Denron, the Company has manufacturing services arrangements with
companies in Taipei, Taiwan and in the People's Republic of China. In August
1997, the Company acquired the assets of Corma GmbH and Corma s.r.o. ("Corma")
which has manufacturing facilities in Bor, Czech Republic (the "Bor Facility")
and a related distribution facility in Leuchtenberg, Germany (the "Leuchtenberg
Facility"). Each of the Company's manufacturing facilities is capable of
producing the full range of the Company's products, uses cross-trained teams
working in cells or on continuous flow manufacturing lines and introduces
automation in as many production areas as possible.
Large international OEMs have historically outsourced the customized cable
assemblies and wire harnesses required to complete their products to
manufacturers such as the Company. Outsourcing and related manufacturing
opportunities are the result of the following interrelated trends: increased
supplier consolidation by OEM customers; substantial growth in demand for
electronic products accompanied by accelerated product development cycles and
shortened product life cycles; OEM inventory management programs requiring
suppliers to shorten manufacturing cycles and customize delivery programs;
increased use of electronic commerce reducing OEMs transaction costs and product
procurement cycles; increased OEM demands for high quality standards and ISO
certification; increased use of molded cable assemblies; and adoption of
standard protocols, interfaces and interconnect devices.
Key elements of the Company's business strategy to target these
manufacturing opportunities are to:
. focus on providing customers with the highest level of customer service
through teams comprised of sales, quality assurance, engineering,
purchasing and manufacturing personnel;
. enhance its relationships with existing OEM customers such as Nortel,
Compaq, IBM, Diebold, Hewlett-Packard and Lucent Technologies by
providing extensive support and value-added services and features while
maintaining flexible manufacturing capabilities;
. create new relationships with large and mid-sized OEMs, such as those
recently established with Cisco Systems, Qualcomm, Alcatel, Solectron
and Symbios Logic;
. deliver local customized support for its customers through multiple
international points for sales, engineering, manufacturing and
distribution;
1
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. increase manufacturing capabilities through multiple international
points for sales, engineering, manufacturing and distribution;
. capitalize on its independence from connector and wire manufacturers by
impartially selecting components integrated into its products to
satisfy more precisely and cost effectively a customer's particular
demands or requirements;
. emphasize continuous quality improvements in its ISO certified
manufacturing facilities; and
. introduce applied automation to increase productivity, shorten
manufacturing times, improve safety and increase product and process
reliability.
RECENT DEVELOPMENTS
Denron Merger. In June 1997, the Company merged with Denron, Inc. a
manufacturer of cable assemblies and wire harnesses in San Jose, California. The
merger with Denron provides the Company with an expanded customer base and local
manufacturing facilities to serve the growing number of West Coast technology
companies. As a result of its merger with Denron, the Company also has
manufacturing services arrangements with companies in Taipei, Taiwan and the
People's Republic of China providing the Company with multiple delivery points
in the Far East.
The Company issued 791,170 shares of Company Common Stock in exchange for
all of the outstanding common stock of Denron. The transaction was accounted for
as a pooling of interests.
Corma Acquisition. In August 1997, the Company acquired the assets of Corma
which has manufacturing facilities in Bor, Czech Republic and a related
distribution facility in Leuchtenberg, Germany from Corma. The acquisition of
the Bor Facility and the Leuchtenberg Facility provides additional ISO certified
facilities to the Company enabling it to support and expand the Company's
international customer base, including Interbold, the joint venture between IBM
and Diebold for ATM's in the European market.
Recent Accounting Pronouncements. In February 1997, the Financial
Accounting Standards Board issued Statement No. 128, "Earnings per Share" (SFAS
128), which establishes new standards for computing and presenting earnings per
share ("EPS"). SFAS 128 replaces the presentation of primary EPS with a
presentation of basic EPS. It also requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with a complex
capital structure. SFAS 128 is effective for financial statements issued for
periods ending after December 15, 1997 and earlier adoption is not permitted.
