AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 25, 1999
REGISTRATION NO. 333-75903
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXIGENT INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
59-3379927
(I.R.S. Employer Identification No.)
1225 Evans Road
Melbourne, Florida 32904-2314
407-952-7550
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Stuart P. Dawley, Esq.
Executive Vice President - General Counsel
Exigent International, Inc.
1225 Evans Road
Melbourne, Florida 32904-2314
407-952-7550
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
Laura N. Wilkinson, Esq.
Edwards & Angell, LLP
2800 BankBoston Plaza
Providence, Rhode Island 02903
401-276-6607
Approximate Date of Commencement of Proposed Sale to the Public: From time to
time after the effective date of this Registration Statement as determined by
the Selling Stockholders.
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, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY [ ], 1999
PROSPECTUS
Common Stock
1,019,080 Shares
Exigent International, Inc.
Exigent International, Inc. is offering 1,019,080 shares of its common stock
which may be issued upon exercise of your common stock purchase warrants. Each
warrant entitles you to purchase one share of Exigent's common stock for $3.00
per share. This right to purchase expires on January 30, 2000.
The warrants trade on The Chicago Stock Exchange and on the NASDAQ under the
symbol "XGNTW." Our common stock is traded on the Chicago Stock Exchange and on
the NASDAQ under the symbol "XGNT." On May 21, 1999, the closing price of our
common stock on the NASDAQ was $4.75 per share.
An investment in Exigent's common stock involves a high degree of risk. The
shares should only be purchased by persons who can afford a complete loss. See
"Risk Factors" beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus is included in a Registration Statement that was filed by
Exigent with the Securities and Exchange Commission. Holders of the warrants
cannot exercise the warrants and sell the common stock received upon exercise of
the warrants until that Registration Statement becomes effective. This
prospectus is not an offer to sell the securities or the solicitation of an
offer to buy the securities in any state where an offer to sell or the
solicitation of an offer to buy is not permitted.
The date of this Prospectus is May [ ], 1999.
<PAGE>
OVERVIEW OF EXIGENT'S BUSINESS
Exigent is a holding company which capitalizes on emerging opportunities in the
fields of satellite command and control and telecommunications. Exigent operates
exclusively through its three wholly-owned subsidiaries, Software Technology,
Inc., FotoTag, Inc. and Middleware Solutions, Inc. All of Exigent's revenue is
derived from the operations of these three subsidiary companies.
o Software Technology provides custom software, commercially available
software, and engineering services for satellite command and control
systems. In addition, an increasing part of our business is providing
"information technology" services to our customers which means that we
support or manage their hardware and software operating requirements.
Software Technology has both government and commercial customers, which
accounted for 79% and 21%, respectively, of Software Technology's revenues
for the year ended December 31, 1998.
o FotoTag sells a passenger/baggage reconciliation system for use by
airlines, airports and other commercial transportation systems, such as
cruise lines and railroads. The FotoTag(R) system consists of a proprietary
software application developed by FotoTag and other commercially available
hardware components.
o Middleware Solutions is developing inexpensive, high-performance messaging
software that facilitates the sharing of data. Middleware intends to
distribute its products directly to the end-user over the Internet or on
computer disc through the mail. Middleware is a development stage company
and is currently offering customers the opportunity to use
"Interplay(TM)Software" free of charge on a trial basis. Interplay is the
first product developed by Middleware and is for use by developers of
various software applications. As such, Middleware is not currently
receiving revenue from its products. During the trial period, we hope to
receive valuable feedback from users so that we can make a decision on
whether we should commercially sell this software. Middleware is also
developing other software products that will be marketed to developers of
software applications.
The principal office of Exigent is located at 1225 Evans Road, Melbourne,
Florida 32904-2314, telephone number (407) 952-7550.
<PAGE>
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below and the other
information in this prospectus before deciding whether to exercise the warrants
and invest in shares of our common stock. If any of the following risks actually
occur, our business, financial condition or results of operations could be
materially adversely affected. This could cause the trading price of our common
stock to decline, and you may lose part or all of your investment.
Risks Related to the Company
The failure of the market to accept our key products may require reduced product
development and adversely affect financial results.
Our earnings growth depends upon market acceptance of our commercial
off-the-shelf satellite telemetry, command and control software products,
including our base product, OS/COMET and related products. Because the space
industry historically has used customized software solutions, we cannot assure
you that our potential customers will be interested in licensing these products.
Whether potential customers will license our software depends on several
factors, including:
o how well our products perform;
o how well our products can be integrated into our customers' existing
technologies; and
o whether our customers can achieve cost savings and become more efficient by
using our software.
We incur expenses, such as product development, based in part upon our
expectations regarding future revenues. Accordingly, the failure of potential
customers to license these key products will likely necessitate a reduction in
product development and marketing expenditures which, in turn, would have a
material adverse effect on our business, financial condition and results of
operations.
