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Filed Pursuant to Rule 424(b)(3)
Registration Number 333-33152
SUBJECT TO COMPLETION, DATED MARCH 31, 2000.
SIPEX CORPORATION
3,599,999 Shares
Common Stock
This prospectus is part of a registration statement that covers 3,599,999
shares of our common stock. The shares may be offered and sold from time to time
by some of our stockholders. We will not receive any of the proceeds from the
resale of the shares.
Our common stock is quoted on the Nasdaq National Market under the symbol
"SIPX". On March 30, 2000, the last reported sale price for the common stock on
the Nasdaq National Market was $29.625 per share.
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INVESTING IN OUR COMMON STOCK IS RISKY. SEE "RISK FACTORS" BEGINNING ON PAGE 2.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is March 31, 2000.
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SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere or incorporated by reference in this prospectus.
This prospectus may contain certain "forward-looking" information, as that term
is defined by (i) the Private Securities Litigation Reform Act of 1995 (the
"Act") and (ii) releases made by the Securities and Exchange Commission. Such
information involves risks and uncertainties. Our actual results may differ
materially from the results discussed in the forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed in "Risk Factors."
THE COMPANY
We design, manufacture and market innovative, high performance, high
value-added analog integrated circuits. We sell our products across the analog
semiconductor market and have targeted high-growth sectors that we believe are
especially compatible with our design and process capabilities. Applications for
our products include: telecommunications, cellular telephones, networking
products, computers, computer peripherals, notebook and desktop computers,
industrial instrumentation, aerospace and military. Our products have been
incorporated into a broad range of electronic systems and products by more than
4,500 customers worldwide.
CONTACT INFORMATION
We incorporated in Massachusetts in May 1965 under the name Hybrid Systems
Inc. In 1987, we changed our name to SIPEX Corporation. Our executive offices
are located at 22 Linnell Circle, Billerica, Massachusetts 01821, and our
telephone number is (978) 667-8700.
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RISK FACTORS
You should carefully consider the following risks before making an
investment decision. Our business, results of operations and financial condition
could be adversely affected by any of the following risks. Additional risks and
uncertainties, including those that are not yet identified or that we currently
think are immaterial, may also adversely affect our business, results of
operations and financial condition. The market price of our common stock could
decline due to any of these risks, and you could lose all or part of your
investment.
OUR QUARTERLY AND ANNUAL OPERATING RESULTS ARE VOLATILE AND DIFFICULT TO PREDICT
AND MAY CAUSE OUR STOCK PRICE TO FLUCTUATE
The semiconductor industry has been highly cyclical and is subject to
significant economic downturns. We may experience substantial period-to-period
fluctuation in future operating results due to general semiconductor industry
conditions and overall economic conditions. Our quarterly and annual operating
results have varied significantly in the past and we expect that they will
continue to fluctuate in the future. You should not rely on period to period
comparisons of our results of operations as indications of our future
performance. In some future periods, our results of operations are likely to be
below the expectation of public market analysts and investors. In this case, the
price of our common stock would likely decline. Our revenues and results of
operations are difficult to forecast and depend on a variety of factors. These
factors include the following:
- availability of foundry capacity and raw materials;
- competitive pressures on selling prices;
- the timing and cancellation of customer orders;
- changes in product mix;
- our ability to introduce new products and technologies on a timely
basis;
- introduction of products and technologies by our competitors;
- market acceptance of our and our customers' products; and
- the timing of investments in research and development, including
tooling expenses associated with product development, process
improvements and production.
As a result of the foregoing or other factors, we may experience material
fluctuations in future operating results on a quarterly or annual basis which
could substantially harm our business, financial condition and operating
results.
IT WOULD BE DIFFICULT FOR US TO ADJUST OUR SPENDING IF WE EXPERIENCE ANY REVENUE
SHORTFALLS
Our future revenues will be difficult to predict and at times in the past
we have failed to achieve our revenue expectations. Our expense levels are
based, in part, on our expectation of future revenues, and expense levels are,
to a large extent, fixed in the short term. We may be unable to adjust spending
in a timely manner to compensate for any unexpected revenue shortfall. If
revenue levels are below expectations
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for any reason, our operating results are likely to be harmed. Due to the
absence of substantial noncancellable backlog, we typically plan our production
and inventory levels based on internal forecasts of customer demand, which are
highly unpredictable and can fluctuate substantially. Because we are continuing
to increase our operating expenses for personnel and new product development and
for inventory in anticipation of increasing sales levels, our operating results
would be harmed if increased sales are not achieved. In addition, we are limited
in our ability to reduce costs quickly in response to any revenue shortfalls.