EPS included in the accompanying financial information is computed in accordance
with APB Opinion No. 15, "Earnings Per Share." Had the provisions of SFAS 128
been effective for the periods presented, the Company's basic EPS and diluted
EPS on a pro forma basis would be as follows:
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
----- ----- ----- ------- -----
<S> <C> <C> <C> <C> <C>
Basic EPS $0.51 $0.15 $0.02 ($0.01) $0.01
Diluted EPS $0.48 $0.15 $0.02 ($0.01) $0.01
</TABLE>
2
<PAGE>
RISK FACTORS
This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act that
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth below and elsewhere in this
Prospectus. The following risk factors should be carefully considered before
purchasing the Common Stock offered hereby.
Reliance on Key Customers. Historically, relatively few customers have
accounted for a substantial portion of the Company's net sales and the Company
expects a significant portion of its future net sales to remain concentrated
within a limited number of customers. During the nine months ended June 30,
1997, sales to Diebold Incorporated ("Diebold"), Northern Telecom ("Nortel") and
International Business Machines ("IBM") accounted for 17%, 16%, and 14% of total
sales of the Company, respectively. In fiscal 1996, sales to Diebold, Nortel,
and IBM represented 26%, 10% and 22% of total sales of the Company,
respectively. Because the industry is currently undergoing supplier
consolidation, it is possible that the Company may lose one or more of its major
customers as a result of such consolidation. A significant decrease in business
from, or the loss of, any of its major customers would have a material adverse
effect on the Company. In addition, substantially all of the Company's sales to
certain customers are sales of components that customers incorporate into
certain models or products of their own. Decisions by such customers to
emphasize certain models over others or discontinue certain products may have a
material adverse effect on the Company. Although the Company regularly seeks to
identify new key customers, the development of such relationships with such
customers is normally an extended process which can take up to 18 months.
Moreover, the start up of new programs for new and existing customers can have
an initial negative effect on productivity and related gross margins.
Dependence on Production Forecasts. A substantial portion of sales in a
given quarter depends upon obtaining orders for products to be manufactured and
shipped in the same quarter in which those orders are received. While the
Company monitors its customers' needs, it typically has a small backlog relative
to total sales, and a significant portion of its orders are placed on a demand-
pull basis for production and delivery within a few days. As a result, the
timing of revenue may be affected by increases or decreases in production volume
in response to fluctuations in customer demand, introduction of replacement
products by customers and balancing of customers' inventory to their production
requirements, all of which reflect the shortening product life cycles inherent
in the electronics industry.
Dependence on Key Personnel. The Company's success depends to a significant
extent on its key management and technical personnel, particularly John H.
Mathias, the Chief Executive Officer, and James P. Mathias, the Chief Operating
Officer. Certain members of senior management, including John and James Mathias,
are subject to employment agreements which are terminable by either party upon
thirty days prior written notice. Competition for employees with requisite
technical, management and other skills is intense. The loss of any of the
Company's existing key personnel or the inability to attract and retain key
employees in the future could have a material adverse effect on the Company's
financial condition and results of operations.
Management of Growth and Acquisitions. The Company is experiencing
significant growth and intends to continue to expand its operations. The
Company's net sales have increased from $41.4 million in fiscal 1994 to $85.5
million in fiscal 1996. Continued growth of the size and complexity of its
business is expected to continue to place strain on the Company's management,
production, technical, financial and other resources. To manage growth
effectively, the Company must add manufacturing capacity and personnel while
maintaining a high level of quality and manufacturing efficiency and must
continue to enhance its operational, financial and management systems,
successfully expand, train and manage its employee base and attract additional
executive management. There can be no assurance that the Company will be able to
continue its growth or manage such growth effectively
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and the failure to do so could have a material adverse effect on the Company's
business, financial condition and results of operations.