Our operating results may fluctuate significantly
With regard to Software Technology's Commercial Division, the commercial
satellite communications industry is just beginning to develop. Many commercial
satellite communications programs are in the formative stages of development and
have not raised the necessary capital necessary to commence work. Rocket launch
failures and operational problems in existing commercial satellite programs are
having a material and adverse impact on the development of the industry. As
such, our operating results have fluctuated significantly in the past. We
believe that our operating results may continue to do so in the future from
quarter to quarter or on an annual basis. While it is difficult to predict when
commercial satellite programs will ultimately receive funding and commence work,
we incur expenses, such as product development, based in part upon our
expectations regarding future revenues. If we are wrong about when we receive
revenues, we may be unable to reduce spending in a timely manner if there is any
revenue shortfall. Accordingly, if our revenue declines significantly in any
period, we would likely have lower net income for that period. This could have a
material adverse effect on our business, financial condition and results of
operations. We also believe that you should not rely on past operating results
or period-to-period comparisons as an indication as to how we may perform in the
future.
In Software Technology's Government Division, all of our customers are
defense related. While we have historically seen growth in the revenue of this
Division, our operating results are subject to significant fluctuation based
upon available funding and Congressional budget appropriations. All Government
contracts can be terminated for "no cause" by our defense customers. Frequently,
funding for a particular program which Software Technology may be performing is
delayed. Often, as a result, Software Technology continues to perform under
those contracts in anticipation of receiving funding, even though no formal or
official assurances can be made. Availability of funding frequently causes our
operating results to fluctuate significantly. Accordingly, if our revenue
declines significantly in any period, we would likely have lower net income for
that period. This could have a material adverse effect on our business,
financial condition and results of operations. We also believe that you should
not rely on past operating results or period-to-period comparisons as an
indication as to how we may perform in the future.
Both FotoTag and Middleware have no meaningful revenue at this point. There
can be no assurance that products offered and sold by these subsidiary companies
will be accepted in the marketplace or that Exigent will continue to fund their
operating activities.
Our financial results may be adversely affected by changes in US government
expenditures for space-related programs.
We derive a substantial portion of our total revenues from US government
entities. Sales to US government entities, excluding government contractors,
represented in total approximately 42.0%, 45.36% and 59.3% of our total revenues
for the 12 months ended January 31, 1997 and 1998 and the fiscal year ended
December 31, 1998, respectively. As a result of this reliance on US government
entities for a significant percentage of our revenues, our business, financial
condition and results of operations may be materially affected by changes in US
government expenditures for space-related programs.
<PAGE>
Small number of customers account for large portion of commercial revenue
We anticipate that a few major customers will account for a significant
percentage of our commercial, or non-government, revenue. We cannot assure you
that these customers will continue to purchase products from us at current
revenue levels, if at all. If we lose one or more of these major customers or
one of these customers fails to place an order when anticipated, our business,
financial condition and results of operations could be adversely affected. As a
result of this customer concentration, our business is subject to significant
fluctuations.
Customers may discontinue purchases from us as a result of pressure from
divisions within their organization which are competing against us
Many of our customers are large aerospace prime contractors who, through one
division, are purchasing our products and services, and through another division
within their organization, may be marketing competing products or services.
Because we are frequently a subcontractor, the competing division may attempt to
influence or change the purchasing decisions with our customer, resulting in our
customer discontinuing its purchases of our products and services and
terminating its business relationship with us. In the event of the termination
of these business relationships, our sales of core products would decrease,
resulting in cash shortfalls and requiring additional marketing and product
development expenses to replace the lost revenue.
Costs and liability to third parties due to defects in our products may be
significant
Our software may contain errors because it is so complex. We cannot assure you
that we will find all errors in our products, or if we find errors, that we will
be able to correct such errors or failures in a timely manner, or at all. If our
products contain errors or failures, we could lose potential customers, the
market acceptance of our products could be delayed, our service and warranty
costs could increase, or we could be forced to pay damages. Further, because our
products are used in high cost production and operation of satellites, and
because many companies, governments and individuals depend on those satellites,
the costs and damages suffered by the customer and possibly other parties as a
result of such errors can be very high. Such errors or failures could cause
substantial damages, including the loss of use of a system or the complete loss
of a satellite. In addition to potential liability to third parties, errors and
failures also could cause revenues to be delayed and increase our expenses
because we would use our engineers to correct the error or failure and not to
work on new projects. Our contracts with our customers may not protect us
against these expenses or damages. In addition, we do not maintain errors and
omissions insurance to cover liability from our errors and failures. All of
these events could have a material adverse effect on our business, financial
condition or results of operations.
The length of our sales cycle increases our costs and increases the risk that we
may not ultimately procure contracts
We believe that the period of time between initial customer contact and the sale
of software to such customer is typically six to 12 months, and sometimes as
long as 24 months. The reason for this is that a potential customer will conduct
extensive and lengthy tests before deciding whether to purchase or license our
product. While the customer is making this decision, our sales and marketing
expenses will be significant. In addition, during this time period, there is a
risk that space missions or projects will be cut back or terminated, that
customer budgets will be reduced or that other conditions will arise which will
cause the customer to decide that it does not want to purchase or license our
product. Therefore, the risk associated with our lengthy sales cycle is that we
may expend substantial time and resources over the course of the sales cycle
only to realize no revenue from such efforts as a result of the customer's
decision not to purchase from us. The difficulty in predicting when our
customers will receive funding or if our commercially available products will be
accepted by the customer hinders our ability to forecast when a customer will
award us with a contract. Since our revenues are tied to particular projects,
any delays in receiving contracts, particularly if the potential contract is
significant, will have an adverse effect on our business, financial condition
and results of operations.