WE MAY EXPERIENCE DIFFICULTIES IN DEVELOPING AND INTRODUCING NEW OR ENHANCED
PRODUCTS NECESSITATED BY TECHNOLOGICAL CHANGES
Our future success will depend, in part, upon our ability to anticipate
changes, to enhance our current products and to develop and introduce new
products that keep pace with technological advancements and address the
increasingly sophisticated needs of our customers. Our products may be rendered
obsolete if we fail to anticipate or react to change, and, as a result, our
revenues and cash flow may be negatively impacted. Our success depends on our
ability to develop new semiconductor devices for existing and new markets, to
introduce these products in a timely manner and to have these products selected
for design into new products of our customers. The development of these new
devices is highly complex and from time to time we have experienced delays in
completing the development of new products. Successful product development and
introduction depends on a number of factors, including:
- accurate new product definition;
- timely completion and introduction of new product designs;
- availability of foundry capacity;
- achievement of manufacturing yields; and
- market acceptance of our and our customer's products.
Our success also depends upon our ability to accurately specify and certify the
conformance of our products to applicable standards and to develop our products
in accordance with customer requirements. We cannot assure you that we will be
able to adjust to changing market conditions as quickly and cost-effectively as
necessary to compete successfully. Furthermore, we cannot assure you that we
will be able to introduce new products in a timely and cost-effective manner or
in sufficient quantities to meet customer demand or that these products will
achieve market acceptance.
OUR MANUFACTURING PROCEDURES ARE VERY COMPLEX WHICH MAY RESULT IN MANUFACTURING
DIFFICULTIES
Our manufacturing processes are highly complex and are continuously being
modified in an effort to improve yields and product performance. Process changes
can result in interruptions in production or significantly reduced yields that
could result in product introduction or delivery delays. In addition, yields can
be adversely affected by minute impurities in the environment or other problems
that occur in the complex manufacturing process. Many of these problems are
difficult to diagnose and time-consuming or expensive to remedy. From time to
time, we have experienced yield variances. In particular, new process
technologies or new products can be subject to especially wide variations in
manufacturing yields and efficiency. We cannot assure you that our foundry or
those of our suppliers will not experience yield variances or other
manufacturing problems that result in product introduction or delivery delays.
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BRINGING OUR NEW WAFER FABRICATION FACILITY TO FULL OPERATING CAPACITY COULD
TAKE LONGER AND COST MORE THAN WE ANTICIPATED
Our new wafer fabrication facility in Milpitas, California began
production in the second half of 1999. The facility is a sophisticated, highly
complex, state-of-the-art factory. Actual production rates depend upon the
reliable operation and effective integration of a variety of hardware and
software components. We cannot assure you that all of these components will be
fully functional or successfully integrated within the currently projected
schedule or that the facility will achieve the forecasted yield targets. Our
inability to achieve and maintain acceptable production capacity and yield
levels could adversely impact our gross margins, profitability and financial
condition. In addition, the amount of capital expenditures required to bring the
facility to full operating capacity could be greater than we currently
anticipate. Higher costs to bring the facility to full operating capacity will
reduce our margins and could harm our business.
WE RELY ON OUTSIDE FOUNDRIES TO SUPPLY WAFERS AND THOSE FOUNDRIES MAY NOT
PRODUCE AT ACCEPTABLE LEVELS
We currently rely on outside foundries to supply fully processed
semiconductor wafers. This reliance on outside foundries presents the following
potential risks:
- lack of adequate wafer supply;
- limited control over delivery schedules;
- unavailability of or delays in obtaining access to key process
technologies; and
- limited control over quality assurance, manufacturing yields and
production costs.