In addition, the Company's future growth may depend in part upon its
success in identifying suitable new acquisitions. Although the Company believes
it has been successful in the cases of the Guadalajara Facility, the San Jose
Facility, the Bor Facility and the Leuchtenberg Facility, there can be no
assurance that the Company will be able to continue to identify, acquire or
profitably manage additional businesses or successfully integrate acquired
businesses, if any, into the Company without substantial costs, delays or other
operational or financial difficulties. Further, acquisitions may involve a
number of special risks, including adverse effects on the Company's operating
results, diversion of management's attention, failure to retain key personnel,
risks associated with unanticipated events and amortization of acquired
intangible assets, some or all of which could have a material adverse effect on
the Company's business, financial condition or results of operations. In
addition, if competition for acquisition candidates develops or increases, the
cost of acquiring businesses could increase materially. Unfavorable developments
at a single acquired company could have a material adverse impact on the
reputation and business of the Company as a whole. In addition, there can be no
assurance that acquired businesses, if any, will achieve anticipated revenues
and earnings. The inability of the Company to implement and manage its
acquisition strategy successfully may have an adverse effect on the business or
future prospects of the Company.
Risks Associated with International Sales and Operations. During the past
three years, the Company has added significant manufacturing operations in
Mexico and the Czech Republic. During that same time, the Company has added
important sales and distribution sites in Taipei, Taiwan, the People's Republic
of China and Germany. Sales and operations outside of the United States are
subject to certain inherent risks, including potential border crossing
difficulties, currency fluctuations, inflationary pressures, unexpected changes
in regulatory requirements, tariffs and barriers, changes in political climate,
difficulties in coordinating, managing and expanding foreign operations, labor
union issues, government-mandated compensation regulations, increases in
employee turnover and potentially adverse tax consequences. Any of the foregoing
could have a material adverse effect on the Company's business, financial
condition and results of operations. In particular, although the Company's
international sales are primarily denominated in U.S. dollars, portions of the
Company's expenses are denominated in pesos and Deutsche Marks. The Company is
not currently engaging in hedging transactions to reduce this risk. Currency
exchange fluctuations in Mexico, Germany and other countries where the Company
does business could materially, adversely affect the Company's business,
financial condition and results of operations.
Dependence on Key Suppliers. During 1996, the Company estimates that
purchases of wire and cable and purchases of connectors represented
approximately 24% and 52%, respectively, of the Company's total material
purchases. During this period, the Company estimates it purchased approximately
45% and 32% of its wire and cable from NORDX/CDT Corp. ("NORDX") and Madison
Cable Corporation ("Madison"), respectively, and approximately 50% of its
connectors from AMP Incorporated ("AMP"). AMP competes with the Company in the
cable assembly and wire harness business and recently acquired Madison. In
addition, other Company suppliers may begin manufacturing cable assemblies and
wire harnesses and adversely affect the Company's business by directly competing
with the Company or by ceasing or delaying the sale of materials to the Company.
Although the Company believes that wire, cable and connectors are generally
available from several domestic and international sources, customers often
specify that the Company purchase these components from particular
manufacturers. Accordingly, the loss of or interruption in the supply from any
of the Company's key suppliers could materially, adversely affect the Company's
business, financial condition and results of operations.
Competition. The Company operates in an international market characterized
by intense competition. The Company competes with many other firms, a number of
which have substantially greater financial, management and marketing resources
than the Company. The Company believes that customers select manufacturers of
wire harnesses and cable assemblies primarily based on competitive factors such
as quality, production capacity, breadth of product line, engineering support
capability, price, local support capability, systems support and financial
strength. There can be no assurance that the Company will be able to
successfully compete in the future.
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Proprietary Information and Technological Change. The Company believes that
its ability to compete with other manufacturers is dependent primarily on its
technical and design expertise and production processes and in part on its
ability to anticipate and respond to new technologies and applications and
incorporate such changes in its products and services. The Company relies on a
number of trade secrets and other unpatented proprietary information in its
operations. Although the Company seeks to protect proprietary information
through the use of confidentiality agreements, there can be no assurance that
this will prevent the unauthorized disclosure or use of the Company's technical
knowledge, practices and procedures. The Company currently holds no patents and
does not generally rely on patented technology. There can be no assurance that
others will not independently develop products similar to those of the Company,
duplicate the Company's products or obtain patents which will require the
Company to design around such patents, if such design is possible. No claims
have been asserted against the Company for infringement of the proprietary
rights of third parties. There can be no assurance, however, that third parties
will not assert infringement claims against the Company in the future.