<PAGE>
We may not be able to protect our proprietary rights;
Our success and ability to compete are dependent, in large part, upon our
proprietary rights. To protect those rights, we rely primarily on a combination
of copyrights, trade secret laws, trademarks, patents, employee confidentiality,
non-competition and invention assignment agreements, third-party non-disclosure
agreements and other methods. The steps taken by us may not be adequate and
third parties may infringe or misappropriate our copyrights, patents and other
proprietary rights. In addition, effective trademark, patent, copyright and
trade secret protection may not be available in every country in which our
products will be sold or licensed. We may be forced to bring a lawsuit to
enforce our rights, which could result in substantial costs and take time and
attention away from our business.
We may infringe on the proprietary rights of other persons
We may be accused of infringing or misappropriating the intellectual property
rights of other persons. In our licenses and software development and
distribution agreements with our resellers, we generally agree to indemnify
those third parties for any expenses and liabilities that they incur from these
claims of infringement or misappropriation. The amount of our indemnity
obligation may be greater than the revenues we receive under the contract. If we
are sued for possible infringement or misappropriation of the rights of other
persons, even if the claims are not valid, the lawsuit could result in
substantial costs, take time and attention away from our business, cause us to
delay shipments of products or require us to enter into costly royalty or
licensing agreements. If a royalty or licensing agreement is required, and we
cannot enter into a satisfactory agreement, our business, financial condition
and results of operations could be adversely affected.
Licensing agreements with third parties may be terminated or challenged
We also license various technologies and software products from third party
developers. The agreements with these developers are generally non-exclusive and
may be terminated at any time by either party upon written notice. If the
developers terminate these agreements, develop other products that compete with
our products or provide their products and expertise to our competitors, our
business, financial condition or results of operations could be adversely
affected. Further, we may be accused of infringing or misappropriating the
intellectual property rights of other persons by using these licensed products.
If we are sued for possible infringement or misappropriation of the rights of
other persons, even if the claims are not valid, the lawsuit could result in
substantial costs, take time and attention away from our business, cause us to
delay shipments of products or require us to enter into a new costly royalty or
licensing agreements. If a new royalty or licensing agreement is required, and
we cannot enter into a satisfactory agreement, our business, financial condition
and results of operations could be adversely affected.
Competition for and failure to hire qualified technical personnel may result in
higher costs and lower revenue
We bid for and accept contracts that require us to deliver highly specialized
and complex solutions, products and services. In order to provide our customers
with the solutions they require, we need qualified engineering, technical and
sales personnel with substantial expertise in the fields of software engineering
and computer engineering. In addition to such skills, it is helpful if such
personnel have defense-related experience or expertise in the field of space
communications. Often, a further requirement will be for such personnel to
receive a security clearance from the US Government. Our previous experience
indicates that there is greater demand than available qualified employees in the
market. Due to the requirement that some of our employees receive a security
clearance from the US Government and have specific defense-related experience,
we have had in the past, and may continue to have in the future, difficulty in
finding a sufficient number of qualified employees. We compete for such
personnel with software companies and the in-house development staffs of
satellite manufacturers and equipment vendors, many of which have greater
resources than we do. This potential failure to hire and retain qualified
technical personnel may prohibit us from bidding for and accepting, or being
selected for, certain contracts and jobs. Because there is a limited number of
qualified individuals, this competition may result in higher compensation
expense and an increased turnover in technical personnel. Such turnover could
also result in the disclosure or misappropriation of our proprietary rights. As
such, if we are unable to attract, hire, train and motivate qualified technical
personnel, we may not be able to conduct and expand our operations successfully.
This may have a material adverse effect on our business, financial condition and
results of operations.
<PAGE>
Failure to retain our key employees may result in loss of contracts
As a small company with only 303 employees, our success depends on the services
of key employees in executive and technical positions. The loss of the services
of one or more of these employees could have a material adverse effect on our
business, financial condition and results of operations. Since a good portion of
Software Technology's business is defense-related, many of our employees are
solicited and recruited by other contractors providing defense-related
engineering services. We try to provide pay and benefits at a level necessary to
retain these employees, but that is not always enough to retain top employees.
Many of our jobs depend upon the involvement of one or more of our key
employees. The loss of that employee may result in the loss of a contract or the
loss of other employees.
We may not be able to expand into the international market
We currently have limited operations abroad but we plan to increase our
international presence in the future. Risks that could affect our international
operations and our ability to increase our international presence include:
o fluctuations in currency exchange rates;
o complicated licensing and work permit requirements;
o variations in the protection of intellectual property rights;
o restrictions on the ability to convert currency; and
o additional expenses and risks inherent in conducting operations in
geographically distant locations, with clients speaking different languages
and having different cultural approaches to the conduct of business.
We may incur unexpected costs in connection with correcting Year 2000 problems
Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed without consideration of
the impact of the upcoming change in century. If not corrected, many computer
applications could fail or create erroneous results at or before the year 2000.
We have tested our products and determined that our OS/COMET versions 3.5 and
higher and all of our other products are year 2000 compliant. However, if we are
wrong, and our products are not year 2000 compliant, we may be faced with the
loss of contracts or delay in market acceptance of our products and services,
disputes with customers, increased maintenance and support costs to correct any
problem or payment of damages. These unexpected problems could have a material
adverse effect on the Company's business, financial condition and results of
operations.