Additionally, the manufacture of integrated circuits is a highly complex and
technologically demanding process. Our third-party foundries have, from time to
time, experienced lower than anticipated manufacturing yields, particularly in
connection with the introduction of new products and the installation and
start-up of new process technologies. We cannot assure you that our outside
foundries will not experience lower than expected manufacturing yields in the
future.
Additionally, we purchase fully processed semiconductor wafers from
outside foundries and we do not have a guaranteed level of production capacity
at any of our foundries. The ability of each foundry to provide wafers to us is
limited by the foundry's available capacity. We cannot assure you that our
third-party foundries will allocate sufficient capacity to satisfy our
requirements. We experienced decreased allocations of wafer supplies from our
Taiwanese supplier during the second half of 1999 which reduced our capacity to
ship products, and, thus, recognize revenue. Additionally, any sudden reduction
or elimination of any primary source or sources of fully processed wafers could
result in a material delay in the shipment of our products. If any other delays
or shortages occur in the future our revenues and business will be harmed.
THE EXPECTED BENEFITS FROM OUR ACQUISITION OF CALOGIC MAY NOT OCCUR
We acquired Calogic with the expectation that the acquisition would
provide the following benefits:
- cost savings related to the elimination of redundant activities;
- the opportunity to generate revenue from new customers and new
products;
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- operating efficiencies such as combined managerial, sales, marketing
and technological expertise and personnel; and
- other synergies due to strategic fit and compatibility, including
common equipment platforms and information systems.
We may not realize any of the anticipated benefits of the acquisition.
Integrating Calogic's operations and personnel with our business has been, and
continues to be, a complex and difficult process. Achieving the benefits of the
acquisition will depend upon the successful integration of Calogic's business in
an efficient and timely manner. The integration of Calogic with our operations
could require additional costs and expenses as well as demands on management
personnel. The diversion of the attention of our management and any difficulties
encountered in the process of combining our companies could cause the disruption
of, or a loss of momentum in our activities. Further, we may experience
customer, supplier or employee attrition as a result of the acquisition. We
cannot assure you that the acquisition will have a favorable impact on our
business in the future.
WE HAVE SIGNIFICANT CAPITAL REQUIREMENTS TO MAINTAIN AND GROW OUR BUSINESS
In order to remain competitive, we must continue to make significant
investments in our facilities and capital equipment. We may seek additional
equity or debt financing from time to time and cannot be certain that additional
financing will be available on favorable terms, if at all. Moreover, any future
equity or convertible debt financing will decrease the percentage of equity
ownership of existing stockholders and may result in dilution, depending on the
price at which the equity is sold or the debt is converted.
WE MUST COMPLY WITH SIGNIFICANT ENVIRONMENTAL REGULATIONS WHICH IS DIFFICULT AND
EXPENSIVE
We are subject to a variety of federal, state and local governmental
regulations related to the use, storage, discharge and disposal of toxic,
volatile or otherwise hazardous chemicals used in our manufacturing process.
Although we believe that our activities conform to presently applicable
environmental regulations, the failure to comply with present or future
regulations could result in fines being imposed on us, suspension of production
or a cessation of operations. Any failure by us to control the use of, or
adequately restrict the discharge of, hazardous substances, or otherwise comply
with environmental regulations, could subject us to significant future
liabilities. In addition, we cannot assure you that we have not in the past
violated laws or regulations, which violations could result in remediation or
other liabilities, or that past use or disposal of environmentally sensitive
materials in conformity with then existing environmental laws and regulations
will not result in remediation or other liabilities under current or future
environmental laws or regulations.
WE MAY NOT SUCCESSFULLY EXPAND OUR SALES AND DISTRIBUTION CHANNELS
An integral part of our strategy is to expand our sales and distribution
channels. We are increasing resources dedicated to developing and expanding
these channels but we may not be successful doing so. If we are successful in
increasing our sales through indirect sales channels, we expect that those sales
will be at lower per unit prices than sales through direct channels, and revenue
we receive for each sale will be less than if we had sold the same product to
the customer directly. Selling through indirect channels may also limit our
contact with our customers. As a result, our ability to accurately forecast
sales, evaluate customer satisfaction and recognize emerging customer
requirements may be hindered.
Even if we successfully expand our distribution channels, any new
distributors may not have the technical expertise required to market and support
our products successfully. If parties do not provide
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adequate levels of services and technical support, our customers could become
dissatisfied, we would have to devote additional resources for customer support
and our brand name and reputation could be harmed.