Risk of Loss of ISO Certification. The Company is ISO certified at each of
its manufacturing locations. The ISO certification assures customers of certain
minimum manufacturing standards and thereby allows the Company to use a single
set of manufacturing standards for all processes and products, rather than
customizing manufacturing standards for each customer. The Company's facilities
are subject to periodic recertification to ensure continued compliance with ISO
standards which have continued to become more stringent. Because the Company's
customers have increasingly required their suppliers to be so certified, a loss
of this certification may materially affect the demand for the Company's
products, its relationship with its customers and the need to customize
manufacturing operations for each customer.
Variability of Quarterly Results. The Company's quarterly and annual
operating results have fluctuated significantly in the past, and may fluctuate
significantly in the future, depending upon a variety of factors, including: the
timing of its customers' product life cycles; the Company's reliance on key
customers; the Company's management of growth and acquisitions; changes in
pricing by the Company, its competitors, customers or suppliers; the mix of
products sold; possible disruptions of operations caused by expanding existing
facilities or moving into new facilities or by extraordinary weather conditions
such as the 1995-96 winter storms in the Northeastern United States; political
and economic stability in Mexico, Germany and the Czech Republic; seasonal
patterns of spending; manufacturing inefficiencies associated with the start up
of new products and the ability to produce products in volume to meet customer
requirements; and various competitive factors including price-based competition
and competition from vendors employing other technologies. In addition, the
Company is subject to the same fluctuations in annual business cycles as its OEM
customers.
Government Regulation. The Company is subject to a variety of foreign,
federal, state and local laws, rules and regulations relating to, among other
things, the health and safety of its work force, emissions to the air, discharge
to the waters and the generation, handling, storage and transportation of waste
and other materials. The Company believes that it is currently in compliance in
all material respects with such laws, rules and regulations. However, failure to
so comply could result in substantial liability to the Company, suspension or
cessation of the Company's operations, restrictions on the Company's ability to
expand at its present locations or requirements for the acquisition of
additional equipment or other significant expense.
Concentration of Stock Ownership; Anti-Takeover Protections. The directors,
executive officers and their respective affiliates beneficially own
approximately 54.1% of the outstanding Common Stock. Consequently, these
stockholders will be able to exercise significant influence over all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. This influence, together with applicable
statutory provisions under Pennsylvania law and certain measures included in the
Company's Amended and Restated Articles of Incorporation, including the ability
of the Board of Directors to issue one or more series of preferred stock without
shareholder approval and the election of directors in three classes on a
staggered basis, could deter or delay unsolicited changes in control of the
Company.
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Limited Public Market; Possible Volatility of Stock Price. The Common Stock
has traded on the Nasdaq National Market since April 1996 and has a limited
public market history. There can be no assurance that future market prices for
the shares will equal or exceed the price to the public set forth on the cover
page of this Prospectus. The trading price of the Company's Common Stock has
been, and is likely to continue to be, highly volatile and could be subject to
wide fluctuations in response to quarterly fluctuations in operating results;
announcements of technological innovations or new products by the Company or its
competitors; changes in financial estimates by securities analysts; fluctuations
in economic and financial market conditions, or other events or factors. In
addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the market price of equity
securities of many high technology companies and that often have been unrelated
to the operating performance of such companies. These broad market fluctuations
may adversely affect the market price of the Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby.
DIVIDEND POLICY
The Company has never paid dividends on shares of its Common Stock. The
Company intends to retain future earnings for use in its business and does not
anticipate paying cash dividends on its Common Stock in the foreseeable future.
The payment of dividends in the future, if any, will be determined by the Board
of Directors of the Company and will depend on the Company's financial
condition, results of operations, capital requirements and such other factors as
the Board of Directors deems relevant.
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SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to the Selling Stockholders. The Company will not
receive any proceeds from the sale of such Shares. Based on information provided
by the Selling Stockholders, set forth below is the beneficial ownership of the
Selling Stockholders, respectively, before and after the offering. Beneficial
ownership after the offering, however, will depend on the number of Shares sold
by each Selling Stockholder. Assuming all Shares are sold, the Selling
Stockholders will not beneficially own any Shares after completion of the
offering. The Selling Stockholders acquired their Shares in connection with the
merger of Denron, Inc. with the Company pursuant to which the Company acquired
100 percent of the outstanding shares of common stock of Denron, Inc. Each
shareholder of Denron, Inc. exchanged all of their shares of Denron, Inc. common
stock for shares of the Company's Common Stock. The merger was consummated on
June 4, 1997.