We may not be successful in our acquisition strategy
We intend to continue to pursue acquisitions of companies that would complement
our existing products or enhance our technological capabilities or that may
otherwise offer growth opportunities. However, we cannot assure you that we will
be able to acquire suitable acquisition candidates on acceptable terms or that
our future acquisitions will be successful. The risks associated with our
failure to grow our business by acquisitions are significant due to the limited
number of customers for our satellite command and control products, including
our base product, OS/COMET. As stated below in the discussion of the risk factor
entitled "Intense competition for limited number of customers may cause us to
lose projects or result in decreased revenues," we compete with our competitors
for a limited number of customers in the sale of our key products and services.
Furthermore, when we do lose a customer or project to a competitor the limited
number of potential customers makes it difficult to replace the lost revenue.
Therefore, it is crucial to the success of our business that we diversify and
expand our product base through strategic acquisitions.
Failure to integrate acquired businesses may adversely affect financial results
We have no current agreements or negotiations pending for any acquisition. We
have limited experience in completing acquisitions. The success of any completed
acquisition will depend on our ability to integrate effectively the acquired
business. We cannot assure you that we will successfully integrate the
businesses we acquire.
This process may involve risks, including:
o difficulties in assimilating operations, technologies and products;
o diversion of management's attention from other business concerns;
o entering markets in which we have limited or no prior experience;
o the potential loss of key employees of the acquired business; and
o the departure of key clients of acquired companies
Consideration paid in connection with future acquisitions may increase our debt
and expenses and dilute your holdings
We may incur additional debt in connection with future acquisitions. In
addition, we may issue equity securities in connection with future acquisitions
which may dilute our current stockholders. Further, we may incur amortization
expense which relates to goodwill and other intangible assets and contingent
liabilities in connection with future acquisitions. These events could have a
material adverse effect on our business, financial condition and results of
operations.
Our anti-takeover provisions discourage a third party from acquiring your shares
at a favorable price
Our Second Amended and Restated Certificate of Incorporation, By-Laws and
shareholder rights plan contain some provisions that reduce the probability of
any change of control or acquisition of Exigent. A list of some of the
provisions and the risk to you associated with each is set forth below:
Provision Risk to You
The ability of our board of directors This allows our board of directors to
to issue blank check preferred stock issue, without your approval, preferred
with such rights, obligations and pre- stock with dividend, liquidation, con-
ferences as our board of directors may version or other rights which may
determine without any further vote or diminish or take priority over your
action by the stockholders rights as a holder of common stock, and
reduce the probability of a change of
control or acquisition which, if con-
summated, would likely result in an
offer to purchase your shares at an
above-market price
Provisions for a classified board of This makes it more difficult for a
directors beginning with the election potential acquirer to gain majority
of directors at our 1999 Annual Meeting control of the Company's board of
of Stockholders directors at a single shareholders
meeting so as to allow for a takeover,
which, if consummated, would likely
result in an offer to purchase your
shares at an above-market price
Provisions under which directors may This makes it more difficult and expen-
only be removed by holders of at least sive for a potential acquirer to gain
60% of our common stock, with or with- control of the Company's board of di-
out cause, prior to the classification rectors so as to allow for a takeover,
of directors, and only for cause after which, if consummated, would likely
the classification of directors result in an offer to purchase your
shares at an above-market price
Provisions in the shareholder rights If triggered, the issuance of shares at
plan under which existing shareholders a substantial discount would dilute the
are allowed to purchase our shares at value of any shares acquired by the
a substantial discount from the market party attempting the takeover, thus
price in the event of a takeover attempt discouraging a takeover attempt which,
not supported by the Company's board of if consummated, would likely result in
directors an offer to purchase your shares at an
above-market price
Each of the provisions listed above has the general effect of making it more
difficult for another party to effect an unfriendly takeover or other coercive
acquisition of our shares not supported by our board of directors by increasing
the cost of such a takeover or otherwise discouraging the party attempting the
takeover. Any one of these provisions may have the effect of discouraging a
third party from making a proposal to acquire us which our board of directors
has not solicited or does not approve, even if the acquisition would be
beneficial to you. As a result, in the event you wish to participate in such a
favorable transaction you may not have an opportunity to do so.
We may incur costs in excess of our revenues on our fixed price contracts
In providing our services and products to our customers, we sometimes enter into
fixed price contracts. Approximately 8% of the revenues from our current
contracts were derived from fixed price contracts. A fixed price contract is one
where we commit to deliver software that meets specific requirements for a fixed
price that is negotiated prior to development. The fixed price is based on
engineering estimates with suitable margins to accommodate reasonable
contingencies. The actual cost to develop the software may exceed the fixed
price we receive because we miscalculated the time needed to develop the program
or we experienced unexpected programming difficulties. Even if that happens, we
must complete the contract and incur whatever losses result. Such losses would
have an adverse effect on our profitability.
In addition, we have committed under various contracts and licenses to provide
support and maintenance for our products. Under these arrangements, we must
retain staff members familiar with that version of the product to provide
customer service even if it is not economical for us to do so. In addition,
during the past year, we sold our primary commercial product, OS/COMET/TM/, to
several large satellite programs and committed to support this product over the
lifetime of these programs (ten years or more). We have a limited history of how
much it will cost to support this product. If unusual problems occur in the
product beyond our expectations, the cost to correct the problems could exceed
the contract price.