Our strategy of marketing products directly to our customers and
indirectly through distributors may result in distribution channel conflicts.
Our direct sales efforts may compete with those of our indirect channels and, to
the extent different distributors target the same customers, distributors may
also come into conflict with each other. Although we have attempted to manage
our distribution channels to avoid potential conflicts, channel conflicts may
harm our relationships with existing sales representatives or distributors or
impair our ability to attract sales representatives.
OUR FUTURE SUCCESS DEPENDS ON RETAINING OUR KEY PERSONNEL AND ATTRACTING AND
RETAINING ADDITIONAL HIGHLY QUALIFIED EMPLOYEES
Our success depends upon the continued service of our executive officers
and other key management and technical personnel, and on our ability to continue
to attract, retain and motivate qualified personnel, such as experienced analog
circuit designers. The competition for these employees is intense. Most of our
employees are employees at-will and we have no fixed term employment agreements
with most employees which means that they can terminate their employment at any
time. We cannot assure you that we will be able to retain our design engineers,
executive officers and other key personnel. The loss of the services of one or
more of our design engineers, executive officers or other key personnel or our
inability to recruit replacements for these personnel or to otherwise attract,
retain and motivate qualified personnel could seriously impede our success.
WE MAY FACE SIGNIFICANT RISKS IN EXPANDING OUR INTERNATIONAL OPERATIONS
We derive a significant portion of our net sales from international sales,
including Asia, which involve a number of additional risks, including the
following:
- impact of possible recessionary environments in economies outside
the United States;
- longer receivables collection periods and greater difficulty in
accounts receivable collection;
- reduced protection for intellectual property rights in some
countries;
- foreign currency exchange rate fluctuations;
- difficulties in staffing and managing foreign operations;
- the burdens of complying with a variety of foreign laws; and
- political and economic instability.
If our international operations expand, an increasing portion of our revenues
will be denominated in foreign currencies, subjecting us to fluctuations in
foreign currency exchange rates. We do not currently engage in foreign currency
hedging transactions. However, as we continue to expand our international
operations, exposures to gains and losses on foreign currency transactions may
increase. We may choose to limit our exposure by the purchase of forward foreign
exchange contracts or similar hedging strategies. The currency exchange strategy
that we adopt may not be successful in avoiding exchange-related losses. In
addition, the
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above-listed factors may cause a decline in our future international revenue
and, consequently, may harm our business.
WE HAVE ONLY LIMITED PROTECTION FOR OUR PROPRIETARY TECHNOLOGY
Our success depends in part on our ability to obtain patents and licenses
and to preserve other intellectual property rights covering our products and
development and testing tools. We have obtained some patents and intend to
continue to seek patents on our inventions when appropriate. The process of
seeking patent protection can be time consuming and expensive and we cannot
assure you that patents will issue from currently pending or future applications
or that our existing patents or any new patents that may be issued will be
sufficient in scope or strength to provide meaningful protection or any
commercial advantage to us.
We cannot assure you that foreign intellectual property laws will protect
our intellectual property rights. Furthermore, we cannot assure you that others
will not independently develop similar products, duplicate our products or
design around any of our patents. We may be subject to, or may initiate
interference proceedings in the patent office, which can demand significant
financial and management resources.
WE MAY BECOME SUBJECT TO INFRINGEMENT CLAIMS
Although we do not believe that our products infringe the proprietary
rights of any third parties, we have in the past been subject to infringement
claims and third parties might assert infringement claims against us or our
customers in the future. Furthermore, we may initiate claims or litigation
against third parties for infringement of our proprietary rights or to establish
the validity of our proprietary rights. Litigation, either as plaintiff or
defendant, would cause us to incur substantial costs and divert management
resources from productive tasks. Any litigation, regardless of the outcome,
could harm our business.
If it appears necessary or desirable, we may seek licenses to intellectual
property that we are allegedly infringing. We may not be able to obtain licenses
on acceptable terms. The failure to obtain necessary licenses or other rights
could harm our business.
IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH EXISTING OR NEW COMPETITORS, WE
WILL EXPERIENCE FEWER CUSTOMER ORDERS, REDUCED REVENUES, REDUCED GROSS MARGINS
AND LOST MARKET SHARE
We compete in markets that are intensely competitive, and which exhibit
both rapid technological changes and continued price erosion. Our competitors
include many large domestic and foreign companies that have substantially
greater financial, technical and management resources than us. Loss of
competitive position could result in price reductions, fewer customer orders,
reduced revenues, reduced gross margins, and loss of market share, any of which
would affect our operating results and financial condition. To remain
competitive, we continue to evaluate our manufacturing operations, looking for
additional cost savings and technological improvements. If we are not able to
successfully implement new process technologies and to achieve volume production
of new products at acceptable yields, our operating results and financial
condition may be affected. Our future competitive performance depends on a
number of factors, including our ability to:
- accurately identify emerging technological trends and demand for
product features and performance characteristics;
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- develop and maintain competitive products;
- enhance our products by adding innovative features that
differentiate our products from those of our competitors;
- bring products to market on a timely basis at competitive prices;
- respond effectively to new technological changes or new product
announcements by others;
- increase device performance and improve manufacturing yields;
- adapt products and processes to technological changes; and
- adopt and/or set emerging industry standards.
We cannot assure you that our design, development and introduction schedules for
new products or enhancements to our existing and future products will be met. In
addition, we cannot assure you that these products or enhancements will achieve
market acceptance, or that we will be able to sell these products at prices that
are favorable to us.
WE CONFRONT RISKS FROM THE YEAR 2000 ISSUE
We use a significant number of computer software programs and operating
systems in our internal operations, including financial, order management, and
manufacturing systems. The inability of computer software programs to accurately
recognize and process date codes designating the year 2000 and beyond could
cause systems to yield inaccurate results or create problems that interrupt our
operations. We did not experience any significant interruption of computer
systems during the critical transition from the year 1999 to 2000. Based on
tests conducted as part of our Year 2000 compliance program, we do not
anticipate any material Year 2000 issues associated with our operations
hereinafter. However, potential failures in the computer systems of our
suppliers or customers could have an indirect, adverse impact on our operations.
OUR STOCK PRICE HAS BEEN VOLATILE AND COULD CONTINUE TO REMAIN VOLATILE
The trading price of our common stock has fluctuated in the past and may
be significantly affected by a number of factors, including the following:
- actual or anticipated fluctuations in our operating results;
- announcements of technological innovations or new products by us or
our competitors;
- developments with respect to patents, copyrights or proprietary
rights;
- conditions and trends in the semiconductor or other industries; and
- general market conditions.
In addition, the public stock markets have experienced extreme price and trading
volume volatility in recent months. This volatility has significantly affected
the market prices of securities of many technology
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companies for reasons frequently unrelated to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock.
WE COULD FACE SECURITIES LITIGATION IF OUR STOCK PRICE REMAINS HIGHLY VOLATILE
In the past, securities class action litigation has often followed periods
of volatility in the market price of a company's securities. We may face
securities class action litigation in the future. Any litigation could result in
substantial costs and a diversion of management's attention and resources, which
could harm our business.
USE OF PROCEEDS
We will not receive any proceeds from the resale of the common stock by
the selling stockholders. The principal purpose of this offering is to effect an
orderly disposition of the selling stockholders' shares.
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of our shares as of February 6, 2000 and the number of shares which
may be offered by the selling stockholders. We have assumed, when calculating
the numbers in the table, that all of the shares owned by each selling
stockholder and offered pursuant to this prospectus will be sold. As of March 6,
2000, there were 21,893,189 shares of common stock outstanding. An asterisk
means that the number is less than 1%.
<TABLE>
<CAPTION>
SHARES OWNED BEFORE THE SHARES OFFERED PURSUANT TO THIS SHARES OWNED AFTER
OFFERING PROSPECTUS THE OFFERING
SELLING STOCKHOLDERS NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
- --------------------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Manuel Del Arroz 3,156,521 14.4% 3,156,521 14.4% 0 *
Cyrus Seaver 200,000 * 200,000 * 0 *
Traian Micu 100,000 * 100,000 * 0 *
Daniel Del Arroz 95,652 * 95,652 * 0 *
Edward Morris 47,826 * 47,826 * 0 *
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Total: 3,599,999 16.4% 3,599,999 16.4%
</TABLE>
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Prior to our acquisition of Calogic, we had an ongoing business
relationship with Calogic which consisted of the purchase from and sale to
Calogic of some equipment and materials. Additionally, we purchased equipment
from Calogic for our new Milipitas facility. Manuel Del Arroz was the President
of Calogic during the course of these transactions.