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares to be
Name and Position Owned Prior Being Beneficially Owned
with the Company(1) to Offering Offered After Offering(3)
- ------------------- ----------- ------- --------------
Number of Number of
Shares Percent Shares Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Ronald C. Mills and 316,469 4.6% 316,469 0 0%
Marita H. Mills
Ronald Mills is Senior Vice
President of the Company
John M. Denman and 316,469 4.6% 316,469 0 0%
Linda E. Denman
John Denman is a Consultant
to the Company
Viva R. Denman 39,558 (2) 39,558 0 0%
Joseph H. Ward and 39,558 (2) 39,558 0 0%
Pamela K. Ward
Harold H. Renz 39,558 (2) 39,558 0 0%
Herbert Renz 39,558 (2) 39,558 0 0%
and Irma E. Renz
</TABLE>
- ---------------
(1) Unless otherwise stated, the Selling Stockholder has no position with the
Company.
(2) Less than one percent.
(3) Assuming all Shares offered pursuant to this offering are sold.
7
<PAGE>
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be effected from
time to time in transactions (which may include block transactions by or for the
account of the Selling Stockholders) in the over-the-counter market or in
negotiated transactions, through the writing of options on such Shares, a
combination of such methods of sale, or otherwise. Sales may be made at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated prices. The Company will receive no proceeds from the sale of the
Shares offered hereby by the Selling Stockholders.
The Selling Stockholders may effect such transactions by selling Shares
directly to purchasers, through broker-dealers acting as agents for the Selling
Stockholders, or to broker-dealers who may purchase Shares as principals and
thereafter sell the Shares from time to time in the over-the-counter market, in
negotiated transactions, or otherwise. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Stockholders and/or the purchasers for whom such broker-dealers may act
as agents or to whom they may sell as principals or both (which compensation as
to a particular broker-dealer may be in excess of customary commissions).
The Selling Stockholders and broker-dealers, if any, acting in connection
with such sale might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act and any commission received by them and any
profit on the resale of such Shares might be deemed to be underwriting discounts
and commissions under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock being offered by this Prospectus
will be passed upon for the Company and the Selling Stockholders by Duane,
Morris & Heckscher, LLP, Harrisburg, Pennsylvania.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions of its Amended and Restated Articles of
Incorporation and Amended and Restated By-laws, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses payable by the
Registrant in connection with the sale and distribution of the securities being
registered. All of the amounts shown are estimates, except the Securities and
Exchange Commission ("SEC") registration fee, the filing fee with the National
Association of Securities Dealers, Inc. ("NASD") and the Nasdaq Stock Market
application fee.
<TABLE>
<S> <C>
SEC Registration fee........................................ 6,173.52
National Association of Securities Dealers, Inc. fee........ 15,823.40
Legal fees and expenses..................................... 7,500.00
Accountants' fees and expenses.............................. 2,500.00
Total............................................. $31,996.92
=========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 1741 of the Pennsylvania Business Corporation Law (the "BCL")
provides that a corporation may indemnify any person, including officers and
directors, who are, or are threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with the action or proceeding, provided such
officer, director, employee or agent acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceedings, had no reasonable
cause to believe his or her conduct was unlawful. A Pennsylvania corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against expenses which such officer or
director actually or reasonably incurred.
The Amended and Restated Articles of Incorporation and the Amended and
Restated By-laws provide that no director of the Company will be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liabilities related to a breach of
fiduciary duty as a director if such breach constitutes self-dealing, willful
misconduct or recklessness. However, such exoneration does not apply to any
responsibility or liability pursuant to a criminal statute or liability for the
payment of taxes pursuant to local, state or federal law.
The Registrant has obtained directors' and officers' liability insurance.