We may not be able to fund our future capital requirements
We expect that our new product development and growth plans will require us to
find additional financial resources to fund these activities. Although we
recently completed a transaction to increase our line of credit with Huntington
National Bank, we cannot assure you that we will be able to obtain funding under
this line of credit. Furthermore, we cannot assure you that additional debt or
equity financing will be available to meet our needs since we are prohibited
from borrowing additional amounts without the approval of Huntington.
Default on loan agreements may accelerate loan repayments, causing cash
shortfall
All of our accounts receivable and equipment are pledged as collateral for the
Huntington loan. If we violate the Huntington loan documents, Huntington could
declare our indebtedness to be immediately due and payable. In the event we are
forced to repay the full amount of the Huntington loan before maturity, we may
not have sufficient cash following such payoff to conduct product development
and otherwise implement our plans for growing our business. In the event we are
unable to repay the entire amount of the Huntington loan, Huntington will be
entitled to foreclose on the collateral, rendering the equipment unavailable for
our business operations.
Risks Related to the Industry
Our success is dependent on the continued growth of the space industry
Since our customers are concentrated in the space industry, our success will
depend on the continued growth in the market for software solutions for that
industry. The space industry has grown rapidly in the past few years because
technological advancements have led to lower launch and satellite production
costs and risks and the demand for advanced wireless communication services,
including applications for voice, video and data, has expanded rapidly. If that
market does not continue to grow, the demand for our products will decrease,
which may have a material adverse effect on our business, financial condition
and results of operations. Because the space industry is changing rapidly, we
cannot predict the industry's potential size or future growth rate. We also
cannot predict the future needs for satellite command software and related
services.
We may not be able to respond to rapid technological changes
Our business is subject to rapid technological changes, changing industry
standards, changes in customer requirements and the frequent introduction of new
products, services and enhancements. These changes may make our products
obsolete or unmarketable. In addition, our customers may make changes to their
systems that are not compatible with our technologies or products. Our failure
to develop new products, product enhancements or related services to respond to
such changes could have a material adverse effect on our business, financial
condition and results of operations.
Intense competition for limited number of customers may cause us to lose
projects or result in decreased revenues
The need to compete effectively and the adverse effects of our failure to do so
are significant for us due to the limited number of customers for our satellite
command and control products, including our base product, OS/COMET. We operate
in the highly competitive market providing software solutions for the space
industry. In this industry, we compete for a limited number of potential
customers in the sale of our key products and services. As a result, the
competition among participants in our industry is intense since we and our
competitors are pursuing a small number of customers. In addition to
intensifying the competition, the limited number of customers for our key
products and services also makes it more difficult for us to replace those
customers or projects which are lost to a competitor. We compete primarily with
in-house development staffs of satellite manufacturers and equipment vendors,
third party contractors and a small group of other space-oriented software
providers and systems integrators. Many of our competitors have longer operating
histories, greater name recognition, larger or captive customer bases and
significantly greater resources. In order to remain competitive and minimize our
exposure and risk relating to competition, we will need to continue to develop
and introduce, on a timely and cost-effective basis, new products and features
that meet the changing needs of our customers. Our competitors may be able to
respond more quickly to new technologies and the changing needs of customers. If
we are not able to compete effectively, we may have to reduce our prices,
receive fewer customer orders and lose market share, any of which could have a
material adverse effect on our business, financial condition and results of
operations.
Changes in governmental regulation may cause us to lose revenues
While our operations are not directly regulated, our customers are subject to a
variety of United States and foreign government regulations. Increased
regulation could affect our business by reducing the number of customers to
which we can sell our product or otherwise adversely affecting the satellite and
telecommunications industries. Recent deregulation in the telecommunications
industry could also affect our business by allowing more competitors and
permitting consolidation of existing companies. This consolidation could reduce
our customer base, force us to lower prices, decrease demand for our products,
increase our costs or otherwise have a material adverse effect on our business,
financial condition and results of operations. We are still investigating recent
changes in export control regulations to determine the effect those changes will
have on our ability to market, sell and license products and services in
international markets.
Risks Related to the Offering
Your warrants may lose value if the sale of the underlying shares is not
qualified under state law
You will have the right to exercise the warrants to purchase shares of our
common stock only if such shares qualify for sale or are exempt from
qualification under state securities or "blue sky" laws of the states in which
you then reside. We intend to use our reasonable efforts to qualify the common
stock for sale in each state so as to permit your exercise of the warrants, but
there can be no assurance that we will be able to do so. The warrants may lose
some or all of their value if the underlying shares are not, or cannot be,
qualified in an applicable state. You should contact us at the number indicated
on page 2 to determine whether you can exercise the warrants.
If you are one of our affiliates, you can sell the shares of common stock once
you exercise the warrants only if you comply with Rule 144 of the Securities Act
of 1933. Under this rule, you will be subject to certain volume limitations and
requirements relating to manner of sale, notice and availability of current
public information about us. "Affiliate" is defined under the Securities Act of
1933 as a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
an issuer, and in our case, would include our directors, executive officers and
major stockholders. You should contact us at the number indicated on page 2 if
you think you are one of our affiliates.