Manuel Del Arroz, Daniel Del Arroz and Edward Morris acquired their shares
in connection with our acquisition of Calogic on November 23, 1999. Pursuant to
the terms of a registration rights agreement entered in connection with the
acquisition, we agreed to register the shares issued to the Calogic
stockholders. The registration rights agreement is provided as Exhibit 4.3.
These rights are more fully described in the registration rights agreement.
Cyrus Seaver and Traian Micu received their shares as a result of our
purchase, in a separate transaction, of the minority interests of Alpha
Semiconductor, Inc. on November 23, 1999. Alpha Semiconductor, Inc. was a
majority owned subsidiary of Calogic. In connection with our issuance of shares
to Cyrus Seaver and Traian Micu we agreed to include the shares in the
registration rights agreement.
Manuel Del Arroz and Cyrus Seaver are presently employed by us.
The acquisition of Calogic was accounted for using the
pooling-of-interests method of accounting. The acquisition of the minority
interests of Alpha Semiconductor, Inc. was accounted for using the purchase
method of accounting.
General
Each of the selling stockholders represented to us that he was acquiring
the shares from us without any present intention of effecting a distribution of
those shares. In recognition of the fact that the selling stockholders may want
to be able to sell their shares when they consider appropriate, we agreed to
file with the Securities and
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Exchange Commission a registration statement on Form S-3 (of which this
prospectus is a part) to permit the public sale of the shares by the selling
stockholders from time to time and to use its commercially reasonable efforts to
keep the registration statement effective until the earlier of November 23,
2000 or such period as is required to satisfy our obligations under the
registration rights agreement. We will prepare and file such amendments and
supplements to the registration statement as may be needed to keep it effective
as necessary.
We have agreed to pay all expenses in connection with the registration and
resale of the shares (other than underwriting discounts and selling commissions
and the fees and expenses of counsel and other advisors to the selling
stockholders). We will indemnify the selling stockholders for any losses
incurred by them in connection with actions arising from any untrue statement of
a material fact in the registration statement or any omission of a material fact
required to be stated, unless the statement or omission was made in reliance
upon written information furnished to us by the selling stockholders. Similarly,
the registration rights agreement provides that each selling stockholder will
indemnify us and our officers and directors for any losses incurred by us in
connection with any action arising from any untrue statement of material fact in
the registration statement or any omission of a material fact required to be
stated, if the statement or omission was made in reliance on written information
furnished to us by the selling stockholder.
To the extent indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, we have been informed that in
the opinion of the Securities and Exchange Commission this indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
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PLAN OF DISTRIBUTION
The shares offered in this prospectus may be sold from time to time by the
selling stockholders for their own accounts. We will not receive any proceeds
from this offering. The selling stockholders will pay or assume brokerage
commission or other charges and expenses incurred in the resale of the shares.
The selling stockholders are not subject to any underwriting agreement.
The selling stockholders, or any parties who receive the shares from the selling
stockholders by way of a gift, donation or other transfer, may sell the shares
covered by this prospectus. The selling stockholders may sell the shares offered
by this prospectus from time to time at market prices prevailing at the time of
sale, at prices relating to the prevailing market prices or at negotiated
prices. The sales may be made in the over-the-counter market, on the Nasdaq
National Market, or on any exchange on which the shares are listed. The shares
may be sold by one or more of the following means:
- one or more block trades in which a broker or dealer will attempt to
sell all or a portion of the shares held by the selling stockholders
as agent or principal;
- purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
- in negotiated transactions; and
- through other means.
The selling stockholders may effect sales at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The selling stockholders may effect sales by selling shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions, commissions, or fees from
the selling stockholders and/or purchasers of the shares. Under the federal
securities laws, any broker-dealers that participate with the selling
stockholders in the distribution of the shares may be deemed to be underwriters
and any commissions received by them and any profit on the resale of the shares
positioned by them might be deemed to be underwriting compensation.