II-1
<PAGE>
Item 16. Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1* Specimen Certificate of Common Stock of the Company
4.2** Registration Rights Agreement
5.1 Opinion of Duane, Morris & Heckscher LLP
23.1 Consent of Duane, Morris & Heckscher LLP (included in their opinion
to be filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (Included on page II-4)
- ------------
* Incorporated by reference from Registrant's Registration Statement
on Form S-1 filed with the Securities & Exchange Commission on
February 9, 1996, as amended (Commission File No. 333-1244).
** Incorporated by reference from Registrant's Proxy Statement, dated
May 5, 1997, for a Special Meeting of Shareholders filed on
Schedule 14A with the Securities and Exchange Commission on May 5,
1997 (Commission File No. 000-28406).
Item 17. Undertakings.
The Registrant hereby undertakes that:
(a)(1) During any period in which offers or sales are being made, the
Registrant will file a post-effective amendment to this registration statement
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.
(a)(2) For purposes of determining any liability under the Securities Act
of 1933, each 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.
(a)(3) The Registrant will 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) 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 under Item 15
II-2
<PAGE>
above, 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 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.
(d)(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as a part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(d)(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
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 of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lewisburg, Pennsylvania on September 2, 1997.
THE JPM COMPANY
By:/s/ John H. Mathias
----------------------------------
John H. Mathias
Chairman and Chief Executive
Officer
Know all persons by these presents, that each person whose signature
appears below constitutes and appoints John H. Mathias and William D. Baker, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for him or her, and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ John H. Mathias Chairman, Chief Executive Officer and September 2, 1997
- --------------------------------- Director (principal executive officer)
John H. Mathias
/s/ James P. Mathias President, Chief Operating Officer and September 2, 1997
- --------------------------------- Director
James P. Mathias
/s/ William D. Baker Vice President, Chief Financial Officer and September 2, 1997
- --------------------------------- Treasurer (principal financial and
William D. Baker accounting officer)
/s/ Wayne A. Bromfield Secretary and Director September 2, 1997
- --------------------------------
Wayne A. Bromfield
/s/ Janet B. Mathias Director September 2, 1997
- ---------------------------------
Janet B. Mathias
/s/ Bruce M. Eckert Director September 2, 1997
- ---------------------------------
Bruce M. Eckert
/s/ Clifford K. Melberger Director September 2, 1997
- ---------------------------------
Clifford K. Melberger
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Exhibit
4.1* Specimen Certificate of Common Stock of the Company.
4.2** Registration Rights Agreement
5.1 Opinion of Duane, Morris & Heckscher LLP
23.1 Consent of Duane, Morris & Heckscher LLP (included in their
opinion to be filed as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (Included on page II-4)
- --------------
* Incorporated by reference from Registrant's Registration
Statement on Form S-1 filed with the Securities & Exchange
Commission on February 9, 1996, as amended.
** Incorporated by reference from Registrant's Proxy Statement,
dated May 5, 1997, for a Special Meeting of Shareholders filed on
Schedule 14A with the Securities and Exchange Commission on May
5, 1997 (Commission File No. 000-28406).
<PAGE>
Exhibit 5.1
OPINION OF DUANE, MORRIS & HECKSCHER LLP
<PAGE>
[LETTERHEAD]
LLP
September 4, 1997
The Board of Directors of
The JPM Company
Route 15 North
Lewisburg, PA 17837
Gentlemen:
We have acted as counsel to The JPM Company (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of a registration statement on
Form S-3 (the "Registration Statement") relating to the offer and sale by
certain selling stockholders of up to 791,170 shares (the "Shares") of Common
Stock, $.000067 par value, of the Company.
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares, when
issued will be duly authorized, legally and validly issued and outstanding,
fully paid and nonassessable.
We hereby consent to the use of this opinion in the Registration Statement.
Sincerely,
DUANE, MORRIS & HECKSCHER
By:/s/ Shaun R. Eisenhauer
-----------------------------
SRE:mem A Partner
<PAGE>
Exhibit 23.2
CONSENT OF PRICE WATERHOUSE LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
November 14, 1996, except as to the pooling of interests with Denron, Inc. which
is as of June 4, 1997 appearing on page 10 of The JPM Company's Current Report
on Form 8-K dated August 29, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
September 2, 1997