Future issuances to our ESOP may dilute your holdings
We have adopted an employee stock ownership plan, Software Technology, Inc.
Restated Employee Stock Ownership Plan and Trust. This ESOP currently owns
1,669,536 shares of our common stock, 257,702 of our class A preferred shares
and 714 warrants. Under the governing instrument of the ESOP, the Board of
Directors, in its sole discretion, may give cash or cause us to issue common
stock to the ESOP, for the benefit of our employees. Any future issuance of our
common stock to the ESOP will result in dilution to our shareholders.
Our common stock is illiquid and the price may not be stable
Our common stock is only thinly traded on the NASDAQ SmallCap Market. Therefore,
we cannot assure you that there will always be an active public market for our
common stock. If an active public market does not exist you may not be able to
sell the shares you receive upon exercise of the warrants in the quantities and
at the time you wish to sell. Therefore, our common stock should only be
purchased by investors that can afford to lose their entire investment. We also
cannot assure you as to the prices at which our common stock will trade or that
such prices will not decline. Until a public market develops (if at all), the
prices at which our common stock trades may fluctuate significantly. Prices for
the common stock will be determined in the marketplace and may be influenced by
many factors, including the depth and liquidity of the market, investor
perception of us and the industry in which we participate, and general economic
and market conditions.
This prospectus also contains or incorporates by reference certain
forward-looking statements that involve risks and uncertainties. These
statements relate to our future plans, objectives, expectations and intentions.
These statements may be identified by the use of words such as "expects",
"anticipates", "intends", "plans" and similar expressions. Our actual results
could differ materially from those discussed in these statements. Factors that
could contribute to these differences include those discussed below and
elsewhere in this prospectus or incorporated by reference herein.
<PAGE>
USE OF PROCEEDS
The net proceeds to us from the exercise of the warrants are estimated to be
approximately $3,057,240 assuming all the warrants are exercised. We expect to
use the proceeds from this offering for sales and marketing activities, research
and development activities, general corporate purposes and working capital. We
may use the proceeds to acquire business technologies or products that
complement our business, although we have no agreements or understandings with
respect to any transactions. Pending these uses, we intend to invest the net
proceeds of this offering in short-term, investment-grade, interest-bearing
instruments.
DESCRIPTION OF THE WARRANTS
We have issued and outstanding 1,019,080 warrants. Each warrant entitles the
holder to purchase one share of our common stock. The warrants may be exercised
at any time through their expiration on January 30, 2000 at an exercise price of
$3.00 per share, subject to adjustment. To exercise, a holder must surrender the
warrant to the warrant agent identified below with the subscription properly
completed and executed, together with payment of the exercise price. No
fractional shares of our common stock will be issued in connection with the
exercise of the warrants. We have no right to call the warrants.
If a holder of warrants fails to exercise the warrants prior to their expiration
on January 30, 2000, the warrants will expire and the holder will have no
further rights with respect to the warrants. You will have the right to exercise
the warrants to purchase shares of our common stock only if such shares qualify
for sale or are exempt from qualification under state securities or "blue sky"
laws of the states in which you then reside. We intend to use our reasonable
efforts to qualify the common stock for sale in each state so as to permit your
exercise of the warrants, but there can be no assurance that we will be able to
do so. The warrants may lose some or all of their value if the underlying shares
are not, or cannot be, qualified in an applicable state. You should contact us
at 407-952-7550 to determine whether you can exercise the warrants in your
particular state. If Exigent is unable to qualify for sale the Common Shares
underlying the Warrants in the states in which the various holders of the
Warrants then reside, a holder of the Warrants may have no choice but to let the
Warrants expire. See "Risk Factors--Risks Relating to the Offering--"Your
warrants may lose value if the sale of the underlying shares is not qualified
under state law."
If you are one of our affiliates, you can sell the shares of common stock once
you exercise the warrants only if you comply with Rule 144 of the Securities Act
of 1933. Under this rule, you will be subject to certain volume limitations and
requirements relating to manner of sale, notice and availability of current
public information about us. "Affiliate" is defined under the Securities Act of
1933 as a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
an issuer, and in our case, would include our directors, executive officers and
major stockholders. You should contact us at 407-952-7550 if you think you are
one of our affiliates.
A holder of warrants will not have any rights or privileges as one of our
shareholders prior to exercise of such warrants. We will keep available a
sufficient number of shares of authorized common stock to permit exercise of the
warrants.
The exercise price of the warrants and the number of shares issuable upon
exercise of the warrants will be subject to adjustment in the event of stock
dividends, stock splits, combinations, reorganizations, subdivisions and
reclassifications. No assurance can be given that the market price of our common
stock will exceed the exercise price at any time during the term of the warrants
after exercise.
The warrants were issued pursuant to a warrant agreement between Exigent and the
warrant agent, Mid-America Bank of Louisville and Trust Company. All
descriptions of the warrants are qualified by reference to the warrant agreement
which is included as an exhibit to the Registration Statement of which this
Prospectus is a part.
<PAGE>
LEGAL MATTERS
The legality of the common stock to be issued upon exercise of the warrants as
well as the adequacy of the payment for the common stock and the legality of
future assessments against the common stock will be passed upon for Exigent by
Edwards & Angell, LLP, 250 Royal Palm Way, Suite 300, Palm Beach, Florida 33480.