We intend to maintain the effectiveness of this prospectus until November
23, 2000 or such period as is required to satisfy our obligations under the
registration rights agreement between us and Calogic. We may suspend the selling
stockholders' rights to resell shares under this prospectus.
We will inform the selling stockholders that the antimanipulation rules
under Section 16 of the Securities Exchange Act may apply to sales in the market
and will furnish the selling stockholders with a copy of these rules if the
stockholders request them. We will also inform the selling stockholders that
they need to deliver a copy of this prospectus to the buyer when they sell
shares.
Our common stock is quoted on the Nasdaq National Market under the symbol
"SIPX." On March 22, 2000, the last reported sale price for the common stock
on the Nasdaq National Market was $36 per share.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission You may read and copy
any document we file at the public reference facilities, maintained by the
Securities and Exchange Commission:
<TABLE>
<S> <C> <C>
Judiciary Plaza Citicorp Center Seven World Trade Center
Room 1024 5000 West Madison Street 13th Floor
450 Fifth Street, N.W. Suite 1400 New York, New York 10048
Washington, D.C. 20549 Chicago, Illinois 60661
</TABLE>
Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 or by calling the Securities and
Exchange Commission at 1-800-SEC-0330, Our Securities and Exchange Commission
filings are also available to the public from the Securities and Exchange
Commission's website at "http://www.sec.gov."
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filing we
will make with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (File No. 000-27892):
1. Our Annual Report on Form 10-K for the year ended December 31,
1999; and
2. The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's registration statement on
Form 8-A filed with the Commission pursuant to Section 12(g) of the
Exchange Act and incorporating by reference the information
contained in the Registrant's Registration Statement on Form S-1
(SEC File No. 333-1328).
We will provide a copy of any and all of the information that is
incorporated by reference in this prospectus, not including exhibits to the
information unless those exhibits are specifically incorporated by reference
into this prospectus, to any person, without charge, upon written or oral
request.
Requests for copies of this information should be directed to Investor
Relations, SIPEX Corporation, 22 Linnell Circle, Billerica, Massachusetts 01821;
telephone number (978) 667-8700.
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. You should rely only on the information or
representations provided in this prospectus. We have authorized no one to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than
the date on the front of the document.
13
<PAGE> 15
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
EXPERTS
Our consolidated financial statements as of December 31, 1999 and 1998,
and for each of the years in the three-year period ended December 31, 1999,
incorporated by reference in this prospectus and registration statement have
been audited by KPMG LLP, independent certified public accountants, as set
forth in their report incorporated by reference herein and are included in
reliance upon such report given upon the authority of said firm as experts in
accounting and auditing.
The report of KPMG LLP covering the December 31, 1999 financial statements
contains an explanatory paragraph that states that the consolidated financial
statements as of December 31, 1998 and for the two-year period then ended, have
been restated to reflect a pooling-of-interests transaction with Calogic. The
1999 and 1998 financial statements of Calogic were audited by Sallman, Yang &
Alameda and the report of KPMG LLP, insofar as it relates to the amounts
included for Calogic as of December 31, 1998 and for each of the years in the
two-year period then ended, is based solely on the report of Sallman, Yang &
Alameda. The report of Sallman, Yang & Alameda is also incorporated by reference
herein upon the authority of said firm as experts in accounting and auditing.
14
<PAGE> 16
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You may rely only on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. Neither the delivery of this prospectus nor sale of common stock
means that information contained in this prospectus is correct after the date of
this prospectus. This prospectus is not a offer to sell or solicitation of an
offer to buy these shares of common stock in any circumstances under which the
offer solicitation is unlawful.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary.......................................... 1
Risk Factors..................................... 2
Use of Proceeds.................................. 9
Selling Stockholders............................. 10
Plan of Distribution............................. 12
Where You Can Find More Information.............. 13
Incorporation of Certain Information
by Reference.................................... 13
Legal Matters.................................... 14
Experts.......................................... 14
</TABLE>
3,599,999 SHARES
SIPEX CORPORATION
COMMON STOCK
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PROSPECTUS
March 31, 2000
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