EXPERTS
The financial statements of Exigent at December 31, 1998, incorporated by
reference in this Prospectus, have been audited by Ernst and Young, LLP,
Certified Public Accountants, independent auditors, as set forth in its report
thereon, which is incorporated by reference herein. The financial statements at
January 31, 1998 and 1997, incorporated by reference in this Prospectus, have
been audited by Hoyman, Dobson & Company, P.A., Certified Public Accountants,
independent auditors, as set forth in its report thereon, which is incorporated
by reference herein. The financial statements are included in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC. You may
inspect and copy such reports, proxy statements and other information at the
public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information. Such materials also may be accessed
electronically by means of the SEC's web site at http://www.sec.gov.
We have filed a Registration Statement relating to the offering described in
this Prospectus. As allowed by SEC rules, this Prospectus does not contain all
of the information which you can find in the Registration Statement. You are
referred to the Registration Statement and the exhibits thereto for further
information. This Prospectus is qualified by such other information.
The SEC allows us to "incorporate by reference" information into this
Prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this Prospectus, except for
any information superseded by information in this Prospectus. This Prospectus
incorporates by reference the documents set forth below that have been
previously filed with the SEC. These documents contain important information
about our business and finances.
<PAGE>
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
3. The description of our capital stock contained in our Registration
Statement on Form 8-A filed on October 21, 1997 and any amendment or
report filed for the purposes of updating such description;
4. The description of our Rights to Purchase Preferred Stock contained in
our Registration Statement on Form 8-A filed on November 4, 1998 and
any amendment or report filed for the purpose of updating such
description; and
This Prospectus also incorporates by reference additional documents that may be
filed by us with the SEC between the date of this Prospectus and the filing of a
post-effective amendment which indicates that all shares offered have been sold
or which deregisters all shares then remaining unsold. Any statement contained
in this Prospectus or in a document incorporated by reference shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or in any other document which is also incorporated
by reference modifies or supersedes such statement.
You may obtain copies of these filings (other than exhibits thereto which are
not specifically incorporated by reference herein), at no cost, by writing or
telephoning us at the following address and telephone number:
Exigent International, Inc.,
1225 Evans Road
Melbourne, Florida 32904-2314
Attn: Executive Vice President - General Counsel
Telephone 407-952-7550
In order to ensure delivery of documents, any request therefor should be made
not later than five business days prior to deciding whether to exercise the
warrants.
You should rely only on the information contained or incorporated by reference
in this Prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this Prospectus. You
should not assume that the information contained in this Prospectus is accurate
as of any date other than the date of this Prospectus, and neither the mailing
of this Prospectus to stockholders nor the issuance of any securities hereunder
shall create any implication to the contrary. This Prospectus does not offer to
buy or sell securities in any jurisdiction where it is unlawful to do so.
<PAGE>
No dealer, sales representative or any
other person has been authorized to give
any information or to make any represen- 1,019,080 Shares
tations in connection with this offering
other than Exigent International, Inc. Exigent International, Inc.
those contained in this Prospectus, and,
if given or made, such information or Common Stock
Common Stock representations must not be
relied upon as having been authorized by Prospectus
the Company or any of the Selling Stock-
holders. This Prospectus does not consti-
tute an offer to sell, or a solicitation
of an offer to buy, any securities other than
the registered securities to which it relates
or an offer to, or a solicitation of, any person
in any jurisdiction where such offer or solici-
tation of, any person in any jurisdiction where
such offer or solicitation would be unlawful.
Neither the delivery of this prospectus nor any
sale made hereunder. Prospectus shall, under any May [], 1999
circumstances, create any implication that there
has been no change in the affairs of the Company
since the date hereof or that the information
contained herein is correct as of any time
subsequent to the date hereof.
TABLE OF CONTENTS
Overview of Exigent's Business 2
Risk Factors 3
Use of Proceeds. 10
Description of Warrants. 10
Legal Matters. 11
Experts 11
Where You Can Find More Information 11
<PAGE>
PART II--INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions) all of which are being paid by the Registrant:
SEC Registration Fee $1,230.62
Printing and EDGAR filing costs 3,000.00
Accountant's fees and expenses 10,000.00
Legal fees and expenses 50,000.00
Miscellaneous** 5,000.00
Total $69,230.62
*All amounts are estimates except for the SEC registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Officers and directors of the Company are covered by certain provisions of the
Delaware General Corporation Law and the Certificate of Incorporation and Bylaws
of the Company, which serve to limit, and, in certain instances, to indemnify
them against, liabilities which they may incur in such capacities. The Company's
Certificate of Incorporation limits the liability of its directors to the
Company or its shareholders (in their capacity as directors, but not in their
capacity as officers) to the fullest extent permitted by Delaware law.
Specifically, the directors of the Company will not be personally liable for
monetary damages for breach of a director's fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Company's Certificate of Incorporation provides that the Company indemnify
its directors or officers, former directors or officers, and any person who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor against
expenses incurred by them in connection with the defense of any action in which
they are parties by reason of being or having been directors or officers of the
Company, or of such other corporation, except in relation to matters as to which
any such person is liable for negligence or misconduct in the performance of
duty.
Except in an action by or in the right of the Company, the Company's Bylaws
provide that the Company indemnify directors and officers (as well as certain
other persons) if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful. No indemnification may be made in respect of any
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the court in which such action was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court deems proper.
The Company's Bylaws also provide that any indemnification (unless ordered by a
court) may be made by the Company only as authorized in the specific case upon a
determination that indemnification is proper in the circumstances because such
person has met the applicable standard of conduct. Such determination must be
made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
shareholders of the Company. To the extent, however, that an indemnified person
has been successful on the merits or otherwise in defense of any action
described above, or in the defense of any matter therein, such person shall be
indemnified against expenses (including attorneys' fees) incurred in connection
therewith, without the necessity of authorization in the specific case. Expenses
incurred in defending or investigating a threatened or pending action may be
paid by the Company in advance of the final disposition of such action upon
receipt of an undertaking by such person to repay such amount if it is
ultimately determined that indemnification is not proper. The indemnification
and advancement of expenses provided by or granted pursuant to the Company's
Bylaws are not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, contract, vote of shareholders or disinterested directors or
otherwise, it being the Company's policy that indemnification of the persons
specified in the Bylaws shall be made to the fullest extent permitted by law.
The indemnification and advancement of expenses provided by the Company's
Bylaws, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director or officer and inure to the benefit of
the heirs, executors and administrators of such person.
The Company carries directors' and officers' liability insurance.
ITEM 16. EXHIBITS.
3.1 Second Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 of Issuer's Quarterly Report on Form 10-Q
for the quarter ended July 31, 1998).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
of Issuer's Quarterly Report on Form 10-Q for the quarter ended July
31, 1998).
4.1 Form of Rights Agreement, to be executed between the Company and
Reliance Trust Company, including the Form of Certificate of
Designation of Series B Junior Participating Preferred Stock as
Exhibit A, the Form Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C (incorporated by
reference to Exhibit 4.1 of Issuer's Current Report on Form 8-K dated
October 27, 1998).
4.2 Common Stock Purchase Warrant Agreement between Issuer and Warrant
Agent (incorporated by reference to Exhibit 10(ii) of Issuer's
Registration Statement on Form S-1 (No. 333-05753)).
4.3 Agreement between Issuer and Transfer Agent (incorporated by reference
to Exhibit 10(i) of Issuer's Registration Statement on Form S-1 (No.
333-05753)).
5.1 Opinion of Edwards & Angell, LLP (previously filed).
23.1* Consent of Ernst & Young, LLP, Certified Public Accountants,
independent auditors.
23.2* Consent of Hoyman, Dobson & Company, P.A., Certified Public
Accountants, independent auditors.
23.3 Consent of Edwards & Angell, LLP (previously filed).
24.1 Power of Attorney (previously filed).
* Filed herewith
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(i) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(A) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(B) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(C) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement,
(ii) that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof and
(iii) to remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 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 of 1933 and will be governed by the final adjudication of
such issue.
<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 Amendment No. 1 to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Melbourne, State of Florida on
May 25, 1999.
Exigent International, Inc.
By: /s/ Bernard R. Smedley
---------------------------
Bernard R. Smedley
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1
to this Registration Statement has been signed by the following persons in the
following capacities indicated on May 25, 1999.
Signature Title
/s/ Bernard R. Smedley Director, Chairman of the Board,
---------------------------- President, Chief Executive Officer
Bernard R. Smedley and Chief Operating Officer
(Principal Executive Officer)
/s/ Jeffery B. Weinress Senior Vice President and Chief
----------------------------- Financial Officer (Principal
Jeffery B. Weinress Financial and Accounting Officer)
/s/ Daniel J. Stark
-----------------------
Daniel J. Stark
/s/ Robert M. Janowiak* Director
-------------------------
Robert M. Janowiak
/s/ Arthur H. Collier* Director
-------------------------
Arthur H. Collier
/s/ Don F. Riordan, Jr.* Director
-------------------------
Don F. Riordan, Jr.
/s/ Scott B. Helm* Director
-------------------------
Scott B. Helm
/s/ William R. Usher Director
-------------------------
William R. Usher
*By: /s/ Bernard R. Smedley
-------------------------
Bernard R. Smedley
Attorney-In-Fact
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement on Form S-3 and related Prospectus of
Exigent International, Inc. for the registration of 1,019,080 shares of its
common stock and to the incorporation by reference therein of our report dated
March 12, 1999, with respect to the consolidated financial statements of Exigent
International, Inc. included in its Annual Report (Form 10-K) for the eleven
months ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
-------------------------
ERNST & YOUNG LLP
Orlando, Florida
May 24, 1999
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "experts" in Amendment
No. 1 to the Registration Statement on Form S-3 and related Prospectus of
Exigent International, Inc. for the registration of 1,019,080 shares of its
common stock and to the incorporation by reference therein of our report dated
April 4, 1998, with respect to the consolidated financial statements of Exigent
International, Inc. included in its Annual Report (Form 10-K) for each of the
years ended January 31, 1997 and 1998, filed with the Securities and Exchange
Commission.
/s/ Hoyman, Dobson & Company, P.A.
------------------------------------
HOYMAN, DOBSON & COMPANY, P.A.
Melbourne, Florida
May 24, 1999
